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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 20, 2000
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PHARMACIA CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
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DELAWARE 2834 43-0420020
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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100 ROUTE 206 NORTH
PEAPACK, NJ 07977
(908) 901-8000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
DON W. SCHMITZ
PHARMACIA CORPORATION
100 ROUTE 206 NORTH
PEAPACK, NJ 07977
(908) 901-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
MATTHEW G. HURD BRIAN W. PUSCH
SULLIVAN & CROMWELL LAW OFFICES OF BRIAN W PUSCH
125 BROAD STREET PENTHOUSE SUITE
NEW YORK, NEW YORK 10004 29 WEST 57TH STREET
(212) 558-4000 NEW YORK, NEW YORK 10019
(212) 980-0408
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
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. [X]
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. [ ]
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
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PROPOSED
TITLE OF EACH CLASS OF MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED(1) PRICE PER UNIT(2) AGGREGATE OFFERING PRICE(2) REGISTRATION FEE
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Common Stock, $2.00 par value per 2,249,657 $53.25 $119,794,235 $31,626
share (3) .......................
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(1) Includes (i) up to 1,255,702 shares of Common Stock to be issued upon
conversion of SUGEN, Inc.'s 12% Senior Convertible Notes due 2002 (the
"Notes"), (ii) up to 941,768 shares of Common Stock to be issued upon
conversion of SUGEN, Inc.'s 12% Senior Convertible Notes (the "Warrant
Notes"), (iii) up to 2,197,470 shares of Common Stock to be issued upon
exercise of Common Stock Purchase Warrants (the "Common Stock Warrants")
that may be issued upon redemption of the Notes and Warrant Notes (all or
some of these shares would be issued in lieu of a like number of the shares
described under (i) and (ii) above), (iv) 52,187 shares of Common Stock
issued upon exercise of SUGEN, Inc.'s 5% Senior Custom Convertible Notes
and Common Stock Purchase Warrants (the "1997 Warrants"),and (v) an
indeterminate number of additional shares of Common Stock as may
from time to time become issuable upon conversion of the Notes, Warrant
Notes and Common Stock Warrants by reason of stock splits, stock dividends
and other similar transactions, which shares are registered hereunder
pursuant to Rule 416 under the Securities Act of 1933.
(2) The price of $53.25 per share, which was the average of the high and low
prices of the Common Stock reported by the New York Stock Exchange on
September 18, 2000 is set forth solely for the purpose of calculating the
registration fee in accordance with Rule 457(c) of the Securities Act of
1933.
(3) Each share of Common Stock includes a right to purchase shares of a Series
A Junior Participating Preferred Stock of the Registrant (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.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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The information in this prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not the
solicitation of an offer to buy these securities in any state where the offer or
sale is not permitted.
Subject to Completion. Dated September 20, 2000.
PROSPECTUS
[LOGO] PHARMACIA CORPORATION
2,249,657 Shares of Common Stock
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Offered by Certain Selling Stockholders
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This is an offering for resale of up to 2,249,657 shares of common stock
of Pharmacia Corporation. All of the common stock offered are being sold by the
selling stockholders identified in this prospectus. Pharmacia will not receive
any proceeds from the sale of the common stock by the selling stockholders.
Our common stock is traded on the New York Stock Exchange under the
symbol "PHA".
See "Risk Factors" beginning on page 1 about factors you should consider
before buying the common stock.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY
OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this prospectus is , 2000.
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TABLE OF CONTENTS
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Page
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Risk Factors.............................................................................1
Forward-looking Statements...............................................................5
Pharmacia Corporation....................................................................6
The Offering.............................................................................7
Description of Pharmacia Common Stock....................................................8
Selling Stockholders ....................................................................9
Plan of Distribution....................................................................12
Validity ...............................................................................13
Experts ...............................................................................13
Where You Can Find More Information.....................................................14
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You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. The selling stockholders are offering to sell and
seeking offers to buy the shares only in jurisdictions where offers and sales
are permitted. The information contained in this prospectus is accurate only as
of the date of this prospectus.
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RISK FACTORS
Prior to making an investment decision, prospective investors should
carefully consider all of the information set forth in this prospectus,
including the information incorporated by reference in this prospectus and the
following risk factors.
WE MAY BE UNABLE TO SUCCESSFULLY INTEGRATE THE OPERATIONS OF PHARMACIA & UPJOHN
AND MONSANTO AND REALIZE THE FULL COST SAVINGS WE ANTICIPATE
The merger of Pharmacia & Upjohn and Monsanto involves the integration of
two companies that have previously operated independently. The difficulties of
combining the companies' operations include:
- the necessity of coordinating geographically separated organizations;
- integrating personnel with diverse business backgrounds; and
- combining different corporate cultures.
The process of integrating operations could cause an interruption of, or
loss of momentum in, the activities of one or more of the combined company's
businesses and the loss of key personnel. The diversion of management's
attention and any delays or difficulties encountered in connection with the
merger and the integration of the two companies' operations could have an
adverse effect on the business, results of operations or financial condition of
the combined company.
WE FACE INTENSE COMPETITION FROM NEW PRODUCTS AND FROM LOWER-COST GENERIC
PRODUCTS
The pharmaceutical and agricultural industries are highly competitive and
rapidly changing. Our principal competitors are major international corporations
with substantial resources for research and development, production and
marketing.
Our products that are under patent protection face intense competition
from competitors' proprietary products. This competition may increase as new
products enter the market. We also face increasing competition from lower-cost
generic products after patents on our products expire. For example, the family
of Roundup(R) herbicides is a major product line for the Agribusiness. These
herbicides are likely to face increasing competition from generic products.
