-----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, QweotfgDBxyzWMUcxZNdvMvvr0j1Sr1A0xgwOJkO5bbij6BzrE+JKNKKM+GlHCdF HLubA+3FsmyFdcn759FWhA== 0000950123-00-003417.txt : 20000410 0000950123-00-003417.hdr.sgml : 20000410 ACCESSION NUMBER: 0000950123-00-003417 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20000407 EFFECTIVENESS DATE: 20000407 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: 333-34344 FILM NUMBER: 596366 BUSINESS ADDRESS: STREET 1: 100 ROUTE 206 NORTH CITY: PEAPACK STATE: NJ ZIP: 07977 BUSINESS PHONE: 888-768-5501 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 PHARMACIA CORPORATION 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 7, 2000 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 (I.R.S. Employer Identification No.) Incorporation or Organization) 100 ROUTE 206 NORTH 07977 PEAPACK, NEW JERSEY (Zip Code) (Address of principal executive offices) PHARMACIA & UPJOHN, INC. EMPLOYEE SAVINGS PLAN PHARMACIA & UPJOHN, INC. SAVINGS PLUS PLAN (Full title of the plans) DON W. SCHMITZ, ESQ. VICE PRESIDENT, ASSOCIATE GENERAL COUNSEL AND CORPORATE SECRETARY PHARMACIA CORPORATION 100 ROUTE 206 NORTH PEAPACK, NEW JERSEY 07977 (Name and address of agent for service) (908) 901-8000 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- --------------------------------------------- -------------------- ---------------------- ---------------------- ------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) (2) - --------------------------------------------- -------------------- ---------------------- ---------------------- ------------------- Common Stock, par value $2.00 per share, and associated preferred stock purchase rights....................................... 6,420,000 $49.8125 $319,796,250 $84,427 ============================================= ==================== ====================== ====================== ===================
(1) This Registration Statement covers shares of Common Stock of Pharmacia Corporation and associated preferred stock purchase rights which may be offered or sold pursuant to the Pharmacia & Upjohn, Inc. Employee Savings Plan and Pharmacia & Upjohn, Inc. Savings Plus Plan. 6,000,000 shares are being registered pursuant to the Pharmacia & Upjohn, Inc. Employee Savings Plan and 420,000 shares are being registered pursuant to the Pharmacia & Upjohn, Inc. Savings Plus Plan. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers such additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or certain other capital adjustments. (2) Estimated pursuant to Paragraphs (c) and (h) of Rule 457 under the Securities Act, solely for the purpose of calculating the registration fee, based upon the average of the high and low sales prices of shares of Monsanto Company Common Stock on March 31, 2000, as reported on the New York Stock Exchange, Inc. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION All information required by Part I to be contained in the prospectus is omitted from this Registration Statement in accordance with Rule 424 and Rule 428 under the Securities Act. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION Any documents which Pharmacia Corporation (formerly Monsanto Company) (the "Company") incorporated by reference in Item 3 of Part II of this Form S-8 Registration Statement (the "Registration Statement") are incorporated by reference in the Section 10(a) prospectus and are available without charge, upon written or oral request, by contacting the Company at 100 Route 206, Peapack, New Jersey 07977 (908) 901-8000. All other information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 424 and Rule 428 under the Securities Act and the "Note" to Part I of this Form S-8. I-1 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the United States Securities and Exchange Commission (the "Commission") by the Company (File No. 1-2516) pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated by reference in this Registration Statement and made a part hereof: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1999, as filed on March 20, 2000; 2. The Company's amended Annual Report on Form 10-K/A for the year ended December 31, 1998, as filed on January 21, 2000; 3. The Company's amended Quarterly Reports on Form 10-Q/A for the quarters ended March 31, 1999, June 30, 1999 and September 30,1999, as filed on January 21, 2000; 4. The Company's Current Reports on Form 8-K, as filed on January 11, 2000, January 25, 2000 and February 11, 2000; 5. The Company's amended Current Reports on Form 8-K/A, as filed on January 25, 2000 and February 11, 2000; 6. The description of the Company's common stock, par value $2.00 per share, and the description of associated Preferred Stock Purchase Rights contained in registration statements filed under the Exchange Act, including any amendment 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. Independent Accountants The financial statements of the Company incorporated in this Registration Statement by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1999 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. II-1 4 The financial statements of Pharmacia & Upjohn, Inc. incorporated in this Registration Statement by reference to the Current Report on Form 8-K of Monsanto Company filed on January 25, 2000, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. The financial statements of DEKALB Genetics Corporation incorporated in this Registration Statement by reference to the Current Report on Form 8-K/A of Monsanto Company filed on February 8, 1999 and January 25, 2000, have been so incorporated in reliance on the report of Arthur Andersen LLP, independent public accountants, given on the authority of said firm as experts in auditing and accounting. 