-----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, I/OpsTHgBGGELrIVX2PYF2Sc44NDi4Mmzi5OSE5DmCuM3yZUTZsvf6s6sv5bCTfR 2pWsKEc+/H8seyVufRtE9Q== 0000950134-00-004444.txt : 20000515 0000950134-00-004444.hdr.sgml : 20000515 ACCESSION NUMBER: 0000950134-00-004444 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000512 EFFECTIVENESS DATE: 20000512 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: SEC FILE NUMBER: 333-36998 FILM NUMBER: 630365 BUSINESS ADDRESS: STREET 1: P O BOX 388 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 1 As filed with the Securities and Exchange Commission on May 12, 2000. Registration No. 333- - -------------------------------------------------------------------------------- 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 AMENDED AND RESTATED 1994 STOCK INCENTIVE PLAN (Full Title of Plan) ----------------------- WILLIAM L. SMITH, ESQ. 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
- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- PROPOSED PROPOSED TITLE OF EACH CLASS AMOUNT MAXIMUM 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 2,000,000 $7.1875 $14,375,000.00 $3,795.00 - ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
(1) An indeterminate number of additional shares of Common Stock may be issued if the anti-dilution adjustment provisions of the plan becomes operative. This Registration Statement registers 2,000,000 shares in addition to 1,800,000 shares previously reserved for issuance under the prior version of the Registrant's Amended and Restated 1994 Stock Incentive Plan (the Registrant's 1994 Stock Incentive Plan). The Registrant paid a registration fee in the amount of $14,276.00 to register such 1,800,000 shares. (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 New York Stock Exchange on May 10, 2000, in accordance with Rule 457(h) promulgated under the Securities Act of 1933, as amended. 2 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 "SEC") by Mississippi Chemical Corporation ("MCC") are incorporated by reference in this Registration Statement: (a) Annual Report on Form 10-K for the fiscal year ended June 30, 1999, which contains audited financial statements of MCC for MCC's last completed fiscal year (the "1999 Form 10-K"). (b) All reports filed by MCC pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the 1999 Form 10-K. (c) The description of MCC's common stock, par value $.01 per share (the "Common Stock"), contained in MCC'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 MCC's preferred stock purchase rights set forth in the Registration Statement on Form 8-A, dated August 15, 1994 (SEC File Number 2-7803), including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by MCC 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 3 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. MCC'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 MCC 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. MCC has obtained a directors' and officers' liability and corporation reimbursement policy which (subject to certain limits and deductibles) (i) insures officers and directors of MCC against loss arising from certain claims made against them by reason of their being such directors or officers, and (ii) insures MCC 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. 4.1 Shareholders Rights Plan filed as Exhibit 1 to MCC's Registration Statement on Form 8-A dated August 15, 1994, SEC File No. 2-7803, and incorporated herein by reference. 4.2 Mississippi Chemical Corporation Amended and Restated 1994 Stock Incentive Plan. 5.1 Opinion of Hughes & Luce, L.L.P. 23.1 Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5.1). 23.2 Consent of Arthur Andersen LLP. 24.1 Power of Attorney (contained at page II-5). ITEM 9. UNDERTAKINGS. (a) MCC hereby undertakes: II-2 4 (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; (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 SEC by MCC 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) MCC hereby undertakes that for purposes of determining any liability under the Securities Act, each filing of MCC'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 MCC for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of MCC pursuant to the provisions described in Item 6, or otherwise, MCC has been advised that in the opinion of the SEC 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 MCC against such liabilities (other than the payment by MCC of expenses incurred or paid by a director, officer or controlling person of MCC 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, MCC 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 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, MCC 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 May 12, 2000. 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 William L. Smith, 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, May 12, 2000 ------------------------------- Chief Executive Officer Charles O. Dunn and Director (Principal Executive Officer) /s/ TIMOTHY A. DAWSON Senior Vice President- May 12, 2000 ------------------------------- and Chief Financial Officer Timothy A. Dawson (Principal Financial Officer and Principal Accounting Officer)
