-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CAkxja8UGViL6isOvakcISIcS7uhjXosv6cpQSP9RlfHIxmZOqks5hPKlCuidWE3 d+y7Me+GDcE47Yt22wfWHA== 0000899243-95-000899.txt : 19951222 0000899243-95-000899.hdr.sgml : 19951222 ACCESSION NUMBER: 0000899243-95-000899 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19951221 EFFECTIVENESS DATE: 19960109 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MISSISSIPPI CHEMICAL CORP /MS/ CENTRAL INDEX KEY: 0000066895 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 640292638 STATE OF INCORPORATION: MS FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-65209 FILM NUMBER: 95603184 BUSINESS ADDRESS: STREET 1: HIGHWAY 49 EAST CITY: YAZOO CITY STATE: MS ZIP: 39194 BUSINESS PHONE: 6017464131 MAIL ADDRESS: STREET 1: P O BOX 388 CITY: YAZOO CITY STATE: MS ZIP: 39194 FORMER COMPANY: FORMER CONFORMED NAME: MISSISSIPPI CHEMICAL CORP DATE OF NAME CHANGE: 19920703 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on December 21, 1995. Registration No. 33- =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MISSISSIPPI CHEMICAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) MISSISSIPPI 64-0292638 ----------- ---------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) P.O. BOX 388 YAZOO CITY, MISSISSIPPI 39194 (601) 746-4131 (Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices) _______________________ MISSISSIPPI CHEMICAL CORPORATION 1994 STOCK INCENTIVE PLAN; MISSISSIPPI CHEMICAL CORPORATION 1995 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS; AND MISSISSIPPI CHEMICAL CORPORATION 1995 RESTRICTED STOCK PURCHASE PLAN FOR NONEMPLOYEE DIRECTORS (Full Title of Plans) _______________________
ROBERT E. JONES COPY TO: VICE PRESIDENT AND GENERAL COUNSEL ALAN J. BOGDANOW, ESQ. MISSISSIPPI CHEMICAL CORPORATION HUGHES & LUCE, L.L.P. P.O. BOX 388 1717 MAIN STREET, SUITE 2800 YAZOO CITY, MISSISSIPPI 39194 DALLAS, TEXAS 75201 (Name, Address, and Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------- TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE - ------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value (including Rights to Purchase Preferred Stock(3)) 1,800,000 $23.00 $41,400,000 $14,276 - -------------------------------------------------------------------------------------------------------
(1) An indeterminate number of additional shares of Common Stock may be issued if the anti-dilution adjustment provisions of the plans become operative. (2) Estimated solely for the purpose of calculating the registration fee on the basis of the average of the high and low price paid per share of Common Stock, as reported on the Nasdaq National Market on December 18, 1995, in accordance with Rule 457(h) promulgated under the Securities Act of 1933, as amended. (3) Prior to the occurrence of certain events the Preferred Share Purchase Rights will not be traded separately from the Common Stock. Page 1 of 20 sequentially numbered pages. The Index to Exhibits is on page 7. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. ------------------------------------------------ The following documents heretofore filed with the Securities and Exchange Commission (the "Commission") by Mississippi Chemical Corporation (the "Registrant") are incorporated by reference in this Registration Statement: (a) Annual Report on Form 10-K for the fiscal year ended June 30, 1995, which contains audited financial statements of the Registrant for the Registrant's last completed fiscal year (the "1995 Form 10-K"). (b) All reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the 1995 Form 10-K. (c) The description of the Registrant's common stock, par value $.01 per share (the "Common Stock"), contained in the Registrant's Registration Statement on Form 8-A, dated June 1, 1994 (File Number 0-20411), including any amendment or report filed for the purpose of updating such description. (d) The description of the Registrant's Preferred Stock Purchase Rights contained in the Registrant's Registration Statement on Form 8-A, dated August 15, 1994 (File Number 2-7803), including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post- effective amendment to this Registration Statement which indicates that all of the shares of Common Stock offered have been sold or which deregisters all of such shares 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 (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 statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. -------------------------- Not applicable. II-1 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. --------------------------------------- Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. ------------------------------------------ Registrant's Articles of Incorporation contain provisions eliminating the personal liability of its directors for monetary damages resulting from breaches of their fiduciary duty to the extent permitted by the Mississippi Business Corporation Act. Each director will continue to be subject to liability for the amount of financial benefit received by a director to which he or she is not entitled, for any intentional infliction of harm on the Registrant or its shareholders, for improper distributions to shareholders and for intentional violations of criminal law. This provision does not affect a director's responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws. Registrant has obtained a directors' and officers' liability and corporation reimbursement policy which (subject to certain limits and deductibles) (i) insures officers and directors of the Registrant against loss arising from certain claims made against them by reason of their being such directors or officers, and (ii) insures the Registrant against loss which it may be required or permitted to pay as indemnification due its directors for certain claims. