Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
IMC GLOBAL INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3492467
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2100 Sanders Road
Northbrook, Illinois 60062
(Address of principal executive offices) (Zip Code)
IMC Global Inc. 1994 Stock Option Plan for Non-Employee Directors
(Full title of the plan)
Marschall I. Smith
Senior Vice President, Secretary and General Counsel
IMC Global Inc.
2100 Sanders Road
Northbrook, Illinois 60062
(708) 272-9200
(Name, address and telephone number, including area
code, of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
Common Stock, 100,000 $38.0625(1) $3,806,250(1) $1,312.50
$1 par value shares
(1) Estimated pursuant to Rule 457(c) under the Securities Act of
1933 solely for the purpose of calculating the registration fee
based on the average of the high and low prices for IMC Global
Inc. Common Stock on the New York Stock Exchange consolidated
reporting system on December 9, 1994.
_________________________________
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by IMC Global
Inc. (the "Company") are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
June 30, 1994, which includes certified financial statements as of and for
the year ended June 30, 1994.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1994.
3. The description of the Company's Common Stock and Preferred
Share Purchase Rights associated therewith contained in the Company's
Registration Statement on Form 8-A filed under Section 12 of the
Securities Exchange Act of 1934, dated June 23, 1989, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, after the date of filing of this Registration Statement and
prior to such time as the Company files a post-effective amendment to this
Registration Statement 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 in this Registration
Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legal matters in connection with the validity of issuance
and due authorization of the Common Stock offered hereby have been passed
upon by Marschall I. Smith, Esq., General Counsel for the Company.
The statements of law and legal conclusions in the paragraphs
under "Contingencies" in the Annual Report of the Company on Form 10-K for
the fiscal year ended June 30, 1994, incorporated herein by reference were
reviewed by Marschall I. Smith, Esq., General Counsel to the Company and
are included upon the authority of such counsel.
Item 6. Indemnification of Directors and Officers.
The Company has insurance to indemnify its directors and
officers for those liabilities in respect of which such indemnification
insurance is permitted under the laws of the State of Delaware.
The Company's Certificate of Incorporation provides that to the
fullest extent permitted by Delaware law a director shall not be liable to
the Company or its stockholders for monetary damages for breach of duty as
a director.
Section 145 inclusive of the Delaware General Corporation Law
(as amended through July 1, 1990) provide as follows:
(a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure
a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections (a) and (b)
of this section, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct
set forth in subsections (a) and (b) of this section. Such determination
shall be made (1) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer
or director in defending any civil, criminal, administrative, or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in this
section. Such expenses (including attorneys' fees) incurred by other
employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by
or granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors,
officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture trust or other enterprise, shall stand in the same position
under this section with respect to the resulting or surviving corporation
as he would have with respect to such constituent corporation if its
separate existence had continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee or
agent of the corporation which imposes duties on, or involves services by,
such director, officer, employee or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in
good faith and in a manner he reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be
a director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company
has been informed 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.
Delaware law provides for the indemnification of directors and
officers of a corporation and empowers a corporation to purchase and
maintain insurance for such purpose. The Company has insurance to
indemnify its directors and officers for those liabilities in respect of
which such indemnification insurance is permitted under Delaware law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Incorporated Herein Filed
Exhibit No. Description by Reference To Herewith
4(a) IMC Global Inc. 1994 Stock Exhibit A to IMC
Option Plan for Non-Employee Global Inc.'s
Directors (the "Plan") Schedule 14A filed
in connection with
an annual meeting
of stockholders
held October 20,
1994
4(b) Form of Nonstatutory Stock X
Option Agreement for use in
connection with the Plan
4(c) Restated Certificate of Exhibit 3(a) to IMC
Incorporation of IMC Global Global Inc.'s
Inc., as amended Annual Report on
Form 10-K for the
year ended June 30,
1990 (Commission
File No. 1-9759)
4(d) Rights Agreement dated June Exhibit 10.35 to
21, 1989, with The First IMC Global Inc.'s
National Bank of Chicago Annual Report on
(including the Shareholder Form 10-K for the
Rights Plan) year ended June 30,
1989 (Commission
File No. 1-9759)
5 Opinion of Marschall I. X
Smith, Senior Vice
President, Secretary and
General Counsel
23(a) Consent of Ernst & Young X
LLP, independent auditors
23(b) Consent of Marschall I. X
Smith relating to opinion
and statements of law and
legal conclusions referred
to under the "Interests of
Named Experts and Counsel"
(included in Exhibit 5)
24 Power of Attorney relating X
to subsequent amendments
(included on the signature
page to this Registration
Statement)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended;
(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, represents a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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
Exchange Act of 1934, as amended, that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the
securities offered herein, 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, as
amended, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended,
that is incorporated by reference in this Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Northbrook, Illinois, on December 15, 1994.