Patents protecting Roundup(R) in several countries expired in 1991. Compound per
se patent protection for the active ingredient in Roundup(R) herbicide expires
in the United States in September 2000.
As new products enter the market, our products may become obsolete or our
competitors' products may be more effective or more effectively marketed and
sold than our products.
If we fail to maintain our competitive position, this could have a
material adverse effect on our business and results of operations.
OUR RESEARCH AND DEVELOPMENT EFFORTS MAY NOT SUCCEED OR OUR COMPETITORS MAY
DEVELOP MORE EFFECTIVE OR SUCCESSFUL PRODUCTS
In order to remain competitive, we must commit substantial resources each
year to research and development.
In the pharmaceutical business, the research and development process
takes from 10 to 15 years from discovery to commercial product launch. This
process is conducted in various stages, and during each stage there is a
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substantial risk that we will not achieve our goals and have to abandon a
product in which we have invested substantial amounts. We cannot assure you that
the combined company will continue to succeed in its research and development
efforts. If the combined company fails to continue developing commercially
successful products, or if competitors develop more effective products or a
greater number of successful new products, this could have a material adverse
effect on our business and results of operations.
A number of companies are engaged in agricultural research in general and
plant biotechnology research in particular. Technological advances by others
could render the Agribusiness' products less competitive. We believe that
competition will intensify, not only from agricultural biotechnology firms but
from major agrichemical, seed and food companies with conventional biotechnology
laboratories. Some of the Agribusiness' agricultural competitors will continue
to have substantially greater financial, technical and marketing resources than
our agribusiness will.
OUR PHARMACEUTICAL BUSINESS WILL CONTINUE TO BE SUBJECT TO THE FOLLOWING RISKS:
1. PRODUCT REGULATION MAY ADVERSELY AFFECT OUR ABILITY TO BRING NEW PRODUCTS TO
MARKET
We and our competitors are subject to strict government controls on the
development, manufacture, labeling, distribution and marketing of products. We
must obtain and maintain regulatory approval for a pharmaceutical product from a
country's national regulatory agency before the product may be sold in a
particular country. The submission of an application to a regulatory authority
does not guarantee that it will grant a license to market the product. Each
authority may impose its own requirements and delay or refuse to grant approval,
even though a product has been approved in another country. In our principal
markets, the approval process for a new product is complex and lengthy. The time
taken to obtain approval varies by country but generally takes from six months
to four years from the date of application. This increases the cost to us of
developing new products and increases the risk that we will not succeed in
selling them successfully.
2. PRICE CONTROLS CAN LIMIT OUR REVENUES AND ADVERSELY AFFECT OUR BUSINESS AND
RESULTS OF OPERATIONS
In addition to normal price competition in the marketplace, the prices of
our products are restricted by price controls imposed by governments and health
care providers in most countries where we sell products. Price controls operate
differently in different countries and can cause wide differences in prices
between markets. Currency fluctuations can aggravate these differences. The
existence of price controls can limit the revenues we earn on our products and
may have an adverse effect on our business and results of operations.
3. PRODUCT LIABILITY CLAIMS COULD ADVERSELY AFFECT OUR BUSINESS AND RESULTS OF
OPERATIONS
Product liability is a significant commercial risk for us. Substantial
damage awards have been made in certain jurisdictions against pharmaceutical
companies based upon claims for injuries allegedly caused by the use of their
products. We are involved in a substantial number of product liability cases
claiming damages as a result of the use of our products. We believe that any
potentially unaccrued costs and liabilities associated with such matters will
not have a material adverse effect on the combined company's consolidated
financial position, results of operations or liquidity. There can, however, be
no assurance that a future product liability claim or series of claims brought
against the combined company would not have an adverse effect on its business or
results of operations.
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THE AGRIBUSINESS WILL CONTINUE TO BE SUBJECT TO THE FOLLOWING RISKS:
1. GOVERNMENTS AND THE PUBLIC MAY NOT ACCEPT THE AGRIBUSINESS' PRODUCTS.
The commercial success of agricultural and food products developed
through biotechnology will depend in part on government and public acceptance of
their cultivation, distribution and consumption. Biotechnology has enjoyed and
continues to enjoy substantial support from the scientific community, regulatory
agencies and many governmental officials around the world (including in the
United States). Future scientific developments, media coverage and political
events may strengthen or diminish such support. The Agribusiness continues to
work with consumers, customers and regulatory bodies to encourage understanding
of nutritional and agricultural biotechnology products. However, public
attitudes may be influenced by recent claims that genetically modified plant
products are unsafe for consumption, pose risks of damage to the environment and
create legal and ethical dilemmas. In addition, extensive regulatory approvals
are required by numerous governmental authorities. The market success of
products developed through biotechnology could be delayed or impaired in certain
geographical areas because of failures to obtain regulatory approvals or more
restrictive regulations. For instance, some countries have instituted a
moratorium on the planting of certain genetically modified seeds or the import
of grain produced from such seeds. The U.S. Environmental Protection Agency has
announced new restrictions on planting genetically modified corn and consumer
groups have brought lawsuits in various countries seeking to halt industry
activities with respect to products developed through biotechnology. Some
countries also have labeling requirements. In some markets, because these crops
are not yet approved for import, growers in other countries may be restricted
from introducing or selling their grain. In these cases, the grower may have to
arrange to sell the grain only in the domestic market or to use the grain for
feed on his or her farm.
