AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 2000
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MONSANTO COMPANY
(Exact name of registrant as specified in its charter)
Delaware 43-1878297
(State or other jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or organization)
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
(Address of Principal Executive Offices) (Zip Code)
MONSANTO 2000 MANAGEMENT INCENTIVE PLAN
MONSANTO COMPANY NON-EMPLOYEE DIRECTOR
EQUITY INCENTIVE COMPENSATION PLAN
MONSANTO COMPANY BROAD-BASED STOCK OPTION PLAN
MONSANTO COMPANY EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
R. William Ide III, Esq.
Senior Vice President, Secretary and General Counsel
Monsanto Company
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
(Name and address of agent for service)
(314) 694-1000
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
- ---------------------------------- ------------------ -------------------- --------------------- ---------------
Title of Amount to be Proposed Proposed maximum Amount of
securities to be registered maximum offering aggregate offering registration
registered (No. of shares) price per share (1) price (2) fee
- ---------------------------------- ------------------ -------------------- --------------------- ---------------
2000 Management Incentive Plan
Common Stock $.01 par value (3) 22,568,000 459,676,225 $121,355
- ---------------------------------- ------------------ -------------------- --------------------- ---------------
Non-Employee Director Equity
Incentive Compensation Option
Plan Common Stock $.01 par
value(3) (4) (4) (4)
- ---------------------------------- ------------------ -------------------- --------------------- ---------------
Broad-Based Stock Option Plan,
Common Stock, $.01 par value (3) 2,677,000 54,904,250 $14,495
- ---------------------------------- ------------------ -------------------- --------------------- ---------------
Employee Stock Purchase Plan,
Common Stock, $.01 par value (3) 1,500,000 35,625,000 $ 9,405
- ---------------------------------- ------------------ -------------------- --------------------- ---------------
Aggregate Registration Fee $ 145,255.00
<FN>
(1) Omitted pursuant to Rule 457(o) under the Securities Act of 1933.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h). The proposed maximum offering
price per share represents the weighted average exercise price of currently
outstanding options under the Monsanto 2000 Management Incentive Plan, the
Monsanto Company Non-Employee Director Equity Incentive Compensation Plan,
and the Monsanto Company Broad-Based Stock Option Plan and the average of
the high and low prices of the Common Stock on November 28, 2000, as
reported in The Wall Street Journal for the New York Stock Exchange
Composite Transactions, for the shares reserved for issuance under the
Monsanto 2000 Management Incentive Plan, the Monsanto Company Non-Employee
Director Equity Incentive Compensation Plan, the Monsanto Company
Broad-Based Stock Option Plan and the Monsanto Company Employee Stock
Purchase Plan.
(3) This Registration Statement also covers such additional shares of Common
Stock as may be issuable pursuant to antidilution provisions. Pursuant to
Rule 416(a) of the Securities Act of 1933, as amended, this Registration
Statement shall also cover any additional shares of the Registrant's Common
Stock that become issuable under the Monsanto 2000 Management Incentive
Plan, the Monsanto Company Non-Employee Director Equity Incentive
Compensation Plan, the Monsanto Company Broad-Based Stock Option Plan and
the Monsanto Company Employee Stock Purchase Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without receipt of consideration that increases the number of the
Registrant's outstanding shares of Common Stock.
(4) Shares issuable under the Non-Employee Director Equity Incentive
Compensation Plan will be automatically granted under the 2000 Management
Incentive Plan; accordingly, no separate registration fee is payable with
respect to the Non-Employee Director Equity Incentive Compensation Plan.
</FN>
2
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be
sent or given to participating employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents are
not being filed with or included in this registration statement (by
incorporation by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC"). These
documents and the documents incorporated by reference into this registration
statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Monsanto Company
(hereinafter referred to as the "Company" or "registrant") with the Securities
and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), are incorporated by reference herein and shall
be deemed to be a part hereof:
(a) The Company's latest prospectus filed pursuant to Rule 424(b) filed
with the Securities and Exchange Commission on October 18, 2000 which
contains (i) the audited statement of financial position of the
Company as of February 9, 2000 (date of inception); (ii) the audited
statement of combined financial position of the Monsanto Company
Agricultural Business as of December 31, 1999 and 1998 and the related
statements of combined income (loss), cash flows, equity and
comprehensive income (loss) for each of the years in the three-year
period ended December 31, 1999; (iii) the unaudited statement of
financial position of the Company as of June 30, 2000; (iv) the
unaudited statement of combined financial position of the Monsanto
Company Agricultural Business as of June 30, 2000, and the related
statements of combined income and cash flows for the six-month period
ended June 30, 2000 and 1999; and (v) the pro forma condensed combined
financial statements of the Monsanto Company Agricultural Business as
of and for the six-month period ended June 30, 2000 and for the year
ended December 31, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the period ending
September 30, 2000 (File No. 000-16167); and
3
(c) The description of the Registrant's common stock, which is contained
in the Registration Statement on Form 8-A (No. 000-16167), dated and
filed on October 10, 2000, including any amendment or report filed for
the purpose of updating such description.
