<PAGE>
As filed with the Securities and Exchange Commission on December 21, 1995.
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
MISSISSIPPI CHEMICAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
MISSISSIPPI 64-0292638
----------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
P.O. BOX 388
YAZOO CITY, MISSISSIPPI 39194
(601) 746-4131
(Address, including Zip Code, and Telephone Number, including Area
Code, of Registrant's Principal Executive Offices)
_______________________
MISSISSIPPI CHEMICAL CORPORATION 1994 STOCK INCENTIVE PLAN;
MISSISSIPPI CHEMICAL CORPORATION 1995 STOCK OPTION PLAN
FOR NONEMPLOYEE DIRECTORS; AND MISSISSIPPI CHEMICAL
CORPORATION 1995 RESTRICTED STOCK PURCHASE PLAN
FOR NONEMPLOYEE DIRECTORS
(Full Title of Plans)
_______________________
<TABLE>
<CAPTION>
<S> <C>
ROBERT E. JONES COPY TO:
VICE PRESIDENT AND GENERAL COUNSEL ALAN J. BOGDANOW, ESQ.
MISSISSIPPI CHEMICAL CORPORATION HUGHES & LUCE, L.L.P.
P.O. BOX 388 1717 MAIN STREET, SUITE 2800
YAZOO CITY, MISSISSIPPI 39194 DALLAS, TEXAS 75201
(Name, Address, and
Telephone Number,
including Area Code, of
Agent for Service)
</TABLE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value (including
Rights to Purchase Preferred Stock(3))
1,800,000 $23.00 $41,400,000 $14,276
- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) An indeterminate number of additional shares of Common Stock may be issued
if the anti-dilution adjustment provisions of the plans become operative.
(2) Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low price paid per share of Common
Stock, as reported on the Nasdaq National Market on December 18, 1995, in
accordance with Rule 457(h) promulgated under the Securities Act of 1933, as
amended.
(3) Prior to the occurrence of certain events the Preferred Share Purchase
Rights will not be traded separately from the Common Stock.
Page 1 of 20 sequentially numbered pages.
The Index to Exhibits is on page 7.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
------------------------------------------------
The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by Mississippi Chemical Corporation (the
"Registrant") are incorporated by reference in this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended June 30, 1995,
which contains audited financial statements of the Registrant for the
Registrant's last completed fiscal year (the "1995 Form 10-K").
(b) All reports filed by the Registrant pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
the 1995 Form 10-K.
(c) The description of the Registrant's common stock, par value $.01 per
share (the "Common Stock"), contained in the Registrant's Registration Statement
on Form 8-A, dated June 1, 1994 (File Number 0-20411), including any amendment
or report filed for the purpose of updating such description.
(d) The description of the Registrant's Preferred Stock Purchase Rights
contained in the Registrant's Registration Statement on Form 8-A, dated August
15, 1994 (File Number 2-7803), including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all of
the shares of Common Stock offered have been sold or which deregisters all of
such shares 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 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 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.
II-1
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
---------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------------------------------------------
Registrant's Articles of Incorporation contain provisions eliminating the
personal liability of its directors for monetary damages resulting from breaches
of their fiduciary duty to the extent permitted by the Mississippi Business
Corporation Act. Each director will continue to be subject to liability for the
amount of financial benefit received by a director to which he or she is not
entitled, for any intentional infliction of harm on the Registrant or its
shareholders, for improper distributions to shareholders and for intentional
violations of criminal law. This provision does not affect a director's
responsibilities under any other laws, such as the federal securities laws or
state or federal environmental laws.
Registrant has obtained a directors' and officers' liability and
corporation reimbursement policy which (subject to certain limits and
deductibles) (i) insures officers and directors of the Registrant against loss
arising from certain claims made against them by reason of their being such
directors or officers, and (ii) insures the Registrant against loss which it may
be required or permitted to pay as indemnification due its directors for certain
claims.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
------------------------------------
Not applicable.
ITEM 8. EXHIBITS.
---------
The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page II-6 of this Registration Statement, which Index is
incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
-------------
(a) The 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;
II-2
<PAGE>
(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)(1)(i) and (a)(1)(ii) 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
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the 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 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 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 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 the
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 by the Registrant for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described in
Item 6, 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 by the Registrant 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.
