<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANCE COMMISSION ON JANUARY 30, 1998
Registration 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)
R. William Ide, III
Senior Vice President, General Counsel and Secretary
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 20,850,600 $43.5625 $908,304,262.50 $267,949.78
($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 January 26, 1998.
</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 Registration
Statement (by incorporation, by reference or otherwise) in accordance with
the rules and regulations of the Securities and Exchange Commission (the
"SEC").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (g) 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 Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed with the Securities and Exchange
Commission on March 24, 1997, which contains audited
consolidated financial statements for the Company's most recent
fiscal year for which such statements have been filed;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997;
(c) The Company's Form 8-K Current Report dated September 1, 1997 and
filed on September 16, 1997;
(d) The Company's Form 8-K Current Report dated December 5, 1997 and
filed on December 5, 1997;
(e) The Company's Proxy Statement dated July 14, 1997;
(f) 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 on Form 10-K referred to in (a) above; and
(g) The description of Monsanto Company common stock, $2.00 par value
per share ("Common Stock"), 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 modified 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.
1
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
R. William Ide, III, whose opinion regarding the validity of the common stock
registered pursuant to this Registration Statement is attached as Exhibit 5
to this Registration Statement, is the Senior Vice President, General Counsel
and Secretary of the Company.
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 59 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.
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(a) or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
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(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.
* * *
(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.
* * *
(c) 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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<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
30th day of January, 1998.
Monsanto Company
(Registrant)
By /s/ R. William Ide, III
----------------------------------------
R. William Ide, III
Senior Vice President, General Counsel
and 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
--------- ----- ----
<S> <C> <C>
<F*> Chairman, Chief Executive Officer January 30, 1998
- ------------------------- and Director
(Robert B. Shapiro) (Principal Executive Officer)
<F*> Vice Chairman and Director January 30, 1998
- -------------------------
(Nicholas L. Reding)
<F*> Senior Vice President January 30, 1998
- ------------------------- (Principal Executive Officer)
(Robert B. Hoffman)
<F*> Vice President and Controller January 30, 1998
- ------------------------- (Principal Accounting Officer)
(Michael R. Hogan)
<F*> Director January 30, 1998
- -------------------------
(Robert M. Heyssel)
Director January 30, 1998
- -------------------------
Michael Kantor
<F*> Director January 30, 1998
- -------------------------
(Gwendolyn S. King)
<F*> Director January 30, 1998
- -------------------------
(Philip Leder)
<F*> Director January 30, 1998
- -------------------------
(Jacobus F.M. Peters)
<F*> Director January 30, 1998
- -------------------------
(John S. Reed)
<F*> Director January 30, 1998
- -------------------------
(John E. Robson)
<F*> Director January 30, 1998
- -------------------------
(William D. Ruckelshaus)
<FN>
- -----------------
<F*>R. William Ide, III, 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.
</TABLE>
/s/ R. William, Ide, III
------------------------------
Attorney-in-Fact
4
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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) Form of Rights Agreement, dated as of January 26, 1990 between the Company and First
Chicago Trust Company of New York as Successor Rights Agent to The First National Bank
of Boston (incorporated herein by reference to the Company's Registration Statement on
Form 8-A filed with the SEC on January 31, 1990)
(5) Opinion of R. William Ide, III, Senior Vice President, General Counsel and Secretary
(15) Omitted - Inapplicable
(23.1) Consent of Deloitte & Touche LLP
(23.2) Consent of Company Counsel - See Exhibit 5
(24) Powers of Attorney (incorporated herein by reference to Exhibit 24.1 to the Company's
Form 10-K for the year ended December 31, 1996)
</TABLE>
5
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EXHIBIT 5
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
I give this opinion as General Counsel of Monsanto Company, a Delaware
Corporation having its general offices at 800 North Lindbergh Boulevard, St.
Louis, Missouri 63167 (the "Company"). The office of the General Counsel
("General Counsel") is familiar with the Registration Statement on Form S-8
being filed by the Company under the Securities Act of 1933, as amended,
covering 20,850,600 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 19,000,000 shares
(20,850,600 shares after adjustment for the spin-off of the Company's
chemical business) was approved by the Company's Board of Directors on April
25, 1997 and by the Company's stockholders at a Special Meeting of
Stockholders held on August 18, 1997.
The General Counsel is 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 issuance of up to 20,850,600 shares of
Common Stock upon the exercise of options or the award of bonuses thereunder.
It is the opinion of the General Counsel 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 20,850,600 shares of
Common Stock thereunder, has been duly authorized by appropriate corporate
action of the Company; and that the aforesaid 20,850,600 shares of Common
Stock, when issued and delivered pursuant to the provisions of the Plan, will
be legally issued, fully paid and non-assessable.
The General Counsel hereby consents to the filing of this opinion as an
exhibit to said Registration Statement and to its use in connection
therewith. The General Counsel further consents to the reference to Company
counsel in the "Commitments and Contingencies" note to the financial
statements
<PAGE> 2
Securities and Exchange Commission
Page 2
incorporated by reference in the Company's Annual Report on Form 10-K for the
year ended December 31, 1996 and incorporated by reference in said
Registration Statement. The 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,
R. William Ide, III
Senior Vice President,
General Counsel
and Secretary
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 reports dated February 28, 1997 (September
1, 1997 as to the effects of the spin-off described in the note on pages 24
and 25), appearing in your December 5, 1997 Form 8-K current report and our
report dated February 28, 1997, appearing in your annual report on Form 10-K
for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
Saint Louis, Missouri
January 30, 1998