II-4 6 /s/ COLEY L. BAILEY Chairman of the May 12, 2000 ------------------------------- Board of Directors Coley L. Bailey /s/ JOHN SHARP HOWIE Vice Chairman of the May 12, 2000 ------------------------------- Board and Director John Sharp Howie /s/ JOHN W. ANDERSON Director May 12, 2000 ------------------------------- John W. Anderson /s/ REUBEN ANDERSON Director May 12, 2000 ------------------------------- Reuben Anderson /s/ FRANK R. BURNSIDE, JR. Director May 12, 2000 ------------------------------- Frank R. Burnside, Jr. /s/ W.A. PERCY II Director May 12, 2000 ------------------------------- W.A. Percy II /s/ W. R. DYESS Director May 12, 2000 ------------------------------- W. R. Dyess /s/ WOODS E. EASTLAND Director May 12, 2000 ------------------------------- Woods E. Eastland /s/ HALEY BARBOUR Director May 12, 2000 ------------------------------- Haley Barbour /s/ GEORGE PENICK Director May 12, 2000 ------------------------------- George Penick /s/ DAVID M. RATCLIFFE Director May 12, 2000 ------------------------------- David M. Ratcliffe /s/ WAYNE THAMES Director May 12, 2000 ------------------------------- Wayne Thames
II-5 7 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 4.1 Shareholders Rights Plan filed as Exhibit 1 to MCC's Registration Statement on Form 8-A dated August 15, 1994, SEC File No. 2-7803, and incorporated herein by reference. 4.2 Mississippi Chemical Corporation Amended and Restated 1994 Stock Incentive Plan. 5.1 Opinion of Hughes & Luce, L.L.P. 23.1 Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5.1). 23.2 Consent of Arthur Andersen LLP. 24.1 Power of Attorney (contained at page II-5).
EX-4.2 2 AMENDED/RESTATED 1994 STOCK INCENTIVE PLAN 1 EXHIBIT 4.2 MISSISSIPPI CHEMICAL CORPORATION AMENDED AND RESTATED 1994 STOCK INCENTIVE PLAN 1. Purpose. The purpose of this Stock Incentive Plan (the "Plan") is to enable Mississippi Chemical Corporation (the "Company") to offer certain 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 such employees and the Company's shareholders. 2. Administration. The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company (the "Board of Directors") or by such other committee of the Board of Directors designated by the Board of Directors for such purpose. The Compensation or other Committee administering this Plan (the "Committee") shall be comprised solely of two or more individuals who are each a "nonemployee director" as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and also an "outside director" within the meaning of Treasury Regulation Section 1.162-27(e)(3) (the "Committee"). The Committee will approve the forms of agreements relating to the benefits granted hereunder, containing such terms and conditions consistent with the provisions of this Plan as are determined by the Committee, which agreements may be executed on behalf of the Company by the Chief Executive Officer or any Vice President of the Company. Notwithstanding the foregoing, the Committee shall have exclusive authority to make and administer grants to individuals who are or may reasonably be expected to become "covered employees," as defined in Section 162(m) (3) of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), which are intended to qualify as performance-based compensation under Code Section 162(m)(4)(C). The Committee will have complete authority to construe, interpret and administer the provisions of this Plan and the provisions of the agreements relating to the benefits granted hereunder; to prescribe, amend and rescind rules and regulations pertaining to this Plan; and to make all other determinations necessary or deemed advisable in the administration of the Plan. The determinations, interpretations and constructions made by the Committee are final and conclusive. No member of the Committee may be held liable for any action taken, or failed to be taken, made in good faith relating to the Plan or any benefit hereunder, and the members of the Committee will be entitled to defense, indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including attorneys' fees) arising therefrom to the fullest extent permitted by law and by the Articles of Incorporation of the Company. Except to the extent prohibited by applicable law or the applicable rule of a stock exchange, the Committee may delegate all or any part of its responsibilities and powers with respect to nonofficer participants to the Chief Executive Officer of the Company or any other person selected by it, which delegation may be revoked at any time. 2 3. Eligibility. Benefits under the Plan may be granted to any officer or other key employee of the Company or one of its subsidiaries on the basis of the special importance of their services in the management, development and/or operations of the Company and its subsidiaries. For these purposes, a subsidiary includes any corporation, partnership or other entity that is a "subsidiary corporation" (as that term is defined in Code Section 424(f)) with respect to the Company. 