Registration No. 33-
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Union Carbide Corporation
(Exact name of registrant as specified in its charter)
New York 13-1421730
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
39 Old Ridgebury Road, Danbury, CT 06817-0001
(Address of principal executive offices)
1994 Union Carbide Corporation
Long Term Incentive Plan
(Full title of the plan)
Joseph E. Geoghan
Vice President, General Counsel and Secretary
Union Carbide Corporation
39 Old Ridgebury Road,
Danbury, CT 06817-0001
(Name and address of agent for service)
(203) 794-2000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed maximum Amount
securities maximum aggregate of
to be Amount to be offering offering registration
registered registered price per price (1) fee
share (1)
_________________________________________________________________
Common 7,500,000 $25.81 $193,575,000 $66,749.89
Stock shares
$1.00
par value
(1) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(c) and (h) under the
Securities Act of 1933, as amended, on the basis of the average
of the high and low prices reported in the consolidated reporting
system on May 6, 1994.
_________________________________________________________________
The Prospectus which is part of this Registration Statement
also relates to previously filed Registration Statements Nos. 2-
90419 and 33-22125. This statement is made pursuant to Rule
429(b).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified by Part
I of this Form S-8 Registration Statement (the "Registration
Statement") will be sent or given to participants in the 1994
Union Carbide Corporation Long Term Incentive Plan (the "Plan")
of Union Carbide Corporation, a New York corporation, as
specified in Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"). Such document(s) are
not being filed with the Commission but constitute (along with
the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof), a prospectus
that meets the requirements of Section 10(a) of the Securities
Act.
For purposes of this Registration Statement, the term
"Company" shall mean, for all periods prior to May 1, 1994, Union
Carbide Corporation ("UCC") and its wholly owned subsidiary,
Union Carbide Chemicals and Plastics Company Inc. ("UCC&P"). On
April 27, 1994, the shareholders of Union Carbide Corporation
voted to merge UCC into its wholly owned subsidiary, UCC&P (the
"Merger"). For all periods including and subsequent to May 1,
1994, the effective date of the Merger, the term "Company" shall
mean the surviving company, UCC&P, which is known as Union
Carbide Corporation.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by the Company with
the Commission and are hereby incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1993, which includes a description of the
Company's Common Stock.
(b) All documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, 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 Registration Statement and to be a 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.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 721 through 726 of the New York Business
Corporation Law provide for indemnification of directors and
officers. If a director or officer is successful on the merits
or otherwise in a legal proceeding, he must be indemnified to the
extent he was successful. Further, indemnification is permitted
in both third-party and derivative suits if he acted in good
faith and for a purpose he reasonably believed was in the best
interest of the Company, and if, in the case of a criminal
proceeding, he had no reasonable cause to believe his conduct was
unlawful.
Indemnification under this provision applies to judgments,
fines, amounts paid in settlement and reasonable expenses, in the
case of third party actions, and amounts paid in settlement and
reasonable expenses, in the case of derivative actions. In a
derivative action, however, a director or officer may not be
indemnified for amounts paid to settle such a suit or for any
claim, issue or matter as to which such person shall have been
adjudged liable to the Company absent a court determination that
the person is fairly and reasonably entitled to indemnity.
Notwithstanding the failure of the Company to provide
indemnification and despite any contrary resolution of the board
or shareholders, indemnification shall be awarded by the proper
court pursuant to Section 724 of the New York Business
Corporation Law.
Under New York law, expenses may be advanced upon receipt of
an undertaking by or on behalf of the director or officer to
repay the amounts in the event the recipient is ultimately found
not to be entitled to indemnification. The advance is
conditioned only upon receipt of the undertaking and not upon a
finding that the officer or director has met the applicable
indemnity standards.
Article V of the Company's By-Laws requires it to indemnify
each of its past, present and future directors, officers and
employees to the fullest extent permitted by law for any and all
costs and expenses resulting from or relating to any suit or
claim arising out of service to the Company or to other
organizations at the Company's request.