II-3
<PAGE>
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 Yazoo City, State of Mississippi, on December 21, 1995.
MISSISSIPPI CHEMICAL CORPORATION
By: /s/ Charles O. Dunn
-------------------
Charles O. Dunn
President, Chief Executive Officer
and Director (Principal Executive Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of Mississippi Chemical
Corporation, hereby severally constitute and appoint Charles O. Dunn and Robert
E. Jones, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all amendments (including post-effective amendments) to the
Registration Statement, and generally to do all things in our name and behalf in
the capacities indicated below to enable Mississippi Chemical Corporation to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements to the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
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:
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------------- --------------------------------- -----------------
<S> <C> <C>
/s/ Charles O. Dunn President, December 21, 1995
- ----------------------------------- Chief Executive Officer and
Charles O. Dunn and Director
(Principal Executive Officer)
/s/ William F. Hawkins Senior Vice President-Finance and December 21, 1995
- ----------------------------------- Administration
William F. Hawkins (Principal Financial Officer and
Principal Accounting Officer)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Coley L. Bailey Chairman of the December 21, 1995
- ----------------------------------- Board of Directors
Coley L. Bailey
/s/ John Sharp Howie Vice Chairman of the December 21, 1995
- ----------------------------------- Board and Director
John Sharp Howie
/s/ John W. Anderson Director December 21, 1995
- -----------------------------------
John W. Anderson
/s/ Frank R. Burnside, Jr. Director December 21, 1995
- -----------------------------------
Frank R. Burnside, Jr.
/s/ Robert P. Dixon Director December 21, 1995
- -----------------------------------
Robert P. Dixon
/s/ W. R. Dyess Director December 21, 1995
- -----------------------------------
W. R. Dyess
/s/ Woods E. Eastland Director December 21, 1995
- -----------------------------------
Woods E. Eastland
Director December 21, 1995
- -----------------------------------
G. David Jobe
/s/ George Penick Director December 21, 1995
- -----------------------------------
George Penick
/s/ David M. Ratcliffe Director December 21, 1995
- -----------------------------------
David M. Ratcliffe
/s/ Wayne Thames Director December 21, 1995
- -----------------------------------
Wayne Thames
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Exhibit Numbered Page
- --------------------------------------------------------------------------------
<S> <C> <C>
4.1 Shareholders Rights Plan, filed as
Exhibit 1 to the Registrant's
Registration Statement on Form 8-A
dated August 15, 1994, Commission ___
File No. 2-7803, and incorporated
herein by reference
4.2 Mississippi Chemical Corporation
1994 Stock Incentive Plan 8
4.3 Mississippi Chemical Corporation
1995 Stock Option Plan for 13
Nonemployee Directors
4.4 Mississippi Chemical Corporation
1995 Restricted Stock Purchase Plan 16
for Nonemployee Directors
5.1 Opinion of Hughes & Luce, L.L.P. 19
23.1 Consent of Hughes & Luce, L.L.P.
(Contained in Exhibit 5.1) ___
23.2 Consent of Arthur Andersen LLP 20
24.1 Power of Attorney (Contained at ___
page II-4)
</TABLE>
II-6
<PAGE>
EXHIBIT 4.2
MISSISSIPPI CHEMICAL CORPORATION
1994 STOCK INCENTIVE PLAN
1. Purpose. The purpose of the 1994 Stock Incentive Plan (the ``Plan'') is
to enable Mississippi Chemical Corporation (the ``Company'') to offer officers
and other key employees of the Company and its subsidiaries performance-based
incentives and other equity interests in the Company, thereby attracting,
retaining and rewarding such employees and strengthening the mutuality of
interest between the employees and the Company's shareholders.
2. Administration. The Plan shall be administered by a committee (the
``Committee'') which shall be the Compensation Committee of the Board of
Directors or another committee consisting of not less than two directors of the
Company appointed by the Board of Directors, none of whom shall be eligible to
participate in this Plan and all of whom shall qualify as disinterested persons
within the meaning of Securities and Exchange Commission Regulation Section
240.16b-3 or any successor regulation. The Committee may delegate to the Chief
Executive Officer of the Company the administration of benefits granted to non-
officer participants.