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. ------------------------------------ Not applicable. ITEM 8. EXHIBITS. --------- The Exhibits to this Registration Statement are listed in the Index to Exhibits on page II-6 of this Registration Statement, which Index is incorporated herein by reference. ITEM 9. UNDERTAKINGS. ------------- (a) The 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; (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, represent a fundamental change in the information set forth in the Registration Statement; II-2 (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 with or furnished to the Commission by the Registrant 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 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 remain unsold at the termination of the offering. (b) The Registrant hereby undertakes that for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 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 the 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 by the Registrant for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6, or otherwise, the Registrant 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 by the Registrant 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 Securities Act and will be governed by the final adjudication of such issue. II-3 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 Yazoo City, State of Mississippi, on December 21, 1995. MISSISSIPPI CHEMICAL CORPORATION By: /s/ Charles O. Dunn ------------------- Charles O. Dunn President, Chief Executive Officer and Director (Principal Executive Officer) POWER OF ATTORNEY We, the undersigned officers and directors of Mississippi Chemical Corporation, hereby severally constitute and appoint Charles O. Dunn and Robert E. Jones, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all amendments (including post-effective amendments) to the Registration Statement, and generally to do all things in our name and behalf in the capacities indicated below to enable Mississippi Chemical Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements to the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our attorneys, or any of them, to said Registration Statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature Title Date - ----------------------------------- --------------------------------- ----------------- /s/ Charles O. Dunn President, December 21, 1995 - ----------------------------------- Chief Executive Officer and Charles O. Dunn and Director (Principal Executive Officer) /s/ William F. Hawkins Senior Vice President-Finance and December 21, 1995 - ----------------------------------- Administration William F. Hawkins (Principal Financial Officer and Principal Accounting Officer)
II-4
/s/ Coley L. Bailey Chairman of the December 21, 1995 - ----------------------------------- Board of Directors Coley L. Bailey /s/ John Sharp Howie Vice Chairman of the December 21, 1995 - ----------------------------------- Board and Director John Sharp Howie /s/ John W. Anderson Director December 21, 1995 - ----------------------------------- John W. Anderson /s/ Frank R. Burnside, Jr. Director December 21, 1995 - ----------------------------------- Frank R. Burnside, Jr. /s/ Robert P. Dixon Director December 21, 1995 - ----------------------------------- Robert P. Dixon /s/ W. R. Dyess Director December 21, 1995 - ----------------------------------- W. R. Dyess /s/ Woods E. Eastland Director December 21, 1995 - ----------------------------------- Woods E. Eastland Director December 21, 1995 - ----------------------------------- G. David Jobe /s/ George Penick Director December 21, 1995 - ----------------------------------- George Penick /s/ David M. Ratcliffe Director December 21, 1995 - ----------------------------------- David M. Ratcliffe /s/ Wayne Thames Director December 21, 1995 - ----------------------------------- Wayne Thames
II-5 INDEX TO EXHIBITS
Sequentially Exhibit Number Exhibit Numbered Page - -------------------------------------------------------------------------------- 4.1 Shareholders Rights Plan, filed as Exhibit 1 to the Registrant's Registration Statement on Form 8-A dated August 15, 1994, Commission ___ File No. 2-7803, and incorporated herein by reference 4.2 Mississippi Chemical Corporation 1994 Stock Incentive Plan 8 4.3 Mississippi Chemical Corporation 1995 Stock Option Plan for 13 Nonemployee Directors 4.4 Mississippi Chemical Corporation 1995 Restricted Stock Purchase Plan 16 for Nonemployee Directors 5.1 Opinion of Hughes & Luce, L.L.P. 19 23.1 Consent of Hughes & Luce, L.L.P. (Contained in Exhibit 5.1) ___ 23.2 Consent of Arthur Andersen LLP 20 24.1 Power of Attorney (Contained at ___ page II-4)
