-----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, OPfxIF7C+b9ztLlm0ThdM1Ze0wzFjKDHOQD4Re7pgK7tccVTwN0kb/gS4DhHNErW 71Qo4jMERJTsAANET1eAiQ== 0000902277-04-000054.txt : 20040827 0000902277-04-000054.hdr.sgml : 20040827 20040827160353 ACCESSION NUMBER: 0000902277-04-000054 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040827 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040827 DATE AS OF CHANGE: 20040827 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELTA & PINE LAND CO CENTRAL INDEX KEY: 0000902277 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 621040440 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14136 FILM NUMBER: 041002636 BUSINESS ADDRESS: STREET 1: ONE COTTON ROW CITY: SCOTT STATE: MS ZIP: 38772 BUSINESS PHONE: 6017423351 MAIL ADDRESS: STREET 1: ONE COTTON ROW CITY: SCOTT STATE: MS ZIP: 38772 8-K 1 dpl8k082704.txt 8 K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2004 (August 24, 2004) DELTA AND PINE LAND COMPANY (Exact name of registrant as specified in its charter) Delaware 62-1040440 (State or other jurisdiction (IRS employer of incorporation) identification No.) 000-21788 (Commission file number) One Cotton Row, Scott, Mississippi 38772 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (662) 742-4000 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01. Entry into a Material Definitive Agreement. Attached and incorporated herein by reference as Exhibit 99.1 is a copy of a press release of Delta and Pine Land Company ("D&PL") dated August 24, 2004 announcing agreements entered into on August 24, 2004 between D&PL and Syngenta Crop Protection AG ("Syngenta"). Under the agreements with Syngenta, D&PL obtains global licenses to develop and commercialize Syngenta's innovative insect resistance technology in cottonseed. In addition, D&PL obtained licenses to a wide range of other Syngenta enabling technologies that may be useful in developing valuable new products for use in cottonseed and soybean seed. In return for the licenses, D&PL is to pay Syngenta approximately $47 million in installments due primarily over the next three years. Under the agreements, D&PL is scheduled to pay Syngenta $14.1 million in calendar year 2004, $11.6 million in calendar year 2005, $8.7 million in calendar year 2006, $3.2 million in calendar years 2007 and 2008, and $3.0 million in calendar years 2009 and 2010. Upon commercialization of products containing Syngenta traits, D&PL will receive 70% of the net licensing revenues related to the insect resistant traits covered by the agreements. Note that executive management discussed additional information about this agreement during a conference call held August 24, 2004 at 10 a.m. ET/9 a.m. CT. The call will be available on http://www.vcall.com for 90 days, and is also available for replay through midnight, Tuesday, August 31, 2004, by dialing 800-642-1687 (International, 706-645-9291) and entering reservation number: 9659709. Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit No. Description - ----------- ----------- 99.1 Press Release dated August 24, 2004. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DELTA AND PINE LAND COMPANY Date: August 27, 2004 /s/ R.D. Greene ----------------------------------- R. D. Greene, Vice President - Finance, Treasurer and Assistant Secretary EX-99 2 ex9901082304.txt EXHIBIT 99.10 FOR IMMEDIATE RELEASE NEWS Delta and Pine Land Company P.O. Box 157 Scott, Mississippi 38772 - ------------------------------------------------------------------------------- Contacts: Investors Financial Media Tom Jagodinski Keil Decker/Stephanie Pillersdorf Delta and Pine Land Company Citigate Sard Verbinnen (662) 742-4518 (212) 687-8080 DELTA AND PINE LAND COMPANY ANNOUNCES AGREEMENT TO LICENSE SYNGENTA COTTON TRAITS SCOTT, MS, August 24, 2004 -- Delta and Pine Land Company (NYSE: DLP) ("D&PL"), a leading commercial breeder, producer and marketer of cotton planting seed, and Syngenta (NYSE: SYT) today announced that D&PL has acquired licenses from Syngenta to deliver novel biotechnology products to cotton growers worldwide. The Company will host a conference call to discuss this transaction later today. Under the agreements with Syngenta, D&PL obtains global licenses to develop and commercialize Syngenta's innovative insect resistance technology in cottonseed. In addition, D&PL obtained licenses to a wide range of other Syngenta enabling technologies that may be useful in developing valuable new products for use in cottonseed and soybean seed. In return for the licenses, D&PL will pay Syngenta approximately $47 million in installments due primarily over the next three