All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents (such documents, and
the documents enumerated above, being hereinafter referred to collectively as
the "Incorporated Documents").
Any statement contained in an Incorporated Document 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
Incorporated Document 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 Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock to be issued pursuant to the Plan will be
passed upon for the Company by R. William Ide III, Senior Vice President,
Secretary and General Counsel of the Company, who beneficially owns 2,500 shares
of common stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
provides as follows:
A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
4
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
As permitted by the DGCL, the Registrant has included in its certificate of
incorporation a provision to eliminate the personal liability of its directors
for monetary damages for breach of their fiduciary duties as directors, subject
to certain exceptions. In addition, the Registrant's certificate of
incorporation and bylaws provide that the Registrant is required to indemnify
its officers and directors under certain circumstances, including those
circumstances in which indemnification would otherwise be discretionary, and the
Registrant is required to advance expenses to its officers and directors as
incurred in connection with proceedings against them for which they may be
indemnified.
Either the Registrant and/or Pharmacia Corporation maintain directors and
officers liability insurance for the benefit of the Registrant's directors and
officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
5
Item 8. Exhibits.
See Exhibit Index at page 10.
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 the 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 the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided however, that paragraphs (a)(l)(i) and (a)(l)(ii) of this
section do not apply if this registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
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
6
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 SEC 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.
7
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
County of St. Louis, and the State of Missouri, on this 5th day of December,
2000.
MONSANTO COMPANY
(Registrant)
By: /s/ R. William Ide III
-------------------------------------
Name: R. William Ide III
Title: Senior Vice President, Secretary
and General Counsel
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
* Chairman and Director December 5, 2000
- ----------------------------
(Frank V. AtLee III)
* President and Chief Executive Officer December 5, 2000
- ---------------------------- (Principal Executive Officer)
(Hendrik A. Verfaillie)
* Director December 5, 2000
- ----------------------------
(Hakan Astrom)
* Director December 5, 2000
- ----------------------------
(Christopher J. Coughlin)
* Director December 5, 2000
- ----------------------------
(Michael Kantor)
* Director December 5, 2000
- ----------------------------
(C. Steven McMillan)
* Director December 5, 2000
- ----------------------------
(William U. Parfet)
* Director December 5, 2000
- ----------------------------
(John S. Reed)
* Executive Vice President and December 5, 2000
- ---------------------------- Chief Financial Officer
(Terrell K. Crews) (Principal Financial Officer)
* Vice President and Controller December 5, 2000
- ---------------------------- (Principal Accounting Officer)
(Curt Tomlin)
8
<FN>
* Michael D. Bryan, by signing his name hereto, does sign this document on
behalf of the above noted individuals, pursuant to powers of attorney duly
executed by such individuals which have been filed as an Exhibit to this
Registration Statement.
</FN>
/s/ Michael D. Bryan
--------------------
By: Michael D. Bryan
Attorney-in-Fact
9
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
3.1 Amended and Restated Certificate of Incorporation(incorporated
herein by reference to Exhibit 3.1 to the Registration Statement
on Form S-1, as amended (File No. 333-36956))
3.2 Amended and Restated Bylaws(incorporated herein by reference to
Exhibit 3.2 to the Registration Statement on Form S-1, as amended
(File No. 333-36956))
4.1 Form of Specimen Certificate of the Registrant's Common Stock
(incorporated herein by reference to Exhibit 4.1 to the
Registration Statement on Form S-1, as amended (File No.
333-36956))
5.1 Opinion re: legality
10.1 Monsanto 2000 Management Incentive Plan(incorporated herein by
reference to Exhibit 10.1 to the Registration Statement on Form
S-1, as amended (File No. 333-36956))
10.2 Non-Employee Director Equity Incentive Compensation
Plan(incorporated herein by reference to Exhibit 10.2 to the
Registration Statement on Form S-1, as amended (File No.
333-36956))
10.3 Monsanto Broad-Based Stock Option Plan
10.4 Monsanto Employee Stock Purchase Plan
15.1 Letter re Unaudited Interim Financial Information.
23.1 Consent of Deloitte & Touche
23.2 Consent of Company Counsel (See Exhibit 5)
24.1 Powers of Attorney
10