As filed with the Securities and Exchange Commission on December 21, 1999
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 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
Title of Maximum Maximum Amount
Securities Offering Aggregate of
to be Amount to be Price Per Offering Registra-
Registered Registered Share (1) Price (1) tion Fee
=========================================================================
Common Stock,
$1.00 par value
per share
(including
Preferred Stock
Purchase Rights) 6,000,000 shares $34.65625 $207,937,500 $54,895
=========================================================================
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(1) Solely for the purpose of calculating the registration fee in accord-
ance with Rule 457(c), based upon the average of the high and low prices
reported in the consolidated reporting system for December 16, 1999.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
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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, 1998;
(b) The Quarterly Reports on Form 10-Q of Unocal for the fiscal quarters
ended March 31, June 30 and September 30, 1999;
(c) Unocal's Current Reports on Form 8-K dated January 26 and 27,
February 8, March 3, April 12, 15 and 28, May 14, July 6 and 27,
September 29, October 26, November 30, and December 9 and 13, 1999;
(d) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1998; and
(e) The description of Unocal's Common Stock, $1.00 par value per share,
including that of the associated Preferred Stock Purchase Rights
("Common Stock") set forth under the caption "Description of the
Common Stock," included in the prospectus dated September 25, 1998,
of Union Oil Company of California and Unocal (File Nos. 333-58415
and 333-58415-01). The descriptions of the 6 1/4% Trust Convertible
Preferred Securities of Unocal Capital Trust, (the "Trust Convertible
Preferred Securities"), the guarantee thereof by Unocal, and the
6 1/4% Convertible Junior Subordinated Debentures of Unocal (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 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 Sections 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.
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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
December 15, 1999, Mr. Codon owned beneficially 27,729 shares of Common
Stock. He also held options to purchase 195,808 shares of Common Stock
at prices ranging from $32.8125 to $51.012, with expiration dates ranging
from 2006 to 2009. Of these, an option to purchase 150,000 shares at the
price of $51.012 is subject to certain conditions and has tandem limited
stock appreciation rights attached for 79,500 shares at the price of
$51.012. In addition, Mr. Codon held 16,000 performance share units,
which could be paid out in up to 32,000 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.
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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.
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(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.
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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 December 20, 1999.
UNOCAL CORPORATION
By /S/ JOE D. CECIL
--------------------------
Joe D. Cecil
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 December 20, 1999
Roger C. Beach Chief Executive Officer
/S/ TIMOTHY H. LING *
- --------------------------- Chief Financial Officer December 20, 1999
Timothy H. Ling
/S/ JOE D. CECIL Vice President and
- --------------------------- Comptroller (Principal December 20, 1999
Joe D. Cecil Accounting Officer)
/S/ JOHN W. AMERMAN *
- --------------------------- Director December 20, 1999
John W. Amerman
/S/ JOHN W. CREIGHTON, JR. *
- --------------------------- Director December 20, 1999
John W. Creighton, Jr.
/S/ FRANK C. HERRINGER *
- --------------------------- Director December 20, 1999
Frank C. Herringer
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/S/ JOHN F. IMLE, JR. *
- --------------------------- Director December 20, 1999
John F. Imle, Jr.
/S/ MARINA V.N. WHITMAN *
- --------------------------- Director December 20, 1999
Marina v.N. Whitman
/S/ KEVIN W. SHARER *
- --------------------------- Director December 20, 1999
Kevin W. Sharer
- --------------------------- Director
James W. Crownover
/S/ DONALD B. RICE *
- --------------------------- Director December 20, 1999
Donald B. Rice
* By /S/ JOE D. CECIL
-----------------------
Joe D. Cecil
Pursuant to the requirements of the Securities Act of 1933, the members
of the Management Development and Compensation Committee who administer
the 1998 Management Incentive Program, 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, December 20,
1999.
UNOCAL STOCK OPTION PLAN
By /S/ FRANK C. HERRINGER *
------------------------------
Frank C. Herringer
Member, Management Development
and Compensation Committee
* By /S/ JOE D. CECIL
-------------------------
Joe D. Cecil
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
- ------- -------
4.1 Restated Certificate of Incorporation of Unocal Corporation,
dated October 1, 1999 (incorporated by reference to Exhibit 3.1
to Unocal's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1999, File No. 1-8483).
4.2 Bylaws of Unocal, as amended to become effective January 1,
2000 (incorporated by reference to Exhibit 99 to Unocal's
Current Report on Form 8-K dated December 9, 1999, File No. 1-
08483).
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, of Unocal.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Dennis P.R. Codon, Esq., Vice President, Chief Legal
Officer and General Counsel of Unocal (included in Exhibit 5).
24 Power of Attorney.
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UNOCAL CORPORATION
2141 Rosecrans Avenue
Suite 4000
El Segundo, California 90245
Telephone (310) 726-7651
Facsimile (310) 726-7815
UNOCAL [LOGO]
DENNIS P.R. CODON December 20, 1999
Vice President,
Chief Legal Officer
and General Counsel
Unocal Corporation
2141 Rosecrans Avenue
Suite 4000
El Segundo, California 90245
Re: Unocal Stock Option Plan
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
I am the Vice President, Chief Legal Officer 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 6,000,000 shares (the "SHARES") of
Unocal Common Stock, par value $1.00 per share (the "COMMON
STOCK"), to be issued under the Unocal 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 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 December 8, 1999; 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
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
PRICEWATERHOUSE COOPERS [LOGO]
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 12, 1999, except as to note 27, which is as
of March 10, 1999, on our audits of the consolidated financial
statements and financial statement schedule of Unocal Corporation
and its subsidiaries as of December 31, 1998 and 1997 and for
each of the three years in the period ended December 31, 1998,
which report is included in Unocal Corporation's Annual Report on
Form 10-K for the year ended December 31, 1998.
/S/ PricewaterhouseCoopers LLP
Los Angeles, California
December 20, 1999
POWER OF ATTORNEY
By signing below, each of the undersigned officers and/or
directors of Unocal Corporation, a Delaware corporation, hereby
constitutes and appoints Timothy H. Ling, Joe D. Cecil 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 December 8, 1999.
SIGNATURE TITLE
/S/ Roger C. Beach
_________________________ Chairman of the Board of
Roger C. Beach Directors and
Chief Executive Officer
/S/ Timothy H. Ling
_________________________ Chief Financial Officer
Timothy H. Ling
_________________________ Vice President and
Joe D. Cecil Comptroller
(Principal Accounting
Officer)
/S/ John W. Amerman
_________________________ Director
John W. Amerman
/S/ John W. Creighton, Jr.
_________________________ Director
John W. Creighton, Jr.
/S/ Frank C. Herringer
_________________________ Director
Frank C. Herringer
<PAGE>
SIGNATURE TITLE
/S/ John F. Imle, Jr.
_________________________ Director
John F. Imle, Jr.
/S/ Marina v.N. Whitman
_________________________ Director
Marina v.N. Whitman
/S/ Kevin W. Sharer
_________________________ Director
Kevin W. Sharer
_________________________ Director
James W. Crownover
/S/ Donald B. Rice
_________________________ Director
Donald B. Rice
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