<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 23, 1998
REGISTRATION STATEMENT NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MONSANTO COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 43-0420020
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
(314) 694-1000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
-----------------
R. William Ide III, Esq.
Monsanto Company
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
(314) 694-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------
Copies to:
Barbara L. Blackford Robert F. Wall
Sonya Meyers Davis Terrence R. Brady
Monsanto Company Winston & Strawn
800 North Lindbergh Boulevard 35 West Wacker Drive
St. Louis, Missouri 63167 Chicago, Illinois 60601
(314) 694-1000 (312) 558-5600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [X]333-51919
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH
CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED (1) PER UNIT (2) OFFERING PRICE (1), (3) FEE
- ---------------- -------------- ------------ ----------------------- ---
<S> <C> <C> <C> <C>
Common Stock (4), (5)
Preferred Stock (4), (6)
Depositary Shares (4), (7)
Representing Preferred
Stock
Stock Purchase Contracts (4), (8)
Debt Securities (4), (9)
Common Stock Warrants (4), (10)
Preferred Stock Warrants (4), (11)
Depositary Share Warrants (4), (6), (12)
Debt Warrants (4), (13)
Totals $400,000,000 (4), $400,000,000 $111,200
(6), (7), (8), (9), (10),
(11), (12), (13)
</TABLE>
================================================================================
(1) In U.S. dollars or the equivalent thereof in one or more foreign currencies
or currency units or composite currencies, including the European Currency
Unit.
(2) The Proposed Maximum Offering Price Per Unit will be determined from time
to time by the Registrant in connection with the issuance of the
Securities.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) of the Securities Act of 1933, as amended (the
"Securities Act").
(4) This Registration Statement covers Common Stock issued other than on
conversion of Debt Securities, conversion of Preferred Stock, exercise of
Common Stock Warrants or exercise of Stock Purchase Contracts and, subject
to notes 6, 7, 10, 11, 12 and 13, the number of other Securities listed
above as may from time to time be issued at indeterminate prices, but with
an aggregate initial offering price for all such Common Stock and other
Securities not to exceed $400,000,000. Also includes such presently
indeterminate number of additional shares of Common Stock ("Additional
Common Stock") as may be issued on (i) conversion of any Debt Securities as
may be issued, if and to the extent convertible into Common Stock, (ii)
conversion of any Preferred Stock as may be issued separately, on
conversion of Debt Securities or exercise of Preferred Stock Warrants, if
and to the extent such Preferred Stock is convertible into Common Stock,
(iii) exercise of any Common Stock Warrants as may be issued, if and to the
extent exercisable for Common Stock or (iv) exercise of any Stock Purchase
Contract as may be issued, if and to the extent exercisable for Common
Stock. The Amount to be Registered, Proposed Maximum Offering Price Per
Unit, Proposed Maximum Aggregate Offering Price and Amount of Registration
Fee with respect to such Debt Securities, Preferred Stock, Common Stock
Warrants and Stock Purchase Contracts include such Additional Common Stock.
(5) Each share of Common Stock includes a right, ten of which rights will allow
the holder to purchase from the Registrant one one-hundredth of a share of
Series A Junior Participating Preferred Stock (the "Rights"). Prior to the
occurrence of certain events, none of which have occurred as of the date
hereof, the Rights will not be exercisable or evidenced separately from the
Common Stock.
(6) Includes Preferred Stock issued other than on conversion of Debt
Securities, exercise of Preferred Stock Warrants or exercise of Stock
Purchase Contracts. Also includes such presently indeterminate number of
additional shares of Preferred Stock ("Additional Preferred Stock") as may
be issued on (i) conversion of any Debt Securities as may be issued, if and
to the extent convertible into Preferred Stock, (ii) exercise of any
Preferred Stock Warrants as may be issued, if and to the extent exercisable
for Preferred Stock, (iii) conversion of any Depositary Shares, (iv)
exercise of any Depositary Share Warrants and subsequent conversion of
Depositary Shares received thereby or (v) exercise of any Stock Purchase
Contract as may be issued, if and to the extent exercisable for Preferred
Stock. The Amount to be Registered, Proposed Maximum Offering Price Per
Unit, Proposed Maximum Aggregate Offering Price and Amount of Registration
Fee with respect to such Debt Securities, Preferred Stock Warrants and
Stock Purchase Contracts include such Additional Preferred Stock.
