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As filed with the Securities and Exchange Commission on May 24, 1995.
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
(Address of Principal Executive Offices)
MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS
AND
MISSISSIPPI PHOSPHATES CORPORATION 401(k) RETIREMENT PLAN
(Full Title of the Plans)
ROBERT E. JONES
VICE PRESIDENT AND GENERAL COUNSEL
MISSISSIPPI CHEMICAL CORPORATION
P.O. BOX 388
YAZOO CITY, MISSISSIPPI 39194
(Name and Address of Agent For Service)
(601) 746-4131
(Telephone number, including area code, of agent for service)
COPY TO:
FREDERICK W. AXLEY, P.C.
MCDERMOTT, WILL & EMERY
227 WEST MONROE STREET
CHICAGO, ILLINOIS 60606-5096
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered<F1> Per Share<F2> Price<F2> Fee
Common Stock ($.01 par 400,000 Shares $17-1/8 $6,850,000 $2,362.09
value per share)
including Rights to
Purchase Preferred Stock<F3>
<F1> An undetermined number of additional shares may be issued if the anti-
dilution adjustment provisions of the plan become operative.
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<F2> Estimated solely for the purpose of calculating the registration fee in
accordance with rule 457 under the Securities Act of 1933 based on the
average of the high and low prices of a share of Common Stock, $.01 par
value per share, as reported on The NASDAQ National Market.
<F3> Prior to the occurrence of certain events, the Preferred Share Purchase
Rights will not be traded separately from the Common Stock.
IN ADDITION, PURSUANT TO RULE 416(c) UNDER THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF PLAN INTERESTS
TO BE OFFERED OR SOLD PURSUANT TO THE EMPLOYEE BENEFIT PLANS DESCRIBED
HEREIN.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Mississippi Chemical Corporation
("Registrant"), Mississippi Phosphates Corporation 401(k) Retirement Plan and
Mississippi Chemical Corporation Thrift Plan Plus (the "Plans") are
incorporated herein by reference:
(a) The Registrant's Prospectus dated August 18, 1994, filed pursuant
to Rule 424(b) (the "Prospectus") (as part of its Registration Statement on
Form S-1, File Number 33-54573) under the Securities Act of 1933 (the
"Securities Act").
(b) The Plans' Annual Reports on Form 11-K for the fiscal year ended
December 31, 1993.
(c) All other reports filed by the Registrant and the Plan pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since July 1, 1994.
(d) The description of the Registrant's Common Stock and Preferred
Stock is contained under the heading "The New Company--Summary of New Company
Articles of Incorporation and Bylaws" in Mississippi Chemical Corporation's
Amendment No. 1 to its Registration Statement on Form S-4, SEC File No. 33-
53119.
All documents subsequently filed by the Registrant and the Plans
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered 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 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 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.
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
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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 or
officers for certain claims.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description of Exhibit
4.1(a) Articles of Incorporation. Incorporated herein by reference to
Appendix B of Mississippi Chemical Corporation's Amendment No. 1 to
its Registration Statement on Form S-4 (SEC File No. 33-53119).
4.1(b) Rights Agreement dated as of August 8, 1994 between the Company and
Harris Trust and Savings Bank as Rights Agent (incorporated herein
by reference to Exhibit 1 to the Company's Registration Statement
on Form 8-A filed August 15, 1994).
4.2 Bylaws of Registrant. Incorporated herein by reference to Appendix
C of Mississippi Chemical Corporation's Amendment No. 1 to its
Registration Statement on Form S-4 (SEC File No. 33-53119).
4.3(a) Mississippi Phosphates Corporation 401(k) Retirement Plan (to be
filed by amendment).
4.3(b) Mississippi Chemical Corporation Thrift Plan Plus (to be filed by
amendment).
5 Opinion of McDermott, Will & Emery as to the legality of the
securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of McDermott, Will & Emery (included in Exhibit 5).
24 Power of Attorney (included on signature page).
ITEM 9. UNDERTAKINGS.
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:
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(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; 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 (i) and (ii) shall 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 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.
(4) That, for the purposes of determining any liability under the Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act and each filing of 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.
(5) Insofar as indemnification for liabilities arising under the 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 Securities and
Exchange Commission such indemnification is against public policy as
expressed in the 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 Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 the 22nd day of May, 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 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 of 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 Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities indicated on the
22nd day of May, 1995.
