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/ AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON /
/ November 6, 2000 /
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REGISTRATION NO. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SUNOCO, INC.
(Exact name of Registrant as specified in its charter)
PENNSYLVANIA 23-1743282
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
TEN PENN CENTER, 1801 MARKET STREET, PHILADELPHIA, PA 19103-1699
(Address of principal executive offices) (Zip Code)
SUNOCO, INC. DEFERRED COMPENSATION PLAN
(Full title of the plan)
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ANN C. MULE'
ASSISTANT GENERAL COUNSEL AND CORPORATE SECRETARY
SUNOCO, INC.
TEN PENN CENTER
1801 MARKET STREET
PHILADELPHIA, PA 19103-1699
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (215) 977-3000
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CALCULATION OF REGISTRATION FEE
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/ / PROPOSED / PROPOSED / /
TITLE OF / / MAXIMUM / MAXIMUM / /
SECURITIES / AMOUNT / OFFERING / AGGREGATE / AMOUNT OF /
TO BE / TO BE / PRICE / OFFERING / REGISTRATION /
REGISTERED / REGISTERED (2) / PER SHARE / PRICE (2) / FEE /
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/ / / / /
DEFERRED / / / / /
COMPENSATION / $8,000,000 / 100% / $8,000,000 / $2,112 /
OBLIGATIONS (1)/ / / / /
================================================================================
Notes:
(1) The Deferred Compensation Obligations are unsecured obligations of Sunoco,
Inc. to pay deferred compensation in the future in accordance with the
terms of the Sunoco, Inc. Deferred Compensation Plan for a select group of
eligible employees.
(2) The amount to be registered is estimated solely for the purpose of
calculating the registration fee.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
Information required by this Item to be contained in the Section 10(a)
prospectus is omitted from this registration statement (the "Registration
Statement") in accordance with Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"), and the Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Information required by this Item to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act, and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been filed by Sunoco, Inc.
(hereafter the "Corporation" or the "Registrant") (File No. 1-
6841) with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by this reference, and shall
be deemed to be a part of this Registration Statement:
(a) The Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, as amended; and
(b) The Corporation's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000, June 30, 2000 and September 30, 2000.
In addition, all documents filed by the Corporation 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
which indicates that all securities offered hereby have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents with the Commission until the
information contained therein is superseded or updated by any subsequently filed
document which is incorporated by reference into this Registration Statement or
by any document which constitutes part of the prospectus relating to the Sunoco,
Inc. Deferred Compensation Plan meeting the requirements of Section 10(a) of the
Securities Act.
EXPERTS
The consolidated financial statements and schedule of Sunoco, Inc. and
subsidiaries at December 31, 1999 and 1998, and for each of the three years in
the period ended December 31, 1999, incorporated by reference in the prospectus
and in this Registration Statement have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon also incorporated by
reference herein. The reports are incorporated by reference in reliance upon
such reports given on the authority of such firm as experts in accounting and
auditing.
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ITEM 4. DESCRIPTION OF SECURITIES
Under the Sunoco, Inc. Deferred Compensation Plan, as amended and restated
(the "Plan"), the Corporation will provide certain members of management and
high level employees of the Corporation and its subsidiaries, who participate in
the Sunoco, Inc. Executive Incentive Plan, the opportunity to defer receipt of
all or a portion of the incentive bonus that they are entitled to receive. When
a participant makes a deferral election, the amounts deferred pursuant to the
Plan will be credited by book entry in the form of cash units or share units to
the deferred bonus account maintained for the participant. In conjunction with a
bonus award, the Compensation Committee may also determine a specified dollar
amount to be credited to a participant's deferred bonus account in the form of
either cash units or share units. The Plan is administered by the Compensation
Committee of the Board of Directors.
The obligations of the Corporation under the Plan to make payments to the
Plan participants in the future in accordance with the terms of the Plan will be
unsecured general obligations of the Corporation, and will rank equally with
other unsecured and unsubordinated indebtedness of the Corporation outstanding
from time to time. An aggregate principal amount of $8,000,000 of such
obligations of the Corporation are being registered hereunder and are referred
to herein as the "Deferred Compensation Obligations."
The bonus and other amounts to be deferred by each Plan participant during
any calendar year and the length of time of the deferral will be determined in
accordance with the Plan based on elections made by the participant. Cash units
in a participant's deferred bonus account shall be valued at $1.00 per unit. A
participant will receive interest equivalents quarterly on the cash units in the
account. Share units will be valued by dividing the bonus deferred by the
average closing price of Sunoco, Inc. Common Stock, New York Stock Exchange -
composite transactions for the 10-day period prior to the day on which the bonus
would otherwise have been paid. A participant with share units will have
credited to the deferred bonus account a dividend equivalent which is equal to
the dividend declared on Sunoco Common Stock. Prior to payment or distribution,
a participant may elect to convert all or a portion of share units to cash
units.
