<PAGE>
As filed with the Securities and Exchange Commission on August 7, 1996
Registration No: 33-_________
========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------------
UNOCAL CORPORATION
(Exact name of registrant specified in its charter)
Delaware 95-3825062
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245
(Address, including zip code, of Principal Executive Offices)
UNOCAL SPECIAL STOCK OPTION PLAN
(Full title of the plan)
DENNIS P.R. CODON, ESQ.
VICE PRESIDENT, CHIEF LEGAL OFFICER AND GENERAL COUNSEL
2141 Rosecrans Avenue, Suite 4000
El Segundo, California 90245
(310) 726-7651
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------
CALCULATION OF REGISTRATION FEE
========================================================================
Proposed Proposed
Maximum Maximum Amount
Offering Aggregate of
Title of Securities Amount to be Price Per Offering Registra-
to be Registered Registered Share (1) Price (1) tion Fee
========================================================================
Common Stock, $1.00
par value per share
(including Preferred
Stock Purchase Rights) 1,100,000 shares $33.25 $33,250,000 $11,466
========================================================================
(1) Solely for the purpose of calculating the registration fee in
accordance with Rule 457(c), based upon the average of the high and low
prices reported in the consolidated reporting system for August 2, 1996.
========================================================================
<PAGE>
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this registration
statement the following documents heretofore filed with the Securities
and Exchange Commission (the "Commission"):
(1) The Annual Report on Form 10-K of Unocal Corporation ("Unocal")
for the fiscal year ended December 31, 1995;
(2) The Quarterly Report on Form 10-Q of Unocal for the quarter
ended March 31, 1996;
(3) The Current Reports on Form 8-K of Unocal dated January 25,
February 20, February 23, April 9, April 24, June 3, and July 25,
1996;
(4) The descriptions of Unocal's Common Stock, $1.00 par value per
share ("Common Stock") (including the associated Preferred Stock
Purchase Rights) and Unocal's $3.50 Convertible Preferred Stock,
$.10 par value per share ("Preferred Stock") (insofar as the rights
thereof may materially limit or qualify the rights evidenced by, or
amounts payable with respect to, the Common Stock) set forth under
the captions "Description of the Common Stock" and "Description of
the Preferred Stock" in the Prospectus dated February 3, 1995,
included in the Registration Statement on Form S-3 of Union Oil
Company of California and Unocal (File Nos. 33-54861 and 33-54861-
01), as amended by Amendment No. 1 thereto.
All documents filed by Unocal pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 prior to the filing of a
post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part thereof from the date of filing
of such documents.
Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with the issuance and sale of the
securities offered hereby will be passed upon for Unocal by Dennis P.R.
Codon, Esq., Vice President, General Counsel and Chief Legal Officer of
Unocal. As of July 31, 1996, Mr. Codon owned 14,097.6586* shares of
Common Stock. He also held options to purchase 50,915 shares of Common
Stock at prices ranging from $24.3125 to $32.8125, with expiration dates
ranging from 2000 to 2006. In addition, Mr. Codon held 16,454
performance share units, which could be paid out in up to 32,908 shares
of Common Stock four years after their award dates, depending upon
Unocal's total return to stockholders.
* Excludes shares purchased from the reinvestment of dividends in the
Unocal ESOP in 1996 not yet reported to Plan participants.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes
Unocal to indemnify directors and officers in certain circumstances
against liabilities, including expenses, incurred while acting in such
capacities; provided, generally, that any such indemnified director or
officer acted in good faith and in a manner he or she reasonably
believed to be in the best interests of the corporation and, in the case
of a criminal proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The Bylaws of Unocal provide for the
indemnification of directors and officers to the maximum extent
permitted by the Delaware General Corporation Law.
In addition, Unocal has provided in its Certificate of Incorporation
that it shall eliminate the personal liability of its directors to the
fullest extent permitted by the Delaware General Corporation Law and
Unocal has entered into indemnification agreements with each director
providing for additional indemnification. Unocal has policies of
directors' and officers' liability insurance which insure directors and
officers against the costs of defense, settlement or payment of a
judgment under certain circumstances.
Item 8. Exhibits.
The Exhibit Index on page 7 of this registration statement lists the
exhibits that are filed as part of this registration statement.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(a) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "Securities
Act");
(b) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
<PAGE>
calculation of Registration Fee" table in the effective
registration statement;
(c) To include any material information with respect to the
plan distribution not previously disclosed in this statement
or any material change to such information in this
registration statement;
Provided, however, that the undertakings set forth in paragraphs (a)
and (b) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Act of 1934 (the "Exchange Act") that are incorporated by reference
in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment, any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of El Segundo, State
of California, on August 5, 1996.
