<PAGE>
As filed with the Securities and Exchange Commission on August 31, 1998
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 of (I.R.S. Employer Identification No.)
incorporation or organization)
2100 SANDERS ROAD 60062
NORTHBROOK, ILLINOIS (Zip Code)
(Address of principal executive offices)
IMC GLOBAL INC.
1998 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
MARSCHALL I. SMITH
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
IMC GLOBAL INC.
2100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
(847) 272-9200
(Name, address, and telephone number,
including area code, of agent for service)
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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- --------------------------------------------------------------------------------
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be to be Offering Aggregate Registration
Registered Registered Price Per Offering Fee
Share Price
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<S> <C> <C> <C> <C>
Common Stock, 270,000 shares(2) $18.9375(3) $5,113,125(3) $1, 508.38
$1.00 par value(1)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
(1) Rights to purchase 1/200 of a share of Series C Junior Participating
Preferred Stock, par value $1.00 per share, initially are attached to
and trade with the shares of Common Stock being registered hereby.
The value attributable to such Rights, if any, is reflected in the
market price of such Common Stock.
(2) This registration statement also covers such additional and
indeterminate number of shares as may become issuable because of the
provisions of the IMC Global Inc. Stock Option Plan for Non-Employee
Directors relating to adjustments for changes resulting from a stock
dividend, spin-off, split-up, recapitalization, merger, consolidation,
combination or exchange of shares, or similar change.
(3) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the
average of the high and low sale prices of the Common Stock reported on
the New York Stock Exchange on August 26, 1998.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
IMC Global Inc., a Delaware corporation (the "Company"), is filing
this registration statement on Form S-8 (this "Registration Statement") in
order to register 270,000 shares of the Company's common stock, par value
$1.00 per share (the "Common Stock"), for issuance under the IMC Global Inc.
1998 Stock Option Plan for Non-Employee Directors (the "1998 Plan").
The 1998 Plan replaces the IMC Global Inc. 1994 Stock Option Plan
for Non-Employee Directors (the "1994 Plan"). The Company's Registration
Statement on Form S-8 (Registration No. 33-56911) dated December 16, 1994
(the "1994 S-8"), which registered the Common Stock for issuance under the
1994 Plan, will be amended by Post-Effective Amendment No. 1 to the 1994 S-8
(the "Amendment") to indicate that no additional shares of Common Stock will
be issued under the 1994 Plan.
As of the date hereof, 130,000 shares of Common Stock which were
registered under the 1994 S-8 have not been issued. Pursuant to General
Instruction E to Form S-8, these 130,000 registered but unissued shares (the
"Previously Registered Shares") of Common Stock will be carried forward to
this Registration Statement and will be issuable under the 1998 Plan upon the
effectiveness of the Amendment. In connection with the registration of the
Previously Registered Shares, the Company paid a filing fee of $853.13.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by the Company are incorporated herein
by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended June 30, 1998 and March 31, 1998, the Company's Current
Reports on Form 8-K dated December 22, 1997, January 14, 1998 and
April 1, 1998 and the Company's Current Report on form 8-K/A
which was filed with the Commission on June 15, 1998;
(c) The description of the Common Stock, which is contained in the
Company's Registration Statement on Form 8-A/A-1 (Commission File
No. 1-09759) filed January 12, 1996 under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including any subsequent amendment or any report filed for the
purpose of updating such description; and
(d) The description of the Rights to purchase 1/200 of a share of
Series C Junior participating Preferred Stock, par value $1.50
per share (the "Rights"), which is contained in the Company's
Registration Statement on Form 8-A (Commission File No. 1-09759)
filed June 23, 1989, as amended by Forms 8-A/A dated September 7,
1995 and January 12, 1996.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of
this Registration Statement and prior to the filing of 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 into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document 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 Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's charter and by-laws provide for indemnification of
the Company's directors and officers for liabilities and expenses that they
may incur in such capacities. In general, directors and officers are
indemnified with respect to actions taken in good faith in a manner
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that
the indemnitee had no reasonable cause to believe were unlawful. Reference
is made to the Company's charter incorporated by reference as set forth below
as Exhibits 4.1, 4.2, 4.3 and 4.4 hereto, and by-laws set forth below as
Exhibit 4.5 hereto.