II-6 EX-4.2 2 94 STOCK INCENTIVE PLAN EXHIBIT 4.2 MISSISSIPPI CHEMICAL CORPORATION 1994 STOCK INCENTIVE PLAN 1. Purpose. The purpose of the 1994 Stock Incentive Plan (the ``Plan'') is to enable Mississippi Chemical Corporation (the ``Company'') to offer officers and other key employees of the Company and its subsidiaries performance-based incentives and other equity interests in the Company, thereby attracting, retaining and rewarding such employees and strengthening the mutuality of interest between the employees and the Company's shareholders. 2. Administration. The Plan shall be administered by a committee (the ``Committee'') which shall be the Compensation Committee of the Board of Directors or another committee consisting of not less than two directors of the Company appointed by the Board of Directors, none of whom shall be eligible to participate in this Plan and all of whom shall qualify as disinterested persons within the meaning of Securities and Exchange Commission Regulation Section 240.16b-3 or any successor regulation. The Committee may delegate to the Chief Executive Officer of the Company the administration of benefits granted to non- officer participants. 3. Eligibility. Benefits under the Plan shall be granted only to officers and other key employees of the Company and its subsidiaries selected initially and from time to time thereafter by the Committee on the basis of the special importance of their services in the management, development and operation of the Company and its subsidiaries. For these purposes, any corporation, partnership or other entity in which the Company has a significant financial interest may qualify as a subsidiary. 4. Benefits. The benefits awarded under the Plan shall consist of (a) stock options, (b) stock appreciation rights, and (c) stock awards. 5. Shares Reserved. There is hereby reserved for issuance under the Plan an aggregate of 1,400,000 shares of common stock of the Company which may be authorized but unissued or treasury shares. All of such shares may, but need not, be issued pursuant to the exercise of incentive stock options. The maximum number of option shares which may be awarded to any participant in any fiscal year during the term of the Plan is 200,000 shares. No more than 160,000 shares may be issued as stock awards during the term of the Plan. If there is a lapse, expiration, termination or cancellation of any option prior to the issuance of shares thereunder, or if shares are issued and thereafter are reacquired by the Company pursuant to rights reserved upon issuance thereof, those shares may again be used for new awards under this Plan. 6. Stock Options. Stock options shall consist of options to purchase shares of common stock of the Company and shall be either incentive stock options or non-qualified stock options as determined by the Committee. The option price shall be not less than 100% of the fair market value of the shares on the date the option is granted and the price may be paid by check or, in the discretion of the Committee, by the delivery of shares of common stock of the Company then owned by the participant. A participant may also use cashless exercise as permitted under Federal Reserve Board's Regulation T to pay the option price. Stock options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at grant; provided, however, that no stock option shall be exercisable prior to six months after the option grant date nor later than ten years after the grant date. The aggregate fair market value (determined as of the time the option is granted) of the shares of common stock with respect to which incentive stock options are exercisable for the first time by a participant during any calendar year (under all option plans of the Company and its subsidiaries) shall not exceed $100,000. 7. Stock Appreciation Rights. Stock appreciation rights may be granted to the holder of any stock option granted hereunder and shall be subject to such terms and conditions consistent with the Plan as the Committee shall impose from time to time, including the following: (a) A stock appreciation right may be granted with respect to a stock option at the time of its grant or at any time thereafter up to six months prior to its expiration. (b) Stock appreciation rights will permit the holder to surrender any related stock option or portion thereof which is then exercisable and elect to receive in exchange therefor cash in an amount equal to: (i) The excess of the fair market value on the date of such election of one share of common stock over the option price, multiplied by (ii ) The number of shares covered by such option or portion thereof which is so surrendered. (c) The Committee shall have the discretion to satisfy a participant's right to receive the amount of cash determined under paragraph (b) hereof in whole or in part by the delivery of common stock of the Company valued as of the date of the participant's election. (d) In the event of the exercise of a stock appreciation right, the number of shares reserved for issuance hereunder shall be reduced by the number of shares covered by the stock option or portion thereof surrendered. 