<PAGE> 1
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
------------------------
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*
------------------------
E. I. DU PONT DE NEMOURS AND COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 51-0014090
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NO.)
ORGANIZATION)
</TABLE>
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)
------------------------
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
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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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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<S> <C> <C> <C>
Common Stock, par value $0.30 per
share................ 3,000,000 N/A N/A
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- ------------------------------------------------------------------------------------------------------------
<CAPTION>
- ------------------------------------ ----------------------
- ------------------------------------ ----------------------
AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTRATION FEE(2)
- ------------------------------------ ----------------------
<S> <C>
Common Stock, par value $0.30 per
share................ N/A
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</TABLE>
* 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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<PAGE> 2
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.
<PAGE> 3
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.
2
<PAGE> 4
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.
<TABLE>
<C> <S>
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).
</TABLE>
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;
3
<PAGE> 5
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.
4
<PAGE> 6
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
------------------------------------
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* President, Chief Executive Officer
- ----------------------------------------------------- and Chairman of the Board
Charles O. Holliday, Jr.
* Director
- -----------------------------------------------------
Curtis J. Crawford
* Director
- -----------------------------------------------------
Louisa C. Duemling
* Director
- -----------------------------------------------------
Edward B. duPont
* Director
- -----------------------------------------------------
Lois D. Juliber
* Director
- -----------------------------------------------------
Goran Lindahl
Director
- -----------------------------------------------------
William K. Reilly
* Director
- -----------------------------------------------------
H. Rodney Sharp, III
* Director
- -----------------------------------------------------
Charles M. Vest
</TABLE>
5
<PAGE> 7
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
Director
- -----------------------------------------------------
Sanford I. Weill
* Director
- -----------------------------------------------------
Edgar S. Woolard, Jr.
*By: /s/ GARY M. PFEIFFER
------------------------------------------------
Gary M. Pfeiffer
(Attorney-In-Fact)
</TABLE>
6
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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<C> <S>
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)
</TABLE>
7
<PAGE> 1
EXHIBIT 4.2
AMENDED AND RESTATED
PIONEER HI-BRED INTERNATIONAL, INC.
STOCK OPTION PLAN
1. ESTABLISHMENT OF THE PLAN.
a) The Company hereby establishes the Pioneer Hi-Bred International, Inc.
Stock Option Plan (the "Plan").
b) Purpose.
The intent of the Plan is to assure that executives and other key employees
have a concrete interest in the long-term success of the Company and to give
such employees the long-term perspective required in an industry which takes
several years to develop a product, and to align the interest of such employees
with the long-term interests of shareholders.
2. DEFINITIONS.
a) "Board" means the Board of Directors of Pioneer Hi-Bred International,
Inc.
b) "Change in Control" means (i) the acquisition, whether directly,
indirectly, beneficially (within the meaning of Rule 13d-3 of the Securities and
Exchange Act of 1934, as amended (the "1934 Act")), or of record, of securities
of Pioneer Hi-Bred International, Inc. representing twenty-five percent (25%) or
more in number of the total of a) the number of shares of common stock then
outstanding, b) the number of shares of common stock issuable upon conversion
(whether or not then convertible) or otherwise of Class B Common Stock and c)
the number of shares of common stock issuable upon conversion (whether or not
then convertible) or otherwise constituting the common stock equivalent of any
other class or series of capital stock which votes for or in the election of
directors by any "person" (within the meaning of Sections 13(d) and 14(d)(2) of
the 1934 Act), including any corporation or group of associated persons acting
in concert, other than (A) the Corporation and/or (B) any employee pension
benefit plan (within the meaning of Section 3(2) of the Employee Retirement
Income Security act of 1974, as amended) of the Corporation, including a trust
established pursuant to any such plan, or (ii) the nomination and election of
twenty-five percent (25%) or more of the members of the Board of the Corporation
without recommendation of such Board. The ownership of record of 25% or more in
number of the total of a) the number of shares of common stock then outstanding,
b) the number of shares of common stock issuable upon conversion (whether or not
then convertible) or otherwise of Class B Common Stock and c) the number of
shares of common stock issuable upon conversion (whether or not then
convertible) or otherwise constituting the common stock equivalent of any other
class or series of capital stock which votes for or in the election of directors
of the Corporation by a person engaged in the business of acting as nominee for
unrelated beneficial owners shall not in and of itself by deemed to constitute a
Change in Control.
