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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 1999
REGISTRATION NO. 333-85599-1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*
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E. I. DU PONT DE NEMOURS AND COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 51-0014090
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NO.)
ORGANIZATION)
1007 MARKET STREET
WILMINGTON, DELAWARE 19898
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES; ZIP CODE)
PIONEER HI-BRED INTERNATIONAL INC.
STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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GARY M. PFEIFFER,
SENIOR VICE PRESIDENT -- FINANCE AND CHIEF FINANCIAL OFFICER
E. I. DU PONT DE NEMOURS AND COMPANY
1007 MARKET STREET
WILMINGTON, DELAWARE 19898
(302) 774-1000
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
LOU R. KLING, ESQ.
EILEEN NUGENT SIMON, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE
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Common Stock, par value $0.30 per
share................ 3,000,000 N/A N/A
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AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTRATION FEE(2)
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Common Stock, par value $0.30 per
share................ N/A
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* Filed as a Post-Effective Amendment on Form S-8 to such S-4 Registration
Statement pursuant to the procedure described herein. See "Introductory
Statement".
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement shall be deemed to cover an
indeterminable number of additional shares that may become issuable pursuant
to the anti-dilution provisions of the plan ("Plan") listed above.
(2) Fee previously paid.
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INTRODUCTORY STATEMENT
E. I. du Pont de Nemours and Company ("DuPont") hereby amends its
Registration Statement on Form S-4 (No. 333-85599) by filing this Post-Effective
Amendment No. 1 on Form S-8 relating up to 3,000,000 shares of common stock, par
value $0.30 per share, of DuPont ("DuPont Common Stock"), issuable by DuPont
under the Plan. All such shares of DuPont Common Stock were originally
registered pursuant to the S-4.
On October 1, 1999, Pioneer Hi-Bred International, Inc., an Iowa
corporation ("Pioneer"), was merged (the "Merger") with and into Delta
Acquisition Sub, Inc., an Iowa corporation and direct wholly-owned subsidiary of
DuPont ("Merger Sub") pursuant to the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of March 15, 1999, as amended, among DuPont, Pioneer and
Merger Sub. Pursuant to the Merger Agreement, when the Merger was consummated
(the "Effective Time"), among other things, each share of common stock of
Pioneer issued and outstanding immediately prior to the Effective Time was
converted into either a fraction of a share of DuPont Common Stock with a value
of $40 or $40 in cash, subject to the limitation that approximately 45% of the
total consideration paid by DuPont in respect of shares held by Pioneer
shareholders other than DuPont was in cash and approximately 55% of such
consideration was in DuPont Common Stock. Pursuant to the Merger, shares of
DuPont Common Stock, rather than common stock of Pioneer, will be issuable under
the Plan.
The designation of this Post-Effective Amendment as Registration No.
333-85599-1 denotes that this Post-Effective Amendment relates only to the up to
3,000,000 shares of DuPont Common Stock issuable under the Plan and that this is
the first Post-Effective Amendment to the S-4.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by DuPont with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this Registration Statement as of their respective dates:
(1) DuPont's Annual Report on Form 10-K, as amended by the DuPont's filing
on Form 10-K/A, for the year ended December 31, 1998;
(2) DuPont's Quarterly Report on Form 10-Q, as amended by the DuPont's
filing on Form 10Q/A, for the quarter ended March 31, 1999, and
DuPont's Quarterly Report on Form 10-Q for the quarter ended June 30,
1999.
(3) DuPont's Current Reports on Form 8-K as filed on January 27, February
1, February 4, March 1, March 10, March 12, March 15, March 15, April
16, April 27, June 14, July 2, July 12, July 14, July 28, August 2,
August 9, August 11, August 16, September 1, September 15, October 8
and October 8, 1999; and
All documents subsequently filed by DuPont pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities registered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of 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 incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF DUPONT COMMON STOCK.