IMC GLOBAL INC.
By: ROBERT C. BRAUNEKER
Robert C. Brauneker
Executive Vice President
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. Each person whose signature
appears below constitutes and appoints Wendell F. Bueche and Marschall I.
Smith, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same, with all exhibits thereto,
and other documents in connection herewith, with the Securities and
Exchange Commission, granting unto each said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully as he or she might or could
do in person, hereby ratifying and confirming all that each said attorney-
in-fact and agent may lawfully do or cause to be done by virtue hereof.
Signatures Title Date
WENDELL F. BUECHE Chairman of the Board, December 15, 1994
Wendell F. Bueche Chief Executive Officer
and Director (Principal
Executive Officer)
JAMES D. SPEIR President and Chief December 15, 1994
James D. Speir Operating Officer and
Director
ROBERT C. BRAUNEKER
Robert C. Brauneker Executive Vice December 15, 1994
President (Chief
Financial Officer)
(Principal Accounting
Officer)
RAYMOND F. BENTELE Director December 15, 1994
Raymond F. Bentele
FRANK W. CONSIDINE Director December 15, 1994
Frank W. Considine
DR. JAMES M. DAVIDSON Director December 15, 1994
Dr. James M. Davidson
RICHARD A. LENON Director December 15, 1994
Richard A. Lenon
THOMAS H. ROBERTS, JR. Director December 15, 1994
Thomas H. Roberts, Jr.
BILLIE B. TURNER Director December 15, 1994
Billie B. Turner
<PAGE>
EXHIBIT INDEX
IMC Global Inc. 1994 Stock Option Plan for Non-Employee Directors
Incorporated Herein Filed
Exhibit No. Description by Reference To Herewith
4(a) IMC Global Inc. 1994 Stock Exhibit A to IMC
Option Plan for Non-Employee Global Inc.'s
Directors Schedule 14A filed
in connection with
an annual meeting
of stockholders
held October 20,
1994
4(b) Form of Nonstatutory Stock X
Option Agreement for use in
connection with the Plan
4(c) Restated Certificate of Exhibit 3(a) to IMC
Incorporation of IMC Global Global Inc.'s
Inc., as amended Annual Report on
Form 10-K for the
year ended June 30,
1990 (Commission
File No. 1-9759)
4(d) Rights Agreement dated June Exhibit 10.35 to
21, 1989, with The First IMC Global Inc.'s
National Bank of Chicago Annual Report on
(including the Shareholder Form 10-K for the
Rights Plan) year ended June 30,
1989 (Commission
File No. 1-9759)
5 Opinion of Marschall I. X
Smith, Senior Vice
President, Secretary and
General Counsel
23(a) Consent of Ernst & Young X
LLP, independent auditors
23(b) Consent of Marschall I. X
Smith relating to opinion
and statements of law and
legal conclusions referred
to under the "Interests of
Named Experts and Counsel"
(included in Exhibit 5)
24 Power of Attorney relating X
to subsequent amendments
(included on the signature
page to this Registration
Statement)
IMC GLOBAL INC.
(formerly known as IMC Fertilizer Group, Inc.)
NON-QUALIFIED STOCK OPTION
IMC Global Inc., a Delaware corporation, (the Company), formerly
known as IMC Fertilizer Group, Inc., pursuant and subject to the
provisions of the 1994 Stock Option Plan for Non-Employee Directors of the
Company (the Plan) hereby grants as of the date of grant stated below to
N (the Optionee), a non-employee Director of the Company, an option to
purchase 1,000 shares of Common Stock, par value $1.00 per share, of the
Company (the Option), at the price of $38.125 per share (the Option
Price), subject to the following conditions and to the terms and
conditions of the Plan.
