As filed with the Securities and Exchange Commission on January 21, 2005
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Registration No. ____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MONSANTO COMPANY
(Exact name of registrant as specified in its charter)
Delaware 43-1878297
(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)
MONSANTO COMPANY 2005 LONG-TERM INCENTIVE PLAN
(INCLUDING THE MONSANTO COMPANY NON-EMPLOYEE DIRECTOR
EQUITY INCENTIVE COMPENSATION PLAN)
(Full title of the plan)
Charles W. Burson, Esq.
Executive Vice President, Secretary and 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
Proposed Proposed
Amount to maximum maximum
be offering aggregate Amount of
Title of each class Registered price per offering registration
of securities to be registered share (1) price (1) fee
Monsanto Company 2005
Long-Term Incentive Plan,
Common Stock $.01 par value (2) 12,000,000 $56.46 $677,520,000 $79,744.10
Monsanto Company Non-Employee (3) (3) (3) (3)
Director Equity
Incentive Compensation Plan,
Common Stock, $.01 par value
(2)(3)
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h). The proposed maximum offering
price per share represents the average of the high and low prices of the
Common Stock on January 18, 2005, as reported in The Wall Street Journal
for the New York Stock Exchange Composite Transactions.
(2) This Registration Statement also covers such additional indeterminate
shares of Common Stock as may be issuable pursuant to antidilution
provisions of the Monsanto Company 2005 Long-Term Incentive Plan and the
Monsanto Company Non-Employee Director Equity Incentive Plan. Pursuant to
Rule 416(a) of the Securities Act of 1933, as amended, this Registration
Statement shall also cover any additional shares of the Registrant's Common
Stock that become issuable under the Monsanto Company 2005 Long-Term
Incentive Plan and the Monsanto Company Non-Employee Director Equity
Incentive Compensation Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without receipt of
consideration or other similar transaction effected without receipt of
consideration that increases the number of the Registrant's outstanding
shares of Common Stock.
(3) Shares issuable under the Non-Employee Director Equity Incentive
Compensation Plan after August 31, 2005 will be automatically granted under
the Monsanto Company 2005 Long-Term Incentive Plan; accordingly, no
separate registration fee is payable with respect to the Non-Employee
Director Equity Incentive Compensation Plan.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be
sent or given to participating employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents need
not be filed with the Commission either as part of this registration statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this registration
statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act. See Rule 428(a)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents that Monsanto Company (the "Company" or the
"Registrant") has filed with the Securities and Exchange Commission (the
"Commission") are incorporated in this Registration Statement by reference and
made a part hereof (except for the portions of the Company's Current Reports
furnished, as opposed to filed, on Form 8-K):
(a) The Company's Annual Report on Form 10-K for the year ended August
31, 2004, filed November 3, 2004.
(b)(1) The Company's Current Report on Form 8-K, filed November 4,
2004.
(b)(2) The Company's Current Report on Form 8-K, filed December 20,
2004.
(b)(3) The Company's Current Report on Form 8-K, filed January 5, 2004.
(b)(4) The Company's Quarterly Report on Form 10-Q for the quarter
ended November 30, 2004, filed January 10, 2005;
(c) The description of the Company's Common Stock as contained in Item
1 of the Company's Registration Statement on Form 8-A filed October 10,
2000, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, (the "Exchange Act")
(except for the portions of the Company's Current Reports furnished, as opposed
to filed, on Form 8-K) subsequent to the effective date of this Registration
Statement, but prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered hereby have been
sold or de-registering 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.
Any statement contained herein or in any 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 or superseded shall not be deemed to
constitute a part of this Registration Statement, except as so modified or
superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock registered pursuant to this Registration
Statement to be issued pursuant to the Monsanto Company 2005 Long-Term Incentive
Plan, including the Monsanto Company Non-Employee Director Equity Incentive
Compensation Plan will be passed upon for the Company by Charles W. Burson,
Executive Vice President, Secretary and General Counsel of the Company, who
beneficially 30,000 shares of common stock and who is a participant in various
employment benefit plans offered by the Company and owns or has options to
purchase shares of Common Stock pursuant to such plans.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware permits
indemnification of directors, officers, employees and agents of corporations
under certain conditions and subject to certain limitations. Section 59 of the
Registrant's Amended and Restated By-Laws requires indemnification of any person
made a party to any proceeding by reason of the fact that the person is or was a
director or officer of the Registrant, or serving at the request of the
Registrant as a director, officer, or fiduciary of another enterprise, including
employee benefit plans; and permits indemnification of any person made a party
to any proceeding by reason of the fact that the person is or was an employee or
agent of the Registrant, or was serving at the request of the Registrant as an
employee or agent of another enterprise, including employee benefit plans. The
Amended and Restated By-Laws provide for certain conditions to such
indemnification. Article IX of the Registrant's Amended and Restated Certificate
of Incorporation eliminates the liability of directors of the Registrant under
certain circumstances for breaches of fiduciary duty to the Registrant and its
shareholders.
The Registrant maintains directors' and officers' liability insurance coverage.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
See Exhibit Index.
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;
(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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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;
(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.
(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.
* * *
(c) 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 Securities Act and will be governed by the final
adjudication of such issue.
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 city of St. Louis, state of Missouri, on this 21st day of
January, 2005.
MONSANTO COMPANY
(Registrant)
By: /s/ Charles W. Burson
-------------------------------------
Name: Charles W. Burson
Title: Executive Vice President,
Secretary and General Counsel
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 of the Board of Directors January 21, 2005
------------------------------------ President and Chief Exeuctive
(Hugh Grant) Officer (Principal Executive Officer)
* Director January 21, 2005
------------------------------------
(Frank V. AtLee III)
* Director January 21, 2005
------------------------------------
(John W. Bachmann)
* Director January 21, 2005
------------------------------------
(Gwendolyn S. King)
* Director January 21, 2005
------------------------------------
(Sharon R. Long)
* Director January 21, 2005
------------------------------------
(C. Steven McMillan)
* Director January 21, 2005
------------------------------------
(William U. Parfet)
* Director January 21, 2005
------------------------------------
(George H. Poste)
* Director January 21, 2005
------------------------------------
(Robert J. Stevens)
* Executive Vice President and January 21, 2005
------------------------------------ Chief Financial Officer
(Terrell K. Crews) (Principal Financial Officer)
* Vice President and Controller January 21, 2005
---------------------------------- (Principal Accounting Officer)
(Richard B. Clark)
* Charles W. Burson, 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
as an Exhibit to this Registration Statement.
/s/ Charles W. Burson
By: Charles W. Burson
Attorney-in-Fact
EXHIBIT INDEX
Exhibit No. Description
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4 Form of Specimen Certificate of the Registrant's Common Stock
(incorporated herein by reference to Exhibit 4.1 to the
Registration Statement on Form S-1, as amended
(File No. 333-36956))
5 Opinion of Charles W. Burson relating to the legality of the
Common Stock
10.1 Monsanto Company 2005 Long-Term Incentive Plan (incorporated
by reference to the Company's Definitive Proxy Statement,
Appendix C, filed December 9, 2004)
10.2 Non-Employee Director Equity Incentive Compensation Plan, as
amended and restated effective December 3, 2003 (incorporated
by reference to Exhibit 10.15 to the Company's Form 10-Q for
the period ended November 30, 2003 (File No. 1-16167))
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Company Counsel (See Exhibit 5)
24 Power of Attorney