(7) This Registration Statement covers such indeterminate number of Depositary
Shares as may be issued (i) if the Registrant elects to offer fractional
interests in shares of some or all of the Preferred Stock or (ii) on
exercise of any Depositary Share Warrants. The Amount to be Registered,
Proposed Maximum Offering Price Per Unit, Proposed Maximum Aggregate
Offering Price and Amount of Registration Fee (i) with respect to such
Preferred Stock, include such Depositary Shares and (ii) without
duplication, with respect to the Depositary Shares, include such Preferred
Stock.
(8) Includes Stock Purchase Contracts which may be issued other than as part of
Units of Stock Purchase Contracts and other Securities. Also includes
additional Stock Purchase Contracts ("Additional Stock Purchase Contracts")
which may be offered as part of Units of Stock Purchase Contracts and other
Securities. The Amount to be Registered, Proposed Maximum Aggregate
Offering Price Per Unit, Proposed Maximum Offering Price and Amount of
Registration Fee with respect to such Units and Stock Purchase Contracts
and other Securities include such Additional Stock Purchase Contracts.
(9) Includes the principal amount of Debt Securities and, as to Debt Securities
offered at an original issue discount, the offering price thereof. The
Registration Statement also includes such presently indeterminable amount
of Debt Securities ("Additional Debt Securities") as may be issued in
exchange for Preferred Stock or upon exercise of any Debt Warrants as may
be issued, if and to the extent exercisable for Debt Securities. The
Amount to be Registered, Proposed Maximum Offering Price Per Unit, Proposed
Maximum Offering Price and Amount of Registration Fee with respect to such
Preferred Stock and Debt Warrants include such Additional Debt Securities.
(10) Includes Common Stock Warrants which may be issued other than as part of
Units of Common Stock Warrants and other Securities. Also includes
additional Common Stock Warrants ("Additional Common Stock Warrants") which
may be offered as part of Units of Common Stock Warrants and other
Securities. The Amount to be Registered, Proposed Maximum Offering Price
Per Unit, Proposed Maximum Aggregate Offering Price and Amount of
Registration Fee with respect to such Units of Common Stock Warrants and
other Securities include such Additional Common Stock Warrants.
(11) Includes Preferred Stock Warrants which may be issued other than as part
of Units of Preferred Stock Warrants and other Securities. Also includes
additional Preferred Stock Warrants ("Additional Preferred Stock Warrants")
which may be offered as part of Units of Preferred Stock Warrants and other
Securities. The Amount to be Registered, Proposed Maximum Offering Price
Per Unit, Proposed Maximum Aggregate Offering Price and Amount of
Registration Fee with respect to such Units of Preferred Stock Warrants and
other Securities include such Additional Preferred Stock Warrants.
(12) Includes Depositary Share Warrants which may be issued other than as part
of Units of Depositary Shares and other Securities. Also includes
additional Depositary Share Warrants ("Additional Depositary Share
Warrants") which may be offered as part of Units of Depositary Shares and
other Securities. The Amount to be Registered, Proposed Maximum Offering
Price Per Unit, Proposed Maximum Aggregate Offering Price and Amount of
Registration Fee with respect to such Units of Depositary Share Warrants
and other Securities include such Additional Depositary Share Warrants.
(13) Includes Debt Warrants which may be issued other than as part of Units of
Debt Warrants and other Securities. Also includes additional Debt Warrants
("Additional Debt Warrants") which may be offered as part of Units of Debt
Warrants and other Securities. The Amount to be Registered, Proposed
Maximum Offering Price Per Unit, Proposed Maximum Aggregate Offering Price
and Amount of Registration Fee with respect to such Units of Debt Warrants
and other Securities include such Additional Debt Warrants.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with respect to the registration
of additional shares of common stock, preferred stock, depositary shares
representing preferred stock, stock purchase contracts, debt securities, common
stock warrants, preferred stock warrants, depositary share warrants, and debt
warrants of Monsanto Company, a Delaware corporation, for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the
earlier effective registration statement (File No. 333-51919) (the "Earlier
Registration Statement") are incorporated in this Registration Statement by
reference. The form of Prospectus contained in the Earlier Registration
Statement will reflect the aggregate amount of securities registered in this
Registration Statement and the Earlier Registration Statement.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
-1-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Monsanto
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing this Registration Statement on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis, State of
Missouri, on November 23, 1998.
