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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1996
Registration Statement File No. 333-
==============================================================================
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 Identification No.)
incorporation or organization)
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
(Address of Principal Executive Offices) (Zip Code)
MONSANTO MANAGEMENT INCENTIVE PLAN OF 1996
(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
<S> <C> <C> <C> <C>
Common Stock 9,250,000<F*> $150.6875<F**> $1,393,859,375<F**> $480,642
($2 par value)
===================================================================================================
<FN>
<F*> Article I, Section 4 of the Monsanto Management Incentive Plan of 1996
(the "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 such
outstanding options shall be equitably adjusted. Accordingly, pursuant
to Rule 416, 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
Plan.
<F**> Estimated solely for the purpose of determining the amount of the
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 24, 1996.
</TABLE>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Such documents are not being filed with or included in this Form S-8 (by
incorporation, by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.
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 (the "Exchange Act"), 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 either (1)
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
financial statements for the Company's latest fiscal year
for which such statements have been filed, or (2) the
Company's effective registration statement on Form 10 or
20-F filed under the Exchange Act containing audited
consolidated financial statements for the Company's latest
fiscal year.
(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 annual report or the prospectus or
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effective registration statement 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 statements
filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 subsequently filed document which also is or is
deemed to be incorporated by reference herein 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.
The legality of the Common Stock to be issued pursuant to the Plan will be
passed upon for the Company by Karl R. Barnickol, Associate General Counsel
and Assistant Secretary of the Company. Mr. Barnickol beneficially owns
11,249 shares and holds options to purchase an additional 91,200 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 liability which they may incur
in their capacity as such.
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 agreements 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.
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<PAGE> 4
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 registration
statement:
(i) To include any prospectus required by Section 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 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.
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* * *
(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
29th day of April, 1996.
MONSANTO COMPANY
(Registrant)
By /s/ KARL R. BARNICKOL
--------------------------
Karl R. Barnickol
Assistant Secretary
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
--------- ----- ----
<C> <S> <C>
<F*>
- --------------------------- Chairman, President and Director April 29, 1996
(Robert B. Shapiro) (Principal Executive Officer)
<F*>
- ------------------------- Vice Chairman and Director April 29, 1996
(Nicholas L. Reding)
<F*>
- ------------------------- Senior Vice President April 29, 1996
(Robert B. Hoffman) (Principal Financial Officer)
<F*>
- ------------------------- Vice President and Controller April 29, 1996
(Michael R. Hogan) (Principal Accounting Officer)
<F*>
- -------------------------- Director April 29, 1996
(Joan T. Bok)
<F*>
- ------------------------- Director April 29, 1996
(Robert M. Heyssel)
<F*>
- ------------------------- Director April 29, 1996
(Gwendolyn S. King)
<F*>
- ------------------------- Director April 29, 1996
(Philip Leder)
<F*>
- ------------------------- Director April 29, 1996
(Howard M. Love)
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<PAGE> 7
<F*>
- ------------------------- Director April 29, 1996
(Frank A. Metz, Jr.)
<F*>
- ------------------------- Director April 29, 1996
(Jacobus F.M. Peters)
<F*>
- ------------------------- Director April 29, 1996
(John S. Reed)
<F*>
- ------------------------- Director April 29, 1996
(William D. Ruckelshaus)
<F*>
- ------------------------- Director April 29, 1996
(John B. Slaughter)
<FN>
<F*>Karl R. Barnickol, 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.
/s/ KARL R. BARNICKOL
------------------------
Attorney-in-Fact
</TABLE>
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EXHIBIT INDEX
-------------
These Exhibits are numbered in accordance with the Exhibit Table of Item 601
of Regulation S-K.
<TABLE>
<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 LLP
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, 1995)
(27) Not required
(28) Omitted - Inapplicable
(99) Omitted - Inapplicable
</TABLE>
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EXHIBIT 5
April 29, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
As Associate 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 9,250,000 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 1996 (the "Plan"). The Plan's authorizing delivery of the
9,250,000 shares was approved by the Company's Board of Directors on
February 23, 1996 and by the Company stockholders at the Annual Meeting held
on April 26, 1996.
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 Plan, including the
proposed original issuance of up to 9,250,000 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 Plan, including
the authority to issue up to 9,250,000 shares of Common Stock thereunder, has
been duly authorized by appropriate corporate action of the Company; and that
the aforesaid 9,250,000 shares of Common Stock, when issued and delivered
pursuant to the provisions of the 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, 1995
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,
/s/ KARL R. BARNICKOL
-------------------------
Karl R. Barnickol
Associate General Counsel
Monsanto Company
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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 23, 1996,
appearing in and incorporated by reference in your annual report on Form 10-K
for the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Saint Louis, Missouri
April 29, 1996
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