<PAGE>
As filed with the Securities and Exchange Commission on April 20, 1999
Registration No. 333-**
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------------
PHARMACIA & UPJOHN, INC.
(Exact name of company as specified in its charter)
Delaware 98-0155411
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporporation or Organization)
95 Corporate Drive
Bridgewater, New Jersey 08807-0995
(Address of principal executive offices) (Zip Code)
Pharmacia & Upjohn, Inc.
Long Term Incentive Plan
(Full title of the plan)
Don W. Schmitz
Vice President, Associate General Counsel &
Corporate Secretary
Pharmacia & Upjohn, Inc.
95 Corporate Drive
Bridgewater, New Jersey 08807-0995
(Name and address of agent for service)
(908) 306-4400
(Telephone number, including area code, of agent for service)
---------------------------
Copy of all communications to:
Robert J. Lichtenstein
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103-2921
(215) 963-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered (1) per share (2) offering price (2) registration fee (2) (3)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 40,000,000 $59.69 $2,387,600,000 $663,752.80
par value
===============================================================================================================================
</TABLE>
(1) This Registration Statement covers shares of Common Stock of Pharmacia
& Upjohn, Inc. which may be offered or sold pursuant to the Pharmacia &
Upjohn, Inc. Long term Incentive Plan. Pursuant to Rule 416 under the
Securities Act of 1933, as amended (the"Securities Act"), this
Registration Statement also covers such additional shares as may
hereinafter be offered or issued to prevent dilution resulting from
stock splits, stock dividends, recapitalizations or certain other
capital adjustments.
(2) Estimated pursuant to Paragraphs (c) and (h) of Rule 457 under the
Securities Act, solely for the purpose of calculating the registration
fee, based upon the average of the high and low sales prices of shares
of the Company's Common Stock on April 15, 1999, as reported on the New
York Stock Exchange.
(3) The registration fee of $663,752.80 is included in a wire of
$668,150.17 from the Company.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS
Item 3. Incorporation of Documents by Reference.
The following documents filed with the U.S. Securities and
Exchange Commission (the "Commission") by Pharmacia & Upjohn, Inc. (the
"Company") (File No. 1-11557) pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated by reference in this Form S-8
Registration Statement (the "Registration Statement") and made a part hereof:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1998 (the "1998 10-K"); and
2. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed on October 24, 1995.
All documents and reports filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents or reports. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified shall not be deemed to
constitute a part of the Registration Statement except as so modified and any
statement so superseded shall not be deemed to constitute a part of this
Registration Statement.
Independent Public Accountants
The consolidated balance sheets of the Company as of December 31,
1998 and 1997, and the consolidated statements of earnings, shareholders' equity
and cash flows for each of the three years in the period ended December 31,
1998, which have been incorporated by reference in this Prospectus, have been
included and incorporated by reference herein in reliance on the report of
PricewaterhouseCoopers LLP, independent public accountants, given on the
authority of that firm as experts in auditing and accounting.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Not Applicable
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Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a
court to award, or a corporation's board of directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act. The
Company's Certificate of Incorporation and By-laws provide for indemnification
of its directors, officers, employees and other agents to the maximum extent
permitted by the Delaware General Corporation Law. In addition, the Company has
entered into Indemnification Agreements with its executive officers and
directors. The Company has also purchased and maintained insurance for its
officers, directors, employees or agents against liabilities which an officer, a
director, an employee or an agent may incur in his capacity as such.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
Exhibit
Numbers Exhibit
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4 Restated Certificate of Incorporation and Restated By-laws of
Pharmacia & Upjohn, Inc. (incorporated by reference to Exhibits 4.1
and 4.2 to Pharmacia & Upjohn, Inc.'s Registration Statement on
Form S-8 filed May 3, 1996)
5.1 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included as part of
Exhibit 5.1)
24 Power of Attorney (included as part of the signature page)
99.1 Pharmacia & Upjohn, Inc. Long Term Incentive Plan (incorporated
by reference to Exhibit 10(g) to Pharmacia & Upjohn, Inc.'s Form 10-K
for the year ended December 31, 1997)
Item 9. Undertakings.
The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
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<PAGE>
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the information required to be
included in a post-effective amendment by those subparagraphs is
contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain
unsold at the termination of the offering.
The undersigned company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this Registration Statement shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Bridgewater, State of New Jersey on this 20th day of April, 1999.
PHARMACIA & UPJOHN, INC.
By: /s/ Fred Hassan
---------------------------------------------
Name: Fred Hassan
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by or on behalf of the following persons in the
capacities and on the dates indicated.
