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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1994
Registration Statement File No. 33-
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MONSANTO COMPANY
(Exact name of registrant as specified in its charter)
Delaware 43-0420020
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
(Address of Principal Executive Offices) (Zip Code)
MONSANTO MANAGEMENT INCENTIVE PLAN OF 1994
(Full title of the plan)
KARL R. BARNICKOL, ESQ.
ASSOCIATE GENERAL COUNSEL
MONSANTO COMPANY
800 NORTH LINDBERGH BOULEVARD
ST. LOUIS, MISSOURI 63167
(Name and address of agent for service)
(314) 694-1000
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Title of securities Amount to be Proposed Proposed maximum Amount of
to be registered registered maximum offering aggregate offering registration fee
price per share price
<S> <C> <C> <C> <C>
Common Stock
($2 par value) 5,820,000* $80.4375** $468,146,250** $161,430.00
- ---------------------------------------------------------------------------------------------------------------------------------
<FN>
* Article I, Section 4 of the Monsanto Management Incentive Plan
of 1994 (the "1994 Plan") provides that in the event of a
stock dividend, stock split, recapitalization, etc., the total
number of shares which may be optioned or awarded, the number
of shares covered by each outstanding option, commitment or
undelivered award, and the price per share of outstanding
options shall be equitably adjusted. Accordingly, this
registration statement covers, in addition to the number of
shares of Common Stock stated above, an indeterminate number
of shares which, by reason of any such event, may become
subject to the 1994 Plan.
** Estimated solely for the purpose of determining the amount of
registration fee in accordance with Rule 457(h)(1) and based
on the average of the high and low prices of the Common Stock
as reported in The Wall Street Journal for the New York Stock
Exchange Composite Transactions for April 26, 1994.
</TABLE>
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below of Monsanto Company
(hereinafter referred to as the "Company" or "registrant"), and all
such other documents or portions of documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby 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 the filing of such
documents.
(a) The Company's latest annual report, filed pursuant to
Sections 13(a) or 15(d) of the Exchange Act, or the
Company's latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933 which contains, either
directly or by incorporation by reference, audited consolidated
financial statements for the Company's latest fiscal year
for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal
year covered by the documents referred to in (a) above.
(c) The description of Monsanto Company common stock, $2.00
par value, and the description of associated Preferred
Stock Purchase rights contained in registration state-
ments filed under the Exchange Act, including any
amendments or reports filed for the purpose of updating
such descriptions.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock to be issued pursuant to the 1994
Plan will be passed upon for the Company by Richard W. Duesenberg,
Senior Vice President, General Counsel and Secretary of the
Company. Mr. Duesenberg beneficially owns 42,658 shares and holds
options to purchase an additional 262,831 shares of the Company's
Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
sets forth provisions pursuant to which directors, officers,
employees and agents of the Company may be indemnified against any
liabilities which they may incur in their capacity as such.
1
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Section 57 of the Company's By-Laws provides for indemnification of
directors, officers, employees and agents of the Company.
In addition, the Company has entered into indemnification agree-
ments with its directors and officers and maintains directors' and
officers' liability insurance for the benefit of its directors and
officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index at page 7.
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 registra-
tion statement:
(i) To include any prospectus required by Sec-
tion 10(a)(3) of the Securities Act of 1933;
(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;
(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) above do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
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(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
of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) 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.
* * *
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the County of St.
Louis, and the State of Missouri, on this 25th day of April, 1994.
MONSANTO COMPANY
(Registrant)
By RICHARD W. DUESENBERG
-------------------------------------
(Richard W. Duesenberg, Secretary)
<TABLE>
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.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*
- --------------------------------- Chairman and Director April 25, 1994
(Richard J. Mahoney) (Principal Executive Officer)
*
- --------------------------------- President and Director April 25, 1994
(Robert B. Shapiro)
*
- --------------------------------- Senior Vice President April 25, 1994
(Robert B. Hoffman) (Principal Financial Officer)
*
- --------------------------------- Controller April 25, 1994
(Bruce R. Sents) (Principal Accounting
Officer)
*
- --------------------------------- Director April 25, 1994
(Joan T. Bok)
*
- --------------------------------- Director April 25, 1994
(Robert M. Heyssel)
*
- --------------------------------- Director April 25, 1994
(Gwendolyn S. King)
5
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*
- --------------------------------- Director April 25, 1994
(Philip Leder)
*
- --------------------------------- Director April 25, 1994
(Howard M. Love)
*
- --------------------------------- Director April 25, 1994
(Frank A. Metz, Jr.)
*
- --------------------------------- Director April 25, 1994
(Buck Mickel)
*
- --------------------------------- Director April 25, 1994
(Jacobus F. M. Peters)
*
- --------------------------------- Director April 25, 1994
(Nicholas L. Reding)
- --------------------------------- Director April , 1994
(John S. Reed)
*
- --------------------------------- Director April 25, 1994
(William D. Ruckelshaus)
*
- --------------------------------- Director April 25, 1994
(John B. Slaughter)
<FN>
* Richard W. Duesenberg, by signing his name hereto, does sign this
document on behalf of the above noted individuals, pursuant to powers of
attorney duly executed by such individuals which have been filed with the
Securities and Exchange Commission.