c) "Committee" means the Compensation Committee of the Board of Directors
of the Company or any successor committee.
d) "Company" means Pioneer Hi-Bred International, Inc., an Iowa Corporation
and any division, subsidiary or affiliate thereof.
e) "Competition" shall mean (i) engaging, directly or indirectly, whether
as an employee, independent contractor, consultant, or otherwise, in a business
similar to the business of the Company, and/or (ii) owning, managing, operating,
controlling, being employed by or having a financial interest in, or being
connected in any manner with, the ownership, management, operation, or conduct
of any such similar business, provided that mere ownership (directly, indirectly
or beneficially) of the stock of a corporation representing less than five
percent (5%) of such corporation's outstanding stock shall not be considered
competition.
<PAGE> 2
f) "Early Retirement" means retirement of a Participant, who remains in the
employ of the Company until his retirement on or after age fifty-five (55) but
prior to age sixty-five (65). Notwithstanding the prior sentence, the
Participant must complete five (5) year of full time service with the Company
before such retirement.
g) "Fair Market Value" of a share of Common Stock of the Company shall
mean, with respect to the date in question, either (x) the average of the
highest and lowest officially-quoted selling prices on such exchange or (y) the
closing sale price of such stock, as selected by the Committee; or if the
Company's Common Stock is not quoted by NASDAQ, traded on such an exchange, or
otherwise traded publicly, the value determined, in good faith, by the
Committee.
h) "Normal Retirement" means retirement by a Participant who remains in the
employ of the Company until age 65 or any time on or after the Participant
attains age 65.
i) "Option" means an option granted under this Plan.
j) "Participant" means an employee who is eligible to participate in this
plan under Section 4.
k) "Plan" means the Pioneer Hi-Bred International, Inc. Stock Option Plan
as amended from time to time.
l) "Shares" means the Common Stock, $1 par value, of Pioneer Hi-Bred
International, Inc.
m) "Termination for Cause" means termination as determined by the
Committee, except after a Change in Control, "Termination for Cause" shall mean
the termination of employment of a Participant as a direct result of an act or
acts of dishonesty, constituting a felony under the laws of the United States or
the State of Iowa and resulting or intended to result directly to indirectly in
gain or personal enrichment at the expense of the Company. An act or acts of
dishonesty constituting a felony will be deemed to occur only if the act or acts
constituting the felony are established either by (a) the specific admission of
the Participant or (b) a final nonappealable judgment of a court of competent
jurisdiction.
3. ADMINISTRATION.
a) Administration. The Plan shall be administered by the Committee. The
Committee shall have authority to make all determinations required under the
Plan, to interpret the Plan, to decide questions of facts arising under the
Plan, to formulate rules and regulations covering the operation of the Plan and
to make all other determinations necessary or desirable in the administration of
the Plan. The decisions of the Committee on any questions concerning or
involving the interpretation or administration of the Plan shall be final and
conclusive.
b) Delegation of Authority. The Committee may delegate, to the extent
allowed by law, to any officer of the Company its duties under the Plan pursuant
to such conditions or limitations as the Committee may establish, except that
only the Committee may select, and grant Options to, Participants who are
subject to Section 16 of the Securities Exchange Act of 1934.
4. PARTICIPATION.
Participation in the Plan shall be limited to executive officers and those
other key employees of the Company and its subsidiaries selected by the
Committee.
Directors who are officers of the Company shall be eligible to participate
in the Plan. No director who is not an officer of the Company and no member of
the Committee shall be eligible to participate in the Plan.
5. GRANTS.
The Committee may from time to time grant to Participants Options for such
number of Shares as the Committee shall determine in its sole discretion (such
individuals to whom grants are made being
<PAGE> 3
herein called "Optionees"). The Options granted shall take such form as the
Committee shall determine, subject to the following terms and conditions.
a) Price. The price per share deliverable upon the exercise of each Option
("exercise price") shall not be less than 100% of the Fair Market Value of the
Shares on the date the option is granted.
b) Exercise. Options may be exercised in whole or in part upon payment of
the exercise price of the Shares to be acquired. Payment shall be made in cash
or, in the discretion of the Committee, in shares previously acquired by the
Participant and held by the Participant for at least six months or a combination
of cash and such shares of Common Stock. The Fair Market Value of shares of
Common Stock tendered on exercise of Options shall be determined on the date of
exercise.