MONSANTO COMPANY
/s/ Gary L. Crittenden
By:_______________________________
Name: Gary L. Crittenden
Title: Senior Vice President
(Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated:
Signature Title Date
- ------------------------ ------------------------------ ----------------
* Chairman and Director November 23, 1998
- ------------------------ (Principal Executive Officer)
Robert B. Shapiro
/s/ Gary L. Crittenden Senior Vice President November 23, 1998
- ------------------------ (Principal Financial Officer)
Gary L. Crittenden
* Vice President and Controller November 23, 1998
- ------------------------ (Principal Accounting Officer)
Michael R. Hogan
* Director November 23, 1998
- ------------------------
Robert M. Heyssel
* Director November 23, 1998
- ------------------------
Michael Kantor
* Director November 23, 1998
- ------------------------
Gwendolyn S. King
-4-
<PAGE>
* Director November 23, 1998
- ------------------------
Philip Leder
* Director November 23, 1998
- ------------------------
Jacobus F. M. Peters
* Director November 23, 1998
- ------------------------
John S. Reed
* Director November 23, 1998
- ------------------------
John E. Robson
* Director November 23, 1998
- ------------------------
William D. Ruckelshaus
*Barbara L. Blackford, by signing her 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 as an Exhibit to this
Registration Statement.
/s/ Barbara L. Blackford
-----------------------------------
Attorney-in-Fact
-5-
<PAGE>
EXHIBIT INDEX
The following documents are filed herewith or incorporated herein by
reference.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------- -----------------------
5.1 Opinion of Winston & Strawn
23.1 Consent of Winston & Strawn (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1* Power of Attorney
24.2 Power of Attorney for Gary L. Crittenden
24.3 Power of Attorney for Michael R. Hogan
* Previously filed
<PAGE>
Exhibit 5.1
Winston & Strawn
35 West Wacker Drive
Chicago, Illinois 60601-9703
November 23, 1998
Board of Directors
Monsanto Company
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
Ladies and Gentlemen:
We have acted as special counsel to Monsanto Company, a Delaware
corporation (the "Company"), and are rendering this opinion in connection with
the Registration Statement on Form S-3 (the "Registration Statement") being
filed by the Company with the Securities and Exchange Commission pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Company's (i) common stock, $2.00 par
value per share, including rights attached thereto to purchase shares of Series
A Junior Participating Preferred Stock pursuant to the Company's Rights Plan
(collectively, the "Common Stock"); (ii) preferred stock, no par value per share
(the "Preferred Stock"); (iii) depositary shares representing shares of the
Preferred Stock ("Depositary Shares"); (iv) senior debt securities (the "Senior
Debt Securities"); (v) subordinated debt securities (the "Subordinated Debt
Securities"); (vi) warrants to purchase Common Stock, Preferred Stock, Senior
Debt Securities, Subordinated Debt Securities, or Depositary Shares (the
"Warrants"); and (vii) contracts to purchase Common Stock or Preferred Stock
("Stock Purchase Contracts"), all of which may be issued at an aggregate public
offering price not to exceed $400,000,000.
We have examined the Registration Statement, including the exhibits
thereto, and such other documents, corporate records, and instruments and have
examined such laws and regulations as we have deemed necessary for the purposes
of this opinion. Based upon such examination, we are of the following opinion:
1. The Company has been duly incorporated and is a validly existing
corporation under the laws of the State of Delaware.
