sv8
As filed with the Securities and Exchange Commission on August 15, 2005.
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHEVRON CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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94-0890210
(I.R.S. Employer
Identification No.) |
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6001 Bollinger Canyon Road,
San Ramon, California
(Address of Principal
Executive Offices)
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94583
(Zip Code)
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UNOCAL CORPORATION 2001 DIRECTORS’ DEFERRED COMPENSATION AND
STOCK AWARD PLAN
(Full title of the plan)
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Copy to: |
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Lydia I. Beebe
Chevron Corporation
6001 Bollinger Canyon Road
San Ramon, CA 94583
(925) 842-1000
(Name, address and telephone
number, including area code,
of agent for service)
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Terry M. Kee
Pillsbury Winthrop Shaw Pittman LLP
50 Fremont Street
San Francisco, CA 94105
(415) 983-1000 |
CALCULATION OF REGISTRATION FEE
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Title of |
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Amount |
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Proposed |
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Proposed |
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Amount of |
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Securities To |
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To Be |
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Maximum |
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Maximum Aggregate |
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Registration |
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Be Registered |
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Registered |
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Offering Price |
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Offering Price |
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Fee |
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per Share |
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Common Stock, $0.75
par value per share
(1) |
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76,261 shares |
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$61.47 |
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$4,687,764 (1) |
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$551.75 (2) |
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Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration
fee. |
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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 2001 Directors’ Deferred Compensation and Stock Award Plan. |
The Registration Statement shall become effective upon filing in accordance with Rule 462
under the Securities Act of 1933.
Upon consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of
April 4, 2005, as amended by that certain Amendment No. 1 to Agreement and Plan of Merger dated as
of July 19, 2005, among Chevron Corporation (the “Registrant”), Unocal Corporation (“Unocal”) and
Blue Merger Sub Inc., a wholly-owned subsidiary of the Registrant, the Registrant assumed the
existing employee benefits plans of Unocal. This Registration Statement on Form S-8 is filed by
the Registrant in connection with such employee benefit plans, and relates to 76,261 shares of its
Common Stock, par value $0.75 per share, issuable pursuant to the 2001 Directors’ Deferred
Compensation and Stock Award Plan of Unocal.
Pursuant
to Rule 416(a) under the Securities Act, this Registration
Statement shall also cover any additional shares of Common Stock that
become issuable under the applicable plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without receipt of consideration that increases the number of
outstanding shares of the Registrant’s Common Stock.
TABLE OF CONTENTS
PART I: INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Securities and Exchange Commission
are hereby incorporated by reference in this Registration Statement:
(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004.
(b) The Registrant’s Quarterly Reports on Form 10-Q for the quarter ended June 30, 2005, and
for the quarter ended March 31, 2005.
(c) The Registrant’s Current Reports on Form 8-K filed on April 4, April 7, April 28, May 10,
June 30, July 20 (as amended by Amendment No. 1 to that report filed July 21), July 25, 2005 and
August 10, 2005.
(d) The description of the Registrant’s Common Stock contained in the Registrant’s Current
Reports on Form 8-K dated November 1, 2001 and November 19, 2002.
Item 4. Description of Securities.
The Common Stock of the Registrant is registered under Section 12 of the Securities Exchange
Act of 1934, and accordingly, no description is provided hereunder.
The Registrant will assume Unocal’s obligations under the 2001 Directors’ Deferred
Compensation and Stock Award Plan (the “Plan”) with respect to outstanding stock options and
provide non-employee directors (“Eligible Directors”) the opportunity to request that the
Registrant defer all or a portion of their annual cash compensation into stock units subject to
certain conditions. Compensation deferred into stock units (“Stock Units”) at the election of an
Eligible Director was credited to an account for the Eligible Director (the “Stock Unit Account”).
Stock Unit Accounts of Eligible Directors who are participants in the 2004 Directors’ Deferred
Compensation and Restricted Stock Unit Award Plan (the “2004 Plan”) were transferred to the 2004
Plan and are governed by the rules of the 2004 Plan. Stock Unit Accounts of Eligible Directors who
did not become participants in the 2004 Plan remained in this Plan.
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Information required by Part I to be
contained in the Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of 1933 and the
Note to Part I of Form S-8. |
The amount to be deferred by each Eligible Director was determined in accordance with the Plan
based on elections by the Eligible Director. Distributions of Stock Unit Accounts will be made as
elected by the Eligible Director at the time of deferral. Eligible Directors may elect early
distribution subject to certain restrictions under the Plan.
An Eligible Director’s right or the right of any other person to Stock Units cannot be
assigned, transferred, pledged, or transferred, except to a designated beneficiary in the event of
the Eligible Director’s death, or, in the case of options, with the consent of the committee
administering the plan, to certain persons or entities related to the Eligible Director.
Participation in the Plan shall not give any person the right to continue to serve as a member
of the board of directors of the Registrant. The Plan shall create only a contractual obligation
on the part of the Registrant and shall not be construed as creating a trust or fiduciary
relationship between the Registrant and the Eligible Director. Eligible Directors shall have
rights no greater than those of a general unsecured creditor of the Registrant with respects to
amounts or benefits payable or credited under the Plan.
The Registrant reserves the right to amend or terminate the Plan at any time, except that no
such amendment or termination shall adversely affect the right of a participant to the balance of
his or her stock unit account as of the date of such amendment or termination.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article IX of the Registrant’s restated Certificate of Incorporation provides as follows:
“1. A director of the Corporation shall not be liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any
breach of the director’s duty of loyalty to the Corporation or its stockholders; (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(c) pursuant to section 174 of the Corporation Law; or (d) for any transaction from which the
director derived an improper personal benefit.
