PHARMACIA & UPJOHN INC
S-8 POS, 2000-05-05
PHARMACEUTICAL PREPARATIONS
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<PAGE>   1



       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 2000


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        POST EFFECTIVE AMENDMENT NO. 1 TO
                                    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.)
     Incorporation or Organization)

           100 ROUTE 206 NORTH                           07977
           PEAPACK, NEW JERSEY                        (Zip Code)
(Address of principal executive offices)

                      MANAGEMENT INCENTIVE PROGRAM OF 1982
                      MANAGEMENT INCENTIVE PROGRAM OF 1987
                      MANAGEMENT INCENTIVE PROGRAM OF 1992
                            (Full title of the plans)

                              DON W. SCHMITZ, ESQ.
                          VICE PRESIDENT AND SECRETARY
                            PHARMACIA & UPJOHN, INC.
                               100 ROUTE 206 NORTH
                            PEAPACK, NEW JERSEY 07977
                     (Name and address of agent for service)
                                 (908) 901-8000
          (Telephone number, including area code, of agent for service)



- --------------------------------------------------------------------------------



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                       DEREGISTRATION OF UNSOLD SECURITIES


     The Registration Statement on Form S-8 (Registration No. 033-63903) (the
"Registration Statement") of Pharmacia & Upjohn, Inc. ("P&U") pertaining to
15,757,512 shares of common stock of P&U to which this Post-Effective Amendment
No. 1 relates, became effective on November 2, 1995.

     In accordance with an undertaking made by P&U in the Registration Statement
to remove from registration, by means of a post-effective amendment, any of the
securities which remain unsold at the termination of the offering, P&U hereby
removes from registration the securities of P&U registered but unsold under the
Registration Statement.


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                                   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 Post Effective
Amendment No. 1 to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Peapack, State of New Jersey, on May
5, 2000.

                                   PHARMACIA & UPJOHN, INC.


                                   By:    /s/ Fred Hassan
                                          ----------------------------------
                                   Name:  Fred Hassan
                                   Title: President and Chief Executive
                                          Officer

     Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment No. 1 to this Registration Statement has been signed below
by or on behalf of the following persons in the capacities and on the dates
indicated.

<TABLE>
<CAPTION>


NAME                                      TITLE                                  DATE
<S>                                       <C>                                    <C>

/s/ Fred Hassan                           Director, President and Chief          May 5, 2000
- -----------------------------------
Fred Hassan                               Executive Officer

/s/ Christopher J. Coughlin               Director and Executive Vice            May 5, 2000
- -------------------------------------
Christopher J. Coughlin                   President
                                          (Principal Accounting and
                                          Financial Officer)

/s/ Richard T. Collier                    Director, Senior Vice President        May 5, 2000
- -------------------------------------
Richard Collier                           and Assistant Secretary



</TABLE>


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