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As filed with the Securities and Exchange Commission on June 29, 2001
Registration No. 333-**
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PHARMACIA CORPORATION
(Exact name of company as specified in its charter)
DELAWARE 43-0420020
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
100 ROUTE 206 NORTH
PEAPACK, NJ 07977
(Address of principal executive offices) (Zip Code)
MONSANTO
SAVINGS AND INVESTMENT PLAN
(Full title of the plan)
DON W. SCHMITZ, ESQUIRE
VICE PRESIDENT, ASSOCIATE GENERAL COUNSEL AND CORPORATE SECRETARY
PHARMACIA CORPORATION
100 ROUTE 206 NORTH
PEAPACK, NJ 07977
(Name and address of agent for service)
908-901-8000
(Telephone number, including area code, of agent for service)
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Copy of all communications to:
ROBERT J. LICHTENSTEIN
MORGAN, LEWIS & BOCKIUS LLP
1701 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19103-2921
(215) 963-5000
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be Offering price Aggregate Amount of
to be registered Registered (1) per share (2) Offering price (2) registration fee
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Pharmacia Common Stock 180,000 $49.13 $8,843,400 $2,210.85
Plan Interests Indeterminate N/A N/A N/A
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(1) This Registration Statement covers 180,000 shares of the Registrant's
Common Stock which may be offered or sold pursuant to the Monsanto
Savings and Investment Plan. In addition, pursuant to Rule 416(c) of the
Securities Act of 1933, this Registration Statement covers an
indeterminate amount of plan interests which may be offered or sold
pursuant to the Monsanto Savings and Investment Plan. Pursuant to Rule
457(h)(2), no separate registration fee is required with respect to the
interests in the plan. This Registration Statement also relates to an
indeterminate number of shares of Common Stock of the Registrant which
may be issued upon stock splits, stock dividends, or similar
transactions in accordance with Rule 416.
(2) Estimated pursuant to Rule 457(c) and (h) solely for the purpose of
calculating the registration fee, based upon the average high and low
June 25, 2001 sales prices of the Registrant's Common Stock on the New
York Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the U.S. Securities and Exchange
Commission (the "Commission") by Pharmacia Corporation (the "Company") pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this Form S-8 Registration Statement (the
"Registration Statement") and made a part hereof:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 2000 (the "2000 10-K"); and
2. The Company's latest Quarterly Report on Form 10-Q.
3. The description of the Common Stock of the Registrant contained on
the Registration Statement on Form S-4, which was filed with the Commission on
February 22, 2000, including any amendment thereto 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.
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 of 1933
(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
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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
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4 Certificate of Incorporation and By-laws of
Pharmacia Corporation (incorporated by
reference to the Company's Registration
Statement on Form S-4 filed with the
Commission on February 22, 2000.)
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of PricewaterhouseCoopers LLP
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; 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;
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; and
(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.
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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.
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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, 2001.
PHARMACIA CORPORATION
By: /s/ Fred Hassan
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Name: Fred Hassan
Title: Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the date indicated below.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below
constitutes and appoints Don W. Schmitz, attorney for me and in my name and on
my behalf to sign the Registration Statement on Form S-8, and any amendments
thereto, of Pharmacia Corporation to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, with respect to the issue and sale
of shares of Common Stock of Pharmacia Corporation pursuant to the provisions of
the Monsanto Company Savings and Investment Plan, and generally to do and
perform all things necessary to be done in the premises as fully and effectually
in all respects as I could do if personally present.
Signature Title Date
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/s/ Fred Hassan Chairman and Chief June 26, 2001
----------------------------- Executive Officer
Fred Hassan (Principal Executive Officer)
/s/ Christopher J. Coughlin Executive Vice President June 26, 2001
----------------------------- and Chief Financial Officer
Christopher J. Coughlin (Principal Financial Officer)
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/s/ Robert G. Thompson Senior Vice President June 26, 2001
----------------------------- and Controller (Principal
Robert G. Thompson Accounting Officer)
/s/ Frank C. Carlucci Director June 26, 2001
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Frank C. Carlucci
/s/ M. Kathryn Eickhoff Director June 26, 2001
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M. Kathryn Eickhoff
/s/ Michael Kantor Director June 26, 2001
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Michael Kantor
/s/ Gwendolyn S. King Director June 26, 2001
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Gwendolyn S. King
/s/ Philip Leder, MD Director June 26, 2001
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Philip Leder, MD
/s/ R.L. Berthold Director June 26, 2001
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R.L. Berthold Lindqvist
/s/ Olof G. Lund Director June 26, 2001
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Olof G. Lund
/s/ C. Steven McMillan Director June 26, 2001
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C. Steven McMillan
/s/ William U. Parfet Director June 26, 2001
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William U. Parfet
/s/ Jacobus F.M. Peters Director June 26, 2001
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Jacobus F.M. Peters
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/s/ Ulla B. Reinius Director June 26, 2001
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Ulla B. Reinius
/s/ William D. Ruckelshaus Director June 26, 2001
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William D. Ruckelshaus
/s/ Bengt I. Samuelsson Director June 26, 2001
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Bengt I. Samuelsson
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INDEX TO EXHIBITS
EXHIBIT NUMBERS EXHIBIT
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4 Certificate of Incorporation and By-laws of
Pharmacia Corporation (incorporated by
reference to the Company's Registration
Statement on Form S-4 filed with the
Commission on February 22, 2000.)
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of PricewaterhouseCoopers LLP
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