Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TOSCO CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 95-1865716
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
72 Cummings Point Road
Stamford, Connecticut 06902
(203) 977-1000
(Address of principal executive offices)
Capital Accumulation Plan
(Full title of the plan)
WILKES McCLAVE, III
Tosco Corporation
72 Cummings Point Road
Stamford, Connecticut 06902
(Name and address of agent for service)
(203) 977-1005
(Telephone number, including area code of agent for
service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of Securities to be price offering Registration
to be registered registered per share(1) price fee
<S> <C> <C> <C> <C>
Common Stock
$.75 par value 425,000 $31.00 (1) $13,175,000 $4,544
shares
Interests in the
Capital Accumulation
Plan (2) (3) (3) (3)
(1) Estimated solely for purposes of calculating the registration fee pursuant to
Rule 457(c). Based upon $31.00, the closing price for a share of Common Stock
of the Registrant on the New York Stock Exchange on June 10, 1994 as reported in
the consolidated trading system.
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of plan interests to be offered or
sold pursuant to the Capital Accumulation Plan.
(3) Pursuant to Rule 457(h)(2) under the Securities Act of 1933, no separate fee is
required to register plan interests.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The documents containing the information specified in
this Part I will be sent or given to employees as
specified by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Act"). Such
documents need not be filed with the Securities and
Exchange Commission (the "Commission") either as part
of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the
Act. These documents and the documents incorporated by
reference in the Registration Statement pursuant to
Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of
Section 10(a) of the Act. See Rule 428(a)(1) under the
Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by the Registrant
with the Securities and Exchange Commission (the "Commission")
are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993;
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994.
(c) Item 1 of the Registrant's Registration Statement on
Form 8-A, dated June 29, 1989, filed to register the Registrant's
Common Stock, par value $.75 per share (the "Common Stock"),
pursuant to Section 12(b) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement which
indicates that all securities offered hereby 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 part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Restated Articles of Incorporation of the Registrant
provide that the Registrant shall, to the fullest extent provided
by the Nevada General Corporation Law (the "Nevada GCL"),
indemnify any and all persons whom it shall have the power to
indemnify under the Nevada GCL from and against any and all of
the expenses, liabilities or other matters referred to in or
covered by the Nevada GCL. The indemnification provided for in
the Registrant's Restated Articles of Incorporation shall not be
deemed exclusive of any other rights to which those indemnified
may be entitled under any By-Law, agreement, vote of stockholders
or disinterested Directors, statute, rule or by common law or
otherwise.
Reference is also made to the By-Laws of the Registrant,
which provide certain indemnification rights to the Directors and
officers of the Registrant.
Reference is made to Section 78.751 of the Nevada GCL which
provides for indemnification of Directors, officers, employees
and certain other persons under certain circumstances and
provides that a corporation may indemnify a person otherwise than
pursuant to the provisions of such Section. Reference is made to
Section 78.752 of the Nevada GCL which permits a corporation to
maintain liability insurance or certain other financial
arrangements on behalf of such persons.
The Registrant continues to maintain Directors and officers
liability insurance policies. The Registrant presently carries
Directors and officers liability coverage under a policy
maintained with a wholly-owned subsidiary of the Registrant
engaged in the insurance business in Bermuda. In addition, the
Registrant carries Directors and officers liability coverage
under policies maintained with private unaffiliated insurance
carriers. The insurance subsidiary has deposited in trust the
insurance premiums received by it from the Registrant which will
be used to pay losses which are covered by the insurance policy
issued by such subsidiary.
The Restated Articles of Incorporation of the Registrant
include a provision which eliminates the liability of Directors
and officers to the Registrant or its stockholders for damages
for breaches of their fiduciary duty, except for liability
(i) for acts or omissions which involve intentional misconduct,
fraud or a knowing violation of law; or (ii) for the payment of
dividends in violation of the provisions of the Nevada GCL which
provide that directors who, willfully or with gross negligence,
permit the payment of a dividend or the making of a distribution
other than as permitted by the Nevada GCL are jointly and
severally liable for the lesser of the amount of the dividend or
the loss sustained by reason of the dividend or other
distribution to stockholders.
The Registrant has entered into indemnification agreements
with its Directors which provide them with certain
indemnification rights.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number
5* - Opinion of Stroock & Stroock & Lavan.
23(a)* - Consent of Stroock & Stroock & Lavan. Included in
Exhibit 5 to this Registration Statement.
23(b)* - Consent of Coopers & Lybrand.
24* - Power of Attorney (included at page 11-6).
______________________
* Filed herewith.
Item 9. Undertakings.