3. Eligibility. Benefits under the Plan shall be granted only to officers
and other key employees of the Company and its subsidiaries selected initially
and from time to time thereafter by the Committee on the basis of the special
importance of their services in the management, development and operation of the
Company and its subsidiaries. For these purposes, any corporation, partnership
or other entity in which the Company has a significant financial interest may
qualify as a subsidiary.
4. Benefits. The benefits awarded under the Plan shall consist of (a) stock
options, (b) stock appreciation rights, and (c) stock awards.
5. Shares Reserved. There is hereby reserved for issuance under the Plan an
aggregate of 1,400,000 shares of common stock of the Company which may be
authorized but unissued or treasury shares. All of such shares may, but need
not, be issued pursuant to the exercise of incentive stock options. The maximum
number of option shares which may be awarded to any participant in any fiscal
year during the term of the Plan is 200,000 shares. No more than 160,000 shares
may be issued as stock awards during the term of the Plan. If there is a lapse,
expiration, termination or cancellation of any option prior to the issuance of
shares thereunder, or if shares are issued and thereafter are reacquired by the
Company pursuant to rights reserved upon issuance thereof, those shares may
again be used for new awards under this Plan.
6. Stock Options. Stock options shall consist of options to purchase shares
of common stock of the Company and shall be either incentive stock options or
non-qualified stock options as determined by the Committee. The option price
shall be not less than 100% of the fair market value of the shares on the date
the option is granted and the price may be paid by check
<PAGE>
or, in the discretion of the Committee, by the delivery of shares of common
stock of the Company then owned by the participant. A participant may also use
cashless exercise as permitted under Federal Reserve Board's Regulation T to pay
the option price. Stock options shall be exercisable at such time or times and
subject to such terms and conditions as shall be determined by the Committee at
grant; provided, however, that no stock option shall be exercisable prior to six
months after the option grant date nor later than ten years after the grant
date. The aggregate fair market value (determined as of the time the option is
granted) of the shares of common stock with respect to which incentive stock
options are exercisable for the first time by a participant during any calendar
year (under all option plans of the Company and its subsidiaries) shall not
exceed $100,000.
7. Stock Appreciation Rights. Stock appreciation rights may be granted to
the holder of any stock option granted hereunder and shall be subject to such
terms and conditions consistent with the Plan as the Committee shall impose from
time to time, including the following:
(a) A stock appreciation right may be granted with respect to a stock
option at the time of its grant or at any time thereafter up to six months
prior to its expiration.
(b) Stock appreciation rights will permit the holder to surrender any
related stock option or portion thereof which is then exercisable and elect
to receive in exchange therefor cash in an amount equal to:
(i) The excess of the fair market value on the date of such
election of one share of common stock over the option price,
multiplied by
(ii ) The number of shares covered by such option or portion
thereof which is so surrendered.
(c) The Committee shall have the discretion to satisfy a participant's
right to receive the amount of cash determined under paragraph (b) hereof
in whole or in part by the delivery of common stock of the Company valued
as of the date of the participant's election.
(d) In the event of the exercise of a stock appreciation right, the
number of shares reserved for issuance hereunder shall be reduced by the
number of shares covered by the stock option or portion thereof
surrendered.
8. Stock Awards. Stock awards will consist of common stock transferred to
participants without other payment therefor as additional compensation for their
services to the Company or one of its subsidiaries. A stock award shall be
subject to such terms and conditions as the Committee determines appropriate
including, without limitation, restrictions on the sale or other disposition of
such shares, the right of the Company to reacquire such shares upon termination
of the participant's employment within specified periods and conditions
requiring that the shares be earned in whole or in part upon the achievement of
performance goals
<PAGE>
established by the Committee over a designated period of time. The goals
established by the Committee may include earnings per share, total return on
shareholder equity, or such other goals as may be established by the Committee
in its discretion.
9. Non-transferability. Stock options and other benefits granted under this
Plan shall not be transferable other than by will or the laws of descent and
distribution and each stock option and stock appreciation right shall be
exercisable during the participant's lifetime only by the participant or the
participant's guardian or legal representative.
