-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, gHz1Z3eY8Njsr6xztQ9hpkXgp9dvlnBnFxaYzLZKL5IkSPNFgcJbxQn83v447yir UvNWzY6uHMM/ajyAuZOtzg== 0000950114-94-000066.txt : 19940502 0000950114-94-000066.hdr.sgml : 19940502 ACCESSION NUMBER: 0000950114-94-000066 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940429 EFFECTIVENESS DATE: 19940518 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONSANTO CO CENTRAL INDEX KEY: 0000067686 STANDARD INDUSTRIAL CLASSIFICATION: 2800 IRS NUMBER: 430420020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-53365 FILM NUMBER: 94525294 BUSINESS ADDRESS: STREET 1: 800 N LINDBERGH BLVD CITY: ST LOUIS STATE: MO ZIP: 63167 BUSINESS PHONE: 3146941000 FORMER COMPANY: FORMER CONFORMED NAME: MONSANTO CHEMICAL CO DATE OF NAME CHANGE: 19711003 S-8 1 MONSANTO COMPANY FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1994 Registration Statement File No. 33- =============================================================================== FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MONSANTO COMPANY (Exact name of registrant as specified in its charter) Delaware 43-0420020 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 800 North Lindbergh Boulevard St. Louis, Missouri 63167 (Address of Principal Executive Offices) (Zip Code) SEARLE/MONSANTO STOCK PLAN OF 1994 (Full title of the plan) KARL R. BARNICKOL, ESQ. ASSOCIATE GENERAL COUNSEL MONSANTO COMPANY 800 NORTH LINDBERGH BOULEVARD ST. LOUIS, MISSOURI 63167 (Name and address of agent for service) (314) 694-1000 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------------------
Title of securities Amount to be Proposed Proposed maximum Amount of to be registered registered maximum offering aggregate offering registration fee price per share price Common Stock ($2 par value) 1,430,000* $80.4375** $115,025,625** $39,664.00 - --------------------------------------------------------------------------------------------------------------------------------- * Article I, Section 4 of the Searle/Monsanto Stock Plan of 1994 (the "Searle 1994 Plan") provides that in the event of a stock dividend, stock split, recapitalization, etc., the total number of shares which may be optioned or awarded, the number of shares covered by each outstanding option, commitment or undelivered award, and the price per share of outstanding options shall be equitably adjusted. Accordingly, this registration statement covers, in addition to the number of shares of Common Stock stated above, an indeterminate number of shares which, by reason of any such event, may become subject to the Searle 1994 Plan. ** Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(h)(1) and based on the average of the high and low prices of the Common Stock as reported in The Wall Street Journal for the New York Stock Exchange Composite Transactions for April 26, 1994.
2 Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The documents listed in (a) through (c) below of Monsanto Company (hereinafter referred to as the "Company" or "registrant"), and all such other documents or portions of documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 the filing of such documents. (a) The Company's latest annual report, filed pursuant to Sections 13(a) or 15(d) of the Exchange Act, or the Company's latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933 which contains, either directly or by incorporation by reference, audited consolidated financial statements for the Company's latest fiscal year for which such statements have been filed. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the documents referred to in (a) above. (c) The description of Monsanto Company common stock, $2.00 par value, and the description of associated Preferred Stock Purchase rights contained in registration statements filed under the Exchange Act, including any amendments or reports filed for the purpose of updating such descriptions. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The legality of the Common Stock to be issued pursuant to the Searle 1994 Plan will be passed upon for the Company by Richard W. Duesenberg, Senior Vice President, General Counsel and Secretary of the Company. Mr. Duesenberg beneficially owns 42,658 shares and holds options to purchase an additional 262,831 shares of the Company's Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the General Corporation Law of the State of Delaware sets forth provisions pursuant to which directors, officers, employees and agents of the Company may be indemnified against any liabilities which they may incur in their capacity as such. 1 3 Section 57 of the Company's By-Laws provides for indemnification of directors, officers, employees and agents of the Company. In addition, the Company has entered into indemnification agreements with its directors and officers and maintains directors' and officers' liability insurance for the benefit of its directors and officers. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. See Exhibit Index at page 7. ITEM 9. UNDERTAKINGS. (a) The undersigned 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 of 1933; (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) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. 2 4 (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 undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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. * * * (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification 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 Act and will be governed by the final adjudication of such issue. 