UNOCAL CORPORATION
By /s/ Charles S. McDowell
--------------------------
Charles S. McDowell
Vice President and Comptroller
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:
SIGNATURE TITLE DATE
--------- ----- ----
* /s/ Roger C. Beach Chairman of the
------------------- Board of Directors and August 5, 1996
Roger C. Beach Chief Executive Officer
* /s/ Neal E. Schmale Chief Financial Officer
-------------------- and Director August 5, 1996
Neal E. Schmale
/s/ Charles S. McDowell Vice President and
------------------- Comptroller (Principal August 5, 1996
Charles S. McDowell Accounting Officer)
* /s/ MacDonald G. Becket
------------------------ Director August 5, 1996
MacDonald G. Becket
* /s/ John W. Creighton, Jr.
--------------------------- Director August 5, 1996
John W. Creighton, Jr.
* /s/ Malcolm R. Currie
---------------------- Director August 5, 1996
Malcolm R. Currie
* /s/ Frank C. Herringer
----------------------- Director August 5, 1996
Frank C. Herringer
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
* /s/ John F. Imle, Jr.
---------------------- Director August 5, 1996
John F. Imle, Jr.
* /s/ Donlad P. Jacobs
--------------------- Director August 5, 1996
Donald P. Jacobs
* /s/ Charles R. Weaver
---------------------- Director August 5, 1996
Charles R. Weaver
* /s/ J. Steven Whisler
---------------------- Director August 5, 1996
J. Steven Whisler
* /s/ Marina v.N. Whitman
------------------------ Director August 5, 1996
Marina v.N. Whitman
* By /s/ Charles S. McDowell
-----------------------
Charles S. McDowell
Pursuant to the requirements of the Securities Act of 1933, the
members of the Management Development and Compensation Committee who
administer the Unocal Special Stock Option Plan, have duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of El Segundo, State of
California, August 5, 1996.
UNOCAL SPECIAL STOCK OPTION PLAN
By * /s/ Donald P. Jacobs
----------------------------------
Donald P. Jacobs
Member, Management Development
and Compensation Committee
* By /s/ Charles S. McDowell
-----------------------------
Charles S. McDowell
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
- ------- -------
4.1 Certificate of Incorporation of Unocal, as amended (incorporated
by reference to Exhibit 3.1 to Amendment No. 2 on Form 10-K/A to
Unocal's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-8483).
4.2 Bylaws of Unocal, as amended effective June 3, 1996, and
currently in effect (incorporated by reference to Exhibit 3.3 to
Unocal's Annual Report on Form 10-K for the period ended
December 31, 1995, File No. 1-8483).
4.3 Rights Agreement dated as of January 29, 1990, between Unocal
and The Chase Manhattan Bank, As successor rights agent
(incorporated by reference to Exhibit 1 to Unocal's Current
Report on Form 8-K dated January 29, 1990, File No. 1-8483).
5 Opinion of Dennis P. R. Codon, Esq., Vice President, Chief Legal
Officer and General Counsel, to Unocal.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Dennis P. R. Codon, Esq., Vice President, Chief Legal
Officer and General Counsel (included in Exhibit 5).
24 Power of Attorney.
<PAGE>
Unocal Corporation
2131 Rosecrans Avenue
Suite 4000
El Segundo, California 90245
Telephone (310) 726-7651
Facsimile (310) 726-7815
UNOCAL [LOGO]
August 5, 1996
Dennis P.R. Codon
Vice President, Chief Legal Officer
and General Counsel
Unocal Corporation
2141 Rosecrans Avenue, Suite 4000
El Segundo, California 90245
Re: Unocal Savings Plan
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
I am the Vice President and General Counsel of Unocal Corporation, a
Delaware corporation ("Unocal"), and as such I, and attorneys working for
me, have acted on behalf of Unocal as counsel in connection with the
preparation of the Registration Statement on Form S-8 (the "Registration
Statement"), which Unocal proposes to file with the Securities and Exchange
Commission. The Registration Statement relates to the registration under
the Securities Act of 1933, as amended (the "Securities Act"), of 1,100,000
shares (the "Shares") of Unocal Common Stock, par value $1.00 per share
(the "Common Stock"), to be purchased from time to time by the Trustee of
the Unocal Special Stock Option Plan (the "Plan").
This opinion is rendered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K of the Securities and Exchange Commission.
