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/ AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON /
/ May 3, 2001 /
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REGISTRATION NO. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
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. LONG-TERM PERFORMANCE ENHANCEMENT PLAN II
(Full title of the plan)
----------------------------------
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
-------------------------------
CALCULATION OF REGISTRATION FEE
============================================================================
/ / PROPOSED / PROPOSED / /
TITLE OF / / MAXIMUM / MAXIMUM / /
SECURITIES / AMOUNT / OFFERING / AGGREGATE / AMOUNT OF /
TO BE / TO BE / PRICE / OFFERING / REGISTRATION/
REGISTERED / REGISTERED / PER SHARE / PRICE / FEE /
----------------------------------------------------------------------------
COMMON STOCK, / / / / /
PAR VALUE $1 / / / / /
PER SHARE OF, / / / / /
SUNOCO, INC. (1)/ 4,000,000 (1)/ $36.02 (2) / $144,080,000 (3)/ $36,020 /
============================================================================
Notes:
(1) 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 employee benefit plan described herein.
Such interests include the rights of plan participants under stock option
agreements, limited rights agreements and common stock unit agreements.
PAGE 2
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based upon the
average of the high and low prices per share of Sunoco, Inc. Common Stock
on May 2, 2001, as published in the New York Stock Exchange Composite
Transactions quotations.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, computed with
respect to the maximum number of shares of Sunoco, Inc. Common Stock
issuable under the employee benefit plan described herein covered by this
registration statement.
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, 2000;
(b) The Corporation's Current Report on Form 8-K dated January 16, 2001;
(c) Amendment filed March 15, 2001 to the Corporation's Current Report on
Form 8-K dated January 16, 2001; and
PAGE 3
(d) The Corporation's Current Report on Form 8-K dated March 21, 2001.
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. Long-Term Performance Enhancement Plan II 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, 2000 and 1999, and for each of the three years in
the period ended December 31, 2000, 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, and are incorporated by reference in reliance upon such
reports, given on the authority of such firm as an expert in accounting and
auditing.
ITEM 4. DESCRIPTION OF SECURITIES
The Sunoco, Inc. Common Stock, par value $1.00 per share (the "Common
Stock") to be offered is registered under Section 12 of the Exchange Act.
Therefore, a description of the common stock required by Item 202 of Regulation
S-K is not required. The interests under the plan need not be described
pursuant to this item.
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 and securities 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.
PAGE 4
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
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation.
PAGE 5
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:
PAGE 6
Exhibits:
5 Opinion of Ann C. Mule', Esq., Assistant General Counsel and
Corporate Secretary of Sunoco, Inc. (relating to legality of the
securities and other interests 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. Long-Term Performance
Enhancement Plan II.
99 Sunoco, Inc. Long-Term Performance Enhancement Plan II as of May 3,
2001 (incorporated by reference to Exhibit B of the Registrant's
definitive Proxy Statement for the 2001 Annual Meeting of
Shareholders of Sunoco, Inc., filed March 16, 2001, 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 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
PAGE 7
(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 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 with or furnished to the
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 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 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.
PAGE 8
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 May 3, 2001.
SUNOCO, INC.
By: /s/ THOMAS W. HOFMANN
----------------------
Thomas W. Hofmann*
Vice President and
Chief Financial Officer
Date: May 3, 2001
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 May 3, 2001.
Signatures Titles
---------- ------
RAYMOND E. CARTLEDGE* Director
---------------------
Raymond E. Cartledge
ROBERT J. DARNALL* Director
------------------
Robert J. Darnall
JOHN G. DROSDICK* Chairman of the Board,
----------------- Chief Executive Officer
John G. Drosdick President, and Director
(Principal Executive Officer)
MARY JOHNSTON EVANS* Director
--------------------
Mary Johnston Evans
THOMAS P. GERRITY* Director
------------------
Thomas P. Gerrity
PAGE 9
ROSEMARIE B. GRECO* Director
-------------------
Rosemarie B. Greco
THOMAS W. HOFMANN* Vice President and
------------------ Chief Financial Officer
Thomas W. Hofmann (Principal Financial Officer)
JAMES G. KAISER* Director
----------------
James G. Kaiser
ROBERT D. KENNEDY* Director
------------------
Robert D. Kennedy
JOSEPH P. KROTT* Comptroller
---------------- (Principal Accounting
Joseph P. Krott Officer)
NORMAN S. MATTHEWS* Director
-------------------
Norman S. Matthews
R. ANDERSON PEW* Director
----------------
R. Anderson Pew
G. JACKSON RATCLIFFE* Director
---------------------
G. Jackson Ratcliffe
ALEXANDER B. TROWBRIDGE* Director
------------------------
Alexander B. Trowbridge
-----------------------
*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.
PAGE 1
EXHIBIT INDEX
Exhibit No. Exhibit
------------- -------------------------------------------------------------
5 Opinion of Ann C. Mule', Esq., Assistant General Counsel and
Corporate Secretary of Sunoco, Inc. (relating to legality of
the securities and other interests 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. Long-
Term Performance Enhancement Plan II.
99 Sunoco, Inc. Long-Term Performance Enhancement Plan II as of
May 3, 2001, (incorporated by reference to Exhibit B to the
Registrant's definitive Proxy Statement for the 2001 Annual
Meeting of Shareholders of Sunoco, Inc., filed March 16, 2001,
File No. 1-6841).