1. Exercise of the Option
The Option may be exercised during its term from time to time in
whole or in part provided, however, that:
(i) the Option shall not be exercisable after the expiration of
twenty-four months from the date the Optionee ceases to be
a Director of the Company or one of its subsidiaries;
(ii) the Option is not exercisable after the expiration of ten
years from the date it is granted.
The Option may be exercised during its term from time to time in
whole or in part upon written notice given by the Optionee to the
Treasurer of the Company specifying the number of shares to be
purchased at such time and accompanied by (i) payment of the Option
Price in cash for the number of shares with respect to which the
Option is exercised or (ii) shares of Common Stock of the Company
with a value (determined as provided in the Plan) equal to or less
than the total Option Price, plus cash for an amount, if any, by
which the total Option Price exceeds the value of such shares.
The Option is not transferable by the Optionee otherwise than by will
or the laws of descent and distribution, and is exercisable during
his lifetime only by him. Upon the death of an Optionee, the option
remains exercisable for a period of twenty-four months from the date
he ceased to be a Director or ten years from the date of grant,
whichever first occurs.
2. Mandatory Holding Period for Common Stock
Shares of common stock delivered by the Company upon the exercise of
an Option may not be sold by the Director or other Holder thereof
within the six (6) month period following the Grant Date of such
Option unless such a sale is consummated with the written consent of
the Compensation Committee.
3. Issuance of Shares
Shares which are subject to the Option shall be issued only upon the
exercise of the Option in whole or in part and in full payment of the
Option Price therefor as set forth above; provided, however, that if
at any time the Board of Directors shall determine, in its
discretion, that the listing registration or qualification of the
shares to be so issued upon any securities exchange or under any
state or federal law, or that the consent or approval of any
governmental authority, is necessary or desirable as a condition of,
or in connection with, the issuance of shares upon exercise of the
Option, then the Option may not be exercised in whole or in part
unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not
acceptable to the Board of Directors. The Option may not be
exercised other than in accordance with the provisions of all
applicable law and the Plan.
4. Applicable Law
The Option is a non-qualified option under the Internal Revenue Code
and is subject to the tax consequences resulting therefrom. This
option shall not be treated as an incentive stock option.
Date of Grant: August 18, 1994
IMC GLOBAL INC.
By:
Peter Hong
Treasurer
IMC GLOBAL INC.
2100 Sanders Road
Northbrook, Illinois 60062
December 16, 1994
IMC Global Inc.
2100 Sanders Road
Northbrook, Illinois 60062
Dear Sirs:
At the request of IMC Global Inc. (the "Company"), I have reviewed
such documents as I considered necessary for purposes of rendering this
opinion, including copies of resolutions of the Board of Directors of the
Company, a copy of the IMC Global Inc. 1994 Stock Option Plan for Non-
Employee Directors, as adopted by the Board of Directors of the Company on
August 18, 1994 and approved by stockholders of the Company on October 20,
1994 (the "Plan"), and the Form S-8 Registration Statement with which this
opinion is to be filed, which was prepared by Company counsel.
Based upon my examination of the foregoing and such other corporate
documents and proceedings as I have deemed relevant, it is my opinion that
the shares of Common Stock which are distributed by the Company under the
Plan, when distributed in accordance with the terms and provisions of the
Plan, are validly issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the
Company's Form S-8 Registration Statement. I also consent to the use of
my name under the caption "Interests of Named Experts and Counsel" in said
Registration Statement.
Very truly yours,
MARSCHALL I. SMITH
By
Marschall I. Smith
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the IMC Global Inc. 1994 Stock Option Plan for
Non-Employee Directors of our report dated July 28, 1994, with respect to
the consolidated financial statements and schedules of IMC Global Inc.
included in its Annual Report (Form 10-K) for the year ended June 30,
1994, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Chicago, Illinois
December 13, 1994
Docket No. 1205
