AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 1999
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MONSANTO COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of Incorporation or organization)
43-0420020
(I.R.S. Employer Identification No.)
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
(Address of Principal Executive Offices) (Zip Code)
DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN
(Full title of the Plan)
R. William Ide III, Esq.
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>
<CAPTION>
Calculation of Registration Fee
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<S> <C> <C> <C> <C>
Title of Amount to be Proposed Proposed Amount of
securities to be registered maximum offering maximum registration
registered price per share aggregate offering fee
price
Common Stock
($2.00 Par Value) and 100,000 shares $43.219* $4,321,900* $1,202
associated preferred
stock purchase rights
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</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
* Estimated solely for the purpose of determining the amount of the
registration fee in accordance with Rule 457(h) 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 15, 1999.
<PAGE>
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents 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"). 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 the DEKALB Genetics
Corporation Savings and Investment Plan (hereinafter referred to as the
"Plan"), and all such other documents subsequently filed by the Company or the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (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 and the Plan's latest annual report, filed
pursuant to Sections 13(a) or 15(d) of the Exchange Act, or
in the case of the Company either (1) the Company's latest
prospectus filed pursuant to Rule 424(b) under the
Securities Act that 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 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 reports or the prospectus or effective
registration statement referred to in (a) above.
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<PAGE>
(c) The description of the common stock of Monsanto Company,
$2.00 par value per share 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 securities to be issued pursuant to the Plan will be
passed upon for the Company by R. William Ide III, Senior Vice President,
General Counsel and Secretary of the Company. Mr. Ide beneficially owns 54,623
shares and holds options to purchase an additional 384,355 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 permits
indemnification of directors, officers, employees and agents of corporations
under certain conditions and subject to certain limitations. Section 60 of the
Company's By-Laws provides for indemnification of any director, officer,
employee or agent of the Company, or any person serving in the same capacity
in any other enterprise at the request of the Company, under certain
circumstances. Article IX of the Company's Restated Certificate of
Incorporation eliminates the liability of directors of the Company under
certain circumstances for breaches of fiduciary duty to the Company and its
shareholders.
In addition, the Company has entered into agreements with certain directors
and officers of the Company which provide such directors and officers will be
indemnified against certain civil liabilities, including civil liabilities
under the Securities Act. The Company 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>
Item 8. Exhibits.
See Exhibit Index at page 8.
In lieu of an opinion of counsel concerning compliance with the requirements
of ERISA and an Internal Revenue Service determination letter that the Plan is
qualified under Section 401 of the Internal Revenue Code, the registrant
hereby undertakes to submit the Plan and any amendment thereto to the Internal
Revenue Service in a timely manner and to make all changes required by the
Internal Revenue Service in order to qualify the Plan.
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;
(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; and
(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 Exchange Act
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(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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<PAGE>
* * *
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this 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 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
SEC such indemnification is against public policy as expressed in the
Securities 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 Securities 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, 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
19th day of April, 1999.
MONSANTO COMPANY
(Registrant)
By: /s/ Barbara L. Blackford
----------------------------------------
Name: Barbara L. Blackford
Title: Assistant Secretary
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature Title Date
--------- ----- ----
* Chairman and Director April 19, 1999
(Robert B. Shapiro) (Principal Executive Officer)
* Senior Vice President April 19, 1999
(Gary L. Crittenden) (Principal Financial Officer)
* Vice President and Controller April 19, 1999
(Richard B. Clark) (Principal Accounting Officer)
* Director April 19, 1999
(Robert M. Heyssel)
* Director April 19, 1999
(Michael Kantor)
* Director April 19, 1999
(Gwendolyn S. King)
* Director April 19, 1999
(Philip Leder)
* Director April 19, 1999
(Jacobus F. M. Peters)
* Director April 19, 1999
(John S. Reed)
* Director April 19, 1999
(John E. Robson)
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<PAGE>
* Director April 19, 1999
(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
-----------------------------------------
By: Barbara L. Blackford
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of St. Louis, State of Missouri, on
April 19, 1999.
DEKALB GENETICS CORPORATION
SAVINGS AND INVESTMENT PLAN
(Plan)
By: /s/ Madonna A. Kindl
--------------------------------------------
Madonna A. Kindl, Chair,
Monsanto Company
Employee Benefits Plans Committee
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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4 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 by the
Company on January 31, 1990 (File No. 001-2516))
5 Opinion re legality
23.1 Consent of Deloitte & Touche
23.2 Consent of Arthur Andersen LLP
23.3 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,
1998)
Monsanto Exhibit 5
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Monsanto Company
800 N. Lindbergh Boulevard
St. Louis, Missouri 63167
Phone (314) 694-2819
April 19, 1999
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 100,000 shares of Monsanto Company Common Stock, $2.00 par value per
share ("Common Stock"), authorized for issuance under the DEKALB Genetics
Corporation Savings and Investment Plan (the "Plan") and an indeterminate
number of interests in the Plan.
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
Company's Board of Directors relative to the authorization of the Plan,
including the proposed issuance of up to 100,000 shares of Common Stock and an
indeterminate number of plan interests under the Plan.
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 100,000 shares of Common Stock and an indeterminate
number of interests in the Plan thereunder, has been duly authorized by
appropriate corporate action of the Company, and that the aforesaid 100,000
shares of Common Stock and plan interests, 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
<PAGE>
in the Company's Annual Report on Form 10-K for the year ended December 31,
1998 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/ R. William Ide III
R. William Ide III
General Counsel
Monsanto Company
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
MONSANTO COMPANY:
We hereby consent to the incorporation by reference in this Registration
Statement of Monsanto Company on Form S-8 of our report dated February 26, 1999,
incorporated by reference in your annual report on Form 10-K for the year ended
December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
Saint Louis, Missouri
April 19, 1999
EXHIBIT 23.2
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT AUDITORS
MONSANTO COMPANY:
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our opinion dated February 24, 1999, File No. 33-33305,
appearing in the Annual Report on Form 11-K of the DEKALB Genetics Corporation
Savings and Investment Plan for the year ended August 31, 1998.
/s/ Arthur Andersen LLP
Chicago, Illinois
April 14, 1999