2. To the fullest extent authorized by the Corporation Law, the Corporation shall indemnify
any Corporate Servant who was or is a party or is threatened to be made a party to any Proceeding
by reason of the fact that such person was or is a Corporate Servant.
3. In serving or continuing to serve the Corporation, a Corporate Servant is entitled to rely
and shall be presumed to have relied on the rights granted pursuant to the foregoing provisions of
this Article IX, which shall be enforceable as contract rights and inure to the benefit of the
heirs, executors and administrators of the Corporate Servant; and no repeal or modification of the
foregoing provisions of this Article IX shall adversely affect any right existing at the time of
such repeal or modification.
4. The Board of Directors is authorized, to the extent permitted by the Corporation Law, to
cause the Corporation to pay expenses incurred by Corporate Servants in defendant Proceedings and
to purchase and maintain insurance on their behalf whether or not the Corporation would have the
power to indemnify them under the provisions of this Article IX or otherwise.
5. Any right or privilege conferred by or pursuant to the provisions of this Article X shall
not be exclusive of any other rights to which any Corporate Servant may otherwise be entitled.
6. As used in this Article X:
(a) ‘Corporate Servant’ means any natural person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, manager, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust or other organization or
enterprise, nonprofit or otherwise, including an employee benefit plan;
(b) ‘Corporation Law’ means the General Corporation Law of the State of Delaware, as
from time to time amended;
(c) ‘indemnify’ means to hold harmless against expenses (including attorneys’ fees),
judgments, fines (including excise taxes assessed with respect to an employee
benefit plan) and amounts paid in settlement actually and reasonably incurred by the
Corporate Servant in connection with a Proceeding;
(d) ‘Proceeding’ means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal or administrative; and
(e) ‘request of the Corporation’ includes any written authorization by an officer of
the Corporation.”
Section 145 of the General Corporation Law of the State of Delaware, in which the Registrant
is incorporated, permits, subject to certain conditions, the indemnification of directors or
officers of a Delaware corporation for expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement incurred in connection with the defense of any action, suit or
proceeding in relation to certain matters against them as such directors or officers.
The directors and officers of the Registrant are covered by policies of insurance under which
they are insured, within limits and subject to limitations, against certain expenses in connection
with the defense of actions, suits or proceedings, and certain liabilities which might be imposed
as a result of such actions, suits or proceedings, in which they are parties by reason of being or
having been directors or officers; the Registrant is similarly insured with respect to certain
payments it might be required to make to its directors or officers under the applicable statutes
and the Registrant’s by-law provisions.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
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Exhibit |
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5.1
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Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding legality of
securities to be offered. |
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23.1
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public
Accounting Firm. |
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23.2
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Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1). |
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24.1 to 24.14
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Powers of Attorney for directors and certain officers of the Registrant,
authorizing the signing of the Registration Statement on Form S-8 on
their behalf. |
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of the securities
registered hereby, 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;
(B) 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
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% 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 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)(A) and (a)(1)(B) do not apply if 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.
(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 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.
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 San Ramon, State of California, on August 15, 2005.
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CHEVRON CORPORATION |
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By
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DAVID J. O’REILLY* |
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David J. O’Reilly |
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Chairman of the Board and |
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Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed below by the following persons on behalf of the Registrant and in the capacities
indicated on the 15th day of August, 2005.
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| PRINCIPAL EXECUTIVE OFFICERS |
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DIRECTORS |
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DAVID J. O’REILLY*
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SAMUEL H. ARMACOST* |
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David J. O’Reilly, Chairman of the Board and
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Samuel H. Armacost |
Chief Executive Officer |
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PETER J. ROBERTSON*
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ROBERT J. EATON* |
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Peter J. Robertson, Vice Chairman of the
Board
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Robert J. Eaton |
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PRINCIPAL FINANCIAL OFFICER
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SAM L. GINN* |
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Sam L. Ginn |
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Stephen J. Crowe, |
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Vice-President |
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and Chief Financial Officer |
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PRINCIPAL ACCOUNTING OFFICER |
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MARK A. HUMPHREY*
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CARLA A. HILLS* |
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Mark A. Humphrey
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Carla A. Hills |
Vice President and Comptroller |
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FRANKLYN G. JENIFER* |
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Franklyn G. Jenifer |
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ROBERT E. DENHAM* |
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Robert E. Denham |
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SAM NUNN* |
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Sam Nunn |
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CHARLES R. SHOEMATE* |
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Charles R. Shoemate |
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RONALD D. SUGAR* |
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Ronald D. Sugar |
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CARL WARE* |
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Carl Ware |
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*By /s/ CHRISTOPHER A. BUTNER |
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Attorney-in-Fact |
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Pursuant to the requirements of the Securities Act of 1933, the Administrator of the 2001
Directors’ Deferred Compensation and Stock Award Plan has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized in the city of San Ramon,
State of California, on August 15, 2005.
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2001 DIRECTORS’ DEFERRED |
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COMPENSATION AND STOCK AWARD PLAN |
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By: CHEVRON CORPORATION |
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Plan Administrator |
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By:
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DAVID J. O’REILLY* |
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David J. O’Reilly |
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Chairman of the Board and |
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Chief Executive Officer |
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*By:
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/s/ CHRISTOPHER A. BUTNER |
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Christopher A. Butner, |
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Attorney in Fact |
INDEX TO EXHIBITS
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| Exhibit |
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Exhibit |
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5.1
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Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding legality of
securities to be offered. |
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23.1
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public
Accounting Firm. |
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23.2
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Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1). |
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24.1 to 24.14
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Powers of Attorney for directors and certain officers of the Registrant,
authorizing the signing of the Registration Statement on Form S-8 on
their behalf. |