Section 145 of the General Corporation Law of the State of Delaware
gives corporations the power to indemnify directors and officers under certain
circumstances. In addition, under Section 145, where a director or officer is
successful on the merits or otherwise in the defense of any action, or any
claim, issue or matter therein, the corporation must indemnify such director or
officer against expenses actually and reasonably incurred.
The Company also maintains directors and officers liability and
corporate reimbursement insurance which provides for coverage against loss
arising from claims made against directors and officers in their capacity as
such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<S> <C>
4.1 Restated Certificate of Incorporation, as amended
(incorporated by reference to Exhibit 3.1 to the Company's
Current Report on Form 8-K dated October 21, 1994).
4.2 Certificate of Amendment to Restated Certificate of
Incorporation, dated October 20, 1994 (incorporated by
reference to Exhibit 3.2 to the Company's Annual Report on
Form 10-K dated September 24, 1997).
4.3 Certificate of Amendment to Restated Certificate of
Incorporation, dated October 23, 1995 (incorporated by
reference to Exhibit 3.2 to the Company's Registration
Statement on Form 8-A/A-1 (Commission File No. 1-09759) dated
January 12, 1996).
4.4 Certificate of Amendment to Restated Certificate of
Incorporation, dated March 1, 1996 (incorporated by reference
to Exhibit 4.4 to the Company's Post-Effective Amendment No. 1
on Form S-B to Form S-4 (Registration No. 333-0439) dated
March 1, 1996).
4.5 By-laws of the Company (incorporated by reference to Exhibit
4.5 to the Company's Registration Statement on Form S-4
(Registration No. 333-40377) dated November 17, 1997).
II-2
<PAGE>
4.6 Rights Agreement, dated June 21, 1989, between the Company and
The First National Bank of Chicago, as Rights Agent
(incorporated by reference to Exhibit 10.35 to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30,
1989).
4.7 Amendment to Rights Agreement, effective as of April 29, 1993
(incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form 8-A/A-1 (Commission File No. 1-09759)
dated January 12, 1996).
4.8 Amendment to Rights Agreement, dated August 17, 1995
(incorporated by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A/A (Commission File No. 1-09759)
dated September 7, 1995).
*4.9 IMC Global Inc. 1998 Stock Option Plan for Non-Employee
Directors.
*5 Opinion of Marschall I. Smith, Esq., Senior Vice President and
General Counsel of the Company, as to the legality of the
securities being registered.
*23.1 Consent of Ernst & Young LLP.
*23.2 Consent of PricewaterhouseCoopers LLP.
*23.3 Consent of Marschall I. Smith (contained in Exhibit 5).
*24 Form of Power of Attorney.
</TABLE>
- -----------------
* Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The Company 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;
(ii) To reflect in the prospectus any facts 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
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 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 a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in this Registration Statement;
(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 (a)(1)(i) and (a)(1)(ii) do not apply if this
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs 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 this Registration Statement.
II-3
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 remained unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 of
1933 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 of 1933 and will be
governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
THE REGISTRANT. 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 the City of Northbrook, State of Illinois on
this 31st day of August, 1998.
IMC GLOBAL INC.
By: /s/ MARSCHALL I. SMITH
----------------------------------
Marschall I. Smith
Senior Vice President and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on this 31st day of August, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Chief Executive Officer, President and Director
Robert E. Fowler, Jr. (principal executive and operating officer)
* Senior Vice President
- -------------------------- (principal financial officer)
J. Bradford James
* Vice President and Controller
- -------------------------- (principal accounting officer)
Anne M. Scavone
* Director
- --------------------------
Raymond F. Bentele
* Director
- --------------------------
Wendell F. Beuche
II-5
<PAGE>
* Director
- --------------------------
Robert W. Bruce III
* Director
- --------------------------
Rod F. Dammeyer
* Director
- --------------------------
James M. Davidson, Ph.D.
