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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 7, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PHARMACIA CORPORATION
(Exact Name of Company as Specified in its Charter)
DELAWARE 43-0420020
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
100 ROUTE 206 NORTH 07977
PEAPACK, NEW JERSEY (Zip Code)
(Address of principal executive offices)
PHARMACIA & UPJOHN, INC. EMPLOYEE SAVINGS PLAN
PHARMACIA & UPJOHN, INC. SAVINGS PLUS PLAN
(Full title of the plans)
DON W. SCHMITZ, ESQ.
VICE PRESIDENT, ASSOCIATE GENERAL COUNSEL AND CORPORATE SECRETARY
PHARMACIA CORPORATION
100 ROUTE 206 NORTH
PEAPACK, NEW JERSEY 07977
(Name and address of agent for service)
(908) 901-8000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------- -------------------- ---------------------- ---------------------- -------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) (2)
- --------------------------------------------- -------------------- ---------------------- ---------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, par value $2.00 per share, and
associated preferred stock purchase
rights....................................... 6,420,000 $49.8125 $319,796,250 $84,427
============================================= ==================== ====================== ====================== ===================
</TABLE>
(1) This Registration Statement covers shares of Common Stock of Pharmacia
Corporation and associated preferred stock purchase rights which may be
offered or sold pursuant to the Pharmacia & Upjohn, Inc. Employee Savings
Plan and Pharmacia & Upjohn, Inc. Savings Plus Plan. 6,000,000 shares are
being registered pursuant to the Pharmacia & Upjohn, Inc. Employee Savings
Plan and 420,000 shares are being registered pursuant to the Pharmacia &
Upjohn, Inc. Savings Plus Plan. Pursuant to Rule 416 under the Securities
Act of 1933, as amended (the "Securities Act"), this Registration Statement
also covers such additional shares as may hereinafter be offered or issued
to prevent dilution resulting from stock splits, stock dividends,
recapitalizations or certain other capital adjustments.
(2) Estimated pursuant to Paragraphs (c) and (h) of Rule 457 under the
Securities Act, solely for the purpose of calculating the registration fee,
based upon the average of the high and low sales prices of shares of
Monsanto Company Common Stock on March 31, 2000, as reported on the New
York Stock Exchange, Inc.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
All information required by Part I to be contained in the prospectus is
omitted from this Registration Statement in accordance with Rule 424 and Rule
428 under the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Any documents which Pharmacia Corporation (formerly Monsanto Company)
(the "Company") incorporated by reference in Item 3 of Part II of this Form S-8
Registration Statement (the "Registration Statement") are incorporated by
reference in the Section 10(a) prospectus and are available without charge, upon
written or oral request, by contacting the Company at 100 Route 206, Peapack,
New Jersey 07977 (908) 901-8000. All other information required by Part I to be
contained in the Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 424 and Rule 428 under the Securities Act and
the "Note" to Part I of this Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the United States Securities and
Exchange Commission (the "Commission") by the Company (File No. 1-2516) pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
hereby incorporated by reference in this Registration Statement and made a part
hereof:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1999, as filed on March 20, 2000;
2. The Company's amended Annual Report on Form 10-K/A for the year ended
December 31, 1998, as filed on January 21, 2000;
3. The Company's amended Quarterly Reports on Form 10-Q/A for the quarters
ended March 31, 1999, June 30, 1999 and September 30,1999, as filed on
January 21, 2000;
4. The Company's Current Reports on Form 8-K, as filed on January 11, 2000,
January 25, 2000 and February 11, 2000;
5. The Company's amended Current Reports on Form 8-K/A, as filed on January
25, 2000 and February 11, 2000;
6. The description of the Company's common stock, par value $2.00 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.
All documents and reports filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and 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 filing
of such documents or reports. 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 other 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 shall not be deemed to
constitute a part of the Registration Statement except as so modified and any
statement so superseded shall not be deemed to constitute a part of this
Registration Statement.
Independent Accountants
The financial statements of the Company incorporated in this
Registration Statement by reference from the Company's Annual Report on Form
10-K for the year ended December 31, 1999 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.
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The financial statements of Pharmacia & Upjohn, Inc. incorporated in
this Registration Statement by reference to the Current Report on Form 8-K of
Monsanto Company filed on January 25, 2000, have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
The financial statements of DEKALB Genetics Corporation incorporated in
this Registration Statement by reference to the Current Report on Form 8-K/A of
Monsanto Company filed on February 8, 1999 and January 25, 2000, have been so
incorporated in reliance on the report of Arthur Andersen LLP, independent
public accountants, given on the authority of said firm as experts in auditing
and accounting.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. The Company's Certificate of
Incorporation and By-laws provide for indemnification of its directors,
officers, employees and other agents to the maximum extent permitted by the
Delaware General Corporation Law. In addition, the Company has entered into
Indemnification Agreements with its executive officers and directors. The
Company has also purchased and maintained insurance for its officers, directors,
employees or agents against liabilities which an officer, a director, an
employee or an agent may incur in his capacity as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
EXHIBIT NUMBERS EXHIBIT
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4.1 Restated Certificate of Incorporation of Pharmacia
Corporation (incorporated herein by reference to Form S-8
filed on April 5, 2000).