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. 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 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 - --------------- ------- 4.1 Restated Certificate of Incorporation of Pharmacia Corporation (incorporated herein by reference to Form S-8 filed on April 5, 2000). 4.2 Certificate of Amendment of Pharmacia Corporation Restated Certificate of Incorporation (incorporated herein by reference to Form S-8 filed on April 5, 2000). 4.3 Amended and Restated Bylaws of Pharmacia Corporation (incorporated herein by reference to Form S-8 filed on April 5, 2000). 4.4 Rights Agreement, dated as of December 19, 1999 between the Company and EquiServe Trust Company N.A. (incorporated herein by reference to Form 8-A filed on December 30, 1999). 5.1 Opinion of Assistant General Counsel of Pharmacia Corporation. 5.2 Opinion of Assistant General Counsel of Pharmacia Corporation. II-2 5 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of PricewaterhouseCoopers LLP. 23.3 Consent of Arthur Andersen LLP. 23.4 Consent of Assistant General Counsel of Pharmacia Corporation (included as part of Exhibit 5.1). 23.5 Consent of Assistant General Counsel of Pharmacia Corporation (included as part of Exhibit 5.2). The undersigned Company hereby undertakes that it will submit or has submitted the necessary plans and any amendment thereto to the Internal Revenue ("IRS") in a timely manner, and has made or will make all changes required by the IRS in order to qualify the plan under Section 401 of the Internal Revenue Code. 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. (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. (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. II-3 6 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. II-4 7 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 April 3, 2000. PHARMACIA CORPORATION By: /s/ Fred Hassan Name: Fred Hassan Title: Chief Executive Officer and Director Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
NAME TITLE DATE - ---- ----- ---- /s/ Fred Hassan Chief Executive Office and April 3, 2000 - ----------------------------------- Director (Principal Executive Fred Hassan Officer) /s/ Christopher Coughlin Executive Vice President and April 3, 2000 - ----------------------------------- Chief Financial Officer Christopher Coughlin (Principal Financial and Accounting Officer) /s/ M. Kathryn Eickhoff - ----------------------------------- Director April 3, 2000 M. Kathryn Eickhoff /s/ Michael Kantor - ----------------------------------- Director April 3, 2000 Michael Kantor /s/ Gwendolyn S. King - ----------------------------------- Director April 3, 2000 Gwendolyn S. King
II-5 8 /s/ Olof G. Lund - ----------------------------------- Director April 3, 2000 Olof G. Lund /s/ C. Steven McMillan - ----------------------------------- Director April 3, 2000 C. Steven McMillan /s/ John S. Reed - ----------------------------------- Director April 3, 2000 John S. Reed /s/ Ulla B. Reinius - ----------------------------------- Director April 3, 2000 Ulla B. Reinius /s/ John E. Robson - ----------------------------------- Director April 3, 2000 John E. Robson /s/ William D. Ruckelshaus - ----------------------------------- Director April 3, 2000 William D. Ruckelshaus /s/ Bengt Samuelsson - ----------------------------------- Director April 3, 2000 Bengt Samuelsson /s/ Robert B. Shapiro - ----------------------------------- Chairman of the Board of April 3, 2000 Robert B. Shapiro Directors
II-6 9 INDEX TO EXHIBITS EXHIBIT NUMBERS EXHIBIT - --------------- ------- 4.1 Restated Certificate of Incorporation of Pharmacia Corporation (incorporated herein by reference to Form S-8 filed on April 5, 2000). 4.2 Certificate of Amendment of Pharmacia Corporation Restated Certificate of Incorporation (incorporated herein by reference to Form S-8 filed on April 5, 2000). 4.3 Amended and Restated Bylaws of Pharmacia Corporation (incorporated herein by reference to Form S-8 filed on April 5, 2000). 4.4 Rights Agreement, dated as of December 19, 1999 between the Company and EquiServe Trust Company N.A. (incorporated herein by reference to Form 8-A filed on December 30, 1999). 5.1 Opinion of Assistant General Counsel of Pharmacia Corporation. 5.2 Opinion of Assistant General Counsel of Pharmacia Corporation. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of PricewaterhouseCoopers LLP. 23.3 Consent of Arthur Andersen LLP. 23.4 Consent of Assistant General Counsel of Pharmacia Corporation (included as part of Exhibit 5.1). 