2. THE SUCCESS OF THE AGRIBUSINESS DEPENDS ON SUCCESSFULLY INTEGRATING RECENT
TRANSACTIONS.
The Agribusiness has made significant acquisitions, mergers and joint
ventures involving seed, agricultural biotechnology and grain processing
companies over the past few years. In the long term, any failure of the
Agribusiness to integrate these companies into its business may prevent us from
realizing projected operating gains and efficiencies and otherwise from
implementing our business strategy. Mergers, acquisitions, and joint ventures
also present other challenges, including geographical coordination, personnel
integration, and the reconciliation of corporate cultures. This integration
could cause a temporary interruption of or loss of momentum in the Agribusiness
and the loss of key personnel from the acquired company. The diversion of the
Agribusiness' management's attention to such matters or the delays or
difficulties encountered in connection with integrating these operations could
have an adverse effect on the Agribusinesses' business, results of operations,
or financial condition.
3. THE AGRIBUSINESS IS SUBJECT TO WEATHER CONDITIONS AND NATURAL DISASTERS.
The Agribusiness is highly seasonal. It is subject to weather conditions
and natural disasters that affect commodity prices, seed yields, and decisions
by growers regarding purchases of seed and herbicides. Commodity prices also
affect growers' decisions about the types and amounts of crops to plant. All of
these factors may negatively influence sales of the Agribusiness' herbicide and
seed products.
OUR BUSINESS WILL CONTINUE TO EXPOSE US TO RISKS OF ENVIRONMENTAL LIABILITIES
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We use hazardous materials, chemicals, viruses and toxic compounds in our
product development programs and manufacturing processes which expose us to
risks of accidental contamination and personal injury claims. If such an
accident occurred or if we were to discover contamination caused by prior
operations, the combined company could be held liable for any damages or fines,
which could have an adverse effect on our business and results of operations.
FOREIGN EXCHANGE FLUCTUATIONS MAY ADVERSELY AFFECT OUR EARNINGS AND THE VALUE OF
OUR NON-U.S. ASSETS
We record our transactions and prepare our financial statements in U.S.
dollars, but a significant portion of our earnings and expenditures are in other
currencies. Changes in exchange rates between the U.S. dollar and such
currencies will result in increases or decreases in our costs and earnings.
Fluctuations in exchange rates between the U.S. dollar and other currencies may
also affect the book value of our assets outside the United States and the
amount of shareholders' equity. Although we will seek to minimize our currency
exposure by engaging in hedging transactions where we deem it appropriate, there
can be no assurance those efforts will be successful.
4
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FORWARD-LOOKING STATEMENTS
In addition to historical information, this prospectus contains (or
incorporates by reference) certain "forward-looking statements", such as
statements concerning our anticipated financial or product performance, our
ability to pay dividends and other non-historical facts. Since these statements
are based on factors that involve risks and uncertainties, actual results may
differ materially from those expressed or implied by such forward-looking
statements. Such factors include, among others:
- our ability to attain estimated expense savings;
- our ability to continue to successfully market existing products, which
may be adversely impacted by the introduction of competitive products;
- our ability to integrate Pharmacia & Upjohn's and Monsanto's businesses
and other prior mergers and acquisitions;
- our ability to successfully develop and market new products;
- our ability to expand the market for existing products;
- our ability to fund research and development activities;
- our ability to get to market ahead of competition;
- the success of our research and development activities and the speed with
which regulatory authorizations and product rollouts may be achieved;
- our ability to successfully negotiate pricing of pharmaceutical products
with managed care groups, health care organizations and government
agencies worldwide;
- fluctuations in currency exchange rates;
- the effects of our accounting policies and general changes in generally
accepted accounting practices;
- our exposure to product liability lawsuits and contingencies related to
actual or alleged environmental contamination;
- our exposure to antitrust lawsuits;
- our success in litigation involving intellectual property;
- social, legal and political developments, especially those relating to
health care reform and product liabilities;
- general economic and business conditions;
- our ability to attract and retain management and other employees;
- our ability to compensate for anticipated generic competition for our
products, including Roundup(R) herbicide, after the expiration of patents
in the U.S.;
- governmental and public acceptance of agbiotech products;
- the effect of seasonal conditions and of current commodity prices on
agricultural markets; and
- other risk factors detailed in our Securities and Exchange Commission
filings, including Annual Reports on Form 10-K and Quarterly Reports on
Form 10-Q.
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PHARMACIA CORPORATION
Pharmacia Corporation is a global business consisting of two segments:
pharmaceuticals and agricultural products. Pharmacia Corporation's telephone
number is (908) 901-8000 and its principal executive offices are located at 100
Route 206 North, Peapack, New Jersey 07977.
The pharmaceutical group is engaged in the research, development,
manufacture and sale of pharmaceutical and health care products.
The agricultural business, conducted through the company's subsidiary,
Monsanto Company, provides integrated, technology-based agricultural solutions
for growers and downstream customers in agricultural markets. Pharmacia intends
to sell up to 19.9% of Monsanto Company in an initial public offering in the
fourth quarter of 2000, subject to market conditions.
Pharmacia was formed in March, 2000 through the merger of Pharmacia &
Upjohn, Inc. and the Monsanto Company.