4.2 Certificate of Amendment of Pharmacia Corporation Restated
Certificate of Incorporation (incorporated herein by reference
to Form S-8 filed on April 5, 2000).
4.3 Amended and Restated Bylaws of Pharmacia Corporation
(incorporated herein by reference to Form S-8 filed on
April 5, 2000).
4.4 Rights Agreement, dated as of December 19, 1999 between the
Company and EquiServe Trust Company N.A. (incorporated herein
by reference to Form 8-A filed on December 30, 1999).
5.1 Opinion of Assistant General Counsel of Pharmacia Corporation.
5.2 Opinion of Assistant General Counsel of Pharmacia Corporation.
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23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Arthur Andersen LLP.
23.4 Consent of Assistant General Counsel of Pharmacia Corporation
(included as part of Exhibit 5.1).
23.5 Consent of Assistant General Counsel of Pharmacia Corporation
(included as part of Exhibit 5.2).
The undersigned Company hereby undertakes that it will submit or has
submitted the necessary plans and any amendment thereto to the Internal Revenue
("IRS") in a timely manner, and has made or will make all changes required by
the IRS in order to qualify the plan under Section 401 of the Internal Revenue
Code.
ITEM 9. UNDERTAKINGS.
The undersigned 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.
(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 subparagraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the information required to be
included in a post-effective amendment by those subparagraphs is
contained in periodic reports filed with or furnished to the
Commission by the Company 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 that remain unsold at the
termination of the offering.
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The undersigned company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 of 1933, the Company
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 Peapack, State of New Jersey on April 3, 2000.
PHARMACIA CORPORATION
By: /s/ Fred Hassan
Name: Fred Hassan
Title: Chief Executive Officer and
Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ---- ----- ----
<S> <C> <C>
/s/ Fred Hassan Chief Executive Office and April 3, 2000
- ----------------------------------- Director (Principal Executive
Fred Hassan Officer)
/s/ Christopher Coughlin Executive Vice President and April 3, 2000
- ----------------------------------- Chief Financial Officer
Christopher Coughlin (Principal Financial and Accounting
Officer)
/s/ M. Kathryn Eickhoff
- ----------------------------------- Director April 3, 2000
M. Kathryn Eickhoff
/s/ Michael Kantor
- ----------------------------------- Director April 3, 2000
Michael Kantor
/s/ Gwendolyn S. King
- ----------------------------------- Director April 3, 2000
Gwendolyn S. King
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Olof G. Lund
- ----------------------------------- Director April 3, 2000
Olof G. Lund
/s/ C. Steven McMillan
- ----------------------------------- Director April 3, 2000
C. Steven McMillan
/s/ John S. Reed
- ----------------------------------- Director April 3, 2000
John S. Reed
/s/ Ulla B. Reinius
- ----------------------------------- Director April 3, 2000
Ulla B. Reinius
/s/ John E. Robson
- ----------------------------------- Director April 3, 2000
John E. Robson
/s/ William D. Ruckelshaus
- ----------------------------------- Director April 3, 2000
William D. Ruckelshaus
/s/ Bengt Samuelsson
- ----------------------------------- Director April 3, 2000
Bengt Samuelsson
/s/ Robert B. Shapiro
- ----------------------------------- Chairman of the Board of April 3, 2000
Robert B. Shapiro Directors
</TABLE>
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INDEX TO EXHIBITS
EXHIBIT NUMBERS EXHIBIT
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4.1 Restated Certificate of Incorporation of Pharmacia
Corporation (incorporated herein by reference to Form S-8
filed on April 5, 2000).
4.2 Certificate of Amendment of Pharmacia Corporation Restated
Certificate of Incorporation (incorporated herein by
reference to Form S-8 filed on April 5, 2000).
4.3 Amended and Restated Bylaws of Pharmacia Corporation
(incorporated herein by reference to Form S-8 filed on
April 5, 2000).
4.4 Rights Agreement, dated as of December 19, 1999 between the
Company and EquiServe Trust Company N.A. (incorporated herein
by reference to Form 8-A filed on December 30, 1999).
5.1 Opinion of Assistant General Counsel of Pharmacia
Corporation.
5.2 Opinion of Assistant General Counsel of Pharmacia
Corporation.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Arthur Andersen LLP.