The Company has entered into indemnity agreements with each
of its directors and officers which require the Company, among
other things, to indemnify each director or officer for all costs
and expenses of suits and claims (to the fullest extent permitted
by law), and to advance to each director or officer the costs and
expenses of defending any suit or claim if such director or
officer undertakes to pay back such advances to the extent
required by law. These provisions do not apply to any suit or
claim voluntarily commenced by the director or officer against
the Company, unless the institution of such proceeding was
approved by a majority of the Board of Directors or the director
or officer is successful on the merits in such proceeding.
Section 402 of the New York Business Corporation Law permits
the Company to include in its certificate of incorporation
provisions eliminating the personal liability of directors to the
Company or its shareholders for any breach of duty in such
capacity unless a judgment or final adjudication adverse to the
director that his acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law or that he
personally gained a financial profit or other advantage to which
he was not legally entitled or his acts violated Section 719 of
the New York Business Corporation Law. The certificate of
incorporation of the Company contains a provision eliminating the
personal liability of its directors to the Company and its
shareholders except to the extent such liability may not be
eliminated by law.
The Company carries directors' and officers' insurance which
covers its directors and officers against certain liabilities
they may incur when acting in their capacity as directors or
officers of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
4 1994 Union Carbide Corporation Long Term Incentive
Plan
5 Opinion of Kelley Drye & Warren, Counsel to Company,
as to the legality of the shares being registered
under this Registration Statement.
23.1 Consent of KPMG Peat Marwick, Independent Auditors
23.2 Consent of Price Waterhouse, Independent Accountants
23.3 Consent of Kelley Drye & Warren (included in opinion
filed as Exhibit 5)
24 Powers of Attorney of Directors and Certain Officers
of the Company (included on the signature pages
hereof)
ITEM 9. UNDERTAKINGS.
The undersigned Company 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; (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; 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 subparagraphs (i) and (ii) do
not apply if the information required to be included in a post-
effective amendment by those subparagraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or
15(d) of the 1934 Act that are incorporated by reference in the
Registration Statement.
(2) 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.
(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) That, for the purposes of determining any
liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 15(d) of the 1934 Act
(and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act), that it
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.
(5) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Company pursuant to the
foregoing provisions described in Item 6 of this Registration
Statement, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 Danbury, State of Connecticut on this 9th day of May, 1994.
UNION CARBIDE CORPORATION
By:JOHN K. WULFF
Vice President, Controller and
Principal Accounting Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Union Carbide
Corporation, hereby severally constitute and appoint Robert D.
Kennedy, John K. Wulff and Gilbert E. Playford, and each of them
singly, our true and lawful attorney, with full power to them, to
sign for us in our names in the capacities indicated below, this
Registration Statement and any and all further post-effective
amendments to this Registration Statement, and generally to do
all things in our name and on our behalf in such capacities to
enable Union Carbide Corporation to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any
and all amendments thereto.
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 stated.
Signature Title Date
ROBERT D. KENNEDY Director, Chairman May 9, 1994
of the Board and Chief
Executive Officer
(Principal
Executive Officer)
GILBERT E. PLAYFORD Vice-President May 9, 1994
(Principal Financial
Officer)
JOHN K. WULFF Vice-President, May 9, 1994
Controller (Principal
Accounting Officer)
JOHN J. CREEDON Director May 9, 1994
C. FRED FETTEROLF Director May 9, 1994
JOSEPH E. GEOGHAN Director May 9, 1994
RAINER E. GUT Director May 9, 1994
JAMES M. HESTER Director May 9, 1994
WILLIAM H. JOYCE Director May 9, 1994
RONALD L. KUEHN, JR. Director May 9, 1994
C. PETER McCOLOUGH Director May 9, 1994
ROZANNE L. RIDGWAY Director May 9, 1994
WILLIAM S. SNEATH Director May 9, 1994
EXHIBIT INDEX
Sequential
Page Exhibit
Number Description Number
4 1994 Union Carbide Corporation Long Term
Incentive Plan
5 Opinion of Kelley Drye & Warren, Counsel to
Company, as to the legality of the shares
being registered under this Registration
Statement
23.1 Consent of KPMG Peat Marwick, Independent
Auditors
23.2 Consent of Price Waterhouse, Independent
Accountants
23.3 Consent of Kelley Drye & Warren (included in
opinion filed as Exhibit 5)
24 Powers of Attorney of Directors and Certain
Officers of the Company (included on the
signature pages hereof)