23.5 Consent of Assistant General Counsel of Pharmacia Corporation (included as part of Exhibit 5.2). EX-5.1 2 OPINION OF PHARMACIA CORPORATION 1 Exhibit 5.1 April 7, 2000 Pharmacia Corporation 100 Route 206 North Peapack, New Jersey 07977. Ladies and Gentlemen: I am Assistant General Counsel of Pharmacia Corporation, a Delaware corporation (the "Company"). The Company has prepared a registration statement on Form S-8 (the "Registration Statement") to be filed pursuant to the Securities Act of 1933, as amended (the "Act"), and relating to 6,000,000 shares (the "Shares") of the Company's Common Stock, $2.00 par value per share (the "Common Stock"). The Shares covered by this Registration Statement will be issued pursuant to the Pharmacia & Upjohn, Inc. Employee Savings Plan (the "Plan"). I have examined the Registration Statement and such corporate records, statutes and other documents as I have deemed relevant in rendering this opinion. As to matters of fact, I have relied on representations of officers of the Company. In my examination, I have assumed the genuineness of documents submitted to me as originals and the conformity with originals of documents submitted to me as copies thereof. I have been informed that the trustee of the Plan enters into open-market purchases of issued and outstanding shares of Common Stock for later distribution to participants in the Plan. Based on the foregoing, it is my opinion that any such Shares that may be purchased by the trustee of the Plan as of the date hereof for later distribution to participants in the Plan have been validly issued, fully paid and are nonassessable. The opinion set forth above is limited to the General Corporation Law of the State of Delaware. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Sonya M. Davis ------------------ Sonya Meyers Davis Assistant General Counsel EX-5.2 3 OPINION OF PHARMACIA CORPORATION 1 Exhibit 5.2 April 7, 2000 Pharmacia Corporation 100 Route 206 North Peapack, New Jersey 07977. Ladies and Gentlemen: I am Assistant General Counsel of Pharmacia Corporation, a Delaware corporation (the "Company"). The Company has prepared a registration statement on Form S-8 (the "Registration Statement") to be filed pursuant to the Securities Act of 1933, as amended (the "Act"), and relating to 420,000 shares (the "Shares") of the Company's Common Stock, $2.00 par value per share (the "Common Stock"). The Shares covered by this Registration Statement will be issued pursuant to the Pharmacia & Upjohn, Inc. Savings Plus Plan (the "Plan"). I have examined the Registration Statement and such corporate records, statutes and other documents as I have deemed relevant in rendering this opinion. As to matters of fact, I have relied on representations of officers of the Company. In my examination, I have assumed the genuineness of documents submitted to me as originals and the conformity with originals of documents submitted to me as copies thereof. I have been informed that the administrator of the Plan enters into open-market purchases of issued and outstanding shares of Common Stock for later distribution to participants in the Plan. Based on the foregoing, it is my opinion that any such Shares that may be purchased by the administrator of the Plan as of the date hereof for later distribution to participants in the Plan have been validly issued, fully paid and are nonassessable. The opinion set forth above is limited to the General Corporation Law of the State of Delaware. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Sonya M. Davis ------------------ Sonya Meyers Davis Assistant General Counsel EX-23.1 4 CONSENT OF DELOITTE AND TOUCHE LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS PHARMACIA CORPORATION: We consent to the incorporation by reference in this Registration Statement of Pharmacia Corporation on Form S-8 of our report dated February 25, 2000 incorporated by reference in the Annual Report on Form 10-K of Monsanto Company for the year ended December 31, 1999. We also consent to the reference to us under the caption "Independent Accountants" in such Registration Statement. /s/ Deloitte & Touche LLP - ------------------------- Deloitte & Touche LLP St. Louis, Missouri March 31, 2000 EX-23.2 5 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 Pharmacia Corporation of our report dated February 10, 1999, except as to Note 1 relating to the pooling of interests with SUGEN, Inc. which is as of August 31, 1999, relating to the financial statements of Pharmacia & Upjohn, Inc., which appears in the Current Report on Form 8-K of Monsanto Company filed on January 25, 2000. We also consent to the reference to us under the heading "Independent Accountants" in such Registration Statement. /s/ PricewaterhouseCoopers LLP - ------------------------------ PricewaterhouseCoopers LLP Florham Park, New Jersey April 5, 2000 EX-23.3 6 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report (relating to the financial statements of DEKALB Genetics Corporation) dated October 2, 1998, included in Monsanto Company's Form 8-K/A filed on February 8, 1999 and January 25, 2000 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP - ----------------------- Arthur Andersen LLP Chicago, Illinois April 4, 2000 -----END PRIVACY-ENHANCED MESSAGE-----