8. Stock Awards. Stock awards will consist of common stock transferred to participants without other payment therefor as additional compensation for their services to the Company or one of its subsidiaries. A stock award shall be subject to such terms and conditions as the Committee determines appropriate including, without limitation, restrictions on the sale or other disposition of such shares, the right of the Company to reacquire such shares upon termination of the participant's employment within specified periods and conditions requiring that the shares be earned in whole or in part upon the achievement of performance goals established by the Committee over a designated period of time. The goals established by the Committee may include earnings per share, total return on shareholder equity, or such other goals as may be established by the Committee in its discretion. 9. Non-transferability. Stock options and other benefits granted under this Plan shall not be transferable other than by will or the laws of descent and distribution and each stock option and stock appreciation right shall be exercisable during the participant's lifetime only by the participant or the participant's guardian or legal representative. 10. Change in Control. In the event of a change in control of the Company, all outstanding stock options and stock appreciation rights shall become immediately exercisable and all stock awards shall immediately vest with all performance goals deemed fully achieved. For these purposes, change in control shall mean the occurrence of any of the following events, as a result of one transaction or a series of transactions: (a) any ``person'' (as that term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding the Company, its affiliates and any qualified or non-qualified plan maintained by the Company or its affiliates) becomes the ``beneficial owner'' (as defined in Rule 13d-3 promulgated under such Act), directly or indirectly, of securities of the Company representing more than 20% of the combined voting power of the Company's then outstanding securities; (b) individuals who constitute a majority of the Board of Directors of the Company immediately prior to a contested election for positions on the Board cease to constitute a majority as a result of such contested election; (c) the Company is combined (by merger, share exchange, consolidation, or otherwise) with another corporation and as a result of such combination, less than 75% of the outstanding securities of the surviving or resulting corporation are owned in the aggregate by the former shareholders of the Company; or (d) the Company sells, leases, or otherwise transfers all or substantially all of its properties or assets to another person or entity. 11. Other Provisions. The award of any benefit under the Plan may also be subject to other provisions (whether or not applicable to the benefit awarded to any other participant) as the Committee determines appropriate, including such provisions as may be required to comply with federal or state securities laws and stock exchange requirements and understandings or conditions as to the participant's employment. 12. Fair Market Value. The fair market value of the Company's common stock at any time shall be determined in such manner as the Committee may deem equitable or as required by applicable law or regulation. 13. Adjustment Provisions. (a) If the Company shall at any time change the number of issued shares of common stock without new consideration to the Company (such as by stock dividend or stock split), the total number of shares reserved for issuance under this Plan and the number of shares covered by each outstanding benefit shall be adjusted so that the aggregate consideration payable to the Company, if any, shall not be changed. (b) Notwithstanding any other provision of this Plan, and without affecting the number of shares reserved or available hereunder, the Board of Directors may authorize the issuance or assumption of benefits in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate. (c) In the event of any merger, consolidation or reorganization of the Company with any other corporation, there shall be substituted, on an equitable basis as determined by the Committee, for each share of common stock then reserved for issuance under the Plan and for each share of common stock then subject to a benefit granted under the Plan, the number and kind of shares of stock, other securities, cash or other property to which holders of common stock of the Company will be entitled pursuant to the transaction. 14. Taxes. The Company shall be entitled to withhold the amount of any tax attributable to any shares deliverable under the Plan after giving the person entitled to receive the shares notice as far in advance as practicable and the Company may defer making delivery as to any benefit if any such tax is payable until indemnified to its satisfaction. The Committee may, in its discretion and subject to rules which it may adopt, permit a participant to pay all or a portion of the taxes arising in connection with any benefit under the Plan by electing to have the Company withhold shares of common stock from the shares otherwise deliverable to the participant, having a fair market value equal to the amount to be withheld. 