10. Change in Control. In the event of a change in control of the Company,
all outstanding stock options and stock appreciation rights shall become
immediately exercisable and all stock awards shall immediately vest with all
performance goals deemed fully achieved. For these purposes, change in control
shall mean the occurrence of any of the following events, as a result of one
transaction or a series of transactions:
(a) any ``person'' (as that term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, but excluding the Company, its
affiliates and any qualified or non-qualified plan maintained by the
Company or its affiliates) becomes the ``beneficial owner'' (as defined in
Rule 13d-3 promulgated under such Act), directly or indirectly, of
securities of the Company representing more than 20% of the combined voting
power of the Company's then outstanding securities;
(b) individuals who constitute a majority of the Board of Directors of
the Company immediately prior to a contested election for positions on the
Board cease to constitute a majority as a result of such contested
election;
(c) the Company is combined (by merger, share exchange, consolidation,
or otherwise) with another corporation and as a result of such combination,
less than 75% of the outstanding securities of the surviving or resulting
corporation are owned in the aggregate by the former shareholders of the
Company; or
(d) the Company sells, leases, or otherwise transfers all or
substantially all of its properties or assets to another person or entity.
11. Other Provisions. The award of any benefit under the Plan may also be
subject to other provisions (whether or not applicable to the benefit awarded to
any other participant) as the Committee determines appropriate, including such
provisions as may be required to comply with federal or state securities laws
and stock exchange requirements and understandings or conditions as to the
participant's employment.
12. Fair Market Value. The fair market value of the Company's common stock
at any time shall be determined in such manner as the Committee may deem
equitable or as required by applicable law or regulation.
<PAGE>
13. Adjustment Provisions.
(a) If the Company shall at any time change the number of issued shares
of common stock without new consideration to the Company (such as by stock
dividend or stock split), the total number of shares reserved for issuance
under this Plan and the number of shares covered by each outstanding
benefit shall be adjusted so that the aggregate consideration payable to
the Company, if any, shall not be changed.
(b) Notwithstanding any other provision of this Plan, and without
affecting the number of shares reserved or available hereunder, the Board
of Directors may authorize the issuance or assumption of benefits in
connection with any merger, consolidation, acquisition of property or
stock, or reorganization upon such terms and conditions as it may deem
appropriate.
(c) In the event of any merger, consolidation or reorganization of the
Company with any other corporation, there shall be substituted, on an
equitable basis as determined by the Committee, for each share of common
stock then reserved for issuance under the Plan and for each share of
common stock then subject to a benefit granted under the Plan, the number
and kind of shares of stock, other securities, cash or other property to
which holders of common stock of the Company will be entitled pursuant to
the transaction.
14. Taxes. The Company shall be entitled to withhold the amount of any tax
attributable to any shares deliverable under the Plan after giving the person
entitled to receive the shares notice as far in advance as practicable and the
Company may defer making delivery as to any benefit if any such tax is payable
until indemnified to its satisfaction. The Committee may, in its discretion and
subject to rules which it may adopt, permit a participant to pay all or a
portion of the taxes arising in connection with any benefit under the Plan by
electing to have the Company withhold shares of common stock from the shares
otherwise deliverable to the participant, having a fair market value equal to
the amount to be withheld.
15. Term of Program; Amendment, Modification or Cancellation of Benefits. No
benefit shall be granted more than ten years after the date of the approval of
this Plan by the shareholders of the Company; provided, however, that the terms
and conditions applicable to any benefits granted prior to such date may at any
time be amended or canceled by mutual agreement between the Committee and the
participant or any other persons as may then have an interest therein and may be
unilaterally modified by the Committee whenever such modification is deemed
necessary to protect the Company or its shareholders.
16. Amendment or Discontinuation of Plan. The Board of Directors may amend
the Plan at any time, provided that no such amendment shall be effective unless
approved within 12 months after the date of the adoption of such amendment by
the affirmative vote of a majority of the shareholders entitled to vote if such
shareholder approval is required for the Plan to continue to comply with the
requirements of Securities and Exchange Commission Regulation Section
<PAGE>
240.16b-3. The Board of Directors may suspend the Plan or discontinue the Plan
at any time; provided, however, that no such action shall adversely affect any
outstanding benefit.