23.4 Consent of Assistant General Counsel of Pharmacia Corporation
(included as part of Exhibit 5.1).
23.5 Consent of Assistant General Counsel of Pharmacia Corporation
(included as part of Exhibit 5.2).
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Exhibit 5.1
April 7, 2000
Pharmacia Corporation
100 Route 206 North
Peapack, New Jersey 07977.
Ladies and Gentlemen:
I am Assistant General Counsel of Pharmacia Corporation, a Delaware
corporation (the "Company"). The Company has prepared a registration statement
on Form S-8 (the "Registration Statement") to be filed pursuant to the
Securities Act of 1933, as amended (the "Act"), and relating to 6,000,000 shares
(the "Shares") of the Company's Common Stock, $2.00 par value per share (the
"Common Stock"). The Shares covered by this Registration Statement will be
issued pursuant to the Pharmacia & Upjohn, Inc. Employee Savings Plan (the
"Plan").
I have examined the Registration Statement and such corporate records,
statutes and other documents as I have deemed relevant in rendering this
opinion. As to matters of fact, I have relied on representations of officers of
the Company. In my examination, I have assumed the genuineness of documents
submitted to me as originals and the conformity with originals of documents
submitted to me as copies thereof.
I have been informed that the trustee of the Plan enters into open-market
purchases of issued and outstanding shares of Common Stock for later
distribution to participants in the Plan.
Based on the foregoing, it is my opinion that any such Shares that may be
purchased by the trustee of the Plan as of the date hereof for later
distribution to participants in the Plan have been validly issued, fully paid
and are nonassessable.
The opinion set forth above is limited to the General Corporation Law of
the State of Delaware.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not thereby admit that I
come within the category of persons whose consent is required under Section 7
of the Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Sonya M. Davis
------------------
Sonya Meyers Davis
Assistant General Counsel
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Exhibit 5.2
April 7, 2000
Pharmacia Corporation
100 Route 206 North
Peapack, New Jersey 07977.
Ladies and Gentlemen:
I am Assistant General Counsel of Pharmacia Corporation, a Delaware
corporation (the "Company"). The Company has prepared a registration statement
on Form S-8 (the "Registration Statement") to be filed pursuant to the
Securities Act of 1933, as amended (the "Act"), and relating to 420,000 shares
(the "Shares") of the Company's Common Stock, $2.00 par value per share (the
"Common Stock"). The Shares covered by this Registration Statement will be
issued pursuant to the Pharmacia & Upjohn, Inc. Savings Plus Plan (the "Plan").
I have examined the Registration Statement and such corporate records,
statutes and other documents as I have deemed relevant in rendering this
opinion. As to matters of fact, I have relied on representations of officers of
the Company. In my examination, I have assumed the genuineness of documents
submitted to me as originals and the conformity with originals of documents
submitted to me as copies thereof.
I have been informed that the administrator of the Plan enters into
open-market purchases of issued and outstanding shares of Common Stock for later
distribution to participants in the Plan.
Based on the foregoing, it is my opinion that any such Shares that may be
purchased by the administrator of the Plan as of the date hereof for later
distribution to participants in the Plan have been validly issued, fully paid
and are nonassessable.
The opinion set forth above is limited to the General Corporation Law of
the State of Delaware.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not thereby admit that I
come within the category of persons whose consent is required under Section 7
of the Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Sonya M. Davis
------------------
Sonya Meyers Davis
Assistant General Counsel
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
PHARMACIA CORPORATION:
We consent to the incorporation by reference in this Registration Statement of
Pharmacia Corporation on Form S-8 of our report dated February 25, 2000
incorporated by reference in the Annual Report on Form 10-K of Monsanto Company
for the year ended December 31, 1999. We also consent to the reference to us
under the caption "Independent Accountants" in such Registration Statement.
/s/ Deloitte & Touche LLP
- -------------------------
Deloitte & Touche LLP
St. Louis, Missouri
March 31, 2000
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Pharmacia Corporation of our report dated February 10,
1999, except as to Note 1 relating to the pooling of interests with SUGEN, Inc.
which is as of August 31, 1999, relating to the financial statements of
Pharmacia & Upjohn, Inc., which appears in the Current Report on Form 8-K of
Monsanto Company filed on January 25, 2000. We also consent to the reference to
us under the heading "Independent Accountants" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Florham Park, New Jersey
April 5, 2000
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EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report (relating to the
financial statements of DEKALB Genetics Corporation) dated October 2, 1998,
included in Monsanto Company's Form 8-K/A filed on February 8, 1999 and January
25, 2000 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
- -----------------------
Arthur Andersen LLP
Chicago, Illinois
April 4, 2000