* Director
- --------------------------
Rene L. Latiolais
* Director
- --------------------------
Harold H. MacKay
* Director
- --------------------------
David B. Mathis
* Director
- --------------------------
Donald F. Mazankowski
* Director
- --------------------------
Joseph P. Sullivan
* Director
- --------------------------
Richard L. Thomas
* Director
- --------------------------
Billie B. Turner
</TABLE>
/s/ MARSCHALL I. SMITH
- ----------------------------------------
*By Marschall I. Smith, Attorney-in-fact
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
4.1 Restated Certificate of Incorporation, as amended
(incorporated by reference to Exhibit 3.1 to the Company's
Current Report on Form 8-K dated October 21, 1994).
4.2 Certificate of Amendment to Restated Certificate of
Incorporation, dated October 20, 1994 (incorporated by
reference to Exhibit 3.2 to the Company's Annual Report on
Form 10-K dated September 24, 1997).
4.3 Certificate of Amendment to Restated Certificate of
Incorporation, dated October 23, 1995 (incorporated by
reference to Exhibit 3.2 to the Company's Registration
Statement on Form 8-A/A-1 (Commission File No. 1-09759) dated
January 12, 1996).
4.4 Certificate of Amendment to Restated Certificate of
Incorporation, dated March 1, 1996 (incorporated by reference
to Exhibit 4.4 to the Company's Post-Effective Amendment No. 1
on Form S-B to Form S-4 (Registration No. 333-0439) dated
March 1, 1996).
4.5 By-laws of the Company (incorporated by reference to Exhibit
4.5 to the Company's Registration Statement on Form S-4
(Registration No. 333-40377) dated November 17, 1997).
4.6 Rights Agreement, dated June 21, 1989, between the Company and
The First National Bank of Chicago, as Rights Agent
(incorporated by reference to Exhibit 10.35 to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30,
1989).
4.7 Amendment to Rights Agreement, effective as of April 29, 1993
(incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form 8-A/A-1 (Commission File No. 1-09759) dated January 12, 1996).
4.8 Amendment to Rights Agreement, dated August 17, 1995
(incorporated by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A/A (Commission File No. 1-09759) dated September 7, 1995).
*4.9 IMC Global Inc. 1998 Stock Option Plan for Non-Employee
Directors.
*5 Opinion of Marschall I. Smith, Esq., Senior Vice President and
General Counsel of the Company, as to the legality of the
securities being registered.
*23.1 Consent of Ernst &Young LLP.
*23.2 Consent of PricewaterhouseCoopers LLP.
*23.3 Consent of Marschall I. Smith (contained in Exhibit 5).
*24 Form of Power of Attorney.
</TABLE>
- -----------------------
*Filed herewith
II-7
<PAGE>
EXHIBIT 4.9
IMC GLOBAL INC.
1998 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
I. INTRODUCTION
1.1 PURPOSES. The purposes of the IMC Global Inc. 1998 Stock
Option Plan for Non-Employee Directors (this "PLAN") are to (i) advance the
interests of IMC Global Inc. (the "COMPANY") by attracting and retaining
qualified persons who are not officers or employees of the Company or any
subsidiary of the Company for service as directors of the Company ("ELIGIBLE
DIRECTORS"), (ii) align the interests of the Eligible Directors and the
stockholders of the Company by increasing the proprietary interests of the
Eligible Directors in the Company's growth and success and (iii) provide
enhanced incentives to the Eligible Directors to act in the long-term best
interests of the Company and its stockholders.
1.2 ADMINISTRATION. This Plan shall be administered by a
committee (the "COMMITTEE") designated by the Board of Directors of the
Company (the "BOARD") consisting of two or more members of the Board. Each
member of the Committee shall be a "Non-Employee Director" within the meaning
of Rule 16b-3 under the Securities Exchange Act of 1934, as amended. The
Committee shall, subject to the terms of this Plan, interpret this Plan and
the application thereof and establish rules and regulations it deems
necessary or desirable for the administration of this Plan. All such
interpretations, rules and regulations shall be final, binding and
conclusive. Each option shall be evidenced by a written agreement (an
"AGREEMENT") between the Company and the optionee setting forth the terms and
conditions of such option.
No member of the Board or the Committee shall be liable for any
act, omission, interpretation, construction or determination made in
connection with this Plan in good faith, and the members of the Board and the
Committee shall be entitled to indemnification and reimbursement by the
Company in respect of any claim, loss, damage or expense (including
attorneys' fees) arising therefrom to the full extent permitted by law and
under any directors' and officers' liability insurance that may be in effect
from time to time.