years. Upon commercialization of products containing Syngenta traits, D&PL will receive 70% of the net licensing revenues related to the insect resistant traits covered by the agreements. Tom Jagodinski, President and Chief Executive Officer, said, "This agreement with Syngenta represents another move forward within our technology strategy to provide increased value to farmers. Cotton producers count on D&PL genetics, and we have taken several steps in recent years to insure our varieties are paired with the best technologies. For some time, we have been working with Syngenta on a research basis and the potential of their technology to our customers and D&PL is clear. We are very pleased to be able to expand our relationship to offer Syngenta's excellent technology to our customers." The first product to be commercialized under the agreements will be VipCot(TM), a novel insect control trait. Depending on the timing of regulatory approval, D&PL expects to have limited quantities of seed available as early as 2006. Subsequent varieties are expected to contain VipCot stacked with a herbicide tolerant trait and thereafter with another insect resistant gene. D&PL's technology strategy is designed to offer a variety of technologies from multiple sources to farmers in the near-term and into the future. D&PL's commercial varieties currently contain Monsanto's Bollgard(R), Bollgard(R) II and Roundup Ready(R) traits. In addition, D&PL has incorporated Monsanto's Roundup Ready(R) Flex technology and Syngenta's VipCot traits into its research and testing programs. D&PL also continues to develop insect resistance, herbicide tolerant and nematode resistance traits for cotton through its joint venture with Verdia (now owned by DuPont). 2004 Earnings Impact D&PL anticipates incurring a pre-tax charge of approximately $37.5 million for a write off of in-process research and development and related transaction expenses in the fourth quarter of 2004 related to the acquisition of these licenses. As a result of these charges, the prior guidance estimate for the fourth quarter should be adjusted to a fourth quarter loss of $0.68 to $0.72 cents per diluted share in 2004, compared to a loss of $0.25 in 2003. D&PL's previously announced 2004 annual earnings guidance of $0.67 to $0.75 per diluted share should be adjusted to an estimated income of $0.08 to $0.16 per diluted share for the entire year. This revised guidance also includes the impact of $0.19 to $0.21 per diluted share from expenses related to the Monsanto/Pharmacia litigation, which is unchanged from our previous guidance. Conference Call D&PL will hold a conference call with the investment community to review this announcement on Tuesday, August 24, 2004, at 10:00 a.m. ET/9:00 a.m. CT. The call can be accessed by dialing 800-374-0532 (International, 706-634-0148) and access code 9659709. Live audio of the conference call will also be accessible at www.vcall.com. The call will be available on the website for 90 days, and will also be available for replay from 11:00 a.m. ET/10:00 a.m. CT on Tuesday, August 24, 2004, through midnight, Tuesday, August 31, 2004, by dialing 800-642-1687 (International, 706-645-9291) and entering reservation number: 9659709. About Delta and Pine Land Company Delta and Pine Land Company is a leading commercial breeder, producer and marketer of cotton planting seed. Headquartered in Scott, Mississippi, with multiple offices in eight states and facilities in several foreign countries, D&PL also breeds, produces and markets soybean planting seed in the U.S. For more information, please refer to the Company's website at www.deltaandpine.com. # # # Certain matters discussed in this release are "forward-looking statements," including statements about the Company's future plans, goals and other events which have not yet occurred. These statements are intended to qualify for the safe harbors from liability provided by the Private Securities Litigation Reform Act of 1995. They can generally be identified because the context of such statements will include words such as "believes," "anticipates," "expects" or words of similar import. It is the nature of agricultural seed businesses that supply, demand and their timing are affected by many variables, including commodity prices, weather and government policy. Due to the seasonal nature of the seed business, the Company typically incurs losses in its first and fourth quarters. Additional risks and uncertainties with respect to the Company's business and forward looking statements are set forth in the Company's latest filings with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----