As filed with the Securities and Exchange Commission on February 25, 2010

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

UAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		36-2675207
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
77 W. Wacker Drive Chicago, Illinois		60601
(Address of Principal Executive Offices)		(Zip Code)

United Airlines Pilot Directed Account Plan

(Full Title of the Plan)

 

 

General Counsel and Secretary

UAL Corporation

77 W. Wacker Drive, HDQLD

Chicago, Illinois 60601

(312) 997-8000

(Name and address, including zip code, and telephone number, including area code, of agent for services)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

(Check one):
Large accelerated filer		¨				Accelerated filer		x
Non-accelerated filer		¨				Small reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of securities to be registered		Amount to be registered (1)		Proposed maximum offering price per share		Proposed maximum aggregate offering price		Amount of Registration Fee
Common Stock, $.01 par value per share		10,000,000 (1)(3)		$15.51 (2)		$155,100,000 (2)		$11,058.63

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement on Form S-8 (this “Registration Statement”) shall also cover any additional shares of Common Stock which become issuable under the above-named plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of Common Stock. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the plan.

(2)	Estimated pursuant to Rules 457(c) and (h) under the Securities Act solely for purposes of calculating the amount of the registration fee, based upon the average of the high and low prices of the registrant’s Common Stock reported on The NASDAQ National Market on February 22, 2010.

(3)	Represents 10,000,000 shares issuable pursuant to the United Airlines Pilot Directed Account Plan.

 

 

 

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REGISTRATION OF ADDITIONAL SECURITIES

INCORPORATION OF EARLIER REGISTRATION STATEMENTS BY REFERENCE

Pursuant to General Instruction E to Form S-8, UAL Corporation (the “Company”) hereby incorporates by reference into this Registration Statement the contents of the Form S-8 Registration Statements filed on behalf of the Company on March 1, 2006 (File No. 333-132111), May 16, 2008 (File No. 333-150986) and October 24, 2008 (File No. 333-154745), except to the extent otherwise updated or modified by this Registration Statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 2.

Registrant Information and Employee Plan Annual Information

Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in the Section 10(a) prospectus), other documents required to be delivered to eligible plan participants pursuant to Rule 428(b) of the Securities Act or additional information about the terms of the United Airlines Pilot Directed Account Plan are available without charge by contacting:

General Counsel and Secretary

UAL Corporation

77 W. Wacker Drive, HDQLD

Chicago, Illinois 60601

(312) 997-8000

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference

The following documents, which have been filed with the Securities and Exchange Commission by UAL Corporation (the “Company”) or the United Airlines Pilot Directed Account Plan (the “PDAP”) are incorporated in this Registration Statement by reference:

(a) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on February 26, 2010;

(b) the Company’s Current Reports on Form 8-K and Form 8-K/A (excluding any information furnished under Items 2.02 or 7.01 thereof), filed on January 12, 2010, January 15, 2010, February 8, 2010, February 19, 2010 and February 25, 2010.

(c) the PDAP’s Annual Report on Form 11-K for the fiscal year ended December 31, 2008; and

(d) the description of the Company’s Common Stock, par value $.01 per share, set forth in its Registration Statement on Form 8-A filed on February 1, 2006.

All documents subsequently filed by the Company or by the employee benefit plans described herein pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 8.

Exhibits

See the accompanying Exhibit Index for a list of Exhibits to this Registration Statement.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Chicago, State of Illinois, on February 25, 2010.

 

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Glenn F. Tilton and Kathryn A. Mikells, and each or either of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on February 25, 2010.

 

Signature		Title
/s/ Glenn F. Tilton Glenn F. Tilton		Chairman, President and Chief Executive Officer (principal executive officer)
/s/ Kathryn A. Mikells Kathryn A. Mikells		Executive Vice President and Chief Financial Officer (principal financial and accounting officer)
/s/ Richard J. Almeida Richard J. Almeida		Director
/s/ Mary K. Bush Mary K. Bush		Director
/s/ Stephen R. Canale Stephen R. Canale		Director
/s/ W. James Farrell W. James Farrell		Director
/s/ Jane C. Garvey Jane C. Garvey		Director

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/w/ Walter Isaacson Walter Isaacson		Director
/s/ Robert D. Krebs Robert D. Krebs		Director
/s/ Robert S. Miller, Jr. Robert S. Miller, Jr.		Director
/s/ Wendy J. Morse Wendy J. Morse		Director
/s/ James J. O’Connor James J. O’Connor		Director
/s/ David J. Vitale David J. Vitale		Director
/s/ John H. Walker John H. Walker		Director

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EXHIBIT INDEX

 

Exhibit Number		Description
4.1		Restated Certificate of UAL Corporation (incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K, filed on March 2, 2009 (Commission File No. 1-06033))
4.2		Amended and Restated Bylaws of UAL Corporation (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed on February 1, 2006 (Commission File No. 1-06033))
4.3		United Airlines Pilot Directed Account Plan (filed herewith) (Composite Copy)
23		Consent of Deloitte & Touche LLP (filed herewith)
24		Power of Attorney (contained on the signature page to this Registration Statement)