A majority of the Committee shall constitute a quorum. The acts of
the Committee shall be either (i) acts of a majority of the members of the
Committee present at a meeting at which a quorum is present or (ii) acts
approved in writing by all of the members of the Committee without a meeting.
<PAGE>
1.3 SHARES AVAILABLE. Subject to adjustment as provided in
Section 3.6, 270,000 shares of common stock, par value $1.00 per share, of
the Company ("COMMON STOCK") plus the number of shares of Common Stock
available for issuance under the IMC Global Inc. 1994 Stock Option Plan for
Non-Employee Directors, shall be available for grants of options under this
Plan, reduced by the sum of the aggregate number of shares of Common Stock
which become subject to outstanding options. To the extent that shares of
Common Stock subject to an outstanding option are not issued or delivered by
reason of the expiration, termination, cancellation or forfeiture of such
option (other than by reason of the delivery or withholding of shares of
Common Stock to pay all or a portion of the exercise price of such option),
such shares of Common Stock shall again be available under this Plan. Shares
of Common Stock shall be made available from authorized and unissued shares
of Common Stock, or authorized and issued shares of Common Stock reacquired
and held as treasury shares or otherwise, or a combination thereof.
II. STOCK OPTIONS
2.1 GRANTS. On the date of each annual meeting of stockholders of
the Company, commencing with the annual meeting of stockholders of the
Company to be held in 1998, each person who is an Eligible Director
immediately after such annual meeting of stockholders shall be granted an
option to purchase 2,500 shares of Common Stock. If a person is first
elected or begins to serve as an Eligible Director (other than by reason of
termination of employment with the Company or a subsidiary of the Company) on
a date other than the date of an annual meeting of stockholders of the
Company, such Eligible Director shall be granted an option to purchase a
number of shares of Common Stock equal to 2,500, prorated based on the period
of service until the date scheduled for the next annual meeting of
stockholders of the Company. Each option granted pursuant to this Plan shall
have an exercise price per share equal to the Fair Market Value of a share of
Common Stock on the date of grant of such option. "FAIR MARKET VALUE" shall
mean the closing transaction price of a share of Common Stock as reported in
New York Stock Exchange Composite Transactions, on the date as of which such
value is being determined or, if there shall be no reported transaction on
such date, on the next preceding date for which a transaction was reported;
provided, however, that Fair Market Value may be determined by the Committee
by whatever means or method as the Committee, in the good faith exercise of
its discretion, shall at such time deem appropriate. All options granted
under this Plan shall constitute options which do not meet the requirements
of Section 422 of the Internal Revenue Code of 1986, as amended.
2.2 EXERCISES. Options granted under this Plan shall be
exercisable as follows:
(a) OPTION PERIOD AND EXERCISABILITY. Each option granted under
this Plan shall be fully exercisable on and after
-2-
<PAGE>
its date of grant in accordance with the terms of this Plan. Each option
granted under this Plan shall expire 10 years after its date of grant. An
exercisable option, or portion thereof, may be exercised in whole or in part
only with respect to whole shares of Common Stock.
(b) METHOD OF EXERCISE. An option may be exercised (i) by giving
written notice to the Company specifying the number of whole shares of Common
Stock to be purchased and accompanied by payment therefor in full (or
arrangement made for such payment to the Company's satisfaction) either (A)
in cash, (B) by delivery (either actual delivery or by attestation procedures
established by the Company) of previously owned whole shares of Common Stock
(which the optionee has held for at least six months prior to the delivery of
such shares or which the optionee purchased on the open market and in each
case for which the optionee has good title, free and clear of all liens and
encumbrances) having an aggregate Fair Market Value, determined as of the
date of exercise, equal to the aggregate purchase price payable by reason of
such exercise, (C) in cash by a broker-dealer acceptable to the Company to
whom the optionee has submitted an irrevocable notice of exercise or (D) a
combination of (A) and (B), in each case to the extent set forth in the
Agreement relating to the option and (ii) by executing such documents as the
Company may reasonably request. The Company shall have sole discretion to
disapprove of an election pursuant to any of clauses (B)-(D). Any fraction
of a share of Common Stock which would be required to pay such purchase price
shall be disregarded and the remaining amount due shall be paid in cash by
the optionee. No certificate representing Common Stock shall be delivered
until the full purchase price therefor has been paid (or arrangement made for
such payment to the Company's satisfaction).
