-----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, MzePLbS64fx2lOIfMo21FW64+glUhEc5Y1zwhOlvWIPfckQXYgKR4AyHSnsjJuEX R0szyl4QLk+9aIt0nKjjzw== /in/edgar/work/20000626/0000950123-00-006021/0000950123-00-006021.txt : 20000920 0000950123-00-006021.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950123-00-006021 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000626 EFFECTIVENESS DATE: 20000626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHARMACIA CORP /DE/ 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: SEC FILE NUMBER: 333-40136 FILM NUMBER: 660984 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 s-8.txt PHARMACIA CORPORATION 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 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 CORPORATION DIRECTORS EQUITY COMPENSATION AND DEFERRAL 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 AGGREGATE PROPOSED AMOUNT OF TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) FEE (2) - ------------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $2.00 per share, and associated preferred stock purchase rights..................................... 400,000 shares $56.3125 $22,525,000 $5,947 =============================================================================================================================
(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 Corporation Directors Equity Compensation and Deferral 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 Pharmacia Corporation Common Stock on June 19, 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. 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, February 11, 2000, April 13, 2000 and May 22, 2000; 5. The Company's amended Current Report on Form 8-K/A, as filed on January 25, 2000, February 11, 2000; 6. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as filed on May 15, 2000; II-1 3 7. 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. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. II-2 4 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 Sullivan & Cromwell. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of PricewaterhouseCoopers LLP. 23.3 Consent of Arthur Andersen LLP. 23.4 Consent of Sullivan & Cromwell (included as part of Exhibit 5.1). 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; II-3 5 (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. 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 6 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, 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 Officer and - --------------------------- Director (Principal Fred Hassan Executive Officer) June 26, 2000 /s/ Christopher Coughlin Executive Vice President and - --------------------------- Chief Financial Officer Christopher Coughlin (Principal Financial Officer) June 26, 2000 /s/ Robert Thompson Senior Vice President and - --------------------------- Controller (Principal Robert Thompson Accounting Officer) June 26, 2000 /s/ Frank C. Carlucci - --------------------------- Frank C. Carlucci Director June 26, 2000 /s/ M. Kathryn Eickhoff - --------------------------- M. Kathryn Eickhoff Director June 26, 2000 /s/ Philip Leder - --------------------------- Philip Leder Director June 26, 2000 /s/ R.L. Berthold Lindqvist - --------------------------- R.L. Berthold Lindqvist Director June 26, 2000 /s/ Olof G. Lund - --------------------------- Olof G. Lund Director June 26, 2000 /s/ C. Steven McMillan - --------------------------- C. Steven McMillan Director June 26, 2000 /s/ William U. Parfet - --------------------------- William U. Parfet Director June 26, 2000 /s/ Jacobus F.M. Peters - --------------------------- Jacobus F.M. Peters Director June 26, 2000
II-5 7
NAME TITLE DATE - ---- ----- ---- /s/ John S. Read - --------------------------- John S. Reed Director June 26, 2000 /s/ Ulla B. Reinius - --------------------------- Ulla B. Reinius Director June 26, 2000 /s/ John E. Robson - --------------------------- John E. Robson Director June 26, 2000 /s/ William D. Ruckelshaus - --------------------------- William D. Ruckelshaus Director June 26, 2000 /s/ Bengt I. Samuelsson - --------------------------- Bengt I. Samuelsson Director June 26, 2000 /s/ Robert B. Shapiro - --------------------------- Chairman of the Board of Robert B. Shapiro Directors June 26, 2000
II-6 8 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 Sullivan & Cromwell. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of PricewaterhouseCoopers LLP. 23.3 Consent of Arthur Andersen LLP. 23.4 Consent of Sullivan & Cromwell (included as part of Exhibit 5.1). EX-5.1 2 ex5-1.txt OPINION OF SULLIVAN & CROMWELL 1 Exhibit 5.1 [LETTERHEAD OF SULLIVAN & CROMWELL] June 26, 2000 Pharmacia Corporation, 100 Route 206 North, Peapack, New Jersey 07977. Ladies and Gentlemen: In connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 400,000 shares of Common Stock, par value $2.00 per share (the "Shares"), of Pharmacia Corporation, a Delaware corporation (the "Company"), issuable upon the exercise of certain options granted pursuant to the Pharmacia Corporation Directors Equity Compensation and Deferral Plan (the "Plan"), and the related preferred stock purchase rights (the "Rights") to be issued pursuant to the Rights Agreement, dated as of December 19, 1999 (the "Rights Agreement"), between the Company and Equiserve Trust Company N.A., as Rights Agent (the "Rights Agent"), we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, we advise you that, in our opinion: (1) Shares issued pursuant to Stock Awards granted pursuant to the Plan will be validly issued, fully paid and nonassessable. (2) When the related options have been duly exercised in accordance with the Plan and the related option agreements and the exercise price therefor has been duly paid, Shares issued upon exercise of options granted pursuant to the Plan will be validly issued, fully paid and nonassessable. (3) Assuming that the Board of Directors of the Company, after fully informing itself with respect to the Rights Agreement and the Rights after giving due consideration to all relevant matters, determined that the execution and delivery of the Rights thereunder would be in the best interest of the Company and its stockholders, and assuming further that the Rights Agreement has been duly authorized, executed and delivered by the Rights Agent, then when Shares are issued pursuant to Stock Awards granted pursuant to the Plan or upon the exercise of options granted pursuant to the Plan, the Rights attributable to the Shares will be validly issued. 2 In connection with our opinion set forth in paragraph (3) above, we note that the question whether the Board of Directors of the Company might be required to redeem the Rights at some future time will depend upon facts and circumstances existing at that time and, accordingly, is beyond the scope of such opinion. The foregoing opinion is limited to the Federal laws of the United States and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. We have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement relating to the Shares and the Rights. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Sullivan & Cromwell EX-23.1 3 ex23-1.txt CONSENT OF INDEPENDENT AUDITORS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS 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. /s/ Deloitte & Touche LLP Deliotte & Touche LLP St. Louis, Missouri June 22, 2000 EX-23.2 4 ex23-2.txt CONSENT OF INDEPENDENT ACCOUNTANTS 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 7, 2000, except as to the pooling of interests of Monsanto Company and Pharmacia & Upjohn, Inc. which is as of March 31, 2000, relating to the financial statements of Pharmacia Corporation, which appears in Pharmacia Corporation's Current Report on Form 8-K filed on May 22, 2000. We also consent to the incorporation by refeence of our report dated February 7, 2000 relating to the financial statements of Pharmacia & Upjohn, Inc. which appears in Pharmacia Corporation's Current Report on Form 8-K filed on April 13, 2000. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Florham Park, New Jersey June 21, 2000 EX-23.3 5 ex23-3.txt CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 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. ARTHUR ANDERSEN LLP Chicago, Illinois June 22, 2000 -----END PRIVACY-ENHANCED MESSAGE-----