The principal products of the pharmaceutical segment include CELEBREX,
DAYPRO, and ARTHROTEC, arthritis treatments; AMBIEN, an insomnia treatment;
XALATAN, a novel therapy for glaucoma; DETROL, an innovative therapy for
overactive bladder; GENOTROPIN, a human growth hormone; XANAX a therapy for
central nervous system disorders; CLEOCIN, an antibiotic; MEDROL, a group of
products to treat chronic inflammation disorders; DEPO-PROVERA, a contraceptive
injection; CAMPTOSAR, a therapy for colorectal cancer; FRAGMIN, a therapy for
preventing blood clots; PHARMARUBICIN, a treatment for solid tumors and
leukemia; and MIRAPEX/MIRAPEXIN, a treatment for Parkinson's disease.
Non-prescription pharmaceuticals include ROGAINE, a treatment for hair loss and
the NICORETTE line of nicotine replacement therapy products.
Through research and development and licensing agreements, we seek to
develop innovative pharmaceuticals and other health care products that provide
high therapeutic benefits. Our research activities focus on four medically
important areas: infectious disease, metabolic disease, central nervous system
disorders and oncology.
In the agricultural products segment, our principal products include
ROUNDUP, a family of herbicides; conventional seeds; biotechnology-developed
seeds resistant to herbicides and insects; and POSILAC, a bovine hormone
treatment for increased milk production.
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THE OFFERING
On September 12, 1997 certain of the selling stockholders listed in this
prospectus purchased $7,500,000 aggregate principal amount of 5% Senior Custom
Convertible Notes and Common Stock Purchase Warrants (the "1997 Warrants")
originally issued by SUGEN, Inc.
On March 24, 1999, certain of the selling stockholders listed in this
prospectus purchased $28,000,000 aggregate principal amount of 12% Senior
Convertible Notes due 2002 ("Notes") and warrants to purchase $21,000,000
aggregate principal amount of additional 12% Senior Convertible Notes ("Warrant
Notes") originally issued by SUGEN, Inc. The Notes and Warrant Notes were sold
pursuant to Securities Purchase and Exchange Agreements, dated as of March 19,
1999, between the selling stockholders and SUGEN, Inc.
On August 31, 1999, when SUGEN, Inc. merged with a subsidiary of
Pharmacia & Upjohn, Inc., the Notes and Warrant Notes became convertible into
common stock of Pharmacia & Upjohn, Inc. On March 31, 2000, when Pharmacia &
Upjohn, Inc. merged with a subsidiary of Pharmacia (then called Monsanto
Company), the Notes and Warrant Notes became convertible into common stock of
Pharmacia. SUGEN, Inc. is an indirect, wholly owned subsidiary of Pharmacia.
Pharmacia is registering for resale up to 2,249,657 shares of common
stock underlying the convertible securities and warrants sold to the selling
stockholders in September 1997 and March 1999. The common stock being
registered for resale includes:
- up to 2,197,470 shares of common stock that may be issued upon conversion
of the Notes and Warrant Notes;
- up to 2,197,470 shares of common stock that may be issued upon exercise
of common stock warrants ("Common Stock Warrants") that we may issue upon
redemption of the Notes and Warrant Notes (all or some of these common
stocks would be issued in lieu of the same number of shares of common
stock indicated above);
- 52,187 shares of common stock issued upon exercise of the 1997 Warrants;
and
- an indeterminate number of additional shares of common stock as may from
time to time become issuable upon conversion of the Notes and Warrant
Notes, or upon exercise of the common stock warrants, by reason of stock
splits, stock dividends and other similar transactions.
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DESCRIPTION OF PHARMACIA COMMON STOCK
GENERAL
Pharmacia's authorized capital stock consists of 3,000,000,000 shares of
common stock, par value $2.00 per share, of which, as of August 28, 2000, there
were 1,282,317,606 shares issued and outstanding (excluding 186,020,809 treasury
shares) and 10,000,000 shares of preferred stock, no par value per share, 6,582
of which, as of August 28, 2000, were outstanding, and 1,500,000 shares of
which, as of August 28, 2000, have been designated Series A Junior Participating
Preferred Stock and reserved for issuance upon the exercise of the rights
distributed to the holders of Pharmacia common stock pursuant to the rights
agreement described below under "Description of Rights."
The following summary description of the common stock of Pharmacia does
not purport to be complete and is qualified in its entirety by reference to
Pharmacia's Restated Certificate of Incorporation, including the certificate of
designations relating to the Series A Junior Participating Preferred Stock, and
to the Delaware General Corporation Law.
PHARMACIA COMMON STOCK
Subject to the rights of holders of any outstanding Pharmacia preferred
stock, the holders of outstanding shares of Pharmacia common stock are entitled
to share ratably in dividends declared out of assets legally available therefor
at such time and in such amounts as the Pharmacia board of directors may from
time to time lawfully determine.
Each holder of common stock is entitled to one vote for each share held
and, except as otherwise provided by law or by the board of directors with
respect to any series of preferred stock, the holders of common stock will
exclusively possess all voting power. Holders of common stock are not entitled
to accumulate votes for the election of directors. The common stock is not
entitled to conversion or preemptive rights and is not subject to redemption or
assessment. Subject to the rights of holders of any outstanding Pharmacia
preferred stock, upon liquidation, dissolution or winding up of Pharmacia, any
assets legally available for distribution to stockowners as such are to be
distributed ratably among the holders of the Pharmacia common stock at that time
outstanding.
The common stock is listed on the New York Stock Exchange under the
symbol "PHA".
