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As filed with the Securities and Exchange Commission on June 6, 2000.
Registration No. 333-36998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
(POST-EFFECTIVE AMENDMENT NO. 1)
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
MISSISSIPPI CHEMICAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
MISSISSIPPI 64-0292638
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(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)
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MISSISSIPPI CHEMICAL CORPORATION AMENDED AND RESTATED
1994 STOCK INCENTIVE PLAN
(Full Title of Plan)
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WILLIAM L. SMITH, ESQ. 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)
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CALCULATION OF REGISTRATION FEE
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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(3)
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Common Stock, $.01 par
value 2,000,000 $7.1875 $14,375,000.00 $3,795.00
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(1) An indeterminate number of additional shares of Common Stock may be issued
if the anti-dilution adjustment provisions of the plan becomes operative.
This Registration Statement registers 2,000,000 shares in addition to
1,400,000 shares previously reserved for issuance under the prior version
of the Registrant's Amended and Restated 1994 Stock Incentive Plan (the
Registrant's 1994 Stock Incentive Plan). The Registrant paid a registration
fee in the amount of $14,276.00 to register such 1,400,000 shares.
(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 New York Stock Exchange on May 10, 2000, in
accordance with Rule 457(h) promulgated under the Securities Act of 1933,
as amended.
(3) Paid previously in connection with the original filing of this Registration
Statement on Form S-8 filed on May 12, 2000.
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PART II
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Post-Effective Amendment to the Registration Statement on Form
S-8, No. 333-36998, is filed to correct an error on the original cover page of
such Registration Statement. Note one to the cover page of Mississippi Chemical
Corporation's ("MCC" or the "Registrant") Form S-8, No. 333-36998 (filed on May
12, 2000) stated that 1,800,000 shares of the Registrant's Common Stock had been
previously registered pursuant to the prior version of the Registrant's Amended
and Restated 1994 Stock Incentive Plan when in fact only 1,400,000 shares had
been so previously registered under such prior version. Except for the
correction to note one of the cover page, no other amendments have been made to
the Registration Statement on Form S-8, No. 333-36998. All items previously
included in the Registration Statement on Form S-8, No. 333-36998 should be
deemed incorporated by reference herein.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, MCC
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 June 6, 2000.
MISSISSIPPI CHEMICAL CORPORATION
By: /s/ CHARLES O. DUNN
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Charles O. Dunn
President, Chief Executive Officer
and Director (Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement No. 333-36998 has been
signed by the following persons in the capacities and on the dates indicated:
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Signature Title Date
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*/s/ Charles O. Dunn President, June 6, 2000
------------------------ Chief Executive Officer and
Charles O. Dunn and Director
Attorney In Fact (Principal Executive Officer)
/s/ * Senior Vice President- June 6, 2000
------------------------- and Chief Financial Officer
Timothy A. Dawson (Principal Financial Officer and
Principal Accounting Officer)
/s/ * Chairman of the June 6, 2000
------------------------- Board of Directors
Coley L. Bailey
/s/ * Vice Chairman of the June 6, 2000
------------------------- Board and Director
John Sharp Howie
/s/ * Director June 6, 2000
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John W. Anderson
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<S> <C> <C>
/s/ * Director June 6, 2000
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Frank R. Burnside, Jr.
/s/ * Director June 6, 2000
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W.A. Percy II
/s/ * Director June 6, 2000
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W. R. Dyess
/s/ * Director June 6, 2000
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Woods E. Eastland
/s/ * Director June 6, 2000
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Haley Barbour
/s/ * Director June 6, 2000
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George Penick
/s/ * Director June 6, 2000
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David M. Ratcliffe
/s/ * Director June 6, 2000
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Wayne Thames
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INDEX OF EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Shareholders Rights Plan filed as Exhibit 1 to MCC's Registration
Statement on Form 8-A dated August 15, 1994, SEC File No. 2-7803, and
incorporated herein by reference.
4.2 Mississippi Chemical Corporation Amended and Restated 1994 Stock
Incentive Plan (Previously filed with the initial filing of this
Registration Statement on Form S-8, No. 333-36998 (filed on May 12,
2000)).
5.1 Opinion of Hughes & Luce, L.L.P. (Previously filed with the initial
filing of this Registration Statement on Form S-8, No. 333-36998 (filed
on May 12, 2000)).
23.1 Consent of Hughes & Luce, L.L.P. (Previously filed with the initial
filing of this Registration Statement on Form S-8, No. 333-36998 (filed
on May 12, 2000)).
23.2 Consent of Arthur Andersen LLP. (Previously filed with the initial
filing of this Registration Statement on Form S-8, No. 333-36998 (filed
on May 12, 2000)).
24.1 Power of Attorney (Previously filed with the initial filing of this
Registration Statement on Form S-8, No. 333-36998 (filed on May 12,
2000)).
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