17. Shareholder Approval. The Plan was adopted by the Board of Directors on
August 2, 1994, subject to shareholder approval. The Plan and any benefits
granted thereunder shall be null and void if shareholder approval is not
obtained at the next annual meeting of shareholders.
<PAGE>
EXHIBIT 4.3
MISSISSIPPI CHEMICAL CORPORATION
1995 STOCK OPTION PLAN
FOR NONEMPLOYEE DIRECTORS
1. Purpose. The purpose of the Mississippi Chemical Corporation 1995 Stock
Option Plan for Nonemployee Directors (the ``Plan'') is to encourage directors
(including emeritus directors) who are not officers or full-time employees of
Mississippi Chemical Corporation (the ``Company'') or any of its subsidiaries
(``Nonemployee Directors'') to become shareholders in the Company thereby giving
them a stake in the growth and profitability of the Company, to enable them to
represent the viewpoint of the shareholders of the Company more effectively and
to encourage them to continue serving as directors.
2. Shares Reserved. There is hereby reserved for issuance under the Plan an
aggregate of 300,000 shares of common stock which may be authorized but unissued
or treasury shares. If there is a lapse, expiration, termination or cancellation
of any option granted under this Plan, all unissued shares subject to the option
may again be used for new options granted under this Plan.
3. Grant of Options. Each person who is or becomes a Nonemployee Director
of the Company on the date of the annual meeting of shareholders (``Annual
Meeting'') for 1995 shall be granted an initial option to purchase 5,000 shares
of common stock on the first business day after the date of the Annual Meeting.
The initial options for the Chairman and Vice Chairman of the Board of Directors
shall be for 10,000 and 7,000 shares of common stock, respectively.
Each person who becomes a Nonemployee Director after the date of the 1995
Annual Meeting shall be granted an initial option to purchase 5,000 shares of
common stock on the first business day after the date of the next succeeding
Annual Meeting. Any person who becomes Chairman of the Board after the date of
the 1995 Annual Meeting shall be granted an additional option to purchase 5,000
shares of common stock on the first business day after the date of the next
succeeding Annual Meeting (except that the additional option for a person who
previously served as Vice Chairman shall be for 3,000 shares). Any person who
becomes Vice Chairman of the Board after the date of the 1995 Annual Meeting
shall be granted an additional option to purchase 2,000 shares of common stock
on the first business day after the date of the next succeeding Annual Meeting.
Each Nonemployee Director who is granted an initial option hereunder shall be
granted an additional option to purchase 1,500 shares of common stock on the
first business day after the date of each succeeding Annual Meeting on which the
Nonemployee Director is a member of the Board. The annual options for the
Chairman and Vice Chairman of the Board shall be for 3,000 and 2,000 shares,
respectively.
4. Option Price. The option price for each option granted to Nonemployee
Directors shall be equal to the average of the closing price of the shares
subject to option as reported on the
<PAGE>
NASDAQ National Market System (``NASDAQ'') for the last 20 trading days prior to
the date of option grant. The option price may be paid by check or by the
delivery of shares of common stock then owned by the participant. A director may
also pay the option price by use of cashless exercise as permitted under Federal
Reserve Board's Regulation T.
5. Term; Termination of Service. The option term shall be ten years. Any
option granted to a Nonemployee Director may not be exercised for the first year
from the date of its grant. Any option granted to a Nonemployee Director may be
exercisable for 20% of the shares subject to option during the second year from
the date of grant, 40% for the third year from the date of grant, 60% for the
fourth year from the date of grant, 80% for the fifth year from the date of
grant, and shall be fully exercisable commencing with the sixth year from the
date of grant. Each option shall become fully exercisable upon the retirement of
the director or upon a change of control of the Company as defined in paragraph
10 of the Company's 1994 Stock Incentive Plan. Each option shall expire three
months after the date of optionee's termination of service for any reason other
than death, disability or retirement. In the event of death, disability or
retirement, each option shall be exercisable for a period of three years after
termination. For these purposes, retirement shall mean termination of service on
the Board of Directors after the Nonemployee Director has attained age 55 and
completed at least five years of service as a member of the Board. Except in the
case of retirement, any option granted to a Nonemployee Director may be
exercised during the indicated periods following termination only to the extent
the option was exercisable on the date of termination.