DESCRIPTION OF RIGHTS
On December 19, 1999, the Pharmacia board of directors approved a rights
agreement with EquiServe Trust Company N.A., as Rights Agent. If a person or
group acquires beneficial ownership of 20% or more, or announces a tender offer
that would result in beneficial ownership of 20% or more, of the outstanding
Pharmacia common stock, the rights become exercisable, and the owner will be
entitled to purchase one one-thousandth of a share of Pharmacia Series A Junior
Participating Preferred Stock for $250. If Pharmacia is acquired in a business
combination transaction while the rights are outstanding, the holder will be
entitled to purchase, for $250, common shares of the acquiring company having a
market value of $500.
In addition, if a person or group acquires beneficial ownership of 20% or more
of the outstanding common stock, the holder (other than such person or members
of such group) will be entitled to purchase for $250 a number of shares of
common stock having a market value of $500. Furthermore, at any time after a
person or group acquires beneficial ownership of 20% or more (but less than 50%)
of the outstanding Pharmacia common stock, the Pharmacia board of directors may,
at its option, exchange one share of common stock for each outstanding right
(other than rights
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held by the acquiring person or group, which become void). At any time prior to
the acquisition of such a 20% position, Pharmacia can redeem each right for
$0.001. The board of directors also is authorized to reduce the aforementioned
20% thresholds to not less than 10%. The rights expire on February 5, 2010.
Until the rights become exercisable, the common stock certificates will also
evidence the rights, and any transfer of shares of common stock will constitute
a transfer of the rights.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the common stock is EquiServe Trust
Company, N.A.
SELLING STOCKHOLDERS
The following table sets forth certain information about the number of
shares of our common stock beneficially owned by each of the selling
stockholders named below as of September 13, 2000 on an adjusted basis to give
effect to the sale of the common stock offered by the selling stockholders. The
common stock is being registered to permit public secondary trading of the
common stock, and the selling stockholders may offer the common stock for resale
from time to time. See "Plan of Distribution."
The common stock being offered hereby by the selling stockholders may be
acquired, from time to time upon:
- exercise of the 1997 Warrants;
- conversion of the Notes;
- conversion of the Warrant Notes; and
- exercise of the Common Stock Warrants that may be issued upon
redemption of the Notes and Warrant Notes.
This prospectus covers the resale by the selling stockholders of up to
2,249,657 shares of our common stock, plus an indeterminate number of additional
shares of our common stock as may from time to time become issuable upon
conversion of the Notes and Warrant Notes, or upon exercise of the Common Stock
Warrants, by reason of stock splits, stock dividends and other similar
transactions.
In accordance with registration rights granted to the selling
stockholders, Pharmacia has filed with the SEC a registration statement on Form
S-3, of which this prospectus is a part, which relates to the resale of the
common stock from time to time on the New York Stock Exchange, in privately
negotiated transactions or otherwise, and has agreed to prepare and file such
amendments and supplements to the registration statement as may be necessary to
keep the registration statement effective until the common stock are no longer
required to be registered for their sale by the selling stockholders.
The shares of common stock covered by this prospectus may be offered from time
to time by the selling stockholders named below:
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<TABLE>
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NUMBER OF
NUMBER OF SHARES
SHARES OWNED NUMBER OF OWNED
NAMES OF SELLING PRIOR TO SHARES BEING AFTER
STOCKHOLDERS OFFERING (1)(2) OFFERED (3) OFFERING(1)
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Damson Investment Holdings, Ltd. .......................... 31,703 31,869 0
Delta Opportunity Fund (Institutional), LLC(4)............. 171,326 172,220 0
Delta Opportunity Fund, Ltd.(4)............................ 536,590 539,384 0
Fisher Capital Ltd.(5)..................................... 308,983 310,694 0
NP Partners(5)............................................. 162,353 163,122 0
Olympus Securities, Ltd.(5)................................ 198,916 199,859 0
Omicron Partners, LP....................................... 593,569 565,671 0
OTATO Limited Partnership(4)............................... 99,024 99,541 0
Wingate Capital Ltd.(5).................................... 166,376 167,297 0
</TABLE>
(1) Currently, each of the selling stockholders own less than 1% of the shares
outstanding. Percentage of beneficial ownership is calculated assuming
1,282,317,606 shares of common stock were outstanding as of August 28,
2000. Ownership after this offering assumes the sale of all shares held by
such selling stockholders offered hereby. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission and the footnotes to this table, and generally includes voting
or dispositive power with respect to securities. Shares of common stock
subject to options or warrants or other rights that are currently
exercisable or convertible, or exercisable or convertible within 60 days of
August 28, 2000 are deemed outstanding for computing the percentage of the
person or entity holding such option or warrant but are not deemed
outstanding for computing the percentage of any other person or entity.
Except as indicated in the footnotes to this table and pursuant to
applicable community property laws, the persons or entities named in the
table have sole voting and dispositive power with respect to all shares of
common stock beneficially owned.
(2) Represents (i) the number of shares of common stock issuable upon
conversion of the Notes and Warrant Notes with respect to the face value of
the Notes and Warrant Notes, and certain 12% Senior Convertible Notes due
2002 ("Exchange Notes") issued upon exchange of SUGEN, Inc.'s 5% Senior
Custom Convertible Notes based upon certain conversion provisions of the
Notes, Warrant Notes and Exchange Notes and including accrued and unpaid
interest thereon as of September 13, 2000, (ii) the number of shares of
common stock issued upon exercise of the 1997 Warrants, (iii) the number
of shares of common stock issuable upon exercise of common stock warrants
that may be issued upon redemption of the Notes and Warrant Notes (all or
some of which would be issued in lieu of the same number of shares
referred to in the preceding clauses (i)), and (iv) all other shares of
common stock beneficially owned as of September 13, 2000.