15. Term of Program; Amendment, Modification or Cancellation of Benefits. No benefit shall be granted more than ten years after the date of the approval of this Plan by the shareholders of the Company; provided, however, that the terms and conditions applicable to any benefits granted prior to such date may at any time be amended or canceled by mutual agreement between the Committee and the participant or any other persons as may then have an interest therein and may be unilaterally modified by the Committee whenever such modification is deemed necessary to protect the Company or its shareholders. 16. Amendment or Discontinuation of Plan. The Board of Directors may amend the Plan at any time, provided that no such amendment shall be effective unless approved within 12 months after the date of the adoption of such amendment by the affirmative vote of a majority of the shareholders entitled to vote if such shareholder approval is required for the Plan to continue to comply with the requirements of Securities and Exchange Commission Regulation Section 240.16b-3. The Board of Directors may suspend the Plan or discontinue the Plan at any time; provided, however, that no such action shall adversely affect any outstanding benefit. 17. Shareholder Approval. The Plan was adopted by the Board of Directors on August 2, 1994, subject to shareholder approval. The Plan and any benefits granted thereunder shall be null and void if shareholder approval is not obtained at the next annual meeting of shareholders. EX-4.3 3 95 STOCK OPTION PLAN FOR N.E. DIR. EXHIBIT 4.3 MISSISSIPPI CHEMICAL CORPORATION 1995 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS 1. Purpose. The purpose of the Mississippi Chemical Corporation 1995 Stock Option Plan for Nonemployee Directors (the ``Plan'') is to encourage directors (including emeritus directors) who are not officers or full-time employees of Mississippi Chemical Corporation (the ``Company'') or any of its subsidiaries (``Nonemployee Directors'') to become shareholders in the Company thereby giving them a stake in the growth and profitability of the Company, to enable them to represent the viewpoint of the shareholders of the Company more effectively and to encourage them to continue serving as directors. 2. Shares Reserved. There is hereby reserved for issuance under the Plan an aggregate of 300,000 shares of common stock which may be authorized but unissued or treasury shares. If there is a lapse, expiration, termination or cancellation of any option granted under this Plan, all unissued shares subject to the option may again be used for new options granted under this Plan. 3. Grant of Options. Each person who is or becomes a Nonemployee Director of the Company on the date of the annual meeting of shareholders (``Annual Meeting'') for 1995 shall be granted an initial option to purchase 5,000 shares of common stock on the first business day after the date of the Annual Meeting. The initial options for the Chairman and Vice Chairman of the Board of Directors shall be for 10,000 and 7,000 shares of common stock, respectively. Each person who becomes a Nonemployee Director after the date of the 1995 Annual Meeting shall be granted an initial option to purchase 5,000 shares of common stock on the first business day after the date of the next succeeding Annual Meeting. Any person who becomes Chairman of the Board after the date of the 1995 Annual Meeting shall be granted an additional option to purchase 5,000 shares of common stock on the first business day after the date of the next succeeding Annual Meeting (except that the additional option for a person who previously served as Vice Chairman shall be for 3,000 shares). Any person who becomes Vice Chairman of the Board after the date of the 1995 Annual Meeting shall be granted an additional option to purchase 2,000 shares of common stock on the first business day after the date of the next succeeding Annual Meeting. Each Nonemployee Director who is granted an initial option hereunder shall be granted an additional option to purchase 1,500 shares of common stock on the first business day after the date of each succeeding Annual Meeting on which the Nonemployee Director is a member of the Board. The annual options for the Chairman and Vice Chairman of the Board shall be for 3,000 and 2,000 shares, respectively. 4. Option Price. The option price for each option granted to Nonemployee Directors shall be equal to the average of the closing price of the shares subject to option as reported on the NASDAQ National Market System (``NASDAQ'') for the last 20 trading days prior to the date of option grant. The option price may be paid by check or by the delivery of shares of common stock then owned by the participant. A director may also pay the option price by use of cashless exercise as permitted under Federal Reserve Board's Regulation T. 5. Term; Termination of Service. The option term shall be ten years. Any option granted to a Nonemployee Director may not be exercised for the first year from the date of its grant. Any option granted to a Nonemployee Director may be exercisable for 20% of the shares subject to option during the second year from the date of grant, 40% for the third year from the date of grant, 60% for the fourth year from the date of grant, 80% for the fifth year from the date of grant, and shall be fully exercisable commencing with the sixth year from the date of grant. Each option shall become fully exercisable upon the retirement of the director or upon a change of control of the Company as defined in paragraph 10 of the Company's 1994 Stock Incentive Plan. Each option shall expire three months after the date of optionee's termination of service for any reason other than death, disability or retirement. In the event of death, disability or retirement, each option shall be exercisable for a period of three years after termination. For these purposes, retirement shall mean termination of service on the Board of Directors after the Nonemployee Director has attained age 55 and completed at least five years of service as a member of the Board. Except in the case of retirement, any option granted to a Nonemployee Director may be exercised during the indicated periods following termination only to the extent the option was exercisable on the date of termination. 