The deferred compensation obligations in the deferred bonus accounts will
be distributed in accordance with the Plan at such time or times and by such
method as elected by the participant which may be the first day of any year with
certain provisions; or following retirement, termination of employment, death,
disability or change of control as defined by the Plan; or as specified by the
Compensation Committee in the case of deferrals made by the Committee. The
Deferred Compensation Obligations shall be made out of the general funds of the
Corporation.
A participant's interest in the deferred bonus account is only a right to
receive payments pursuant to the Plan. All amounts credited to the deferred
compensation accounts on behalf of the participants are nonforfeitable. A
participant's right to the Deferred Compensation Obligations cannot be sold,
transferred, conveyed or encumbered (except for participant's designation of
beneficiary).
The Compensation Committee of the Board of Directors of the Corporation may
amend any or all of the provisions of the Plan at any time, except that no Plan
amendment may reduce for any participant the amount then credited to the
participant's deferred bonus account without the consent of the participant.
The Plan may be terminated at any time by the Board of Directors of the
Corporation.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Ann C. Mule', Assistant General Counsel and Corporate Secretary of the
Corporation, and an employee of the Corporation, has rendered an opinion with
respect to the legality of the interests being registered. Ms. Mule' owns shares
of Common Stock, and has options or other interests that entitle her to purchase
or receive additional shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Pennsylvania Business Corporation Law variously empowers or requires
the Corporation under specified circumstances, to indemnify officers, directors
and other persons against expenses incurred in connection with any action, suit
or proceeding, civil or criminal, to which such person is a party or is
threatened to be made a party.
Article VII of the Corporation's Bylaws provides as follows:
ARTICLE VII: INDEMNIFICATION
GENERAL
Section 1. The Corporation shall pay on behalf of any individual who is or
was a Director, officer, employee or agent of the Corporation, or who is or was
serving at the request of the Corporation as Director, officer, trustee,
fiduciary, employee or agent of any other domestic or foreign corporation or
partnership, joint venture, sole proprietorship, trust or other enterprise, or
who is or was serving as a fiduciary with respect to any employee benefit plan
as a result of his employment by, or service as a Director of, the Corporation
("Indemnified Person") all expenses, including attorneys' fees and
disbursements, incurred by such person in the defense or settlement of any
civil, criminal, administrative or arbitrative proceeding pending, threatened or
completed against such person by reason of his being or having been such
Indemnified Person, and shall indemnify such person against amounts paid or
incurred by him in satisfaction of settlements, judgments, fines, and penalties
in connection with any such proceeding, including any proceeding by or in the
right of the Corporation, except where such indemnification is expressly
prohibited by applicable law or where the acts or failures to act of the
Indemnified Person constitute willful misconduct, self-dealing or recklessness.
The foregoing right to payment and to indemnification shall not be exclusive of
other rights to which such person may be entitled as a matter of law or
otherwise.
AGREEMENTS FOR INDEMNIFICATION AND FUNDING
Section 2. The Corporation is authorized, but not required, to enter into
agreements for indemnification with any Indemnified Person, however, failure to
enter into such agreements shall not in any way limit the rights of such
Indemnified Persons hereunder. The Corporation may, in addition to the
foregoing, create a fund of any nature, which may, but need not be, under the
control of a trustee, or otherwise secure or insure in any manner its
indemnification obligations.
EXPENSES
Section 3. Expenses incurred by a Director, officer, employee or agent in
defending a civil or criminal action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such person to
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repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation.
DISPUTES
Section 4. Any dispute related to the right to indemnification of or
advancement of expenses to Indemnified Persons as provided under this Article,
except with respect to indemnification for liabilities arising under the
Securities Act of 1933 which the Corporation has undertaken to submit to a court
for adjudication, shall be decided only by arbitration in accordance with the
commercial arbitration rules then in effect of the American Arbitration
Association.
Article Ninth of the Corporation's amended and restated Articles of
Incorporation provides that the Corporation's directors and officers will not be
personally liable to the Corporation or its shareholders for monetary damages
resulting from any action taken or any failure to take action as directors or
officers, unless: (a) such director or officer has breached the duties of
office or has failed to perform such duties in good faith, in a manner
reasonably believed to be in the best interests of the Corporation and with such
care, including reasonable inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances, and (b) the breach or failure to
perform constitutes self-dealing, willful misconduct or recklessness.