Holders of DuPont Common Stock are entitled to receive dividends that may
be declared by the Board of Directors of DuPont from surplus or net earnings,
but not until all cumulative dividends on preferred stock shall have been
declared and set apart for payment at the annual rates of $4.50 a share for the
$4.50 Series and $3.50 a share for the $3.50 Series. Holders of DuPont Common
Stock have the right to vote on all questions to the exclusion of all other
stockholders, except as otherwise expressly provided by law or unless DuPont
shall be in default in the payment of dividends on preferred stock for a period
of six months. In the latter event, until accumulated and unpaid dividends on
preferred stock of all series shall have been paid, the holders of the
outstanding preferred stock shall have the exclusive right, voting separately
and as a class, to elect two directors, or if the total number of directors of
DuPont be only three, then only one director, at each meeting of stockholders
held for the purpose of electing directors.
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On liquidation, dissolution, or winding up of DuPont, whether voluntary or
involuntary, after payments have been made to holders of preferred stock,
holders of DuPont Common Stock have the right to share ratably the remaining
assets available for distribution. In the event of voluntary liquidation,
holders of preferred stock are entitled to accumulated dividends and $115 a
share for the $4.50 Series and $107 a share for the $3.50 Series; in the event
of involuntary liquidation, holders of both series are entitled to accumulated
dividends and $100 a share. Holders of DuPont Common Stock do not have any
preemptive rights.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of DuPont Common Stock to be issued in
connection with this Registration Statement will be passed upon by Peter C.
Mester, Esq., Senior Counsel of DuPont. Peter C. Mester owns shares of DuPont
Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under provisions of the Bylaws of DuPont, each person who is or was a
director or officer of DuPont shall be indemnified by DuPont to the full extent
permitted or authorized by the General Corporation Law of Delaware against any
liability, cost or expense asserted against such director or officer and
incurred by such director or officer in any such person's capacity as director
or officer, or arising out of any such person's status as a director or officer.
DuPont has purchased liability insurance policies covering its directors and
officers to provide protection where DuPont cannot indemnify a director or
officer.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 DuPont's Restated Certificate of Incorporation, defining the
rights of the holders of DuPont Common Stock, incorporated
by reference to DuPont's Current Report on Form 8-K filed on
June 13, 1997.
4.2 Pioneer Stock Option Plan
5.1 Opinion of Peter C. Mester, Esq., Senior Counsel of DuPont,
regarding the legality of the DuPont Common Stock covered by
this Registration Statement.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Peter C. Mester, Esq. (contained in the opinion
filed as Exhibit 5.1 hereto).
24.1 Powers of Attorney (included on the signature page of the
previously filed S-4 Registration Statement).
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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those subparagraphs is contained in periodic reports filed with or
furnished to the Commission by DuPont pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Wilmington, State of Delaware, on October 12, 1999.
E. I. DU PONT DE NEMOURS AND COMPANY
By: /s/ GARY M. PFEIFFER
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Gary M. Pfeiffer
Senior Vice President -- Finance
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 12, 1999.
SIGNATURE TITLE
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* President, Chief Executive Officer
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Charles O. Holliday, Jr.
* Director
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Curtis J. Crawford
* Director
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Louisa C. Duemling
* Director
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Edward B. duPont
* Director
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Lois D. Juliber
* Director
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Goran Lindahl
Director
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William K. Reilly
* Director
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H. Rodney Sharp, III
* Director
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Charles M. Vest
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SIGNATURE TITLE
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Director
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Sanford I. Weill
* Director
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Edgar S. Woolard, Jr.
*By: /s/ GARY M. PFEIFFER
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Gary M. Pfeiffer
(Attorney-In-Fact)
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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4.1 DuPont's Restated Certificate of Incorporation, defining the
rights of the holders of DuPont Common Stock, incorporated
by reference to DuPont's Current Report on Form 8-K filed on
June 13, 1997.
4.2 Pioneer Stock Option Plan
5.1 Opinion of Peter C. Mester, Esq., Senior Counsel of DuPont,
regarding the legality of the DuPont Common Stock covered by
this Registration Statement
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Peter C. Mester, Esq. (contained in the opinion
filed as Exhibit 5.1 hereto)
24.1 Powers of Attorney (included on the signature page of the
previously filed S-4 Registration Statement)
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