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As filed with the Securities and Exchange Commission on January 18, 2005.

Registration No. 333-46261

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

CHEVRONTEXACO CORPORATION

(Exact name of registrant as specified in its charter)
     
Delaware   94-0890210
     
(State or other jurisdiction of
incorporation or organization) 		  (I.R.S. Employer
Identification No.)
     
6001 Bollinger Canyon Road
San Ramon, California		   94583
     
(Address of Principal
Executive Offices) 		  (Zip Code)

CHEVRON CORPORATION 1998 BROAD-BASED NONQUALIFIED STOCK OPTION
PROGRAM FOR U.S. DOLLAR PAYROLL EMPLOYEES

     
     
(Full title of the plans)
     
  Copy to:
Lydia I. Beebe
ChevronTexaco Corporation
6001 Bollinger Canyon Road
San Ramon, CA 94583
(925) 842-1000 		  Terry M. Kee
Pillsbury Winthrop LLP
50 Fremont Street
San Francisco, CA 94105
(415) 983-1000
     
(Name, address and telephone
number, including area code,
of agent for service)		    

 

 

CALCULATION OF REGISTRATION FEE

                             
 
  Title of     Amount     Proposed Maximum     Proposed     Amount of  
  Securities To     To Be     Offering Price     Maximum Aggregate     Registration  
  Be Registered     Registered     per Share     Offering Price     Fee  
 
Common Stock
     6,597,025 shares(1)     N/A     N/A     N/A(2)  
 

(1)   Includes 2,397,025 shares of Common Stock, in addition to the 4,200,000 registered on February 13, 1998 for issuance under the Chevron Corporation 1998 Broad-Based Nonqualified Stock Option Program for U.S. Dollar Payroll Employees, to adjust for the Stock Split.

(2)   The Registrant previously paid the registration fee in connection with the registration of 4,200,000 shares of Common Stock on February 13, 1998 under this registration statement. Pursuant to Rule 416 under the Securities Act of 1933, this registration statement is deemed to cover the additional shares resulting from the Stock Split and no additional fee is required to be paid.

     The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933.

 

 

The Registrant has previously registered 4,200,000 shares of its Common Stock, par value $.75 per share, previously reserved for issuance under the Chevron Corporation 1998 Broad-Based Nonqualified Stock Option Program for U.S. Dollar Payroll Employees (the “Plan”) under currently effective Registration No. 333-46261 filed on February 13, 1998 (the “Registration Statement”).

As a result of a 2-for-1 stock split (the “Stock Split”) of the Common Stock of the Registrant in the form of a stock dividend distributed on September 10, 2004 (the “Distribution Date”) of one share of Common Stock for each share of Common Stock issued and outstanding on the record date of August 19, 2004, the 2,397,025 shares of Common Stock that are registered under the Registration Statement and not yet issued under the Plan as of the Distribution Date have been adjusted and increased by a ratio of 2-for-1, in order to account for the Stock Split and adjust the number of shares reserved and available for issuance pursuant to the Plan after the Distribution Date. Pursuant to Rule 416 under the Securities Act of 1933, the Registration Statement is deemed to cover these additional shares resulting from the Stock Split and the Registration Statement is hereby being amended to reflect the increase in the amount of shares of Common Stock registered.

This Post-Effective Amendment No. 1 affects only those provisions of the Registration Statement specifically restated herein. All other provisions of the Registration Statement remain unchanged.

 

 

Item 8.       Exhibits

     
Exhibit    
Number   Exhibit
5.1
  Opinion regarding legality of securities to be offered.
23.1
  Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2
  Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).
24.1 to 24.14
  Powers of Attorney for directors and certain officers of Registrant, authorizing the signing of the registration statement on Form S-8 on their behalf.

 

 

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 Post Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Ramon, State of California, on January 18, 2005.

         
  CHEVRONTEXACO CORPORATION
 		  
  By   DAVID J. O'REILLY*    
    David J. O'Reilly   
    Chairman of the Board and Chief Executive Officer   
 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities indicated on the 18th day of January, 2005.

         
Principal Executive Officers (and Directors)   Directors
 
        
DAVID J. O’REILLY*   SAMUEL H. ARMACOST*
     
David J. O’Reilly, Chairman of the Board and
Chief Executive Officer		   Samuel H. Armacost
 
        
PETER J. ROBERTSON*   ROBERT E. DENHAM*
     
Peter J. Robertson, Vice-Chairman of the
Board		   Robert E. Denham
 
      ROBERT J. EATON*
       
      Robert J. Eaton
 
      SAM GINN*
       
Principal Financial Officer   Sam Ginn
 
        
STEPHEN J. CROWE *   CARLA A. HILLS*
     
Stephen J. Crowe, Vice-President
and Chief Financial Officer		   Carla A. Hills
 
        
      FRANKLYN G. JENIFER*
       
Principal Accounting Officer   Franklyn G. Jenifer
 
        
MARK A. HUMPHREY*   J. BENNETT JOHNSTON*
     
Mark A. Humphrey, Vice-President
and Comptroller		   J. Bennett Johnston
 
        
      SAM NUNN*
       
      Sam Nunn
 
        
      CHARLES R. SHOEMATE*
       
      Charles R. Shoemate
 
        
*By
  /s/ Patricia L. Tai   CARL WARE*
       
  Patricia L. Tai, Attorney-in-Fact   Carl Ware

 

 

INDEX TO EXHIBITS

     
Exhibit    
Number   Exhibit
5.1
  Opinion regarding legality of securities to be offered.
23.1
  Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2
  Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).
24.1 to 24.14
  Powers of Attorney for directors and certain officers of Registrant, authorizing the signing of the registration statement on Form S-8 on their behalf.