(3) Represents (i) the number of shares of common stock issuable upon
conversion of the Notes, Warrant Notes and Exchange Notes with respect to
the face value of the Notes, Warrant Notes and Exchange
10
<PAGE> 14
Notes based upon certain conversion provisions of the Notes and Warrant
Notes and including three months of accrued and unpaid interest thereon,
(ii) the number of shares of common stock issuable upon exercise of the
common stock warrants that may be issued upon redemption of the Notes,
Warrant Notes and Exchange Notes (all or some of which would be issued in
lieu of the same number of shares referred to in the preceding clauses
(i)), and (iii) the number of shares of common stock issued upon exercise
of the 1997 Warrants.
(4) Diaz & Altschul Advisors, LLC, a New York limited liability company ("D&A
Advisors"), serves as investment advisor to Delta Opportunity Fund, Ltd., a
British Virgin Islands corporation ("Delta"), and Delta Opportunity Fund
(Institutional), LLC, a Delaware limited liability company ("Delta
Institutional"). By reason of such relationship, D&A Advisors may be deemed
to share dispositive power over the shares of common stock owned by Delta
and Delta Institutional. D&A Advisors disclaims beneficial ownership of
those shares of common stock.
Diaz & Altschul Management, a Delaware limited liability company ("D&A
Management"), serves as investment manager to and managing member of Delta
Institutional. By reason of such relationship, D&A Management may be deemed
to share dispositive power over the shares of common stock listed as
beneficially owned by Delta Institutional. D&A Management disclaims
beneficial ownership of such shares of common stock.
Diaz & Altschul Group, LLC, a New York limited liability company ("D&A
Group"), is the parent company of D&A Advisors and D&A Management. By
reason of its control of D&A Advisors and D&A Management, D&A Group may be
deemed to share dispositive power over the shares of common stock stated as
beneficially owned by Delta and Delta Institutional. D&A Group disclaims
beneficial ownership of such shares of common stock.
(5) Citadel Limited Partnership is the trading manager of each of Olympus
Securities, Ltd., Fisher Capital Ltd. and Wingate Capital Ltd. and is the
sole member of WHC, L.L.C., the general partner of NP Partners (the
"Citadel Entities") and consequently has voting control and investment
discretion over securities held by the Citadel Entities. The ownership for
each of NP Partners, Olympus Securities, Ltd., Fisher Capital Ltd. and
Wingate Capital Ltd. does not include the ownership information for the
other Citadel Entities. Citadel Limited Partnership and each of the Citadel
Entities disclaims beneficial ownership of the securities held by the other
Citadel Entities. In addition, the ownership information for NP Partners,
Olympus Securities, Ltd., Fisher Capital Ltd. and Wingate Capital Ltd. does
not include 5,000 shares of common stock held, as of September 13, 2000, by
Aragon Investments Ltd. and 2,700 shares of common stock held, as of
September 13, 2000, by Citadel Trading Group LLC, each of which is
controlled by Citadel Limited Partnership.
11
<PAGE> 15
PLAN OF DISTRIBUTION
Pharmacia will receive no proceeds from this offering. We are registering
the common stock pursuant to registration rights granted to the selling
stockholders. We will pay certain expenses in connection with the registration
of the common stock and will indemnify the selling stockholders against certain
liabilities, including liabilities under the Securities Act.
The common stock offered hereby may be sold by the selling stockholders
or by pledgees, donees, transferees or other successors in interest that receive
such common stock as a gift, partnership distribution or other non-sale related
transfer. The common stock may be sold from time to time in transactions on the
New York Stock Exchange, in the over-the-counter market, in privately-negotiated
transactions, or a combination of such methods of sale, at fixed prices which
may be changed, at market prices prevailing at the time of sale, at prices
related to prevailing market prices or at negotiated prices. The selling
stockholders may effect such transactions by selling the common stock to or
through broker-dealers, including block trades in which brokers or dealers will
attempt to sell the common stock as agent but may position and resell the block
as principal to facilitate the transaction, or in one or more underwritten
offerings on a firm commitment or best effort basis. Sales of selling
stockholders' common stock may also be made pursuant to Rule 144 under the
Securities Act.
To the extent required under the Securities Act, the aggregate amount of
selling stockholders' common stock being offered and the terms of the offering,
the names of any such agents, brokers, dealers or underwriters and any
applicable commission with respect to a particular offer will be set forth in an
accompanying prospectus supplement. Any underwriters, dealers, brokers or agents
participating in the distribution of the common stock may receive compensation
in the form of underwriting discounts, concessions, commissions or fees from a
selling stockholder and/or purchasers of selling stockholders' common stock, for
whom they may act (which compensation as to a particular broker-dealer might be
in excess of customary commissions).
From time to time, one or more of the selling stockholders may pledge,
hypothecate or grant a security interest in some or all of the common stock
owned by them, and the pledgees, secured parties or persons to whom such
securities have been hypothecated shall, upon foreclosure in the event of
default, be deemed to be selling stockholders hereunder. In addition, a selling
stockholder may, from time to time, sell short the common stock of Pharmacia,
and in such instances, this prospectus may be delivered in connection with such
short sales and the common stock offered hereby may be used to cover such short
sales.