c) Exercise Through a Broker. Options may be exercised in whole or in part
upon delivery (including by fax) to the Company of an irrevocable written notice
of exercise with irrevocable instructions to a broker-dealer to sell (or margin)
some or all of the Shares and deliver sale (or margin loan) proceeds directly to
the Company to pay the exercise price and withholding taxes. The date on which
such notice is received by the Company shall be the date of exercise of the
option, provided that within three business days of the delivery of such notice
the funds to pay for exercise of the option are delivered to the Company by a
broker acting on behalf of the Optionee either in connection with the sale of
the shares underlying the option or in connection with the making of a margin
loan to the Optionee to enable payment of the exercise price of the option. In
connection with the foregoing, the Company will provide a copy of the notice and
instructions to the aforesaid broker upon receipt by the Company of such notice
and will deliver to such broker, within three business days of the delivery of
such notice to the Company, a certificate or certificates (as requested by the
broker) representing the number of shares underlying the option that have been
sold by such broker for the Optionee.
d) Terms of Options. The term during which each option may be exercised
shall be determined by the Committee, but in no event shall an option be
exercisable in whole or in part in less than one year unless accelerated as set
forth herein or, more than ten years and one day from the date it is granted.
All rights to purchase shares pursuant to an option shall, unless sooner
terminated, expire at the date designated by the Committee. The Committee shall
determine the date on which each option shall become exercisable and may provide
that an option shall become exercisable in installments. The shares constituting
each installment may be purchased in whole or in part at any time after such
installment becomes exercisable, subject to such minimum exercise requirement as
is designated by the Committee. The Committee may accelerate the time at which
any option may be exercised in whole or in part. The Optionee shall not be
entitled to any voting rights or any stock represented by outstanding Options.
e) Termination of Employment: Change in Control. If an Optionee ceases to
be an employee of the Company due to Normal Retirement, death or total and
permanent disability, a) each of the Optionee's unvested and unexpired Options
shall become fully vested, and b) each of the Optionee's exercisable Options
(including those Options vested in clause a of this paragraph) shall only remain
exercisable for, and shall otherwise terminate at the end of, a period of one
year or for such other period as the Committee determines in its sole discretion
from the date of termination of employment. Notwithstanding the above, an Option
shall not be exercisable after its expiration date established pursuant to
section 5d.
If an Optionee ceases to be an employee of the Company upon the occurrence
of his or her Early Retirement, a) the Committee in its sole discretion may vest
all or a portion of the Optionee's options, b) each of the Optionee's
exercisable Options vested in clause a of this paragraph shall only remain
exercisable for, and shall otherwise terminate at the end of, a period
determined by the Committee in its sole discretion, and c) each of the
Optionee's exercisable Options (excluding those Options vested in clause a of
this paragraph) shall only remain exercisable for, and shall otherwise terminate
at the end of a period of one year or for such other period as the Committee
determines in its sole discretion after the
<PAGE> 4
date of Early Retirement. Notwithstanding the above, an Option shall not be
exercisable after its expiration date established pursuant to section 5d.
If an Optionee ceases to be an employee of the Company due to Termination
for Cause (including after a Change in Control), each of the Optionee's Options
(including both vested and unvested options) shall be forfeited.
If an Optionee ceases to be a full time employee of the Company for any
reason other than death, Disability, Normal or Early Retirement or Termination
for Cause, each of the Optionee's then exercisable Options shall only remain
exercisable for, and shall otherwise terminate at the end of, a period of 90
days or for such other period as the Committee determines in its sole discretion
after the date of termination of employment. Notwithstanding the above, an
Option shall not be exercisable after its expiration date established pursuant
to section 5d. All of Optionee's Options that were not exercisable on the date
of such termination shall be forfeited.
Notwithstanding anything to the contrary herein, if a participant ceases to
be a full time employee of the Company or any subsidiary, for any reason other
than Termination for Cause, the Committee at its sole discretion a) may
accelerate the vesting of any unvested Option so that it will become fully
vested and exercisable as of the date of such participant's termination of
employment and b) may establish a period for which any exercisable Option
(including those Options vested in clause a of this paragraph) shall remain
exercisable. Notwithstanding the above, an Option shall not be exercisable after
its expiration date established pursuant to section 5d.
