AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 2000
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AMENDMENT NO. 1
TO
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
<PAGE>
<TABLE>
<CAPTION>
---------------------------------- ------------------ -------------------- --------------------- ---------------
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
---------------------------------- ------------------ -------------------- --------------------- ---------------
<S> <C> <C> <C>
2000 Management Incentive Plan
Common Stock $.01 par value (3) 22,568,000 461,960,414 $ 121,958
---------------------------------- ------------------ -------------------- --------------------- ---------------
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 55,278,964 $ 14,594
---------------------------------- ------------------ -------------------- --------------------- ---------------
Employee Stock Purchase Plan,
Common Stock, $.01 par value (3) 1,500,000 37,170,000 $ 9,812
---------------------------------- ------------------ -------------------- --------------------- ---------------
Aggregate Registration Fee $ 146,364.00 (5)
<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 December 4, 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.
(5) On December 6, 2000, Monsanto Company filed the original Form S-8 with
respect to those same shares described herein and paid $145,255 of the
$146,364 filing fee. The $1,109 difference in the filing fee is being
paid herewith in connection with the filing of this Amendment No. 1 to
Form S-8. All other information in the original Form S-8 filed on
December 6, 2000 remains unchanged in this Amendment No. 1 to Form S-8.
</FN>
</TABLE>
<PAGE>
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
<PAGE>
(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 settlement actually and
<PAGE>
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.
<PAGE>
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 therein, and the offering of such
<PAGE>
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.
<PAGE>
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
11th day of December, 2000.
MONSANTO COMPANY
(Registrant)
By: /s/ John M. Murabito
------------------------------------------
Name: John M. Murabito
Title: Senior Vice President - Human Resources
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 11, 2000
-------------------------
(Frank V. AtLee III)
* President and Chief Executive December 11, 2000
------------------------- Officer
(Hendrik A. Verfaillie) (Principal Executive Officer)
* Director December 11, 2000
-------------------------
(Hakan Astrom)
* Director December 11, 2000
-------------------------
(Christopher J. Coughlin)
* Director December 11, 2000
-------------------------
(Michael Kantor)
* Director December 11, 2000
-------------------------
(C. Steven McMillan)
* Director December 11, 2000
-------------------------
(William U. Parfet)
* Director December 11, 2000
-------------------------
(John S. Reed)
* Executive Vice President and December 11, 2000
------------------------- Chief Financial Officer
(Terrell K. Crews) (Principal Financial Officer)
* Vice President and Controller December 11, 2000
------------------------- (Principal Accounting Officer)
(Curt Tomlin)
<PAGE>
* 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.
/s/ Michael D. Bryan
----------------------------
By: Michael D. Bryan
Attorney-in-Fact
<PAGE>
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
* Previously filed.
