As filed with the Securities and Exchange Commission on October 24, 2008

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		(I.R.S. Employer
incorporation or organization)		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)

Paul R. Lovejoy, Esq.
Senior Vice President, General Counsel and Secretary
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 þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Proposed maximum

Proposed maximum

Title of securities to be

Amount to be

offering price per

aggregate offering

Amount of

registered

registered (1)

share

price

Registration Fee

Common Stock, $.01 par value per share

10,000,000 (1)

$11.00 (2)

$110,000,000 (2)

$4,323.00

(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.
(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 October 17, 2008.

 

 

REGISTRATION OF ADDITIONAL SECURITIES

INCORPORATION OF EARLIER REGISTRATION STATEMENT 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) and May 16, 2008 (File No. 333-150986), 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:

Paul R. Lovejoy, Esq.
Senior Vice President, General Counsel and Secretary
UAL Corporation
77 W. Wacker Drive, HDQLD
Chicago, Illinois 60601
(312) 997-8000

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents, which have been filed by UAL Corporation (the “Company”) with the Commission, 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, 2007, filed on February 29, 2008;

     (b) the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2008, filed on May 9, 2008, June 30, 2008, filed on July 23, 2008 and September 30, 2008, filed on October 24, 2008;

     (c) 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 4, 2008, February 22, 2008, May 7, 2008, May 8, 2008, May 30, 2008, June 4, 2008, June 16, 2008, August 15, 2008, September 18, 2008, September 30, 2008 and October 10, 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.

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 October  24, 2008.

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 October 24, 2008.

Signature		Title
/s/ Glenn F. Tilton   Glenn F. Tilton		Chairman of the Board of Directors, President and Chief Executive Officer (principal executive officer)
/s/ Frederic F. Brace		Executive Vice President and Chief Financial Officer
Frederic F. Brace		(principal financial and accounting officer)
/s/ Richard J. Almeida		Director
Richard J. Almeida
/s/ Mary K. Bush		Director
Mary K. Bush
/s/ Stephen R. Canale		Director
Stephen R. Canale
/s/ W. James Farrell		Director
W. James Farrell
/s/ Walter Isaacson		Director
Walter Isaacson

Signature		Title
/s/ Robert D. Krebs		Director
Robert D. Krebs
/s/ Robert S. Miller, Jr.		Director
Robert S. Miller, Jr.
/s/ James J. O’Connor		Director
James J. O’Connor
/s/ David J. Vitale		Director
David J. Vitale
/s/ John H. Walker		Director
John H. Walker
/s/ Stephen A. Wallach		Director
Stephen A. Wallach

EXHIBIT INDEX

Exhibit
Number		Description
4.1		Restated Certificate of UAL Corporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed on February 1, 2006 (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))
23.1		Consent of Deloitte & Touche LLP (filed herewith)
24		Power of Attorney (contained on the signature page to this Registration Statement)

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 27, 2008, relating to the consolidated financial statements and financial statement schedule of UAL Corporation (which report expresses an unqualified opinion and includes explanatory paragraphs relating to the emergence from bankruptcy, changes in accounting for share based payments, and the method of accounting for and the disclosures regarding pension and postretirement benefits), and the effectiveness of UAL Corporation’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of UAL Corporation for the year ended December 31, 2007.

/s/ Deloitte & Touche LLP
Chicago, Illinois
October 23, 2008