4. Benefits. The benefits that may be granted under the Plan 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 3,400,000 shares of common stock of the Company, subject to adjustment pursuant to Section 13 below, 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 shares that may be covered by benefits granted to any one participant in any fiscal year is 200,000 shares, subject to adjustment pursuant to Section 13 below. No more than 160,000 shares, subject to adjustment pursuant to Section 13 below, may be issued as stock awards hereunder. 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. Notwithstanding the foregoing, subject to adjustment pursuant to Section 13 below, no more than 200,000 shares may be subject to stock options or stock appreciation rights that are intended to be "performance-based compensation," as that term is used in Section 162(m) of the Code, granted to any one participant in any fiscal year; solely for purposes of this limitation, options or stock appreciation rights that are cancelled continue to count against the limit, and options or stock appreciation rights that are repriced are treated as if they had been cancelled and new grants made. 6. Stock Options. Stock options shall consist of options to purchase shares of common stock of the Company. Certain options granted under this Plan are intended to qualify as "incentive stock options" pursuant to Code Section 422, while certain other options granted under the Plan will constitute nonqualified options, in each case as determined by the Committee. The exercise price for any stock option shall be not less than 100% of the fair market value of the common stock of the Company on the date the stock option is granted; provided, however, that, if the participant owns on the date of grant more than 10% of the total combined voting power of all classes of stock of the Company or its parent or any of its subsidiaries (a "10% Holder"), as more fully described in Section 422(b) (6) of the Code or any successor provision, the exercise price for any incentive stock option granted to the 10% Holder must not be less than 110% of the fair market value of the common stock of the Company on the date of grant. The aggregate fair market value (determined as of the time the stock 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 plans of the employer of such participant and its parent and subsidiary corporations as defined in Section 424 (e) and (f) of the Code, or a corporation or a parent or subsidiary corporation of such corporation issuing or assuming a stock option in a transaction to which Section 424(a) of the Code applies) may not exceed $100,000 or such other amount as from time to time provided in Section 422(d) of the Code or any successor provision. 3 Upon exercise, the exercise 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 Regulation T, 12 CFR Part 220, or any successor provision ("Regulation T"), if the shares to be purchased are covered by an effective registration statement under the Securities Act of 1933, as amended. Under Regulation T, any stock option granted under the Plan may be exercised by a broker-dealer acting on behalf of a participant if (a) the broker-dealer has received from the participant or the Company a fully- and duly-endorsed agreement evidencing such stock option, together with instructions signed by the participant requesting the Company to deliver the shares subject to such stock option to the broker-dealer on behalf of the participant and specifying the account into which such shares should be deposited, (b) adequate provision has been made with respect to the payment of any withholding taxes due upon such exercise, and (c) the broker-dealer and the participant have otherwise complied with Section 220.3 (e) (4) of Regulation T. Stock options will become exercisable at such time or times and subject to such terms and conditions as may be determined by the Committee at the time of grant; provided, however, that no stock option may be exercisable prior to six months after the option grant date and no incentive stock option may be exercisable later than ten years after the grant date, or five years for any incentive stock option granted to a 10% Holder. The terms and conditions under which a benefit may be exercised after a participant's termination of employment will be determined by the Committee, except as otherwise provided herein. The conditions under which such post-termination exercises may be permitted with respect to incentive stock options must be determined in accordance with the provisions of Section 422 of the Code and as otherwise provided in this Section 6 above. 7. Stock Appreciation Rights. Stock appreciation rights may be granted in conjunction with the grant of any nonqualified 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 issuable upon exercise of such option or portion thereof which is so surrendered. 