2. With respect to the Common Stock, when (i) the Common Stock has been
duly authorized by the Company's Board of Directors or Finance Committee, (ii)
the Registration Statement has become effective under the Securities Act, (iii)
the terms of the sale of the Common Stock have been duly established in
conformity with the Company's Restated Certificate of Incorporation and By-laws
and do not violate any applicable law or result in a default under or breach of
any agreement or instrument binding on the Company and comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, and
<PAGE>
(iv) the Common Stock has been issued and sold as contemplated by the
Registration Statement, the Common Stock will be validly issued, fully paid, and
nonassessable.
3. With respect to the Preferred Stock, when (i) the Preferred Stock has
been duly authorized by the Company's Board of Directors or Finance Committee,
(ii) the Registration Statement has become effective under the Securities Act,
(iii) appropriate Certificate or Certificates of Designations relating to a
class or series of the Preferred Stock to be sold under the Registration
Statement have been duly authorized and adopted and filed with the Secretary of
State of the State of Delaware, (iv) the terms of issuance and sale of shares of
such class or series of Preferred Stock have been duly established in conformity
with the Company's Restated Certificate of Incorporation and By-laws and do not
violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company and comply with any requirement
or restriction imposed by any court or governmental body having jurisdiction
over the Company, and (v) shares of such class or series of Preferred Stock have
been duly issued and sold as contemplated by the Registration Statement, such
Preferred Stock will be validly issued, fully paid, and nonassessable.
4. With respect to Depositary Shares, when (i) the Registration Statement
has become effective under the Securities Act, (ii) the Deposit Agreement
relating to the Depositary Shares has been duly authorized, executed and
delivered, (iii) the terms of the Depositary Shares and of their issuance have
been duly established in conformity with the Deposit Agreement and do not
violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company and comply with any requirement
or restriction imposed by any court or governmental body having jurisdiction
over the Company, (iv) the class or series of Preferred Stock that is
represented by the Depositary Shares has been duly authorized, validly issued
and delivered to the Depositary, (v) the Depositary Receipts evidencing the
Depositary Shares have been executed, countersigned and issued against deposit
of the class or series of Preferred Stock in accordance with the Deposit
Agreement, and (vi) the Depositary Shares have been issued and sold as
contemplated by the Registration Statement, the Depositary Shares will be
validly issued and the Depositary Receipts will entitle the holders thereof to
the rights specified in the Depositary Shares and the Deposit Agreement, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.
5. With respect to the Senior Debt Securities and the Subordinated Debt
Securities, when (i) the Registration Statement has become effective under the
Securities Act, (ii) the Indenture relating to the applicable series of Debt
Securities has been duly authorized, executed, and delivered, (iii) the terms of
such Senior Debt Securities or Subordinated Debt Securities and of their issue
and sale have been duly established in conformity with resolutions of the Board
of Directors or Finance Committee of the Company and in conformity with the
applicable Indenture, do not violate any applicable law or result in a default
under or breach of any agreement or instrument binding upon the Company and
comply with any requirement or restriction imposed by any court or governmental
body having jurisdiction over the Company, and (iv) such Debt Securities have
been duly executed and authenticated in accordance with the applicable Indenture
and issued and sold as contemplated in the Registration Statement, such Debt
Securities will constitute valid and legally binding obligations of the Company,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
<PAGE>
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.
6. With respect to the Warrants, when (i) the Registration Statement has
become effective under the Securities Act, (ii) the Warrant Agreement relating
to the Warrants has been duly authorized, executed, and delivered, (iii) the
terms of the Warrants and of their issuance and sale have been duly established
in conformity with the Warrant Agreement, and do not violate any applicable law
or result in a default under or breach of any agreement or instrument binding
upon the Company and comply with any requirement or restriction imposed by any
court or governmental body having jurisdiction over the Company, and (iv) the
Warrants have been duly executed and countersigned in accordance with the
Warrant Agreement and issued and sold as contemplated by the Registration
Statement, the Warrants will constitute valid and legally binding obligations of
the Company, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles.