If there is a Change in Control of the Company, there will be an automatic
acceleration of the vesting of any outstanding Option so that it will become
fully vested and exercisable upon the Change in Control and except only for
Termination for Cause or engaging in Competition, shall remain exercisable until
its expiration date established pursuant to section 5d.
f) Competition. Notwithstanding the above, unless an Optionee receives
written consent to do so from the Company, if the Optionee engages in
Competition each of the Optionee's Options (including both vested and unvested
options) shall be forfeited. Such consent must explicitly refer to the
Optionee's stock Options to be effective.
g) Maximum. The maximum number of shares with respect to which stock
options may be granted to any such individual in any period covering five
consecutive Plan Years shall not exceed 500,000 shares.
6. SHARES AVAILABLE FOR THE PLAN.
a) Number. Subject to adjustments as provided in Section 8, the total
number of Shares that may be issued pursuant to the Plan shall not exceed
3,000,000. These Shares may consist, in whole or in part, of authorized but
unissued shares or shares reacquired by the Company including, without
limitation, Shares purchased in the open market, and not reserved for any other
purpose.
b) Reacquired Shares. If, at any time, any Option expires or terminates
unexercised or fails to vest, such unpurchased Shares shall thereafter be
available for further grants under the Plan.
7. WRITTEN AGREEMENT.
Each employee to whom a grant is made under the Plan shall enter into a
written agreement with the Company that shall contain such provisions,
consistent with the provisions of the Plan, as may be established by the
Committee.
8. ADJUSTMENTS.
In the event of any change in the outstanding shares of stock of the
Corporation by reason of a stock dividend, stock split, recapitalization,
merger, consolidation, combination, or exchange of shares or other similar
corporate change, the Committee in its sole discretion shall make such
adjustments as it deems appropriate in the aggregate number and kind of shares
issuable under the Plan, in the number and kind of
<PAGE> 5
shares covered by grants made under the Plan, and in the exercise price of
outstanding Options, and such determination shall be conclusive. In the event of
any liquidation, dissolution, merger, consolidation or other reorganization
("Transaction"), the Options shall continue in effect in accordance with their
respective terms, except that following a Transaction each Optionee shall be
entitled to receive in respect of each Share subject to any outstanding Options,
as the case may be, upon exercise of any Option, the same number and kind of
stock, securities, cash, property, or other consideration that each holder of a
Share was entitled to receive in the Transaction in respect of a Share. After
the Distribution Date as defined in the Rights Agreement between Pioneer Hi-Bred
International Inc. and the First National Bank of Boston as Rights Agent, the
Committee will make adjustments to avoid the dilutive impact of the exercise of
rights or the exchange of rights pursuant to such agreement.
9. WITHHOLDING OF TAXES.
The Company may require, as a condition to any grant under the Plan or the
delivery of certificates for shares issued hereunder, that the grantee pay to
the Company, in cash, any federal, state or local taxes of any kind required by
law to be withheld with respect to any grant, vesting, exercise or any delivery
of shares or Options. Participants may pay such taxes through a) the withholding
of shares otherwise deliverable to such Participant in connection with the
exercise of the Option, b) the delivery to the Company of Shares otherwise
acquired by the participant, or c) through the brokerage exercise feature
described in Section 5(c). The Shares withheld by the Company or Shares tendered
to the Company for satisfaction of tax withholding obligations under this
section shall be valued in the same manner as used in computing the withholding
taxes under applicable law. The Company, to the extent permitted or required by
law, shall have the right to deduct from any payment of any kind (including
salary or bonus) otherwise due to a Participant any federal, state or local
taxes of any kind required by law to be withheld with respect to any grant, or
vesting of Options under the Plan or delivery of shares, or to retain or sell
without notice a sufficient number of the Shares to be issued to such
Participant to cover any such taxes, provided that the Company shall not sell
any such shares if such sale would be considered a sale by such Participant for
purposes of Section 16 of the Exchange Act.
10. LISTING AND REGISTRATION.
If the Committee determines that the listing, registration, or
qualification upon any securities exchange or under any law of shares subject to
any Option is necessary or desirable as a condition of, or in connection with,
the granting of same or the issue or purchase of shares thereunder, no such
Option may be exercised in whole or in part unless such listing, registration or
qualification is effected free of any conditions not acceptable to the
Committee.
