As filed with the Securities and Exchange Commission on August 9, 2002
Registration No. 333-64076
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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
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MONSANTO COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 43-1878297
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
800 NORTH LINDBERGH BOULEVARD
ST. LOUIS, MISSOURI 63167
(Address of registrant's principal executive offices)
MONSANTO COMPANY ERISA PARITY SAVINGS AND INVESTMENT PLAN
(Full title of plan)
CHARLES W. BURSON
EXECUTIVE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
MONSANTO COMPANY
800 NORTH LINDBERGH BOULEVARD
ST. LOUIS, MISSOURI 63167
(314) 694-1000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE (1) REGISTRATION FEE
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Savings and Investment Plan Obligations (2) $24,000,000 $6,000.00 (3)
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(1) Estimated solely for the purpose of calculating the registration fee, which
is calculated in accordance Rule 457(o).
(2) The Savings and Investment Plan Obligations are unsecured obligations of
Monsanto Company to pay deferred compensation in accordance with the terms
of the Monsanto Company ERISA Parity Savings and Investment Plan.
(3) Fee previously paid.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Monsanto Company (the "Registrant") with
the Securities and Exchange Commission ("SEC") under SEC File Number 1-16167 are
hereby incorporated by reference and made a part of this Registration Statement:
(a) Registrant's Annual Report on Form 10-K for the year ended December 31,
2001;
(b) Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 2002;
(c) Registrant's Current Report on Form 8-K filed with the SEC on March 12,
2002;
(d) Item 5 and Exhibits 99.1, 99.2 and 99.3 of Item 7(c) of Registrant's
Current Report on Form 8-K filed with the SEC on July 30, 2002; and
(e) Registrant's Definitive Proxy Statement for its 2002 Annual Meeting
filed with the SEC on March 25, 2002;
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (except for information
furnished under Item 9 on Form 8-K, or under any other Item on Form 8-K or any
other form that permits the furnishing of information pursuant to Regulation FD
(or any successor thereto) without being deemed to be "filed" for purposes of
the Securities Exchange Act of 1934) after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all Savings and Investment Plan
Obligations (the "Obligations") offered hereby have been sold or which
deregisters the Obligations 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
listed above, being hereinafter referred to as "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.
The Obligations are unsecured obligations of the Registrant to pay
employees' compensation which has been deferred under the terms of the Monsanto
Company ERISA Parity Savings and Investment Plan (the "Plan"). The Obligations
rank equally with all other unsecured and unsubordinated indebtedness of the
Registrant.
Compensation deferred ("Employee Deferrals") by a participating employee (a
"Participant"), together with any employer contribution ("Employer Match"), are
held in the general funds of the Registrant. The Registrant establishes
individual bookkeeping accounts for each Participant. Employee Deferrals are
allocated to a Participant's accounts in accordance with investment alternatives
selected by the Participant and the terms of the Plan. Investment alternatives
include (i) two stock accounts (one for Employee Deferrals and the other for
Employer Match) treated as though invested in the common stock of the Registrant
("Stock Accounts") and (ii) accounts treated as though invested in certain
pre-mixed diversified portfolios or managed investment funds specified in the
Plan. Employer Matches are automatically treated as invested in one of the Stock
Accounts, subject to certain exceptions. Employee Deferrals and Employer Matches
treated as invested in the Stock Accounts accrue dividend equivalents that are
treated as reinvested. A Participant's Stock Accounts reflect, in all other
respects, share ownership for events such as a stock split, but a Participant
has no voting rights.
Neither the establishment of individual bookkeeping accounts for
Participants nor the allocation or reservation by the Registrant of funds with
respect to such accounts shall be deemed to have created a trust, and no
Participant shall have an ownership interest in any such account. A
Participant's rights to any amounts credited to his accounts are not
transferable or assignable.
Obligations are not subject to redemption, in whole or in part by
Participants, except upon termination of employment or death as specified in the
Plan. The Registrant reserves the right to amend, merge, consolidate, or
terminate the Plan at any time, except that such action shall not adversely
affect the amount that any Participant is entitled to receive.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware permits
indemnification of directors, officers, employees and agents of corporations
under certain conditions and subject to certain limitations. Section 60 of the
Registrant's By-Laws requires indemnification of any person made a party to any
proceeding by reason of the fact that the person is or was a director or officer
of the Registrant, or serving at the request of the Registrant as a director,
officer or fiduciary of another enterprise, including employee benefit plans;
and permits indemnification of any person made a party to any proceeding by
reason of the fact that the person is or was an employee or agent of the
Registrant, or was serving at the request of the Registrant as an employee or
agent of another enterprise, including employee benefit plans. The By-Laws
provide for certain conditions to such indemnification. Article IX of the
Registrant's Restated Certificate of Incorporation eliminates the liability of
directors of the Registrant under certain circumstances for breaches of
fiduciary duty to the Registrant and its shareholders.
The Registrant maintains directors' and officers' liability insurance
coverage.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
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4.1 Monsanto Company ERISA Parity Savings and Investment Plan
5.1 Opinion of Sonnenschein Nath & Rosenthal*
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Sonnenschein Nath & Rosenthal (reference is made to Exhibit 5.1 hereto)*
24.1 Power of Attorney*
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* Previously filed as an exhibit to this Registration Statement.
ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (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;
provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if 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 SEC by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 (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 hereby which remain unsold at
the termination of the offering.
(b) The 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 each
filing of the 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 herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to Item 6 above, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange 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.
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 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis, State of
Missouri, on August 9, 2002.
MONSANTO COMPANY
By: /s/ Richard B. Clark
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Name: Richard B. Clark
Title: Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
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* Chairman and Director August 9, 2002
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Frank V. Atlee III
* President and Chief Executive August 9, 2002
- ------------------------- Officer (Principal
Hendrik A. Verfaillie Executive Officer)
* Executive Vice President August 9, 2002
- ------------------------- and Chief Financial Officer
Terrell K. Crews (Principal Financial Officer)
/s/ Richard B. Clark Vice President and Controller August 9, 2002
- ------------------------- (Principal Accounting Officer)
Richard B. Clark
* Director August 9, 2002
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Christopher J. Coughlin
* Director August 9, 2002
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Michael Kantor
* Director August 9, 2002
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Gwendolyn S. King
Director
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Sharon R. Long
/s/ Philip Needleman Director August 9, 2002
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Philip Needleman
* Director August 9, 2002
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C. Steven McMillan
* Director August 9, 2002
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William U. Parfet
* Director August 9, 2002
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John S. Reed
* Charles W. Burson, 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 previously filed as an Exhibit to
this Registration Statement.
/s/ Charles W. Burson
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By: Charles W. Burson
Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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4.1 Monsanto Company ERISA Parity Savings and Investment Plan
5.1 Opinion of Sonnenschein Nath & Rosenthal*
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Sonnenschein Nath & Rosenthal (reference is made to Exhibit 5.1 hereto)*
24.1 Power of Attorney*
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* Previously filed as an exhibit to this Registration Statement.