-----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, VDK44FeeGioF5EyGWv3fUnX9yyCJSyWvqo2fE0wdyVRWqnJMSRdSRZTKXIAxxaqu BReBw46snR21ADVyO2VPJA== 0000891836-02-000336.txt : 20020716 0000891836-02-000336.hdr.sgml : 20020716 20020716163527 ACCESSION NUMBER: 0000891836-02-000336 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020716 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHARMACIA CORP /DE/ CENTRAL INDEX KEY: 0000067686 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 430420020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-02516 FILM NUMBER: 02704083 BUSINESS ADDRESS: STREET 1: 100 ROUTE 206 NORTH CITY: PEAPACK STATE: NJ ZIP: 07977 BUSINESS PHONE: 9089018000 MAIL ADDRESS: STREET 1: 100 ROUTE 206 NORTH CITY: PEAPACK STATE: NJ ZIP: 07977 FORMER COMPANY: FORMER CONFORMED NAME: MONSANTO CHEMICAL CO DATE OF NAME CHANGE: 19711003 FORMER COMPANY: FORMER CONFORMED NAME: MONSANTO CO DATE OF NAME CHANGE: 19920703 8-A12B/A 1 sc0199.txt FORM 8-A/A AMENDMENT NO. 2 As filed with the Securities and Exchange Commission on July 16, 2002 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A (AMENDMENT NO. 2) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 PHARMACIA CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 43-0420020 (State of Incorporation) (I.R.S. Employer Identification No.) 100 Route 206 North, Peapack, New Jersey 07977 (Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction Act and is effective pursuant to General Instruction A.(c), please check the following box. [X] A.(d), please check the following box. [ ] Securities Act registration statement file number to _______________________________ which this relates: (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Preferred Share Purchase Rights New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act: None ---------------------------- (Title of Class) This Form 8-A/A amends and supplements the Form 8-A filed by Pharmacia Corporation, a Delaware Corporation (formerly Monsanto Company) (the "Company"), with the Securities and Exchange Commission on December 30, 1999, with respect to Preferred Share Purchase Rights (the "Original Form 8-A") and the Form 8-A/A filed by the Company with the Securities and Exchange Commission on March 21, 2001 (the "Amended Form 8-A"). Capitalized terms used without definition herein shall have the meaning set forth in the Original Form 8-A. Item 1. Description of Registrant's Securities to be Registered. Item 1 of the Amended Form 8-A is amended and supplemented by adding the following: In connection with the expected execution of the Agreement and Plan of Merger, dated July 13, 2002, among Pfizer Inc. ("Pfizer"), Pilsner Acquisition Sub Corp. and the Company (the "Merger Agreement"), the Company and Mellon Investor Services LLC, as Rights Agent, entered into Amendment No. 1 to the Amended and Restated Rights Agreement, dated as of July 12, 2002 (the "Amendment"), which amended the Amended and Restated Rights Agreement, dated as of February 20, 2001 (as amended, the "Rights Agreement"), between the Company and the Rights Agent by providing that Pfizer is exempt from the definition of "Acquiring Person" contained in the Rights Agreement and that no "Shares Acquisition Date" or "Distribution Date" will occur as a result of the approval, execution, delivery or performance of the Merger Agreement, the consummation of the merger as contemplated by the Merger Agreement, the consummation of any other transactions contemplated in the Merger Agreement, including the purchase of the Company common stock thereunder, or the public announcement of any of the foregoing. The Amendment is attached hereto as an exhibit and is hereby incorporated by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment. Item 2: Exhibits. Item 2 of the Amended Form 8-A is amended as follows: Exhibit No. Description - ----------- ----------- 4.5 Amendment No. 1 to the Amended and Restated Rights Plan, dated as of July 13, 2002, between Pharmacia Corporation and Mellon Investor Services LLC. 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. PHARMACIA CORPORATION Date: July 16, 2002 /s/ Don W. Schmitz ------------------------- Don W. Schmitz Title: Vice President and Secretary 3 EXHIBIT INDEX Exhibit Description - ------- ----------- 4.5 Amendment No. 1 to the Amended and Restated Rights Plan, dated as of July 13, 2002, between Pharmacia Corporation and Mellon Investor Services LLC. 4 EX-4.5 3 ex_4-5.txt AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT Exhibit 4.5 AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT This Amendment No. 1 (this "Amendment"), dated as of July 12, 2002, between PHARMACIA CORPORATION, a Delaware corporation (the "Company") and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, as Rights Agent (the "Rights Agent"), to the Amended and Restated Rights Agreement, dated as of February 20, 2001, between the Company and the Rights Agent (the "Rights Agreement"); all capitalized terms not defined herein shall have the meanings ascribed to such terms in the Rights Agreement. WHEREAS, the Company proposes to enter into an Agreement and Plan of Merger, dated as of July 13, 2002 (as amended, supplemented, modified or replaced from time to time, the "Merger Agreement"), among Pfizer, Inc., a Delaware corporation ("Parent"), Pfizer Acquisition Sub Corp., a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"), and the Company; WHEREAS, the Board of Directors of the Company has determined that the Merger Agreement