- Post-Effective Amendment to an S-8 filing (S-8 POS)
05 November 2008 - 6:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNIONBANCAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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94-1234979
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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400 California Street,
San Francisco, California
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94104
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(Address of Principal
Executive Offices)
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(Zip Code)
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UNIONBANCAL CORPORATION MANAGEMENT STOCK PLAN
(Full title of the plan)
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Morris W. Hirsch, Esq.
Senior Executive Vice President,
General Counsel and Secretary
UNIONBANCAL CORPORATION
400
California Street
San Francisco, CA 94104
(415) 765-2969
(Name, address and telephone
number, including area code,
of agent
for service)
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Copy to:
Rodney R. Peck, Esq.
Pillsbury
Winthrop Shaw Pittman LLP
50 Fremont Street
San Francisco, California 94105
(415) 983-1000
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DEREGISTRATION OF SECURITIES
UnionBanCal Corporation, a Delaware corporation (the
Registrant
), filed with the Securities and Exchange Commission on April 1,
1996, a registration statement on Form S-8 (Registration No. 333-03044) (the
Registration Statement
) to which this Post-Effective Amendment No. 1 relates, for the purpose of registering 311,618 shares of its Common
Stock, $5.00 stated value per share (the
Common Stock
), which were originally registered for issuance pursuant to the UnionBanCal Corporation Management Stock Plan.
In accordance with an Agreement and Plan of Merger, dated as of August 18, 2008, by and among the Registrant, The Bank of Tokyo-Mitsubishi UFJ,
Ltd., a Japanese joint stock company (
Parent
), and Blue Jackets, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (
Merger Sub
), on November 4, 2008, Merger Sub merged with and into the
Registrant, with the Registrant as the surviving corporation (the
Merger
).
As a result of the Merger, all issued and
outstanding shares of Common Stock other than such shares owned by the Registrant, by Mitsubishi UFJ Financial Group, Inc., a Japanese joint stock company and the parent company of Parent (
MUFG
), or its affiliates, or by holders
of shares of Common Stock who have perfected appraisal rights, have been cancelled and converted into the right to receive $73.50. Accordingly, the Registrant hereby removes from registration, by means of this Post-Effective Amendment No. 1,
any and all shares of Common Stock registered under the Registration Statement that have not been issued prior to the Merger.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of San Francisco, State of California, on November 4, 2008.
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UNIONBANCAL CORPORATION
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By:
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/s/ DAVID I. MATSON
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David I. Matson
Vice Chairman and Chief Financial
Officer
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