-----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, B8KAYed7dR+SPZgVrxNndBFoH6x5TG98/so0bir6bzELncM6xlnxVBnE1bR/y34N V8VQ9SiLpf/qBWEnbBNcbg== 0000893220-01-500419.txt : 20010702 0000893220-01-500419.hdr.sgml : 20010702 ACCESSION NUMBER: 0000893220-01-500419 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010629 EFFECTIVENESS DATE: 20010629 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: S-8 SEC ACT: SEC FILE NUMBER: 333-64120 FILM NUMBER: 1670886 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 CO DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MONSANTO CHEMICAL CO DATE OF NAME CHANGE: 19711003 S-8 1 w50989s-8.txt MONSANTO SAVINGS AND INVESTMENT PLAN 1 As filed with the Securities and Exchange Commission on June 29, 2001 Registration No. 333-** ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- PHARMACIA CORPORATION (Exact name of company as specified in its charter) DELAWARE 43-0420020 (State or Other Jurisdiction of Incorporation (I.R.S. Employer or Organization) Identification No.) 100 ROUTE 206 NORTH PEAPACK, NJ 07977 (Address of principal executive offices) (Zip Code)
MONSANTO SAVINGS AND INVESTMENT PLAN (Full title of the plan) DON W. SCHMITZ, ESQUIRE VICE PRESIDENT, ASSOCIATE GENERAL COUNSEL AND CORPORATE SECRETARY PHARMACIA CORPORATION 100 ROUTE 206 NORTH PEAPACK, NJ 07977 (Name and address of agent for service) 908-901-8000 (Telephone number, including area code, of agent for service) ---------------------- Copy of all communications to: ROBERT J. LICHTENSTEIN MORGAN, LEWIS & BOCKIUS LLP 1701 MARKET STREET PHILADELPHIA, PENNSYLVANIA 19103-2921 (215) 963-5000 CALCULATION OF REGISTRATION FEE
============================================================================================================ Proposed maximum Proposed maximum Title of securities Amount to be Offering price Aggregate Amount of to be registered Registered (1) per share (2) Offering price (2) registration fee - ------------------------------------------------------------------------------------------------------------ Pharmacia Common Stock 180,000 $49.13 $8,843,400 $2,210.85 Plan Interests Indeterminate N/A N/A N/A ============================================================================================================
(1) This Registration Statement covers 180,000 shares of the Registrant's Common Stock which may be offered or sold pursuant to the Monsanto Savings and Investment Plan. In addition, pursuant to Rule 416(c) of the Securities Act of 1933, this Registration Statement covers an indeterminate amount of plan interests which may be offered or sold pursuant to the Monsanto Savings and Investment Plan. Pursuant to Rule 457(h)(2), no separate registration fee is required with respect to the interests in the plan. This Registration Statement also relates to an indeterminate number of shares of Common Stock of the Registrant which may be issued upon stock splits, stock dividends, or similar transactions in accordance with Rule 416. (2) Estimated pursuant to Rule 457(c) and (h) solely for the purpose of calculating the registration fee, based upon the average high and low June 25, 2001 sales prices of the Registrant's Common Stock on the New York Stock Exchange. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the U.S. Securities and Exchange Commission (the "Commission") by Pharmacia Corporation (the "Company") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference in this Form S-8 Registration Statement (the "Registration Statement") and made a part hereof: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 2000 (the "2000 10-K"); and 2. The Company's latest Quarterly Report on Form 10-Q. 3. The description of the Common Stock of the Registrant contained on the Registration Statement on Form S-4, which was filed with the Commission on February 22, 2000, including any amendment thereto or report filed for the purpose of updating such description. All documents and reports filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents or reports. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified shall not be deemed to constitute a part of the Registration Statement except as so modified and any statement so superseded shall not be deemed to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation's board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933 (the "Securities Act"). The Company's Certificate of Incorporation and By-laws provide for indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law. In addition, the Company has 2 3 entered into Indemnification Agreements with its executive officers and directors. The Company has also purchased and maintained insurance for its officers, directors, employees or agents against liabilities which an officer, a director, an employee or an agent may incur in his capacity as such. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable ITEM 8. EXHIBITS.
