<PAGE>
As filed with the Securities and Exchange Commission on June 18, 1999
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.
1988 Stock Option and Award Plan, as Amended and Restated
(Full title of the plan)
J. Bradford James
Senior Vice President and Chief Financial Officer
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>
===============================================================================================
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be to be Offering Aggregate Registration Fee
Registered Registered Price Per Offering
Share Price
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 5,700,000 shares (2) $22 (3) $125,400,000 (3) $34,861.20 (3)
$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 the rights, if any, is reflected in the market price of the
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. 1988 Stock Option and Award Plan, as amended and restated,
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 June 14, 1999.
================================================================================
<PAGE>
Registration of Additional Securities
On January 12, 1996, IMC Global Inc., a Delaware corporation filed with the
Securities and Exchange Commission a Registration Statement on Form S-8
(Registration No. 333-00189) (the "Prior Registration Statement") in order to
register shares of its common stock, $1.00 par value per share (together with
the associated preferred stock purchase rights, the "IMC Stock") for issuance
under the IMC Global Inc. 1988 Stock Option and Award Plan, as amended and
restated (the "Plan"). The Plan was filed as an exhibit to and is incorporated
by reference into this registration statement.
In accordance with General Instruction E to Form S-8, this Registration
Statement is being filed in order to register additional shares of IMC Stock for
issuance under the Plan. The contents of the Prior Registration Statement,
which became effective on January 12, 1996, are incorporated by reference into
this registration statement.
The required opinion and consents are listed on the attached Exhibit Index.
<PAGE>
SIGNATURES
The Registrant. 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 the City of Northbrook, State of Illinois on this 16th day
of June, 1999.
IMC GLOBAL INC.
By: /s/ J. Bradford James
--------------------------------
J. Bradford James
Senior Vice President and Chief Financial Officer
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 16th day of June, 1999.
Signature Title
--------- -----
* Chairman and Chief Executive Officer
- -----------------------------
Robert E. Fowler, Jr. (principal executive officer)
* President, Chief Operating Officer
- -----------------------------
Douglas A. Pertz and Director (principal operating officer)
* Senior Vice President and Chief Financial
- -----------------------------
J. Bradford James Officer (principal financial officer)
* Vice President and Controller
- -----------------------------
Anne M. Scavone (principal accounting officer)
* Director
- -----------------------------
Raymond F. Bentele
* Director
- -----------------------------
Rod F. Dammeyer
* Director
- -----------------------------
James M. Davidson, Ph.D.
<PAGE>
* Director
- -----------------------------------------
Harold H. MacKay
* Director
- -----------------------------------------
David B. Mathis
* Director
- -----------------------------------------
Donald F. Mazankowski
* Director
- -----------------------------------------
Joseph P. Sullivan
* Director
- -----------------------------------------
Richard L. Thomas
/s/ Rose Marie Williams
- -----------------------------------------
*By Rose Marie Williams, Attorney-in-fact
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
No. Description
- --- -----------
5 Opinion of Phillip Gordon, 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 Phillip Gordon (contained in Exhibit 5).
24 Powers of Attorney.
<PAGE>
EXHIBIT 5
Phillip Gordon
IMC Global Inc.
2100 Sanders Road
Northbrook, Illinois 60062
June 16, 1999
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 5,700,000 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. 1988 Stock Option and Award Plan, as amended and restated effective October
19, 1995 (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 Agreement and (iii) the associated Share shall have been duly issued as
set forth in paragraph 2.
<PAGE>
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/ Phillip Gordon
______________________________
Phillip Gordon
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the IMC Global Inc. Amended and Restated 1988 Stock
Option and Award Plan of our report dated January 28, 1999 with respect to the
consolidated financial statements of IMC Global Inc. incorporated by reference
in its Annual Report on Form 10-K for the year ended December 31, 1998.
/s/ Ernst & Young LLP
- ---------------------
ERNST & YOUNG LLP
Chicago, Illinois
June 14, 1999
<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., J. Bradford James and Rose Marie Williams 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, a registration statement on Form S-
8 (the "Registration Statement") to increase the amount of shares available for
issuance under the IMC Global Inc. 1988 Stock Option and Award Plan and to
execute and deliver any and all amendments to the Registration Statement 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 unto such attorney 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 27th day of April, 1999.
/s/ Robert E. Fowler, Jr.
- ---------------------------------
Robert E. Fowler, Jr.