7. With respect to the Stock Purchase Contracts, when (i) the
Registration Statement has become effective under the Securities Act, (ii) the
Purchase Contract Agreement relating to the Stock Purchase Contracts has been
duly authorized, executed and delivered, (iii) the terms of the Stock Purchase
Contracts and of their issuance and sale have been duly established in
conformity with the Purchase Contract Agreement, do not violate any applicable
law or result in a default under or breach of any agreement or instrument
binding upon the Company and comply with any requirement or restriction imposed
by any court or governmental body having jurisdiction over the Company, and (iv)
the Stock Purchase Contracts have been duly executed and countersigned in
accordance with the Purchase Contract Agreement and issued and sold as
contemplated by the Registration Statement, the Stock Purchase Contracts will
constitute valid and legally binding obligations of the Company, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.
We express no opinion with respect to the laws of, or the effect or
applicability of the laws of, any jurisdiction other than the laws of the State
of Illinois, United States federal laws, and the corporate law of the State of
Delaware. To the extent that any applicable document is stated to be governed
by the laws of another jurisdiction, we have assumed for purposes of this
opinion that the laws of such jurisdiction are identical to the laws of the
State of Illinois.
We have relied as to certain matters on information obtained from public
officials, officers of the Company, and other sources believed by us to be
responsible, and we have assumed that the Indentures will be duly authorized,
executed, and delivered by the respective Trustees thereunder, the Deposit
Agreement will be duly authorized, executed, and delivered by the Depositary
thereunder, the Warrant Agreement will be duly authorized, executed, and
delivered by the Warrant Agent thereunder and the Purchase Contract Agreement
will be duly authorized, executed and delivered by the Purchase Contract Agent
thereunder, assumptions which we have not independently verified.
<PAGE>
We hereby consent to the use of our name under the heading "Legal Matters"
in the Prospectus forming a part of the Registration Statement and to the use of
this opinion for filing with the Registration Statement as Exhibit 5.1 thereto.
Very truly yours,
/s/ Winston & Strawn
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of Monsanto Company filed pursuant to Rule 462(b) under the Securities
Act of 1933, as amended, of our report dated February 27, 1998, incorporated by
reference in the Annual Report on Form 10-K of Monsanto Company for the year
ended December 31, 1997 and to the reference to us under the heading "Experts"
in the Prospectus, which is part of this Registration Statement.
St. Louis, Missouri
November 18, 1998
<PAGE>
Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That each person whose signature appears below, as a Director or Officer of
Monsanto Company (the "Company"), a Delaware corporation with its general
offices in the County of St. Louis, Missouri, does hereby make, constitute and
appoint R. WILLIAM IDE III, BARBARA L. BLACKFORD and SONYA M. DAVIS, or any of
them acting alone, to be his or her true lawful attorneys, with full power of
substitution and resubstitution, in his or her name, place and stead, in any and
all capacities, to execute and sign the Registration Statement on Form S-3 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 debt securities, common stock, preferred stock, or
any hybrid or combination thereof ("Securities"), including without limitation
warrants or other rights to purchase Securities and Securities convertible into
other Securities, to be issued by the Company from time to time after the
Registration Statement becomes effective, giving and granting unto said
attorneys full power and authority to do and perform such actions as fully as
they might have done or could do if personally present and executing any of said
documents.
Dated and effective as of the 15th day of October, 1998.
/s/ Gary L. Crittenden
-------------------------------------
Gary L. Crittenden, Principal
Financial Officer
<PAGE>
Exhibit 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That each person whose signature appears below, as a Director or Officer of
Monsanto Company (the "Company"), a Delaware corporation with its general
offices in the County of St. Louis, Missouri, does hereby make, constitute and
appoint R. WILLIAM IDE III, BARBARA L. BLACKFORD and SONYA M. DAVIS, or any of
them acting alone, to be his or her true lawful attorneys, with full power of
substitution and resubstitution, in his or her name, place and stead, in any and
all capacities, to execute and sign the Registration Statement on Form S-3 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 debt securities, common stock, preferred stock, or
any hybrid or combination thereof ("Securities"), including without limitation
warrants or other rights to purchase Securities and Securities convertible into
other Securities, to be issued by the Company from time to time after the
Registration Statement becomes effective, giving and granting unto said
attorneys full power and authority to do and perform such actions as fully as
they might have done or could do if personally present and executing any of said
documents.
Dated and effective as of the 14th day of October, 1998.
/s/ Michael R. Hogan
-------------------------------------
Michael R. Hogan, Principal
Accounting Officer
