As filed with the Securities and Exchange Commission on June 28, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
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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
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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.
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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 in this registration statement and made a part
hereof:
(a) Registrant's Annual Report on Form 10-K for the year ended December
31, 2000;
(b) Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 2001;
(c) Exhibit 99.1 to Item 7(c) of Registrant's Current Report on Form 8-K,
dated February 6, 2001, filed with the SEC on February 6, 2001; and
(d) Registrant's Definitive Proxy Statement for its 2001 Annual Meeting
filed with the SEC on March 16, 2001.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") 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") registered 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
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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 Registrant's
principal stockholder, Pharmacia Corporation ("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 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
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 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
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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.
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
Item 8. Exhibits.
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)
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24.1 Power of Attorney
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 (i)
and (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 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
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 Registrant's annual
report pursuant to Section 13(a) or 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 the provisions of the restated certificate of
incorporation and by-laws of the Registrant and the provisions of the Delaware
law described under Item 6 above, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
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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 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Louis, State of Missouri, on the 28th day of
June, 2001.
Monsanto Company
By: /s/Hendrik A. Verfaillie
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Name: Hendrik A. Verfaillie
Title: President And Chief Executive 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 the dates indicated.
Signature Title Date
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* Chairman of the Board and Director June 28, 2001
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Frank V. Atlee III
/s/Hendrik A. Verfaillie President, Chief Executive Officer and Director June 28, 2001
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Hendrik A. Verfaillie (Principal Executive Officer)
* Director June 28, 2001
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Hakan Astrom
* Director June 28, 2001
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Christopher J. Coughlin
* Director June 28, 2001
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Michael Kantor
* Director June 28, 2001
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C. Steven McMillan
* Director June 28, 2001
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William U. Parfet
* Director June 28, 2001
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John S. Reed
* Executive Vice President and Chief Financial June 28, 2001
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Terrell K. Crews Officer (Principal Financial Officer)
* Vice President and Controller (Principal June 28, 2001
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Curt Tomlin Accounting Officer)
* Michael L. DeCamp, 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.
/s/ Michael L. DeCamp
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By: Michael L. DeCamp
Attorney-in-Fact
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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