3 5 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 the County of St. Louis, and the State of Missouri, on this 25th day of April, 1994. MONSANTO COMPANY (Registrant) By RICHARD W. DUESENBERG -------------------------------------------- (Richard W. Duesenberg, Secretary) 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 --------- ----- ---- * - --------------------------------- Chairman and Director April 25, 1994 (Richard J. Mahoney) (Principal Executive Officer) * - --------------------------------- President and Director April 25, 1994 (Robert B. Shapiro) * - --------------------------------- Senior Vice President April 25, 1994 (Robert B. Hoffman) (Principal Financial Officer) * - --------------------------------- Controller April 25, 1994 (Bruce R. Sents) (Principal Accounting Officer) * - --------------------------------- Director April 25, 1994 (Joan T. Bok) * - --------------------------------- Director April 25, 1994 (Robert M. Heyssel) * - --------------------------------- Director April 25, 1994 (Gwendolyn S. King) 5 6 * - --------------------------------- Director April 25, 1994 (Philip Leder) * - --------------------------------- Director April 25, 1994 (Howard M. Love) * - --------------------------------- Director April 25, 1994 (Frank A. Metz, Jr.) * - --------------------------------- Director April 25, 1994 (Buck Mickel) * - --------------------------------- Director April 25, 1994 (Jacobus F. M. Peters) * - --------------------------------- Director April 25, 1994 (Nicholas L. Reding) - --------------------------------- Director April , 1994 (John S. Reed) * - --------------------------------- Director April 25, 1994 (William D. Ruckelshaus) * - --------------------------------- Director April 25, 1994 (John B. Slaughter) * Richard W. Duesenberg, by signing his name hereto, does sign this document on behalf of the above noted individuals, pursuant to powers of attorney duly executed by such individuals which have been filed with the Securities and Exchange Commission. RICHARD W. DUESENBERG ---------------------------------- Attorney-in-Fact
6 7 EXHIBIT INDEX ------------- These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.
EXHIBIT NO. DESCRIPTION ----------- ----------- (4)(i) Form of Rights Agreement, dated as of January 26, 1990 between the Company and The First National Bank of Boston (incorporated herein by reference to Form 8-A filed on January 31, 1990) (5) Opinion re legality (15) Omitted - Inapplicable (23) 1. Consent of Deloitte & Touche - See page 4 2. Consent of Company Counsel - See Exhibit 5 (24) Powers of Attorney (incorporated herein, in the case of all signatories other than Robert B. Hoffman, by reference to Exhibit 24.1 to the Company's Form 10-K for the year ended December 31, 1993 and, in the case of Robert B. Hoffman, by reference to Exhibit 24.2 to the Company's Registration Statement on Form S-8 with respect to the Monsanto Management Incentive Plan of 1994) (27) Not required (28) Omitted - Inapplicable (99) Omitted - Inapplicable
7 EX-5 2 OPINION RE LEGALITY 1 EXHIBIT 5 April 25, 1994 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Gentlemen: As General Counsel of Monsanto Company, a Delaware Corporation having its general offices at 800 North Lindbergh Boulevard, St. Louis, Missouri 63167 (the "Company"), I am familiar with the Registration Statement on Form S-8 being filed by the Company under the Securities Act of 1933, as amended, covering 1,430,000 shares of Monsanto Company Common Stock, $2 par value, ("Common Stock") authorized for delivery to employees upon the exercise of options or the award of bonuses under the Searle/Monsanto Stock Plan of 1994 (the "Searle 1994 Plan"). The Searle 1994 Plan's authorizing delivery of the 1,430,000 shares was approved by the Company's Board of Directors on January 28, 1994 and by the Company stockholders at the Annual Meeting held on April 22, 1994. I am also familiar with the Company's Restated Certificate of Incorporation and its By-Laws, and with all corporate and other proceedings taken by the Board of Directors relative to the authorization of the Searle 1994 Plan, including the proposed original issuance of up to 1,430,000 shares of Common Stock upon the exercise of options or the award of bonuses thereunder. It is my opinion that the Company is a corporation duly organized and validly existing under the laws of the State of Delaware; that the Searle 1994 Plan, including the authority to issue up to 1,430,000 shares of Common Stock thereunder, has been duly authorized by appropriate corporate action of the Company; and that the aforesaid 1,430,000 shares of Common Stock, when issued and delivered pursuant to the provisions of the Searle 1994 Plan, will be legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to said Registration Statement and to its use in connection therewith. I further consent to the reference to Company counsel in the "Commitments and Contingencies" note to the financial statements incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated by reference in said Registration Statement. My consent to the reference to Company counsel in the note is not an admission that the consent is required by Section 7 of the Securities Act of 1933. Very truly yours, RICHARD W. DUESENBERG Richard W. Duesenberg General Counsel EX-23.1 3 CONSENT OF DELOITTE & TOUCHE 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS MONSANTO COMPANY: We consent to the incorporation by reference in this Registration Statement of Monsanto Company on Form S-8 of our opinions dated February 25, 1994, appearing in and incorporated by reference in your annual report on Form 10-K for the year ended December 31, 1993. DELOITTE & TOUCHE DELOITTE & TOUCHE Saint Louis, Missouri April 29, 1994 4 -----END PRIVACY-ENHANCED MESSAGE-----