11. TRANSFER OF EMPLOYEE AND LEAVES OF ABSENCE.
Transfer of an employee from the Company to a Subsidiary, from a Subsidiary
to the Company, and from one Subsidiary to another shall not be considered a
termination of employment. Nor shall it be considered a termination of
employment if an employee is placed on military or sick leave or such other
leave of absence which is considered as continuing intact the employment
relationship; in such a case, the employment relationship shall be continued
until the date when an employee's right to reemployment shall no longer be
guaranteed either by law or by contract.
12. DURATION OF THE PLAN.
The date of commencement of the amended and restated Plan shall be March
10, 1998. The Plan shall continue until terminated by the Board. Any Options
granted prior to shareholder approval may not be exercised until, and will be
void unless, shareholder approval is obtained as required by applicable laws.
<PAGE> 6
13. AMENDMENT AND TERMINATION OF THE PLAN.
a) Amendment. This Plan may be amended by the Board, without shareholder
approval except as otherwise required by the law.
b) Termination. The Company reserves the right to terminate the Plan at
any time by action of the Board.
c) Existing Options. Neither amendment nor termination of this Plan shall
affect any outstanding Options. However, with the consent of the grantee
affected thereby, the Committee may amend or modify the grant of any outstanding
Option in any manner to the extent that the Committee would have had the
authority to make such grant as so modified or amended, including without
limitation to change the date or dates as of which an option becomes exercisable
without limitation.
14. PROVISIONS APPLICABLE SOLELY TO INSIDERS.
Persons subject to Section 16 of the Securities and Exchange Act of 1934,
as amended ("Section 16") with respect to securities of the Company, may have to
comply with additional rules imposed by the Company to ensure compliance with
Section 16.
15. MISCELLANEOUS.
a) No Contract of Employment. Nothing in this Plan shall be construed as a
contract of employment between the Company and any Participant. Nothing in this
Plan shall be deemed to constitute a contract for services between the Company
and a Participant, and nothing contained in the Plan shall be deemed to give a
Participant any right to continue furnishing services to the Company or the
Company any right to demand such services. Nothing in this Plan shall be
construed as an elimination of the right of the Company to discharge a
Participant, with or without cause.
b) Severability. If any provision of this Plan is held to be illegal,
invalid, or unenforceable, such illegality, invalidity or unenforceability shall
not affect the remaining provisions of this Plan, and such provision shall be
construed and enforced as if such illegal, invalid, or unenforceable provision
had never been inserted.
c) Governing Law. This Plan shall be governed by the laws of the State of
Iowa without reference to the principles of conflict of laws therein.
PIONEER HI-BRED INTERNATIONAL, INC.
By:
------------------------------------
Charles S. Johnson
President and CEO
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Jerry L. Chicoine
Secretary
<PAGE> 1
EXHIBIT 5.1
October 12, 1999
E. I. du Pont de Nemours and Company
1007 Market Street
Wilmington, Delaware 19898
Sir/Madam:
Reference is made to the Registration Statement being filed by you with the
Securities and Exchange Commission, relating to 3,000,000 shares of E. I. du
Pont de Nemours and Company (hereinafter called "the Company") $0.30 par value
Common Stock ("Common Stock"). It is my opinion that:
(a) the Company is duly organized and existing under the laws of the State
of Delaware; and
(b) all shares of Common Stock so registered are or will when sold, be
legally issued, fully paid and nonassessable.
I hereby consent to the use of this opinion in connection with the
above-mentioned Registration Statement.
Very truly yours,
/s/ PETER C. MESTER
--------------------------------------
Peter C. Mester
Senior Counsel
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8, relating to the Pioneer Stock Option Plan, of our report
dated February 19, 1999, appearing on page 40 of E. I. du Pont de Nemours and
Company and its subsidiaries' 1998 Annual Report to Stockholders which is
incorporated in its Annual Report on Form 10-K/A Amendment No. 1. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page 19 of E. I. du Pont de Nemours and
Company and its subsidiaries' Annual Report on Form 10-K/A Amendment No. 1.
/s/ PricewaterhouseCoopers LLP
- ---------------------------------------------------
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
October 12, 1999