RICHARD W. DUESENBERG
----------------------------------
Attorney-in-Fact
</TABLE>
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EXHIBIT INDEX
-------------
<TABLE>
These Exhibits are numbered in accordance with the Exhibit Table of Item
601 of Regulation S-K.
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
(4)(i) Form of Rights Agreement, dated as of January
26, 1990 between the Company and The First
National Bank of Boston (incorporated herein by
reference to Form 8-A filed on January 31, 1990)
(5) Opinion re legality
(15) Omitted - Inapplicable
(23) 1. Consent of Deloitte & Touche - See page 4
2. Consent of Company Counsel - See Exhibit 5
(24) 1. Powers of Attorney (incorporated herein by
reference to Exhibit 24.1 to the Company's
Form 10-K for the year ended December 31, 1993)
2. Power of Attorney submitted by Robert B. Hoffman
(27) Not required
(28) Omitted - Inapplicable
(99) Omitted - Inapplicable
7
</TABLE>
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EXHIBIT 5
April 25, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
As General Counsel of Monsanto Company, a Delaware Corporation
having its general offices at 800 North Lindbergh Boulevard, St.
Louis, Missouri 63167 (the "Company"), I am familiar with the
Registration Statement on Form S-8 being filed by the Company
under the Securities Act of 1933, as amended, covering 5,820,000
shares of Monsanto Company Common Stock, $2 par value, ("Common
Stock") authorized for delivery to employees upon the exercise of
options or the award of bonuses under the Monsanto Management
Incentive Plan of 1994 (the "1994 Plan"). The 1994 Plan's
authorizing delivery of the 5,820,000 shares was approved by the
Company's Board of Directors on January 28, 1994 and by the
Company stockholders at the Annual Meeting held on April 22,
1994.
I am also familiar with the Company's Restated Certificate of
Incorporation and its By-Laws, and with all corporate and other
proceedings taken by the Board of Directors relative to the
authorization of the 1994 Plan, including the proposed original
issuance of up to 3,000,000 shares of Common Stock upon the
exercise of options or the award of bonuses thereunder.
It is my opinion that the Company is a corporation duly organized
and validly existing under the laws of the State of Delaware;
that the 1994 Plan, including the authority to issue up to
3,000,000 shares of Common Stock thereunder, has been duly
authorized by appropriate corporate action of the Company; and
that the aforesaid 3,000,000 shares of Common Stock, when issued
and delivered pursuant to the provisions of the 1994 Plan, will
be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to
said Registration Statement and to its use in connection
therewith. I further consent to the reference to Company counsel
in the "Commitments and Contingencies" note to the financial
statements incorporated by reference in the Company's Annual
Report on Form 10-K for the year ended December 31, 1993 and
incorporated by reference in said Registration Statement. My
consent to the reference to Company counsel in the note is not an
admission that the consent is required by Section 7 of the
Securities Act of 1933.
Very truly yours,
RICHARD W. DUESENBERG
Richard W. Duesenberg
General Counsel
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
MONSANTO COMPANY:
We consent to the incorporation by reference in this Registration
Statement of Monsanto Company on Form S-8 of our opinions dated
February 25, 1994, appearing in and incorporated by reference in
your annual report on Form 10-K for the year ended December 31,
1993.
DELOITTE & TOUCHE
DELOITTE & TOUCHE
Saint Louis, Missouri
April 29, 1994
4
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EXHIBIT 24.2
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That I, Robert B. Hoffman, of Cook County, State of Illinois,
Principal Financial Officer for Monsanto Company (the "Company"),
a Delaware corporation with its general offices in the County of
St. Louis, Missouri, do by these presents make, constitute and
appoint RICHARD W. DUESENBERG, KARL R. BARNICKOL and J. RUSSELL
BLEY, JR., all of St. Louis County, Missouri, or any of them acting
alone, to be my true and lawful attorneys for me and in my name,
place and stead, to execute and sign: (i) the Registration
Statements on Form S-8 and any Amendments thereto to be filed with
the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), covering the
registration of the Company's securities to be issued under the
Monsanto Management Incentive Plan of 1994, the Searle/Monsanto
Stock Plan of 1994, and the NutraSweet/Monsanto Stock Plan of 1994;
(ii) any Amendments to Registration Statement No. 33-46845 on Form
S-3, which has previously been filed with the Commission under the
Act; and any Amendments to Registration Statements Nos. 2-36636, 2-
61107, 2-76696, 2-90152, 33-13197, 33-21030, 33-39704, 33-39705,
33-39706, 33-39707 and 33-49717, all on Form S-8, which have
previously been filed with the Commission under the Act, covering
the registration of shares of Common Stock of the Company; and
(iii) the Annual Report on Form 10-K and any Amendments thereto to
be filed with the Commission under the Securities Exchange Act of
1934; giving and granting unto said attorneys full power and
authority to do and perform such actions as fully as I might have
done or could do if personally present and executing any of said
documents.
Witness my hand this 21st day of April, 1994.
ROBERT B. HOFFMAN
___________________________________________________
STATE OF MISSOURI )
) SS
COUNTY OF ST. LOUIS )
On this 21st day of April 1994, before me personally appeared Robert
B. Hoffman, to me known to be the person described in and who
executed the foregoing instrument, and acknowledged that he
executed the same as his free act and deed.
MARY HELEN MOSS
___________________________________________________
Notary Public
My Commission Expires: Aug. 10, 1997.