6. Nontransferability. Any option granted under this Plan shall not be
transferable other than by will or the laws of descent and distribution and
shall be exercisable during the Nonemployee Director's lifetime only by the
director or the director's guardian or legal representative. If a director dies
during the option period, any option granted to the director may be exercised by
his or her estate or the person to whom the option passes by will or the laws of
descent and distribution.
7. Adjustment Provisions.
(a) If the Company shall at any time change the number of issued shares of
common stock without new consideration to it (such as by stock dividends,
stock splits or similar transactions), the total number of shares reserved
for issuance under this Plan and the number of shares covered by each
outstanding option shall be automatically adjusted so that the aggregate
consideration payable to the Company and the value of each option shall not
be changed.
(b) In the case of any merger, consolidation or combination of the Company
with or into another corporation, other than a merger, consolidation or
combination in which the Company is the continuing corporation and which
does not result in the outstanding common stock being converted into or
exchanged for different securities, cash or other property, or any
combination thereof (an ``Acquisition''), any Nonemployee Director to whom
an option has been granted under the Plan shall have the right during the
remaining term of such option, to receive upon exercise thereof the
<PAGE>
Acquisition Consideration (as defined below) receivable upon such
Acquisition by a holder of the number of shares of common stock which might
have been obtained upon exercise of such option or portion thereof, as the
case may be, immediately prior to such Acquisition. The term ``Acquisition
Consideration'' shall mean the kind and amount of shares of the surviving
or new corporation, cash, securities, evidence of indebtedness, other
property or any combination thereof receivable in respect of one share of
common stock of the Company upon consummation of an Acquisition.
8. Registration and Legal Compliance. The grant of any option under the
Plan may also be subject to other provisions as counsel to the Company deems
appropriate including, without limitation, provisions as may be appropriate to
comply with federal and state securities laws and stock exchange requirements.
The Company shall not be required to issue or deliver any certificate for common
stock purchased upon the exercise of any option granted under this Plan prior to
the admission of such shares to listing on any stock exchange on which common
stock of the Company may at that time be listed. If the Company shall be advised
by its counsel that the shares deliverable upon exercise of an option are
required to be registered under the Securities Act of 1933, as amended (the
``Act'') or any state securities law or that delivery of such shares must be
accompanied or preceded by a prospectus meeting the requirements of such Act,
the Company will use its best efforts to effect such registration or provide
such prospectus not later than a reasonable time following each exercise of such
option, but delivery of shares by the Company may be deferred until such
registration is effective or such prospectus is available.
9. Amendment, Suspension and Termination of Plan. The Board of Directors
may suspend or terminate the Plan at any time and may amend it from time to time
in such respects as the Board of Directors may deem advisable in order that any
grants thereunder shall conform to or otherwise reflect any change in applicable
laws or regulations or to permit the Company or the Nonemployee Directors to
enjoy the benefits of any change in applicable laws or regulations; provided,
however, that this Plan may not be amended more than once every six months and
that no amendment shall, without shareholder approval, increase the number of
shares of common stock which may be issued under the Plan, materially modify the
requirements as to eligibility for participation in the Plan or materially
increase the benefits accruing to Nonemployee Directors under the Plan. No such
amendment, suspension or termination shall impair the rights of Nonemployee
Directors under any outstanding options, or make any change that would
disqualify the Plan or any other plan of the Company intended to be so qualified
from the exemption provided by Rule 16b-3.
10. Shareholder Approval; Term. This Plan was adopted by the Board of
Directors of the Company on July 20, 1995. The Plan shall be null and void if
shareholder approval is not obtained at the 1995 Annual Meeting. The term of the
Plan shall be for a five year period from the date of shareholder approval.