6. Nontransferability. Any option granted under this Plan shall not be transferable other than by will or the laws of descent and distribution and shall be exercisable during the Nonemployee Director's lifetime only by the director or the director's guardian or legal representative. If a director dies during the option period, any option granted to the director may be exercised by his or her estate or the person to whom the option passes by will or the laws of descent and distribution. 7. Adjustment Provisions. (a) If the Company shall at any time change the number of issued shares of common stock without new consideration to it (such as by stock dividends, stock splits or similar transactions), the total number of shares reserved for issuance under this Plan and the number of shares covered by each outstanding option shall be automatically adjusted so that the aggregate consideration payable to the Company and the value of each option shall not be changed. (b) In the case of any merger, consolidation or combination of the Company with or into another corporation, other than a merger, consolidation or combination in which the Company is the continuing corporation and which does not result in the outstanding common stock being converted into or exchanged for different securities, cash or other property, or any combination thereof (an ``Acquisition''), any Nonemployee Director to whom an option has been granted under the Plan shall have the right during the remaining term of such option, to receive upon exercise thereof the Acquisition Consideration (as defined below) receivable upon such Acquisition by a holder of the number of shares of common stock which might have been obtained upon exercise of such option or portion thereof, as the case may be, immediately prior to such Acquisition. The term ``Acquisition Consideration'' shall mean the kind and amount of shares of the surviving or new corporation, cash, securities, evidence of indebtedness, other property or any combination thereof receivable in respect of one share of common stock of the Company upon consummation of an Acquisition. 8. Registration and Legal Compliance. The grant of any option under the Plan may also be subject to other provisions as counsel to the Company deems appropriate including, without limitation, provisions as may be appropriate to comply with federal and state securities laws and stock exchange requirements. The Company shall not be required to issue or deliver any certificate for common stock purchased upon the exercise of any option granted under this Plan prior to the admission of such shares to listing on any stock exchange on which common stock of the Company may at that time be listed. If the Company shall be advised by its counsel that the shares deliverable upon exercise of an option are required to be registered under the Securities Act of 1933, as amended (the ``Act'') or any state securities law or that delivery of such shares must be accompanied or preceded by a prospectus meeting the requirements of such Act, the Company will use its best efforts to effect such registration or provide such prospectus not later than a reasonable time following each exercise of such option, but delivery of shares by the Company may be deferred until such registration is effective or such prospectus is available. 9. Amendment, Suspension and Termination of Plan. The Board of Directors may suspend or terminate the Plan at any time and may amend it from time to time in such respects as the Board of Directors may deem advisable in order that any grants thereunder shall conform to or otherwise reflect any change in applicable laws or regulations or to permit the Company or the Nonemployee Directors to enjoy the benefits of any change in applicable laws or regulations; provided, however, that this Plan may not be amended more than once every six months and that no amendment shall, without shareholder approval, increase the number of shares of common stock which may be issued under the Plan, materially modify the requirements as to eligibility for participation in the Plan or materially increase the benefits accruing to Nonemployee Directors under the Plan. No such amendment, suspension or termination shall impair the rights of Nonemployee Directors under any outstanding options, or make any change that would disqualify the Plan or any other plan of the Company intended to be so qualified from the exemption provided by Rule 16b-3. 