Each person, in so signing, also makes, constitutes and appoints Fred
Hassan, Christopher Coughlin and Richard Collier, and each such officer acting
singly, his true and lawful attorney-in-fact, in his name, place and stead to
execute and cause to be filed with the Securities and Exchange Commission any or
all amendments to this Registration Statement, with all exhibits and any and all
documents required to be filed with respect thereto, and to do and perform each
and every act and thing necessary to effectuate the same.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ Fred Hassan President and Chief Executive April 20, 1999
- ---------------------------- Officer
Fred Hassan
/s/ Christopher Coughlin Executive Vice President and April 20, 1999
- ---------------------------- Chief Financial Officer
Christopher Coughlin (Principal Financial Officer)
/s/ Robert Thompson Senior Vice President (Principal April 20, 1999
- ---------------------------- Accounting Officer)
Robert Thompson
/s/ Richard H. Brown Director April 20, 1999
- ----------------------------
Richard H. Brown
Director April __, 1999
- ----------------------------
Frank C. Carlucci
/s/ Gustaf A.S. Douglas Director April 20, 1999
- ----------------------------
Gustaf A.S. Douglas
/s/ M. Kathryn Eickhoff Director April 20, 1999
- ----------------------------
M. Kathryn Eickhoff
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ J. Soren Gyll Director April 20, 1999
- ----------------------------
J. Soren Gyll
/s/ R.L. Berthold Lindquist Director April 20, 1999
- ----------------------------
R.L. Berthold Lindquist
/s/ Olf G. Lund Director April 20, 1999
- ----------------------------
Olf G. Lund
/s/ C. Steven McMillan Director April 20, 1999
- ----------------------------
C. Steven McMillan
/s/ William U. Parfet Director April 20, 1999
- ----------------------------
William U. Parfet
/s/ Ulla B. Reinius Director April 20, 1999
- ----------------------------
Ulla B. Reinius
/s/ Bengt Samuelsson Director April 20, 1999
- ----------------------------
Bengt Samuelsson
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
Exhibit
Numbers Exhibit
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4 Restated Certificate of Incorporation and Restated By-laws of
Pharmacia & Upjohn, Inc. (incorporated by reference to Exhibits 4.1
and 4.2 to Pharmacia & Upjohn, Inc.'s Registration Statement of
Form S-8 filed May 3, 1996)
5.1 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included as part of
Exhibit 5.1)
24 Power of Attorney (included as part of the signature page)
99.1 Pharmacia & Upjohn, Inc. Long Term Incentive Plan (incorporated
by reference to Exhibit 10(g) to Pharmacia & Upjohn, Inc.'s Form 10-K
for the year ended December 31, 1997)
<PAGE>
EXHIBIT 5.1
April 20, 1999
Pharmacia & Upjohn, Inc.
95 Corporate Drive
Bridgewater, New Jersey 08807-0995
Ladies and Gentlemen:
We have acted as counsel to Pharmacia & Upjohn, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of a registration statement
on Form S-8 (the "Registration Statement") to be filed pursuant to the
Securities Act of 1933, as amended (the "Act") and relating to 40,000,000 shares
(the "Shares") of the Company's Common Stock, $0.01 par value per share (the
"Common Stock"). The Shares covered by this Registration Statement will be
issued pursuant to the Pharmacia & Upjohn, Inc. Long Term Incentive Plan (the
"Plan").
We have examined the Registration Statement and such corporate records, statutes
and other documents as we have deemed relevant in rendering this opinion. As to
matters of fact, we have relied on representations of officers of the Company.
In our examination, we have assumed the genuineness of documents submitted to us
as originals and the conformity with originals of documents submitted to us as
copies thereof.
Based on the foregoing, it is our opinion that Shares originally issued by the
Company to participants in the Plan will be, when issued in accordance with the
terms of the Plan, validly issued, fully paid and nonassessable.
The opinion set forth above is limited to the General Corporation Law of the
State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
Morgan Lewis & Bockius LLP
<PAGE>
EXHIBIT 23.1
Consent of Independent Public Accountants
We consent to the incorporation by reference in this registration statement on
Form S-8 pertaining to the Pharmacia & Upjohn, Inc. Long Term Incentive Plan of
our report dated February 10, 1999, on our audits of the consolidated financial
statements of Pharmacia & Upjohn, Inc. and its subsidiaries as of December 31,
1998 and 1997 and for each of the three years in the period ended December 31,
1998. We also consent to the reference to our firm under the caption
"Independent Public Accountants."
PRICEWATERHOUSECOOPERS LLP
Chicago, Illinois
April 20, 1999