I, or such attorneys working for me, have examined or considered
such matters of law and fact and such corporate records, certificates and
other documents as I, or they, have deemed necessary, including, but not
limited to: the Certificate of Incorporation and Bylaws of Unocal, as
amended to date; the Rights Agreement, dated as of January 29, 1990, between
Unocal and Chemical Trust Company of California, as Rights Agent (the
"Rights Agreement"); certain resolutions adopted by the Board of Directors
of Unocal at a meeting duly called and held on July 29, 1996; the Plan; and
certificates and other information obtained from public officials and
officers and employees of Unocal and its subsidiaries. In the course of
such examination, I, and such attorneys working for me, have assumed the
genuineness of all signatures, the authenticity of all documents submitted
as originals and the conformity to the originals of all documents submitted
as certified, photostatic or conformed
<PAGE>
Unocal Corporation
August 5, 1996
Page 2 of 2
copies. I have relied, as to certain legal matters, on the advice of such
attorneys working for me who are more familiar with such matters.
I am licensed to practice law in the state of California and,
although I am not licensed to practice law in the state of Delaware, I am
familiar with the Delaware General Corporation Law. Therefore, the following
opinions are limited to the laws of the state of California, the Delaware
General Corporation Law and the federal laws of the United States, to the
exclusion of all other jurisdictions.
Based on and subject to the foregoing, I am of the opinion that the
Shares were duly authorized for issuance by the Board of Directors of Unocal
and that, when one or more certificates evidencing the Shares has been duly
countersigned by the transfer agent and registrar for the Common Stock, and
the Shares have been issued to and paid for in accordance with the Plan and
pocedures established between the transfer agent and registrar for the
Common Stock and The Depository Trust Company, the shares will be validly
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an Exhibit to the Registration Statement and to
the reference to me under the caption "Item 5. Interests of Named Experts
and Counsel" therein. In giving this consent, I do not thereby admit that I
am included in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the
Commission promulgated thereunder..
Very truly yours,
/s/ Dennis P.R. Codon
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of Unocal Corporation of our report dated
February 14, 1996, except for Note 25, as to which the date is
February 16, 1996, on our audits of the consolidated financial statements
and financial statement schedule of Unocal Corporation and its subsidiaries
as of December 31, 1995 and 1994 and for each of the three years in the
period ended December 31, 1995, which report is included in Unocal
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1995. Our report includes an explanatory paragraph with
respect to the changes in methods of accounting for impairment of long-lived
assets and long-lived assets to be disposed of in 1995; for recognizing the
reduction in value of producing oil and gas properties in 1994; and for
postretirement benefits other than pensions and for postemployment benefits
in 1993.
/s/ Coopers & Lybrand L.L.P.
Los Angeles, California
August 6, 1996
<PAGE>
POWER OF ATTORNEY
By signing below, each of the undersigned officers and/or directors
of Unocal Corporation, a Delaware corporation, hereby constitutes and
appoints Neal E. Schmale, Charles S. McDowell and Darrell D. Chessum, and
each of them severally, with full power of substitution and resubstitution,
as his or her true and lawful attorneys-in-fact and agents to sign for the
undersigned and in the name of the undersigned, in any and all capacities,
the Registration Statement on Form S-8 to which this Power of Attorney shall
be filed as an exhibit and any or all amendments (including any
post-effective amendments) to such Registration Statement and to file the
same with all exhibits thereto, including this Power of Attorney, and any and
all applications and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform any and all acts and things
whatsoever required and necessary to be done in and about the premises, as
fully to all intents and purposes as the undersigned could do if personally
present. Each of the undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof. This Power of Attorney may be
signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power
of Attorney as of July 29, 1996.
SIGNATURE TITLE
--------- -----
/s/ Roger C. Beach Chairman of the Board of Directors and
- ---------------------- Chief Executive Officer
Roger C. Beach
/s/ Neal E. Schmale Chief Financial Officer and Director
- ----------------------
Neal E. Schmale
/s/ Charles S. McDowell Vice President and Comptroller
- ---------------------- (Principal Accounting Officer)
Charles S. McDowell
- ---------------------- Director
John W. Amerman
/s/ MacDonald G. Becket Director
- ----------------------
MacDonald G. Becket
<PAGE>
SIGNATURE TITLE
--------- -----
/s/ John W. Creighton, Jr. Director
- --------------------------
John W. Creighton, Jr.
/s/ Malcolm R. Currie Director
- --------------------------
Malcolm R. Currie
/s/ Frank C. Herringer Director
- --------------------------
Frank C. Herringer
/s/ John F. Imle, Jr. Director
- --------------------------
John F. Imle, Jr.
/s/ Donald P. Jacobs Director
- --------------------------
Donald P. Jacbos
/s/ Charles R. Weaver Director
- --------------------------
Charles R. Weaver
/s/ J. Steven Whisler Director
- --------------------------
J. Steven Whisler
/s/ Marina v.N. Whitman Director
- --------------------------
Marina v.N. Whitman