10. Shareholder Approval; Term. This Plan was adopted by the Board of Directors of the Company on July 20, 1995. The Plan shall be null and void if shareholder approval is not obtained at the 1995 Annual Meeting. The term of the Plan shall be for a five year period from the date of shareholder approval. EX-4.4 4 95 RES. STOCK PURCH. PLAN FOR N.E. DIR. EXHIBIT 4.4 MISSISSIPPI CHEMICAL CORPORATION 1995 RESTRICTED STOCK PURCHASE PLAN FOR NONEMPLOYEE DIRECTORS 1. Purpose. The purpose of the Mississippi Chemical Corporation 1995 Restricted Stock Purchase Plan for Nonemployee Directors (the ``Plan'') is to encourage directors (including emeritus directors) who are not officers or full- time employees of Mississippi Chemical Corporation (the ``Company'') or any of its subsidiaries (``Nonemployee Directors'') to invest their annual retainer fees in the common stock of the Company, thereby giving them a stake in the growth and profitability of the Company to enable them to represent the viewpoint of the shareholders of the Company more effectively and to encourage them to continue serving as directors. 2. Shares Reserved. There is hereby reserved for issuance under the Plan an aggregate of 100,000 shares of common stock of the Company. Shares issued under the Plan may be either authorized but unissued shares or treasury shares. If any shares issued hereunder are thereafter acquired by the Company pursuant to rights reserved by the Company at the time of transfer as hereinafter described, such shares shall be added back to the number of shares reserved for issuance under the Plan. 3. Election to Receive Retainer in Shares of Restricted Stock. Each Nonemployee Director may make an irrevocable election to receive his or her annual retainer in shares of restricted stock. An election pursuant to this paragraph 3 must be made in writing and filed with the Company before the first day of the annual retainer period. Any election shall be effective from the first day of the retainer period until terminated by the director by written notice given not less than six months prior to the date of termination. The election will entitle the Nonemployee Director to receive a number of shares of restricted stock determined by dividing 125% of the retainer for the ensuing 12- month period by the fair market value of one share of the Company's common stock. The result of such division shall be rounded up to the next whole share. For these purposes, the fair market value of the common stock shall be equal to the average of the closing price of the shares as reported on the NASDAQ National Market System (``NASDAQ'') for the last 20 trading days prior to the first day of each annual retainer period. In the event any person becomes a Nonemployee Director other than at the beginning of an annual retainer period, such person may make an election before the date on which the person becomes a Nonemployee Director, the election to be effective with respect to the amount of retainer applicable to the balance of such annual retainer period and at a fair market value equal to the average of the closing price of the shares on NASDAQ for the last 20 trading days prior to the director's first day of service. For purposes of this paragraph 3, an annual retainer period shall begin on the first day of September of any year in which the Plan is effective and end on the succeeding August 31. 4. Terms and Conditions. Shares of restricted stock issued under the Plan shall be subject to the following terms and conditions: (a) If, within five years from the date of the transfer of the restricted stock, (i) the Nonemployee Director's service on the Board is terminated for any reason other than death, disability or retirement, or (ii) the Nonemployee Director elects to sell the shares of restricted stock back to the Company, the shares of restricted stock shall be repurchased by the Company (``Forfeiture Restriction'') at a per share price equal to the lesser of (A) the amount paid by the director for such restricted shares or (B) the fair market value of such shares on the date the director's service on the Board is terminated or the date the director elects to sell the shares, whichever is applicable. For these purposes, the fair market value of the common stock shall be equal to the average of the closing price of the shares as reported on NASDAQ for the last 20 trading days prior to the date of repurchase. The purchase price shall be paid in cash to the director within five business days after receipt by the Company of certificates representing the shares of restricted stock so forfeited. (b) Shares of restricted stock shall be free of the Forfeiture Restriction upon the expiration of a five-year period from the date of issuance or earlier upon the death, disability or retirement of the Nonemployee Director or the occurrence of a change of control of the Company as defined in paragraph 10 of the Company's 1994 Stock Incentive Plan. (c) Shares of restricted stock issued under the Plan may be subject to such other provisions, not inconsistent with the provisions of the Plan, as counsel for the Company shall consider appropriate from time to time, including such provisions as may be appropriate to comply with federal and state securities laws and stock exchange requirements. 