Signature Title
/s/ Charles O. Dunn President, Chief Executive Office
Charles O. Dunn and Director (Principal Executive
Officer)
/s/ William F. Hawkins Senior Vice President--Finance and
William F. Hawkins Administration (Principal Financial
Officer and Principal Accounting
Officer)
/s/ Coley L. Bailey Chairman of the Board of Director
Coley L. Bailey
/s/ John Sharp Howie Vice Chairman of the Board and
John Sharp Howie Director
/s/ John W. Anderson Director
John W. Anderson
/s/ Frank R. Burnside, Jr. Director
Frank R. Burnside, Jr.
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/s/ Robert P. Dixon Director
Robert P. Dixon
/s/ W. R. Dyess Director
W. R. Dyess
/s/ Woods E. Eastland Director
Woods E. Eastland
/s/ G. David Jobe Director
G. David Jobe
/s/ George Penick Director
George Penick
/s/ David M. Ratcliffe Director
David M. Ratcliffe
/s/ Wayne Thames Director
Wayne Thames
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EXHIBIT INDEX
Exhibits marked with an asterisk (*) are filed herewith. All other documents
listed are incorporated by reference to documents previously filed by
Registrant with the Securities and Exchange Commission as indicated.
Exhibit No. Description
4.1(a) Articles of Incorporation. Incorporated herein
by reference to Appendix B of Mississippi Chemical
Corporation's Amendment No. 1 to its Registration
Statement on Form S-4 (SEC File No. 33-53119).
4.1(b) Rights Agreement dated as of August 8, 1994 between
the Company and Harris Trust and Savings Bank as
Rights Agent (incorporated herein by reference to
Exhibit 1 to the Company's Registration Statement
on Form 8-A filed August 15, 1994).
4.2 Bylaws of Registrant. Incorporated herein by
reference to Appendix C of Mississippi Chemical
Corporation's Amendment No. 1 to its Registration
Statement on Form S-4 (SEC File No. 33-53119).
4.3(a) Mississippi Phosphates Corporation 401(k) Retirement
Plan (to be filed by amendment).
4.3(b) Mississippi Chemical Corporation Thrift Plan Plus
(to be filed by amendment).
*5 Opinion of McDermott, Will & Emery as to the
legality of the securities being registered.
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of McDermott, Will & Emery (included in
Exhibit 5).
*24 Power of Attorney (included on signature page).
________________________
* Filed herewith.
Exhibit 5
May 22, 1995
Mississippi Chemical Corporation
P.O. Box 388
Yazoo City, Mississippi 39194
RE: 400,000 Shares of Common Stock ($.01 par value
per share) including Preferred Share Purchase
Rights for Mississippi Phosphates Corporation
401(k) Retirement Plan and Mississippi Chemical
Corporation Thrift Plan Plus (the "Plans")
Gentlemen:
We have acted as counsel for Mississippi Chemical Corporation (the
"Company") in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") for the registration
under the Securities Act of 1933, as amended, of 400,000 shares of the
Company's Common Stock, $.01 par value per share (the "Common Stock"), which
may be purchased pursuant to the Plans and 400,000 Rights to Purchase
Preferred Stock which currently are attached to, and trade with, the Common
Stock.
We have examined or considered:
1. A copy of the Company's Articles of Incorporation.
2. The By-Laws of the Company.
3. Telephonic confirmation of the Secretary of State of
Mississippi, as of a recent date, as to the good standing of the Company
in that state.
4. A copy of resolutions duly adopted by the Board of Directors of
the Company and the Board of Directors of Mississippi Phosphates
Corporation relating to each of the Plans.
5. A copy of each of the Plans, as amended to date.
In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion.
Based on the foregoing, we are of the opinion that:
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May 22, 1995
Page 2
(a) The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Mississippi.
(b) All legal and corporate proceedings necessary for the
authorization, issuance and delivery of the shares of Common Stock under
the Plans have been duly taken, and the Common Stock, upon acquisition
pursuant to the terms of the Plans, and the related Preferred Share
Purchase Rights, will be duly authorized, legally and validly issued,
fully paid and nonassessable.
(c) The Plans comply with the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
We hereby consent to all references to our firm in the Registration
Statement and to the filing of this opinion by the company as an Exhibit to
the Registration Statement.
Very truly yours,
McDermott, Will & Emery
FWA\pmc
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated
July 29, 1994 on the financial statements and supplemental schedules of
Mississippi Chemical Corporation (the "Registrant") for the year ended
June 30, 1994 included in the Registrant's Form S-1 filed August 2, 1994, and
of our reports dated June 24, 1994 included in the Form 11-K filed May 15,
1995 of the Mississippi Phosphates Corporation 401(k) Retirement Plan and the
Mississippi Chemical Corporation Thrift Plan Plus for the years ended
December 31, 1993 and to all references to our firm in this registration
statement.
ARTHUR ANDERSEN LLP
May 16, 1995