<PAGE>
EXHIBIT 4.4
MISSISSIPPI CHEMICAL CORPORATION
1995 RESTRICTED STOCK PURCHASE PLAN
FOR NONEMPLOYEE DIRECTORS
1. Purpose. The purpose of the Mississippi Chemical Corporation 1995
Restricted Stock Purchase Plan for Nonemployee Directors (the ``Plan'') is to
encourage directors (including emeritus directors) who are not officers or full-
time employees of Mississippi Chemical Corporation (the ``Company'') or any of
its subsidiaries (``Nonemployee Directors'') to invest their annual retainer
fees in the common stock of the Company, thereby giving them a stake in the
growth and profitability of the Company to enable them to represent the
viewpoint of the shareholders of the Company more effectively and to encourage
them to continue serving as directors.
2. Shares Reserved. There is hereby reserved for issuance under the Plan
an aggregate of 100,000 shares of common stock of the Company. Shares issued
under the Plan may be either authorized but unissued shares or treasury shares.
If any shares issued hereunder are thereafter acquired by the Company pursuant
to rights reserved by the Company at the time of transfer as hereinafter
described, such shares shall be added back to the number of shares reserved for
issuance under the Plan.
3. Election to Receive Retainer in Shares of Restricted Stock. Each
Nonemployee Director may make an irrevocable election to receive his or her
annual retainer in shares of restricted stock. An election pursuant to this
paragraph 3 must be made in writing and filed with the Company before the first
day of the annual retainer period. Any election shall be effective from the
first day of the retainer period until terminated by the director by written
notice given not less than six months prior to the date of termination. The
election will entitle the Nonemployee Director to receive a number of shares of
restricted stock determined by dividing 125% of the retainer for the ensuing 12-
month period by the fair market value of one share of the Company's common
stock. The result of such division shall be rounded up to the next whole share.
For these purposes, the fair market value of the common stock shall be equal to
the average of the closing price of the shares as reported on the NASDAQ
National Market System (``NASDAQ'') for the last 20 trading days prior to the
first day of each annual retainer period. In the event any person becomes a
Nonemployee Director other than at the beginning of an annual retainer period,
such person may make an election before the date on which the person becomes a
Nonemployee Director, the election to be effective with respect to the amount of
retainer applicable to the balance of such annual retainer period and at a fair
market value equal to the average of the closing price of the shares on NASDAQ
for the last 20 trading days prior to the director's first day of service.
For purposes of this paragraph 3, an annual retainer period shall begin on
the first day of September of any year in which the Plan is effective and end on
the succeeding August 31.
<PAGE>
4. Terms and Conditions. Shares of restricted stock issued under the Plan
shall be subject to the following terms and conditions:
(a) If, within five years from the date of the transfer of the restricted
stock, (i) the Nonemployee Director's service on the Board is terminated
for any reason other than death, disability or retirement, or (ii) the
Nonemployee Director elects to sell the shares of restricted stock back to
the Company, the shares of restricted stock shall be repurchased by the
Company (``Forfeiture Restriction'') at a per share price equal to the
lesser of (A) the amount paid by the director for such restricted shares or
(B) the fair market value of such shares on the date the director's service
on the Board is terminated or the date the director elects to sell the
shares, whichever is applicable. For these purposes, the fair market value
of the common stock shall be equal to the average of the closing price of
the shares as reported on NASDAQ for the last 20 trading days prior to the
date of repurchase. The purchase price shall be paid in cash to the
director within five business days after receipt by the Company of
certificates representing the shares of restricted stock so forfeited.
(b) Shares of restricted stock shall be free of the Forfeiture
Restriction upon the expiration of a five-year period from the date of
issuance or earlier upon the death, disability or retirement of the
Nonemployee Director or the occurrence of a change of control of the
Company as defined in paragraph 10 of the Company's 1994 Stock Incentive
Plan.
(c) Shares of restricted stock issued under the Plan may be subject to
such other provisions, not inconsistent with the provisions of the Plan, as
counsel for the Company shall consider appropriate from time to time,
including such provisions as may be appropriate to comply with federal and
state securities laws and stock exchange requirements.
5. Nontransferability of Shares. Shares of restricted stock issued under
the Plan shall not be transferable and may not be sold, exchanged, transferred,
pledged, hypothecated or otherwise disposed of at any time prior to the
expiration of the later of (i) six months after the date of issuance of shares
of restricted stock (or on the date of the death or disability of the
Nonemployee Director if such director dies or becomes disabled prior to the
expiration of such six-month period) or (ii) the expiration of the Forfeiture
Restriction with respect to such shares of restricted stock.