(c) TERMINATION OF DIRECTORSHIP. If an optionee's service as a
director of the Company terminates for any reason, each option held by such
optionee may thereafter be exercised by such optionee (or such optionee's
legal representative or similar person) until and including the earlier to
occur of (i) the date which is two years after the effective date of such
optionee's termination of service as a director of the Company and (ii) the
expiration date of the term of such option; provided, however, that if such
optionee dies during such period following termination of service as a
director of the Company, such option may thereafter be exercised by such
optionee's executor, administrator, legal representative, beneficiary or
similar person until and including the earlier to occur of (i) the later of
(A) the date which is two years after the effective date of such optionee's
termination of service as a director of the Company and (B) the date which is
one year after the date of such death and (ii) the expiration date of the
term of such option.
-3-
<PAGE>
III. GENERAL
3.1 EFFECTIVE DATE AND TERM OF PLAN. This Plan shall be submitted
to the stockholders of the Company for approval and, if approved by the
affirmative vote of a majority of the shares of Common Stock present in
person or represented by proxy at the 1998 annual meeting of stockholders,
shall become effective on the date of such approval. No option may be
exercised prior to the date of such stockholder approval. In the event that
this Plan is not approved by the stockholders of the Company, this Plan and
any options granted hereunder shall be null and void. This Plan shall
terminate 10 years after its effective date unless terminated earlier by the
Board. Termination of this Plan shall not affect the terms or conditions of
any option granted prior to such termination.
3.2 AMENDMENT. The Board may amend this Plan as it shall deem
advisable, subject to any requirement of stockholder approval required by
applicable law, rule or regulation; provided, however, that no amendment
shall be made without stockholder approval if such amendment would (i)
increase the maximum number of shares of Common Stock available under this
Plan (subject to Section 3.6) or (ii) extend the term of this Plan. No
amendment may impair the rights of a holder of an outstanding option without
the consent of such holder.
3.3 AGREEMENT. No option shall be valid until an Agreement is
executed by the Company and the optionee and, upon execution by the Company
and the optionee and delivery of the Agreement to the Company, such option
shall be effective as of the effective date set forth in the Agreement.
3.4 TRANSFERABILITY. Unless otherwise specified in the Agreement
relating to an option, options granted hereunder may be transferable (i) by
will or the laws of descent and distribution, (ii) pursuant to beneficiary
designation procedures approved by the Company, (iii) pursuant to a domestic
relations order, (iv) to one or more family members of the optionee, (v) to a
trust or trusts for the exclusive benefit of the optionee and/or one or more
family members of the optionee, (vi) to a partnership in which the optionee
and/or one or more family members of the optionee are the only partners,
(vii) to a limited liability company in which the optionee and/or one or more
family members of the optionee are the only members, or (viii) to such other
persons or entities as may be specified in the Agreement relating to an
option or approved in writing by the Committee prior to such transfer.
Except to the extent permitted by the preceding sentence, each option may be
exercised during the optionee's lifetime only by the optionee or the
optionee's legal representative or similar person. Except as permitted by
the second preceding sentence, (i) no option granted hereunder shall be sold,
transferred, assigned, pledged, hypothecated, encumbered or otherwise
disposed of (whether by operation of law or otherwise) or be subject to
execution, attachment or similar
-4-
<PAGE>
process and (ii) upon any attempt to so sell, transfer, assign, pledge,
hypothecate, encumber or otherwise dispose of any option granted hereunder,
such option and all rights thereunder shall immediately become null and void.
3.5 RESTRICTIONS ON SHARES. Each option granted hereunder shall
be subject to the requirement that if at any time the Company determines that
the listing, registration or qualification of the shares of Common Stock
subject to such option upon any securities exchange or under any law, or the
consent or approval of any governmental body, or the taking of any other
action is necessary or desirable as a condition of, or in connection with,
the exercise of such option or the delivery of shares thereunder, such option
shall not be exercised and such shares shall not be delivered unless such
listing, registration, qualification, consent, approval or other action shall
have been effected or obtained, free of any conditions not acceptable to the
Company. The Company may require that certificates evidencing shares of
Common Stock delivered pursuant to any option hereunder bear a legend
indicating that the sale, transfer or other disposition thereof by the holder
is prohibited except in compliance with the Securities Act of 1933, as
amended, and the rules and regulations thereunder.