EXHIBIT NUMBERS EXHIBIT ----------------------------------------------------------------- 4 Certificate of Incorporation and By-laws of Pharmacia Corporation (incorporated by reference to the Company's Registration Statement on Form S-4 filed with the Commission on February 22, 2000.) 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of PricewaterhouseCoopers LLP
ITEM 9. UNDERTAKINGS. The undersigned hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those subparagraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. 3 4 The undersigned company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 4 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Peapack, State of New Jersey on June 26, 2001. PHARMACIA CORPORATION By: /s/ Fred Hassan ----------------------------------- Name: Fred Hassan Title: Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment thereto has been signed below by the following persons in the capacities and on the date indicated below. Power of Attorney KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Don W. Schmitz, attorney for me and in my name and on my behalf to sign the Registration Statement on Form S-8, and any amendments thereto, of Pharmacia Corporation to be filed with the Securities and Exchange Commission under the Securities Act of 1933, with respect to the issue and sale of shares of Common Stock of Pharmacia Corporation pursuant to the provisions of the Monsanto Company Savings and Investment Plan, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as I could do if personally present.
Signature Title Date - --------- ----- ---- /s/ Fred Hassan Chairman and Chief June 26, 2001 - ----------------------------- Executive Officer Fred Hassan (Principal Executive Officer) /s/ Christopher J. Coughlin Executive Vice President June 26, 2001 - ----------------------------- and Chief Financial Officer Christopher J. Coughlin (Principal Financial Officer)
5 6 /s/ Robert G. Thompson Senior Vice President June 26, 2001 - ----------------------------- and Controller (Principal Robert G. Thompson Accounting Officer) /s/ Frank C. Carlucci Director June 26, 2001 - ----------------------------- Frank C. Carlucci /s/ M. Kathryn Eickhoff Director June 26, 2001 - ----------------------------- M. Kathryn Eickhoff /s/ Michael Kantor Director June 26, 2001 - ----------------------------- Michael Kantor /s/ Gwendolyn S. King Director June 26, 2001 - ----------------------------- Gwendolyn S. King /s/ Philip Leder, MD Director June 26, 2001 - ----------------------------- Philip Leder, MD /s/ R.L. Berthold Director June 26, 2001 - ----------------------------- R.L. Berthold Lindqvist /s/ Olof G. Lund Director June 26, 2001 - ----------------------------- Olof G. Lund /s/ C. Steven McMillan Director June 26, 2001 - ----------------------------- C. Steven McMillan /s/ William U. Parfet Director June 26, 2001 - ----------------------------- William U. Parfet /s/ Jacobus F.M. Peters Director June 26, 2001 - ----------------------------- Jacobus F.M. Peters
6 7 /s/ Ulla B. Reinius Director June 26, 2001 - ----------------------------- Ulla B. Reinius /s/ William D. Ruckelshaus Director June 26, 2001 - ----------------------------- William D. Ruckelshaus /s/ Bengt I. Samuelsson Director June 26, 2001 - ----------------------------- Bengt I. Samuelsson
7 8 INDEX TO EXHIBITS
EXHIBIT NUMBERS EXHIBIT ----------------------------------------------------------------- 4 Certificate of Incorporation and By-laws of Pharmacia Corporation (incorporated by reference to the Company's Registration Statement on Form S-4 filed with the Commission on February 22, 2000.) 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of PricewaterhouseCoopers LLP
8 EX-23.1 2 w50989ex23-1.txt CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT PHARMACIA CORPORATION: We consent to the incorporation by reference in Pharmacia Corporation's Registration Statement on Form S-8 of our report dated February 12, 2001, on the consolidated financial statements of Monsanto Company and subsidiaries as of December 31, 2000 and for the year then ended; and of our report dated February 25, 2000, on the consolidated financial statements of Monsanto Company and subsidiaries as of December 31, 1999, for the year ended December 31, 1999, incorporated by reference in the annual report on Form 10-K of Pharmacia Corporation for the year ended December 31, 2000. /s/ DELOITTE & TOUCHE LLP St. Louis, Missouri June 28, 2001 9 EX-23.2 3 w50989ex23-2.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 12, 2001 relating to the financial statements, which appears in the 2000 Annual Report to Shareholders of Pharmacia Corporation which is incorporated by reference in Pharmacia Corporation's Annual Report on Form 10-K for the year ended December 31, 2000. /s/ PricewaterhouseCoopers LLP - ------------------------------- PricewaterhouseCoopers LLP Florham Park, New Jersey June 28, 2001 10 -----END PRIVACY-ENHANCED MESSAGE-----