6. Shareholder Rights. A Nonemployee Director who receives shares of
restricted stock under the Plan shall have all of the rights of a shareholder
with respect to such stock, including the right to receive dividends or other
distributions in respect of such stock and to vote such stock as the record
owner thereof, unless and until such stock is forfeited to the Company
hereunder. However, the certificates representing shares of restricted stock
issued under the Plan shall bear a legend indicating the nontransferability of
the shares and the Forfeiture Restriction.
<PAGE>
7. Adjustments. If there is any change in the Company's common stock by
means of a stock dividend or distribution, stock split-up, recapitalization,
combination or exchange of shares, or by means of any merger, consolidation or
other corporate reorganization in which the Company is the surviving
corporation, the number of shares of stock thereafter available for issuance
under the Plan shall be automatically adjusted on the same basis to give proper
effect to such change. The terms and conditions of this Plan shall also be
applicable to the shares issued to a Nonemployee Director as a result of a stock
dividend, stock split, recapitalization, etc. with respect to any restricted
shares.
8. Amendment or Termination. The Board of Directors may terminate the Plan
at any time or amend the Plan from time to time as it may deem proper; provided,
however, that no such termination shall adversely affect any outstanding shares.
The Plan may not be amended more frequently than once every six months and no
amendment shall (a) adversely affect any outstanding shares, (b) result in any
participant in the Plan losing his or her status as a ``disinterested person''
under Securities and Exchange Commission Rule 16b-3 (``Rule 16b-3'') with
respect to any employee benefit plan of the Company, or (c) result in the Plan
losing its status as a protected plan under Rule 16b-3.
9. Shareholder Approval. The Plan was adopted by the Board of Directors on
July 20, 1995, subject to shareholder approval. All certificates representing
shares purchased prior to such approval shall be held by the Company until
shareholder approval is obtained. In the event the Plan is not approved by
January 1, 1996, the purchase price of the stock will be returned to the
directors and the stock will be returned to the Company.
<PAGE>
EXHIBIT 5.1
[Hughes & Luce, L.L.P. Letterhead]
December 21, 1995
Mississippi Chemical Corporation
P.O. Box 388
Yazoo City, Mississippi 39194
Re: Registration Statement on Form S-8 for the 1994 Stock Incentive Plan,
1995 Stock Option Plan for Nonemployee Directors and the 1995
Restricted Stock Purchase Plan for Nonemployee Directors
Ladies and Gentlemen:
We have acted as special counsel to Mississippi Chemical Corporation, a
Mississippi corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended, of an aggregate of 1,800,000
shares (the "Shares") of the Company's common stock, $.01 par value per share,
issuable under the (i) 1994 Stock Incentive Plan, (ii) 1995 Stock Option Plan
for Nonemployee Directors and (iii) 1995 Restricted Stock Purchase Plan for
Nonemployee Directors (collectively, the "Plans"). The Shares are being
registered pursuant to a registration statement on Form S-8 to be filed with the
Securities and Exchange Commission on or about December 21, 1995.
In connection with this opinion, we have examined such documents and
records of the Company and such statutes, regulations and other instruments and
certificates as we have deemed necessary or advisable for the purposes of this
opinion. We have assumed that all signatures on all documents presented to us
are genuine, that all documents submitted to us as originals are accurate and
complete and that all documents submitted to us as copies are true and correct
copies of the originals thereof. We have also relied upon such certificates of
public officials, corporate agents and officers of the Company and such other
certifications with respect to the accuracy of material factual matters
contained therein which were not independently established.
Based on the foregoing, we are of the opinion that the Shares will be, if
and when issued and paid for pursuant to the Plans, validly issued, fully paid
and nonassessable, assuming the Company maintains an adequate number of
authorized but unissued shares of common stock available for such issuance, and
further assuming that the consideration received by the Company for the
Shares exceeds the par value thereof.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Hughes & Luce, L.L.P.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
July 28, 1995 incorporated by reference in Mississippi Chemical Corporation's
Annual Report on Form 10-K for the year ended June 30, 1995 and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Memphis, Tennessee
December 21, 1995