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., J. Bradford James and Rose Marie Williams 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, a registration statement on Form S-
8 (the "Registration Statement") to increase the amount of shares available for
issuance under the IMC Global Inc. 1988 Stock Option and Award Plan and to
execute and deliver any and all amendments to the Registration Statement 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 unto such attorney 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 27th day of April, 1999.
/s/ Douglas A. Pertz
- --------------------------
Douglas A. Pertz
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., J. Bradford James and Rose Marie Williams 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, a registration statement on Form S-
8 (the "Registration Statement") to increase the amount of shares available for
issuance under the IMC Global Inc. 1988 Stock Option and Award Plan and to
execute and deliver any and all amendments to the Registration Statement 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 unto such attorney 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 27th day of April, 1999.
/s/ J. Bradford James
- ----------------------------
J. Bradford James
<PAGE>
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., J. Bradford James and Rose Marie Williams 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, a registration statement on Form S-
8 (the "Registration Statement") to increase the amount of shares available for
issuance under the IMC Global Inc. 1988 Stock Option and Award Plan and to
execute and deliver any and all amendments to the Registration Statement 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 unto such attorney 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 27th day of April, 1999.
/s/ Anne M. Scavone
- --------------------------
Anne M. Scavone
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., J. Bradford James and Rose Marie Williams 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, a registration statement on Form S-
8 (the "Registration Statement") to increase the amount of shares available for
issuance under the IMC Global Inc. 1988 Stock Option and Award Plan and to
execute and deliver any and all amendments to the Registration Statement 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 unto such attorney 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 27th day of April, 1999.
/s/ Raymond F. Bentele
- -----------------------------
Raymond F. Bentele
<PAGE>
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., J. Bradford James and Rose Marie Williams 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, a registration statement on Form S-
8 (the "Registration Statement") to increase the amount of shares available for
issuance under the IMC Global Inc. 1988 Stock Option and Award Plan and to
execute and deliver any and all amendments to the Registration Statement 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 unto such attorney 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 27th day of April, 1999.
/s/ Rod F. Dammeyer
- --------------------------
Rod F. Dammeyer
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., J. Bradford James and Rose Marie Williams 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, a registration statement on Form S-
8 (the "Registration Statement") to increase the amount of shares available for
issuance under the IMC Global Inc. 1988 Stock Option and Award Plan and to
execute and deliver any and all amendments to the Registration Statement 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 unto such attorney 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 27th day of April, 1999.
/s/ James M. Davidson
- -----------------------
James M. Davidson
<PAGE>
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., J. Bradford James and Rose Marie Williams 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, a registration statement on Form S-
8 (the "Registration Statement") to increase the amount of shares available for
issuance under the IMC Global Inc. 1988 Stock Option and Award Plan and to
execute and deliver any and all amendments to the Registration Statement 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 unto such attorney 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 27th day of April, 1999.
/s/ Harold H. MacKay
- --------------------------
Harold H. MacKay
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., J. Bradford James and Rose Marie Williams 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, a registration statement on Form S-
8 (the "Registration Statement") to increase the amount of shares available for
issuance under the IMC Global Inc. 1988 Stock Option and Award Plan and to
execute and deliver any and all amendments to the Registration Statement 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 unto such attorney 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 27th day of April, 1999.
/s/ David B. Mathis
- -------------------------
David B. Mathis
<PAGE>
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., J. Bradford James and Rose Marie Williams 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, a registration statement on Form S-
8 (the "Registration Statement") to increase the amount of shares available for
issuance under the IMC Global Inc. 1988 Stock Option and Award Plan and to
execute and deliver any and all amendments to the Registration Statement 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 unto such attorney 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 27th day of April, 1999.
/s/ Donald F. Mazankowski
- ---------------------------------
Donald F. Mazankowski
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., J. Bradford James and Rose Marie Williams 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, a registration statement on Form S-
8 (the "Registration Statement") to increase the amount of shares available for
issuance under the IMC Global Inc. 1988 Stock Option and Award Plan and to
execute and deliver any and all amendments to the Registration Statement 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 unto such attorney 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 27th day of April, 1999.
/s/ Joseph P. Sullivan
- ----------------------------
Joseph P. Sullivan
<PAGE>
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., J. Bradford James and Rose Marie Williams 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, a registration statement on Form S-
8 (the "Registration Statement") to increase the amount of shares available for
issuance under the IMC Global Inc. 1988 Stock Option and Award Plan and to
execute and deliver any and all amendments to the Registration Statement 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 unto such attorney 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 27th day of April, 1999.
/s/ Richard L. Thomas
- ----------------------------
Richard L. Thomas