From time to time one or more of the selling stockholders may transfer,
pledge, donate or assign its common stock to lenders or others and each of those
persons will be deemed to be a "selling stockholder" for purposes of this
prospectus. The number of common stock beneficially owned by those selling
stockholders who so transfer, pledge, donate or assign will decrease as and when
they take such actions. The plan of distribution for selling stockholders'
common stock sold hereunder will otherwise remain unchanged, except that the
transferees, pledgees, donees or other successors will be deemed selling
stockholders hereunder.
A selling stockholder may enter into hedging transactions with
broker-dealers and the broker-dealers may engage in short sales of the common
stock in the course of hedging the positions they assume with such selling
stockholder, including, without limitation, in connection with distributions of
the common stock by such broker-dealers. A selling stockholder may also enter
into
12
<PAGE> 16
option or other transactions with broker-dealers that involve the delivery of
the common stock to the broker-dealers, who may then resell or otherwise
transfer the common stock. A selling stockholder may also loan or pledge the
common stock to a broker-dealer and the broker-dealer may sell the common stock
so loaned or upon a default may sell or otherwise transfer the pledged common
stock.
In order to comply with the securities laws of some states, the common
stock will be sold in those jurisdictions only through registered or licensed
brokers or dealers. In addition, in some states the common stock may not be sold
unless they have been registered or qualified for sale in that state or an
exemption from the registration or qualification requirement is available and is
complied with.
The selling stockholders and any broker-dealers or agents that
participate with the selling stockholders in the distribution of the common
stock may be deemed to be "underwriters" within the meaning of the Securities
Act, and any commissions received by them and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the shares may not bid for or purchase shares of
common stock during a period which commences one business day prior to such
person's participation in the distribution, subject to exceptions for certain
passive market making activities. In addition and without limiting the
foregoing, each selling stockholder will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder, including, without
limitation, Regulation M which provisions may limit the timing of purchases and
sales of shares of Pharmacia's common stock by that selling stockholder.
The shares were originally issued to the selling stockholders pursuant to
an exemption from the registration requirements of the Securities Act provided
by Section 4(2) thereof. SUGEN, Inc. agreed to register the shares under the
Securities Act and to indemnify and hold the selling stockholders harmless
against certain liabilities under the Securities Act that could arise in
connection with the sale by the selling stockholders of the shares. SUGEN, Inc.
has agreed to pay all reasonable fees and expenses incident to the filing of
this registration statement.
VALIDITY
The validity of the common stock and rights offered by this prospectus
will be passed upon for Pharmacia by Sullivan & Cromwell, New York, New York.
EXPERTS
The consolidated financial statements of Pharmacia Corporation
incorporated into this registration statement/prospectus by reference to
Pharmacia Corporation's Current Report on Form 8-K filed on May 22, 2000 have
been audited by PricewaterhouseCoopers LLP, independent accountants, 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 the authority
of that firm as experts in accounting and auditing.
The financial statements of Monsanto Company (subsequently renamed
Pharmacia
13
<PAGE> 17
Corporation) as of December 31, 1999 and 1998, and for each of the three years
in the period ended December 31, 1999, incorporated by reference in this
prospectus 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 by reference in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
The consolidated financial statements of DEKALB Genetics Corporation and
subsidiaries incorporated in this registration statement/prospectus by reference
to Monsanto Company's Current Report on Form 8-K/A filed on February 8, 1999 and
January 25, 2000 have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in giving said
report.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference rooms in Washington, D.C.,
New York, New York, and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. You may also inspect our
SEC reports and other information at the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005, on which our common stock is listed.
The SEC allows us to incorporate by reference the information we file
with them, which means:
- incorporated documents are considered part of the prospectus;
- we can disclose important information to you by referring you to
those documents; and
- information that we file with the SEC will automatically update
and supersede this incorporated information.
We incorporate by reference the documents listed below which were filed
with the SEC and any future filings made with the SEC under Sections 13(a), 14
or 15(d) of the Securities Exchange Act of 1934 until the selling stockholders
sell all of the securities:
1. Our Annual Report on Form 10-K for the year ended December 31,
1999, as filed on March 20, 2000;
2. Our 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;
3. Our Current Reports on Form 8-K, as filed on January 11, 2000,
January 25, 2000, February 11, 2000, April 13, 2000, May 22, 2000
and July 13, 2000;
4. Our amended Current Reports on Form 8-K/A, as filed on January
14
<PAGE> 18
25, 2000 and February 11, 2000;
5. Our Quarterly Reports on Form 10-Q for the quarters ended March
31, 2000 and June 30, 2000, as filed on May 15, 2000 and August
14, 2000, respectively; and
6. The description of Pharmacia'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
Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description.
You may request a copy of these filings at no cost by writing or
telephoning us at the following address and telephone number:
Pharmacia Corporation
100 Route 206 North
Peapack, NJ 07977
Attention: Investor Relations
Telephone: (908) 901-8000
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. The selling stockholders
are not making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front cover of those documents.
15
<PAGE> 19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Set forth below is an estimate of the fees and expenses payable by
Pharmacia in connection with the securities being registered hereby.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee........... $34,710
Legal fees and expenses....................................... 50,000
Accountants' fees and expenses................................ 5,000
Blue sky fees and expenses.................................... 10,000
Printing...................................................... 100,000
------------
Total................................................ $199,710
============
</TABLE>
ITEM 15. 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 of 1933. The Registrant'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 Registrant has entered into
Indemnification Agreements with its executive officers and directors. The
Registrant 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 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
3.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 4.1 of the Registrant's
Registration Statement on Form S-8, filed with the SEC on April 5,
2000).
