As filed with the Securities and Exchange Commission on December 31, 2002
Registration No: 333-________
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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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UNOCAL CORPORATION
(Exact name of registrant specified in its charter)
Delaware 95-3825062
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245
(Address, including zip code, of Principal Executive Offices)
1998 MANAGEMENT INCENTIVE PROGRAM
(Full title of the plan)
CHARLES O. STRATHMAN, ESQ.
Vice President and Chief Legal Officer
2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245
(310) 726-7600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
--------------------------------- --------------------- ------------------------- ------------------------ -----------------
--------------------------------
Title of each class Proposed maximum Proposed maximum
of securities Amount to be offering price per aggregate offering Amount of
to be registered registered unit(1) price(1) registration fee
--------------------------------- --------------------- ------------------------- ------------------------ -----------------
--------------------------------- --------------------- ------------------------- ------------------------ -----------------
Common Stock, $1.00 par value 4,000,000 shares $30.86 $123,440,000 $11,356
per share (including Preferred
Stock Purchase Rights)
--------------------------------- --------------------- ------------------------- ------------------------ -----------------
(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 December 27, 2002.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
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. Our Annual Report on Form 10-K, as amended by Amendments Nos. 1 and 2 on
Form 10-K/A, for the fiscal year ended December 31, 2001;
b. Our Quarterly Reports on Form 10-Q for the quarterly periods ended March
31, June 30 (as amended by Amendment Nos. 1 and 2 on Form 10-Q/A), and
September 30, 2002;
c. Our Current Reports on Form 8-K dated (date of earliest event reported)
January 22 and 24, March 27, April 8 and 25, and June 10 and 20, August 2
and 20, September 4, 13, 18, 25, and 27, as amended by Amendment No. 1 on
Form 8-K/A, October 1, 8, 24 and 30, November 12, and December 26,
2002;
d. All of our 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, 2001; and
e. The description of our Common Stock, $1.00 par value per share, excluding
that of the associated Preferred Stock Purchase Rights, 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 us (File Nos.
333-58415 and 333-58415-01), together with the description of our now
associated Preferred Share Purchase Rights included in our Current Report
on Form 8-K dated January 5, 2000, as they have been amended as set forth
in our Current Reports on Form 8-K dated (date of earliest event reported)
March 27 and August 2, 2002. The descriptions of the 6.25% Trust
Convertible Preferred Securities of Unocal Capital Trust, (the "Trust
Convertible Preferred Securities"), the guarantee thereof by us, and our
6.25% Convertible Junior Subordinated Debentures (as the rights and terms
of which may materially limit or qualify the rights evidenced by, or
amounts payable with respect to, our 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.
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 Prospectus 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 by Charles O. Strathman, Esq., Vice President and
Chief Legal Officer of the Company. As of December 30, 2002, Mr. Strathman owned
beneficially 8,429 shares of Common Stock. He also held options to purchase
73,305 shares of common stock at prices ranging from $26.3750 to $38.8125, with
expiration dates ranging from 2004 to 2012. In addition, Mr. Strathman held
12,751 performance share units, which could be paid out in up to 25,502 shares
of common stock four years after their award dates, depending upon our 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 Restated 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 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,
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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;
2. 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.
3. 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.
4. 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 31,
2002.
UNOCAL CORPORATION
By /s/ Joe D. Cecil *
_______________________
Joe D. Cecil
Vice President and Comptroller
* By /s/ Darrell D. Chessum
_____________________
Darrell D. Chessum
Attorney-in-Fact
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/ Charles R. Williamson * Chairman of the Board of Directors December 31, 2002
_______________________ and Chief Executive Officer
Charles R. Williamson (Principal Executive Officer)
/S/ Timothy H. Ling * President, Chief Operating Officer December 31, 2002
_______________________ and Director
Timothy H. Ling
/S/ Terry G. Dallas * Executive Vice President December 31, 2002
_______________________ and Chief Financial Officer
Terry G. Dallas
/S/ Joe D. Cecil * Vice President and Comptroller December 31, 2002
_______________________ (Principal Accounting Officer)
Joe D. Cecil
/S/ John W. Amerman * Director December 31, 2002
_______________________
John W. Amerman
/S/ John W. Creighton, Jr. * Vice Chairman of the December 31, 2002
_______________________ Board of Directors
John W. Creighton, Jr.
----------------------- Director
James W. Crownover
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SIGNATURE TITLE DATE
/S/ Frank C. Herringer * Director December 31, 2002
_______________________
Frank C. Herringer
----------------------- Director
Charles R. Larson
/S/ Donald B. Rice * Director December 31, 2002
_______________________
Donald B. Rice
/S/ Kevin W. Sharer * Director December 31, 2002
_______________________
Kevin W. Sharer
/S/ Marina v.N. Whitman *
_______________________ Director December 31, 2002
Marina v.N. Whitman
* By /S/ Darrell D. Chessum
_____________________
Darrell D. Chessum
Attorney-in-Fact
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 31, 2002.
1998 MANAGEMENT INCENTIVE
PROGRAM
By /S/ Frank C. Herringer *
________________________
Frank C. Herringer
Member, Management Development and
Compensation Committee
* By /S/ Darrell D. Chessum
_____________________
Darrell D. Chessum
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
4.1 Restated Certificate of Incorporation of Unocal, dated as of January
31, 2000, and currently in effect (incorporated by reference to Exhibit
3.1 to Unocal's Annual Report on Form 10-K for the year ended December
31, 1999, File No. 1-8483). *
4.2 Bylaws of Unocal, as amended through December 3, 2002, and currently in
effect (incorporated by reference to Exhibit 3 to Unocal's Current
Report on Form 8-K dated December 3, 2002, File No. 1-8483). *
4.3 Rights Agreement, dated as of January 5, 2000, between Unocal and
Mellon Investor Services, L.L.C., as Rights Agent (incorporated by
reference to Exhibit 4 to Unocal's Current Report on Form 8-K dated
January 5, 2000, File No. 1-8483), as amended by Amendment to Rights
Agreement, dated as of March 27, 2002 (incorporated by reference to
Exhibit 10 to Unocal's Current Report on Form 8-K dated March 27, 2002,
File No. 1-8483), and as further amended by Amendment No. 2 to Rights
Agreement, dated as of August 2, 2002 (incorporated by reference to
Exhibit 10 to Unocal's Current Report on Form 8- K dated August 2,
2002, File No. 1-8483). *
5 Opinion of Charles O. Strathman, Esq., Vice President and Chief Legal
Officer of Unocal.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Charles O. Strathman, Esq., Vice President and Chief Legal
Officer of Unocal (included in Exhibit 5).
24 Power of Attorney.
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* Previously filed
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