5. Nontransferability of Shares. Shares of restricted stock issued under the Plan shall not be transferable and may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of at any time prior to the expiration of the later of (i) six months after the date of issuance of shares of restricted stock (or on the date of the death or disability of the Nonemployee Director if such director dies or becomes disabled prior to the expiration of such six-month period) or (ii) the expiration of the Forfeiture Restriction with respect to such shares of restricted stock. 6. Shareholder Rights. A Nonemployee Director who receives shares of restricted stock under the Plan shall have all of the rights of a shareholder with respect to such stock, including the right to receive dividends or other distributions in respect of such stock and to vote such stock as the record owner thereof, unless and until such stock is forfeited to the Company hereunder. However, the certificates representing shares of restricted stock issued under the Plan shall bear a legend indicating the nontransferability of the shares and the Forfeiture Restriction. 7. Adjustments. If there is any change in the Company's common stock by means of a stock dividend or distribution, stock split-up, recapitalization, combination or exchange of shares, or by means of any merger, consolidation or other corporate reorganization in which the Company is the surviving corporation, the number of shares of stock thereafter available for issuance under the Plan shall be automatically adjusted on the same basis to give proper effect to such change. The terms and conditions of this Plan shall also be applicable to the shares issued to a Nonemployee Director as a result of a stock dividend, stock split, recapitalization, etc. with respect to any restricted shares. 8. Amendment or Termination. The Board of Directors may terminate the Plan at any time or amend the Plan from time to time as it may deem proper; provided, however, that no such termination shall adversely affect any outstanding shares. The Plan may not be amended more frequently than once every six months and no amendment shall (a) adversely affect any outstanding shares, (b) result in any participant in the Plan losing his or her status as a ``disinterested person'' under Securities and Exchange Commission Rule 16b-3 (``Rule 16b-3'') with respect to any employee benefit plan of the Company, or (c) result in the Plan losing its status as a protected plan under Rule 16b-3. 9. Shareholder Approval. The Plan was adopted by the Board of Directors on July 20, 1995, subject to shareholder approval. All certificates representing shares purchased prior to such approval shall be held by the Company until shareholder approval is obtained. In the event the Plan is not approved by January 1, 1996, the purchase price of the stock will be returned to the directors and the stock will be returned to the Company. EX-5.1 5 HUGHES & LUCE OPINION EXHIBIT 5.1 [Hughes & Luce, L.L.P. Letterhead] December 21, 1995 Mississippi Chemical Corporation P.O. Box 388 Yazoo City, Mississippi 39194 Re: Registration Statement on Form S-8 for the 1994 Stock Incentive Plan, 1995 Stock Option Plan for Nonemployee Directors and the 1995 Restricted Stock Purchase Plan for Nonemployee Directors Ladies and Gentlemen: We have acted as special counsel to Mississippi Chemical Corporation, a Mississippi corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 1,800,000 shares (the "Shares") of the Company's common stock, $.01 par value per share, issuable under the (i) 1994 Stock Incentive Plan, (ii) 1995 Stock Option Plan for Nonemployee Directors and (iii) 1995 Restricted Stock Purchase Plan for Nonemployee Directors (collectively, the "Plans"). The Shares are being registered pursuant to a registration statement on Form S-8 to be filed with the Securities and Exchange Commission on or about December 21, 1995. In connection with this opinion, we have examined such documents and records of the Company and such statutes, regulations and other instruments and certificates as we have deemed necessary or advisable for the purposes of this opinion. We have assumed that all signatures on all documents presented to us are genuine, that all documents submitted to us as originals are accurate and complete and that all documents submitted to us as copies are true and correct copies of the originals thereof. We have also relied upon such certificates of public officials, corporate agents and officers of the Company and such other certifications with respect to the accuracy of material factual matters contained therein which were not independently established. Based on the foregoing, we are of the opinion that the Shares will be, if and when issued and paid for pursuant to the Plans, validly issued, fully paid and nonassessable, assuming the Company maintains an adequate number of authorized but unissued shares of common stock available for such issuance, and further assuming that the consideration received by the Company for the Shares exceeds the par value thereof. We consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Hughes & Luce, L.L.P. EX-23.2 6 AA CONSENT EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated July 28, 1995 incorporated by reference in Mississippi Chemical Corporation's Annual Report on Form 10-K for the year ended June 30, 1995 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Memphis, Tennessee December 21, 1995 -----END PRIVACY-ENHANCED MESSAGE-----