3.2 Certificate of Amendment of the Registrant's Restated Certificate
of Incorporation (incorporated by reference to Exhibit 4.2 of the
Registrant's Registration Statement on Form S-8 filed with the SEC
on April 5, 2000).
3.3 Amended and Restated Bylaws of the Registrant (incorporated by
reference to the Registrant's Registration Statement on Form S-8,
filed with the SEC on April 5, 2000).
</TABLE>
II-1
<PAGE> 20
<TABLE>
<S> <C>
3.4 Certificate of Designation for Series A Junior Participating
Preferred Stock of the Registrant (incorporated by reference to
Exhibit 4.2 of the Registrant's Registration Statement on Form S-8
filed with the SEC on April 5, 2000).
4.1 Reference is made to Exhibits 3.1, 3.2 and 3.3.
4.2 Rights Agreement, dated as of December 19, 1999, between the
Registrant and EquiServe Trust Company N.A. (incorporated by
reference to Exhibit 4.1 of the Registrant's Form 8-A filed on
December 30, 1999).
5.1 Opinion of Sullivan & Cromwell (to be filed by amendment).
10.1 Form of 12% SUGEN, Inc. Senior Convertible Note due 2002
(incorporated by reference to Exhibit 4.2 SUGEN, Inc.'s Current
Report on Form 8-K, dated March 29, 1999).
10.2 Form of 12% SUGEN, Inc. Senior Convertible Note Purchase Warrant
(incorporated by reference to Exhibit 4.3 of SUGEN, Inc.'s Current
Report on Form 8-K, dated March 29, 1999).
10.3 Form of Securities Purchase and Exchange Agreement, dated as of
March 19, 1999, by and between SUGEN, Inc. and the investor named
therein (incorporated by reference to Exhibit 4.1 of SUGEN, Inc.'s
Current Report on Form 8-K, dated March 29, 1999).
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Arthur Andersen LLP.
23.4 Consent of Sullivan & Cromwell (reference is made to Exhibit 5.1).
24 Power of Attorney (included on signature page).
</TABLE>
(b) Financial Statement Schedules.
Schedules are omitted because they are either not required, are not
applicable, or because equivalent information has been included in the financial
statements, the notes thereto or elsewhere herein.
(c) Reports, Opinions and Appraisals.
Not applicable.
ITEM 17. UNDERTAKINGS
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 (the "Securities Act");
(ii) To reflect in the prospectus any fact or events arising after
the effective date of this 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 this Registration Statement. Notwithstanding the
foregoing, any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be
II-2
<PAGE> 21
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) 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 Act of 1934
(the "Exchange Act") that are incorporated in this Registration
Statement;
(2) That, for purposes 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; and
(4) 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 Exchange Act) 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.
Insofar as indemnification for liability 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.
II-3
<PAGE> 22
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-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN PEAPACK, NEW JERSEY, ON THIS 20th DAY OF SEPTEMBER, 2000.
PHARMACIA CORPORATION
By:/s/ Fred Hassan
---------------------------
Chief Executive Officer
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 DATE INDICATED.
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS FRED HASSAN, CHRISTOPHER COUGHLIN, AND RICHARD
COLLIER, AND EACH OF THEM INDIVIDUALLY, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT
AND AGENTS, WITH FULL POWER AND IN ANY AND ALL CAPACITIES, TO SIGN THIS
REGISTRATION STATEMENT AND ANY AND ALL AMENDMENTS (INCLUDING POST-EFFECTIVE
AMENDMENTS) TO THIS REGISTRATION STATEMENT, AND TO FILE SUCH REGISTRATION
STATEMENT AND ALL SUCH AMENDMENTS OR SUPPLEMENTS, WITH ALL EXHIBITS THERETO, AND
OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE
COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM,
FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING
REQUISITE OR NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY TO ALL
INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IN PERSON, THEREBY RATIFYING AND
CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM, OR THEIR
OR HIS SUBSTITUTES OR SUBSTITUTE, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE
THEREOF.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Fred Hassan Chief Executive Officer and Director
-----------------------------------
Fred Hassan
/s/ Frank C. Carlucci Director
-----------------------------------
Frank C. Carlucci
/s/ Michael Kantor Director
-----------------------------------
Michael Kantor
/s/ Gwendolyn S. King Director
-----------------------------------
Gwendolyn S. King
</TABLE>
II-4
<PAGE> 23
<TABLE>
<S> <C>
/s/ Olof Lund Director
-----------------------------------
Olof Lund
/s/ John E. Robson Director
-----------------------------------
John E. Robson
/s/ Bengt Samuelsson Director
-----------------------------------
Bengt Samuelsson
/s/ M. Kathryn Eickhoff Director
-----------------------------------
M. Kathryn Eickhoff
/s/ Philip Leder Director
-----------------------------------
Philip Leder
/s/ Berthold Lindqvist Director
-----------------------------------
Berthold Lindqvist
/s/ John S. Reed Director
-----------------------------------
John S. Reed
/s/ William D. Ruckelshaus Director
-----------------------------------
William D. Ruckelshaus
/s/ C. Steve McMillan Director
-----------------------------------
C. Steve McMillan
/s/ William U. Parfet Director
-----------------------------------
William U. Parfet
/s/ Jacobus F. M. Peters Director
-----------------------------------
Jacobus F.M. Peters
/s/ Ulla Reinius Director
-----------------------------------
Ulla Reinius
/s/ Robert B. Shapiro Director
-----------------------------------
Robert B. Shapiro
</TABLE>
II-5
