As filed with the Securities and Exchange Commission on Oct. 11, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): OCT. 11, 2005
MONSANTO COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware 001-16167 43-1878297
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
800 North Lindbergh Blvd.,
St. Louis, MO 63167
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 694-1000
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations under any of the following
provisions (see General Instruction A.2. below):
[ ] 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 13a-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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The information included in Exhibit 99, which is attached hereto and
incorporated herein by reference, is being made purely on a voluntary basis to
illustrate to investors the pro forma effects of the acquisitions of Seminis,
Inc. and Emergent Genetics, Inc. and Emergent Genetics India Ltd. (collectively,
"Emergent") on Monsanto Company's ("Monsanto" or the "company") historical
statements of consolidated operations. The unaudited pro forma condensed
combined statements of operations combines the historical statements of
consolidated operations of Monsanto, Seminis and Emergent, giving effect to the
acquisitions as if they had occurred on Sept. 1, 2003, the beginning of
Monsanto's 2004 fiscal year. Pro forma information for fiscal years 2005 and
2004 has been included. Monsanto has elected to disclose this information to
give investors a better understanding of the acquisitions. Though Monsanto was
not required to provide this information, it is being provided in conformity
with Article 11 of Regulation S-X. Investors are cautioned that past results may
not be indicative of future performance.
We are furnishing the information contained in this report, including the
Exhibit, pursuant to "Item 2.02 Results of Operations and Financial Condition"
of Form 8-K promulgated by the SEC. This information shall not be deemed to be
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that section, unless we specifically
incorporate it by reference in a document filed under the Securities Act of 1933
or the Exchange Act. By furnishing this information on Form 8-K, we make no
admission as to the materiality of any information in this report, including the
Exhibit.
SIGNATURE
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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 thereunto duly authorized.
MONSANTO COMPANY
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(Registrant)
By: /s/ RICHARD B. CLARK
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Richard B. Clark
Vice President and Controller
Date: Oct. 11, 2005
EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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99 Unaudited pro forma condensed combined financial statements