and the terms and conditions set forth therein and the transactions contemplated thereby, including, without limitation, the Merger (as defined in the Merger Agreement), are advisable and are fair to and in the best interests of the Company and its stockholders; WHEREAS, the Board of Directors of the Company has determined, in connection with its contemplation of the Merger Agreement, that it is necessary and desirable to amend the Rights Agreement to exempt the Merger Agreement and the transactions contemplated thereby, including, without limitation, the Merger, from the application of the Rights Agreement as set forth in this Amendment; 5 WHEREAS, Section 27 of the Rights Agreement provides that the Company may in its sole and absolute discretion from time to time supplement and amend the Rights Agreement without the approval of any holders of Rights Certificates in order, among other things, to make any provisions with respect to the Rights which the Company may deem necessary or desirable; and WHEREAS, pursuant to Section 27, the Company hereby directs that the Rights Agreement should be amended as set forth in this Amendment. NOW THEREFORE, in consideration of the foregoing premises and mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Rights Agent hereby agree as follows: Section 1. Amendment to Section 1(a). Section 1(a) of the Rights Agreement is hereby amended and supplemented by adding the following sentence to the end thereof: "Notwithstanding anything in this Agreement to the contrary, neither Pfizer, Inc., a Delaware corporation ("Parent"), nor Pfizer Acquisition Sub Corp., a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"), nor any of Parent's Affiliates shall become or be deemed to be an Acquiring Person as a result of (i) the approval, execution, delivery or performance of the Agreement and Plan of Merger, dated as of July 13, 2002, among Parent, Merger Sub and the Company (as amended, supplemented, modified or replaced from time to time, the "Merger Agreement"), (ii) the consummation of the Merger (as defined in the Merger Agreement), (iii) the consummation of any other transaction contemplated in the Merger Agreement, including the exchange of common stock of the Company for common stock of the Parent thereunder pursuant to the Merger Agreement, or (iv) the public announcement of any of the foregoing." Section 2. Amendment to Section 1(l). Section 1(l) of the Rights Agreement is hereby amended and supplemented by adding the following sentence to the end thereof: "Notwithstanding anything in this Agreement to the contrary, a Shares Acquisition Date shall not occur or be deemed to have occurred as a result of (i) the approval, execution, delivery or performance of the Merger Agreement, (ii) the consummation of the Merger, (iii) the consummation of any other transaction contemplated in the Merger Agreement, including the exchange of common stock of the Company for common stock of the 6 Parent thereunder pursuant to the Merger Agreement, or (iv) the public announcement of any of the foregoing." Section 3. Amendment to Section 3. Section 3 of the Rights Agreement is hereby amended and supplemented by adding the following proviso to the end of the first sentence thereof: "; provided that notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not occur or be deemed to have occurred as a result of (i) the approval, execution, delivery or performance of the Merger Agreement, (ii) the consummation of the Merger, (iii) the consummation of any other transaction contemplated in the Merger Agreement, including the exchange of common stock of the Company for common stock of the Parent thereunder pursuant to the Merger Agreement, or (iv) the public announcement of any of the foregoing." Section 4. Effective Date. This Amendment shall be deemed effective as of the date first written above, as if executed on such date. Section 5. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State; provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. Section 6. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other competent authority to be invalid, illegal or incapable of being enforced, the remainder of the terms, provisions, covenants and restrictions of this Amendment, and of the Rights Agreement, shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Upon any such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify such provision so as to effect the original intent of 7 the parties as closely as possible and in an acceptable manner with respect to such provision to the greatest extent possible. Section 7. Notice. The Rights Agent and the Company hereby waive any notice requirement with respect to each other under the Rights Agreement, if any, pertaining to the matters covered by this Amendment. Section 8. No Other Effect. Except as expressly set forth herein, the Rights Agreement shall not by implication or otherwise be supplemented or amended by virtue of this Amendment, but shall remain in full force and effect, as amended hereby. Section 9. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 8 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date and year first above written. PHARMACIA CORPORATION By /s/ Judith Reinsdorf ----------------------------------------- Name: Judith Reinsdorf Title: Vice President and Assistant Secretary MELLON INVESTOR SERVICES LLC By /s/ Daniel M. Egan ----------------------------------------- Name: Daniel M. Egan Title: Vice President 9 -----END PRIVACY-ENHANCED MESSAGE-----