3.6 ADJUSTMENT. In the event of a stock split, stock dividend,
recapitalization, reorganization, merger, consolidation, combination,
exchange of shares, liquidation, spin-off or other similar change in
capitalization or event, or any distribution to holders of Common Stock other
than a regular cash dividend, the number and type of securities available
under this Plan, the number and type of securities subject to each
outstanding option, the purchase price per security and the number and type
of securities subject to each option to be granted pursuant to this Plan
shall be adjusted automatically without an increase in the aggregate purchase
price. In the event of a merger, consolidation, recapitalization or other
transaction pursuant to which the outstanding shares of Common Stock are
converted into securities or other property of the Company or of any other
entity involved in such transaction, each outstanding option shall be
converted automatically into an option to purchase, for each share of Common
Stock subject to such option, the number of securities or amount of other
property into which each outstanding share of Common Stock is so converted,
at a purchase price for such number of securities or such amount of other
property equal to the exercise price per share of Common Stock subject to
such option; provided, that if the outstanding shares of Common Stock are
converted into cash, each outstanding option shall be converted automatically
into the right to receive, for each share of Common Stock subject to such
option, an amount of cash equal to the cash into which each outstanding share
of Common Stock is so converted, minus the exercise price per share of Common
Stock subject to such option. If any adjustment would result in a fractional
security being (i) available under this Plan, such fractional security shall
be
-5-
<PAGE>
disregarded, or (ii) subject to an option under this Plan, the Company shall
pay the optionee, in connection with the first exercise of the option in
whole or in part occurring after such adjustment, an amount in cash
determined by multiplying (A) the fraction of such security (rounded to the
nearest hundredth) by (B) the excess, if any, of (x) the Fair Market Value on
the exercise date over (y) the exercise price of the option.
3.7 NO RIGHT TO CONTINUE AS A DIRECTOR. Neither the adoption of
this Plan nor the grant of any option hereunder shall (i) confer upon any
person any right to continue as a director of the Company or (ii) affect in
any manner the right of the Company or its stockholders to remove any person
as a director of the Company to the extent that such director may have been
removed if this Plan had not been adopted and no options had been granted
hereunder.
3.8 RIGHTS AS A STOCKHOLDER. No person shall have any rights as a
stockholder of the Company with respect to any shares of Common Stock which
are subject to an option granted hereunder until such person becomes a
stockholder of record with respect to such shares of Common Stock.
3.9 DESIGNATION OF BENEFICIARY. If permitted by the Company, an
optionee may file with the Committee a written designation of one or more
persons as such optionee's beneficiary or beneficiaries (both primary and
contingent) in the event of the optionee's death. To the extent an
outstanding option granted hereunder is exercisable, such beneficiary or
beneficiaries shall be entitled to exercise such option. Each beneficiary
designation shall become effective only when filed in writing with the
Committee during the optionee's lifetime on a form prescribed by the
Committee. The spouse of a married optionee domiciled in a community
property jurisdiction shall join in any designation of a beneficiary other
than such spouse. The filing with the Committee of a new beneficiary
designation shall cancel all previously filed beneficiary designations. If
an optionee fails to designate a beneficiary, or if all designated
beneficiaries of an optionee predecease the optionee, then each outstanding
option granted hereunder held by such optionee, to the extent exercisable,
may be exercised by such optionee's executor, administrator, legal
representative or similar person.
3.10 GOVERNING LAW. This Plan, each option granted hereunder and
its related Agreement, and all determinations made and actions taken pursuant
thereto, to the extent not otherwise governed by the laws of the United
States, shall be governed by the laws of the State of Delaware and construed
in accordance therewith without giving effect to principles of conflicts of
laws.
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<PAGE>
EXHIBIT 5
Marschall I. Smith
IMC Global Inc.
2100 Sanders Road
Northbrook, Illinois 60062
August 31, 1998
IMC Global Inc.
