<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1994
Registration Statement File No. 33-
===============================================================================
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)
NUTRASWEET/MONSANTO STOCK 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
- ---------------------------------------------------------------------------------------------------------------------------------
<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) 770,000* $80.4375** $61,936,875** $21,358.00
- ---------------------------------------------------------------------------------------------------------------------------------
<FN>
* Article I, Section 4 of the NutraSweet/Monsanto Stock Plan of 1994
(the "NutraSweet 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 NutraSweet 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>
<PAGE> 2
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
NutraSweet 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
<PAGE> 3
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 para-
graphs 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.
2
<PAGE> 4
(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 incorpo-
rated 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 securi-
ties 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 liabili-
ties (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.
3
<PAGE> 5
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
<PAGE> 6
*
- --------------------------------- 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>
6
<PAGE> 7
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) Powers of Attorney (incorporated herein, in
the case of all signatories other than Robert
B. Hoffman, by reference to Exhibit 24.1 to
the Company's Form 10-K for the year ended
December 31, 1993 and, in the case of Robert
B. Hoffman, by reference to Exhibit 24.2 to
the Company's Registration Statement on Form
S-8 with respect to the Monsanto Management
Incentive Plan of 1994)
(27) Not required
(28) Omitted - Inapplicable
(99) Omitted - Inapplicable
</TABLE>
7
<PAGE> 1
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 770,000
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 NutraSweet/Monsanto
Stock Plan of 1994 (the "NutraSweet 1994 Plan"). The NutraSweet
1994 Plan's authorizing delivery of the 770,000 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 NutraSweet 1994 Plan, including the proposed
original issuance of up to 770,000 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 NutraSweet 1994 Plan, including the authority to issue
up to 770,000 shares of Common Stock thereunder, has been duly
authorized by appropriate corporate action of the Company; and
that the aforesaid 770,000 shares of Common Stock, when issued
and delivered pursuant to the provisions of the NutraSweet 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
<PAGE> 1
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