<PAGE>
As filed with the Securities and Exchange Commission on April 11, 1997
Registration No: 333-_________
========================================================================
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 OF 1997
(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) 2,000,000 shares $38.75 $77,500,000 $23,485
========================================================================
(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 April 7, 1997.
========================================================================
<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"):
(a) The Annual Report on Form 10-K of Unocal Corporation ("Unocal")
for the fiscal year ended December 31, 1996;
(b) All other reports filed pursuant to Section 13(a) or 159d) of
the Secutities Exchange Act of 1934, as amended (the "Exchange
act"), since December 31, 1996; and
(c) The descriptions of Unocal's Common Stock, $1.00 par value per
share ("Common Stock") (including the associated Preferred Stock
Purchase Rights) and the 6 1/4% Trust Convertible Preferred
Securities of Unocal Capital Trust, (the "Trust Convertible
Preferred Securities"), the guarantee thereof by Unocal (the
"Guarantee"), and the 6 1/4% Convertible Junior Subordinated
Debentures of Unocal (the "Convertible Debentures") (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," "Description
of the Trust Convertible Preferred Securities," "Description of the
Guarantee," "Description of the Convertible Debentures," and "Effect
of Obligations under the Convertible Debentures and the Guarantee"
in the Prospectus dated August 7, 1996, included in the Registration
Statement on Form S-4 of Unocal and Unocal Capital Trust (File Nos.
333-09137 and 333-09137-01), as amended by Pre-Effective Amendment
No. 1 thereto.
All documents filed by Unocal pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act 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 hereof 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 March 15, 1997, Mr. Codon owned 20,367 shares of Common
Stock, excluding any shares purchased from the reinvestment of dividends
in the Unocal ESOP in 1997 not yet reported to participants. He also
held options to purchase 35,227 shares of Common Stock at prices ranging
from $26.375 to $32.8125, with expiration dates ranging from 2003 to
2006. In addition, Mr. Codon held 12,763 performance share units, which
could be paid out in up to 25,526 shares of Common Stock four years
after their award dates, depending upon Unocal's total return to
stockholders.
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 of its
directors and officers 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 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 April 2, 1997
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 April 2, 1997
Roger C. Beach Chief Executive Officer
/S/NEAL E. SCHMALE * Chief Financial Officer
--------------------- and Director April 2, 1997
Neal E. Schmale
/S/CHARLES S. MCDOWELL* Vice President and
------------------------ Comptroller(Principal April 2, 1997
Charles S. McDowell Accounting Officer)
------------------- Director
John W. Amerman
/S/MACDONALD G. BECKET*
- ------------------------- Director April 2, 1997
MacDonald G. Becket
/S/JOHN W. CREIGHTON, JR.*
- --------------------------- Director April 2, 1997
John W. Creighton, Jr.
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/S/MALCOM R. CURRIE *
---------------------- Director April 2, 1997
Malcolm R. Currie
/S/FRANK C. HERRINGER*
----------------------- Director April 2, 1997
Frank C. Herringer
/S/JOHN F. IMLE, JR. *
---------------------- Director April 2, 1997
John F. Imle, Jr.
/S/DONALD P. JACOBS *
--------------------- Director April 2, 1997
Donald P. Jacobs
/S/CHARLES R. WEAVER *
---------------------- Director April 2, 1997
Charles R. Weaver
/S/J. STEVEN WHISLER *
---------------------- Director April 2, 1997
J. Steven Whisler
/S/MARINA V.N. WHITMAN*
------------------------ Director April 2, 1997
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, April 2, 1997.
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 though February 3, 1997, and
currently in effect (incorporated by reference to Exhibit 3.1 to
Unocal's Current Report on Form 8-K dated February 3, 1997, and
filed February 7, 1997, 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
2141 Rosecrans Avenue
Suite 4000
El Segundo, California 90245
Telephone (310)726-7651
Facsimile (310)726-7815
[UNOCAL LOGO]
April 2, 1997
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 Special Stock Option Plan of 1997
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 2,000,000 shares (the "SHARES") of Unocal
Common Stock, par value $1.00 per share (the "COMMON STOCK"), to
be issued under the Unocal Special Stock Option Plan of 1997 (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 January 29, 1990 between Unocal and The
Chase Manhattan Bank, as successor rights agent; certain
resolutions adopted by the Board of Directors of Unocal at a
meeting duly called and held on March 24, 1997; 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 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.
<PAGE>
Unocal Corporation
April 2, 1997
Page 2
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
procedures 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.
Sincerely,
/s/ Dennis P.R. Codon
<PAGE>
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, 1997, on our audits of the consolidated
financial statements and financial statement schedule of Unocal
Corporation and its subsidiaries as of December 31, 1996 and 1995
and for each of the three years in the period ended December 31,
1996, which report is included in Unocal Corporation's Annual
Report on Form 10-K for the year ended December 31, 1996. 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, and for
recognizing the reduction in value of producing oil and gas
properties in 1994.
/s/ Coopers & Lybrand L.L.P.
Los Angeles, California
March 27, 1997
<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 March 24, 1997.
SIGNATURE TITLE
--------- -----
/s/ Roger C. Beach Chairman of the Board of
------------------------- Directors and
Roger C. Beach Chief Executive Officer
/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. Jacobs
/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