2100 Sanders Road
Northbrook, Illinois 60062
Re: Registration of Shares of Common Stock and
Associated Preferred Stock Purchase Rights
Ladies and Gentlemen:
I have acted as counsel to IMC Global Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"), of the Company's Registration
Statement on Form S-8 relating to the registration of shares of Common Stock,
$1.00 par value, of the Company (the "Shares"), together with the Preferred
Stock Purchase Rights (the "Rights") associated therewith, to be issued under
the IMC Global Inc. 1998 Stock Option Plan for Non-Employee Directors (the
"Plan"). The terms of the Rights are set forth in the Rights Agreement dated
as of June 21, 1989, as amended (the "Rights Agreement"), between the Company
and The First National Bank of Chicago, as Rights Agent.
Based on the foregoing, it is my opinion that:
1. The Company is duly incorporated and validly existing under
the laws of the State of Delaware.
2. Each Share issuable pursuant to the Plan will be legally
issued, fully paid and non-assessable when: (i) the Registration Statement
shall have become effective under the Securities Act and (ii) a certificate
representing such Share shall have been duly executed, countersigned and
registered and duly delivered upon receipt of the agreed consideration
therefor in accordance with the terms of the Plan.
3. Each Right associated with a Share will be legally issued
when: (i) the Registration Statement shall have become effective under the
Securities Act, (ii) such Right shall have been duly issued in accordance
with the terms of the Rights
<PAGE>
Agreement and (iii) the associated Share shall have been duly issued as set
forth in paragraph 2.
The foregoing opinions are limited to the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware. I express no opinion as to the application of the securities or
blue sky laws of the various states to the sale of the Shares.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to me included in or made part
of the Registration Statement described above and any related Prospectus.
Very truly yours,
/s/ Marschall I. Smith
-----------------------------------------
Marschall I. Smith
Senior Vice President,
and General Counsel
IMC Global Inc.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) and the related Prospectus pertaining to the
registration of IMC Global Inc. common stock for the IMC Global Inc. 1998
Stock Option Plan for Non-Employee Directors of our report dated January 26,
1998, with respect to the consolidated financial statements of IMC Global
Inc. included in its Annual Report (Form 10-K) for the year ended December
31, 1997, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Chicago, Illinois
September 1, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration
statement on Form S-8 and the related prospectus pertaining to the
registration of IMC Global Inc. common stock for the IMC Global Inc. 1998
Stock Option Plan for Non-Employee Directors of our report dated August 14,
1997, on our audits of the consolidated financial statements of Harris
Chemical Group, Inc. as of March 29, 1997 and March 30, 1996, and for the
years ended March 29, 1997, March 30, 1996 and March 25, 1995 which report
was included in IMC Global Inc.'s Form 8-K/A which was filed with the
Securities and Exchange Commission on June 15, 1998.
PRICEWATERHOUSECOOPERS LLP
Kansas City, Missouri
August 31, 1998
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a Director and/or Officer of IMC Global
Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints
Robert E. Fowler, Jr. and Marschall I. Smith his or her true and lawful
attorneys and agents, each with full power and authority (acting alone and
without the other) to execute and deliver in the name and on behalf of the
undersigned as such Director and/or Officer, (i) a Registration Statement on
Form S-8 under the Securities Exchange Act of 1934, as amended, relating to
the registration of shares of the common stock of the Company to be issued
pursuant to the IMC Global Inc. 1998 Stock Option Plan for Non-Employee
Directors and (ii) an amendment to the Company's Registration Statement on
Form S-8 (Registration No. 33-56911) indicating that no additional shares of
the common stock of the Company will be issued pursuant to the IMC Global
Inc. 1994 Stock Option Plan for Non-Employee Directors (collectively, the
"Registration Statements"), and to execute and deliver any and all amendments
to such Registration Statements for filing with the Securities and Exchange
Commission; and in connection with the foregoing, to do any and all acts and
things and execute any and all instruments which such attorneys and agents
may deem necessary or advisable to enable the Company to comply with the
securities laws of the United States. The undersigned hereby grants to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all that such
attorneys and agents may do or cause to be done by virtue of these presents.
Dated this ____ day of _____, 1998.
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[Name]