The Corporation has obtained Executive Liability Coverage and Executive
Indemnification Coverage covering all claims during the policy period in an
aggregate amount up to $100,000,000. The Executive Liability portion of this
policy protects all directors and officers of the Corporation and its
subsidiaries. This section of the policy provides protection for losses arising
from any error, misstatement, misleading statement, act, omission, neglect, or
breach of duty committed, attempted or allegedly committed or attempted by such
persons in the discharge of their duties as directors and officers for which the
director or officer is not indemnified by the Corporation. The Executive
Indemnification portion of the policy protects the Corporation (subject to
several limitations and exceptions) against losses for which it grants
indemnification as permitted or required by law. The terms of the policy
provide for the payment of an insurance deductible in the amount of $5,000,000
on a per occurrence basis, on all claims for which coverage under the policy has
been provided. In February 1996, the Board of Directors approved and authorized
the Corporation to enter into agreements of indemnification with each officer
and director of the Corporation to provide for the Corporation's payment of the
deductible for any claims for which coverage has been provided.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are either filed herewith or incorporated by
reference to documents previously filed as indicated below:
Exhibits:
5 Opinion of Ann C. Mule', Esq., Assistant General Counsel and
Corporate Secretary of Sunoco, Inc. (relating to legality of the
deferred compensation obligations being registered).
23.1 Consent of Ernst & Young LLP.
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23.2 Consent of Ann C. Mule', Esq. (included in Exhibit 5).
24.1 Power of Attorney executed by certain officers and directors of
Sunoco, Inc.
24.2 Certified copy of the resolution authorizing certain officers to sign
on behalf of Sunoco, Inc. and the Sunoco, Inc. Deferred Compensation
Plan.
99 Sunoco, Inc. Deferred Compensation Plan, as amended and restated as
of February 2, 2000 (incorporated by reference to Exhibit 10.5 of the
Company's 1999 Annual Report on Form 10-K filed March 3, 2000, File
No. 1-6841).
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 end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) of the
Securities Act of 1933 if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(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 the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the Registration Statement
is on Form S-3, Form S-8 or Form F-3, 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.
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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 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.
(h) 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 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
THE REGISTRANT. 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 Philadelphia, Pennsylvania, on November 6, 2000.
SUNOCO, INC.
By: /s/ THOMAS W. HOFMANN
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Thomas W. Hofmann*
Vice President and
Chief Financial Officer
Date: November 6, 2000
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by or on behalf of the following persons in the
capacities indicated on November 6, 2000.
Signatures Titles
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RAYMOND E. CARTLEDGE* Director
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Raymond E. Cartledge
ROBERT J. DARNALL* Director
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Robert J. Darnall
JOHN G. DROSDICK* Chairman of the Board,
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John G. Drosdick Chief Executive Officer
President, and Director
(Principal Executive Officer)
MARY JOHNSTON EVANS* Director
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Mary Johnston Evans
THOMAS P. GERRITY* Director
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Thomas P. Gerrity
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ROSEMARIE B. GRECO* Director
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Rosemarie B. Greco
THOMAS W. HOFMANN* Vice President and
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Thomas W. Hofmann Chief Financial Officer
(Principal Financial Officer)
JAMES G. KAISER* Director
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James G. Kaiser
ROBERT D. KENNEDY* Director
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Robert D. Kennedy
JOSEPH P. KROTT* Comptroller
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Joseph P. Krott (Principal Accounting
Officer)
NORMAN S. MATTHEWS* Director
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Norman S. Matthews
R. ANDERSON PEW* Director
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R. Anderson Pew
Director
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G. Jackson Ratcliffe
ALEXANDER B. TROWBRIDGE* Director
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Alexander B. Trowbridge
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*Thomas W. Hofmann, Vice President and Chief Financial Officer, by signing his
name hereto, signs this Registration Statement individually, on behalf of the
Registrant and as attorney-in-fact for each of the other persons indicated by
asterisk above, pursuant to a power of attorney duly executed by such persons
and filed with the Commission herewith.
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EXHIBIT INDEX
Exhibit No. Exhibit
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5 Opinion of Ann C. Mule', Esq., Assistant General Counsel and
Corporate Secretary of Sunoco, Inc. (relating to legality of the
deferred compensation obligations being registered).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ann C. Mule', Esq. (included in Exhibit 5).
24.1 Power of Attorney executed by certain officers and directors of
Sunoco, Inc.
24.2 Certified copy of the resolution authorizing certain officers to
sign on behalf of Sunoco, Inc. and the Sunoco, Inc. Deferred
Compensation Plan.
99 Sunoco, Inc. Deferred Compensation Plan, as amended and restated
as of February 2, 2000 (incorporated by reference to Exhibit 10.5
of the Company's 1999 Annual Report on Form 10-K filed March 3,
2000, File No. 1-6841).