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
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 the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii)
do not apply if the registration Statement is on Form S-3 or Form
S-8 and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
(4) If the Registrant is a foreign private issuer, to
file a post-effective amendment to the Registration Statement to
include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout
a continuous offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 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 Securities Act of 1933 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 Stamford, State of Connecticut, on the 31st day of
May, 1994.
TOSCO CORPORATION
(Registrant)
By: /s/ Thomas D. O'Malley
Thomas D. O'Malley
Chairman of the Board of
Directors and Chief
Executive Officer
POWER OF ATTORNEY
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 dates indicated.
Each person whose signature appears below hereby authorizes
Thomas D. O'Malley, Jefferson F. Allen, and Wilkes McClave III,
and any of them acting individually, with full power of
substitution to file one or more amendments, including
Post-Effective Amendments, to this Registration Statement, which
Amendments may make such changes as any of them deems
appropriate, and each person whose signature appears below,
individually and in each capacity stated below, hereby appoints
Thomas D. O'Malley, Jefferson F. Allen, and Wilkes McClave III,
and any of them acting individually, with full power of
substitution, as Attorney-in-Fact to execute his name and on his
behalf to file any such Amendments to this Registration
Statement.
Signature Title Date
/s/ Thomas D. O'Malley Chairman of the May 31, 1994
Thomas D. O'Malley Board of Directors
and Chief Executive
Officer
/s/ Jefferson F. Allen Principal Financial May 31, 1994
Jefferson F. Allen Officer and Director
/s/ Robert I. Santo Principal Accounting May 31, 1994
Robert I. Santo Officer
/s/ Joseph B. Carr Director May 31, 1994
Joseph B. Carr
/s/ Houston I. Flournoy Director May 31, 1994
Houston I. Flournoy
/s/ Clarence G. Frame Director May 31, 1994
Clarence G. Frame
Director May , 1994
Edmund A. Hajim
/s/ Joseph P. Ingrassia Director May 31, 1994
Joseph P. Ingrassia
/s/ Charles J. Luellen Director May 31, 1994
Charles J. Luellen
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EXHIBIT INDEX
Exhibit Page
Number Description Number
5* Opinion of Stroock & Stroock & Lavan.
23(a)* Consent of Stroock & Stroock & Lavan.
Included in Exhibit 5 to this
Registration Statement
23(b)* Consent of Coopers & Lybrand.
24* Power of Attorney (included at page II-6).
* Filed herewith.
Exhibit 5
212-806-5400
June 6, 1994
Tosco Corporation
72 Cummings Point Road
Stamford, CT 06902
Gentlemen:
We have acted as counsel to Tosco Corporation, a Nevada
corporation (the "Company") in connection with the preparation
and filing with the Securities and Exchange Commission (the
"Commission") under the
Securities Act of 1933, as amended (the "Act"), of a Registration
Statement on Form S-8 (the "Registration Statement") relating to
the proposed issuance of up to 425,000 shares (the "Shares") of
the Common Stock, $0.75 par value (the "Common Stock") of the
Company, pursuant to the Company's Capital Accumulation Plan (the
"Plan") and interests therein.
As such counsel, we have examined copies of the Restated Articles
of Incorporation and Bylaws of the Company, each as amended to
the date hereof, the Registration Statement, the Plan and
originals or
copies of such other corporate minutes, records, agreements and
other instruments of the Company, certificates of public
officials
and other documents and have made such examinations of law, as we
have deemed necessary to form the basis for the opinion
hereinafter
expressed. In our examination of such materials, we have assumed
the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to
original documents of all copies submitted to us. As to various
questions of fact material to such opinion, we have relied, to
the extent we deemed appropriate, upon representations,
statements and
certificates of officers and representatives of the Company and
others.
Attorneys involved in the preparation of this opinion are
admitted
to practice law in the State of New York and we do not purport to
be experts on, or to express any opinion herein concerning, any
law other than the laws of the State of New York, the federal
laws of the United States of America and the Nevada General
Corporation Law.
Based upon and subject to the foregoing, we are of the opinion
that the Shares, when issued under the circumstances contemplated
in the Registration Statement and the Plan, will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving such consent, we do not
admit hereby that we come within the category of persons whose
consent is required under Section 7 of the Act or the Rules and
Regulations of the Commission thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN
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Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Tosco Corporation on Form S-8 (File No. __-________)
of our report, dated February 4, 1994, on our audits of the
consolidated financial statements and the financial statement
schedules of Tosco Corporation as of December 31, 1993 and 1992,
and for the years ended December 31, 1993, 1992, and 1991, which
report is included in this Annual Report on Form 10-K.
Coopers & Lybrand
Oakland, California
June 10, 1994
