<PAGE>
As filed with the Securities and Exchange Commission on June 23, 2000
Registration No. 333-
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________________
Unicom Corporation
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Illinois 36-3961038
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
37th Floor, 10 South Dearborn Street 60690-3005
P.O. Box A-3005 (Zip Code)
Chicago, Illinois
(Address of principal executive offices)
</TABLE>
Unicom Corporation Retirement Plan for Directors
Commonwealth Edison Company Retirement Plan for Directors
(Full title of the plan)
Ruth Ann M. Gillis
Senior Vice President and Chief Financial Officer
Unicom Corporation
37th Floor, 10 South Dearborn Street
P.O. Box A-3005
Chicago, Illinois 60690-3005
(312) 394-4321
(Name, address, and telephone number, including area code, of agent for service)
Copy to:
Richard W. Astle
Sidley & Austin
Bank One Plaza - 10 South Dearborn Street
Chicago, Illinois 60603
(312) 853-7000
__________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Title of Securities to Amount to be Registered Proposed Maximum Proposed Maximum Amount of
be Registered Offering Price Per Share Aggregate Offering Price Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
without par value 30,000 shares $40.375 (1) $1,211,250 (1) $319.77
Common Stock
Purchase Rights 30,000 rights (2) (2) (2)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the
average of the high and low sale prices of the Common Stock, without par
value, reported on the New York Stock Exchange on June 19, 2000.
(2) Rights to purchase Common Stock (the "Rights") initially are attached to
and trade with the shares of Common Stock being registered hereby. Value
attributable to such Rights, if any, is reflected in the market price of
the Common Stock.
---------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed with the Securities and
Exchange Commission are incorporated herein by reference:
(a) Annual Report on Form 10-KA of the Registrant for the year
ended December 31, 1999, as filed on May 12, 2000.
(b) Quarterly Report on Form 10-Q of the Registrant for the
quarterly period ended March 31, 2000.
(c) Current Reports on Form 8-K of the Registrant dated January
7, 2000 and May 9, 2000.
(d) The description of the Registrant's Common Stock, which is
contained in a registration statement on Form 8-B filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
any subsequent amendment or any report filed for the purpose of updating
such description.
(e) The description of the Registrant's Common Stock Purchase
Rights, which is contained in a registration statement on Form 8-A filed
under the Exchange Act, including any subsequent amendment or any report
filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration
Statement and prior to the filing of a post-effective amendment 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 into this Registration Statement and to be a part hereof from the
respective dates 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.
Certain provisions of the Illinois Business Corporation Act of
1983, as amended (the "BCA"), provide that the Registrant may, and in some
circumstances must, indemnify the directors and officers of the Registrant and
of each subsidiary company against liabilities and expenses incurred by such
person by reason of the fact that such person was serving in such capacity,
subject to certain
2
<PAGE>
limitations and conditions set forth in the statute. The Registrant's Articles
of Incorporation and By-Laws provide that the Registrant will indemnify its
directors and officers, and may indemnify any person serving as director or
officer of another business entity at the Registrant's request, to the extent
permitted by the statute. In addition, the Registrant's Articles of
Incorporation provide, as permitted by the BCA, that directors shall not be
personally liable for monetary damages for breach of fiduciary duty as a
director, except (i) for breaches of their duty of loyalty to the Registrant or
its shareholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 8.65
of the BCA, and (iv) for transactions from which a director derived an improper
personal benefit.
The Registrant maintains liability insurance policies which
indemnify the Registrant's directors and officers, the directors and officers of
subsidiaries of the Registrant, and the trustees of the Commonwealth Edison
Company Service Annuity Fund and the Commonwealth Edison Company of Indiana,
Inc. Service Annuity Fund, against loss arising from claims by reason of their
legal liability for acts as such directors, officers or trustees, subject to
limitations and conditions as set forth in the policies.
The Registrant indemnifies assistant officers and other employees
against liabilities and expenses incurred by reason of acts performed in
connection with the operations of the various employee benefit systems of the
Registrant and its subsidiaries.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits accompanying this Registration Statement are listed
on the accompanying Exhibit Index.
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:
(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. 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 and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange 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; and
3
<PAGE>
(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 (a)(1)(i) and (a)(1)(ii) 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 or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for 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.
(b) 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 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.
(c) 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.
4
<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 Chicago, State of Illinois, on this 29th day of
February, 2000.
UNICOM CORPORATION
By: /s/ John W. Rowe
----------------------------
John W. Rowe, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 29th day of February, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ John W. Rowe Chairman and Director
------------------------------
John W. Rowe (principal executive officer)
/s/ Ruth Ann M. Gillis Senior Vice President and Chief Financial Officer
------------------------------
Ruth Ann M. Gillis (principal financial officer)
/s/ Robert E. Berdelle Vice President and Comptroller
------------------------------
Robert E. Berdelle (principal accounting officer)
/s/ Edward A. Brennan Director
------------------------------
Edward A. Brennan
/s/ Carlos H. Cantu Director
------------------------------
Carlos H. Cantu
/s/ James W. Compton Director
------------------------------
James W. Compton
/s/ Bruce DeMars Director
------------------------------
Bruce DeMars
/s/ Sue L. Gin Director
------------------------------
Sue L. Gin
/s/ Donald P. Jacobs Director
------------------------------
Donald P. Jacobs
/s/ Edgar D. Jannotta Director
------------------------------
Edgar D. Jannotta
/s/ John W. Rodgers, Jr. Director
------------------------------
John W. Rogers, Jr.
/s/ Richard L. Thomas Director
------------------------------
Richard L. Thomas
</TABLE>
5
<PAGE>
INDEX TO EXHIBITS TO REGISTRATION STATEMENT
Exhibit
Number Description of Document
------ -----------------------
(4)-1 Articles of Incorporation of the Registrant effective January 28,
1994 (File No. 1-11375, Form 10-K for the year ended December 31,
1994), Exhibit (3)-1), which is incorporated herein by reference.
*(4)-2 By-Laws of the Registrant effective January 28, 1994, as amended
through May 2, 2000.
(4)-3 Unicom Corporation Retirement Plan for Directors, effective
September 1, 1994, as amended through March 12, 1997 (File No. 1-
11375, Form 10-K for the year ended December 31, 1996, Exhibit
(10)-19), which is incorporated herein by reference.
(4)-4 Commonwealth Edison Company Retirement Plan for Directors,
effective January 1, 1987, as amended through March 12, 1997
(File No. 1-1839, Form 10-K for the year ended December 31, 1996,
Exhibit (10)-20), which is incorporated herein by reference
*(5) Opinion of Sidley & Austin.
*(23)-1 Consent of Sidley & Austin (included in Exhibit 5 above).
*(23)-2 Consent of Arthur Andersen LLP.
____________________
*Filed herewith.
6