4 (c) The Committee shall satisfy a participant's right to receive the amount of cash determined under paragraph (b) hereof in whole or in part by delivering shares of the common stock of the Company equal in value to such amount 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 the grant of shares of common stock of the Company 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 or other objective criteria established by the Committee over a designated period of time. The Committee may designate whether the grant of any stock award is intended to be "performance-based compensation," as that term is used in Section 162(m) of the Code, which stock award must be conditioned on the achievement of one or more performance measures established by the Committee. The performance measures 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. For stock awards intended to be "performance-based compensation," the grant of the stock award and the establishment of the performance measures must be made during the period required under Section 162(m) of the Code. 9. Transferability. Incentive stock options granted under this Plan may not be transferred other than by will or the laws of descent and distribution, and each incentive stock option may be exercised during the participant's lifetime only by the participant or the participant's guardian or legal representative. Participants may transfer nonqualified stock options and stock awards only as provided by the Committee. 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 means 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 Exchange Act, but excluding the Company, its affiliates and any qualified or nonqualified plan maintained by the Company or its affiliates) becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of 5 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 immediately prior to a contested election for positions on the Board of Directors 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 entity and, as a result of such combination, less than 75% of the outstanding securities of the surviving or resulting entity 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. Notwithstanding the foregoing, benefits payable on a change of control shall be limited so that no excess parachute payments, as defined in Code Section 280G(b) (1), occur in accordance with such additional provisions as the Committee includes in the award pursuant to Section 11 below. 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 at any time changes 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 hereunder shall be adjusted to the number of shares as is equitably required, together with an appropriate adjustment to the exercise price of stock options so that the aggregate consideration payable to the Company, if any, upon exercise of such option will 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. 6 (c) In the event of any merger, consolidation or reorganization of the Company with any other entity, there may 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 that 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 Plan; Amendment, Modification or Cancellation of Benefits. The Plan will be unlimited in duration and, in the event of termination of the Plan, will remain in effect as long as any benefits granted hereunder remain outstanding; provided, however, that no incentive stock option may be granted more than ten years after the date of the approval of this Plan by the shareholders of the Company, or the date of approval of this amendment and restatement for incentive stock options granted based upon the increase in shares affected by such amendment and restatement. The terms and conditions applicable to any benefits granted prior to termination of the Plan may at any time be amended or cancelled 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. The Board of Directors may suspend the Plan or discontinue the Plan at any time; provided, however, that no such action may adversely affect any outstanding benefit. 17. Shareholder Approval. The Plan was adopted by the Board of Directors on August 2, 1994, and was approved by the shareholders on November 9, 1994. This amendment and restatement of the Plan was adopted by the Board of Directors on July 22, 1999, subject to shareholder approval. This amendment and restatement of the Plan and any benefits granted based upon such amendment and restatement will be null and void if shareholder approval is not obtained at the next annual meeting of shareholders. EX-5.1 3 OPINION/CONSENT OF HUGHTES & LUCE, LLP 1 EXHIBITS 5.1 AND 23.1 [Hughes & Luce, L.L.P. Letterhead] May 12, 2000 Mississippi Chemical Corporation P.O. Box 388 Yazoo City, Mississippi 39194 Re: Registration Statement on Form S-8 for the Amended and Restated 1994 Stock Incentive Plan 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 2,000,000 shares (the "Shares") of the Company's common stock, $.01 par value per share, issuable under the Mississippi Chemical Corporation Amended and Restated 1994 Stock Incentive Plan ( the "Plan"). 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 May 12, 2000. 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 Plan, 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 actually 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 4 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated July 28, 1999 incorporated by reference in Mississippi Chemical Corporation's Annual Report on Form 10-K for the year ended June 30, 1999 and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN ----------------------------------------- Arthur Andersen Jackson, Mississippi May 12, 2000 -----END PRIVACY-ENHANCED MESSAGE-----