As filed with the Securities and Exchange Commission on February 1, 2002
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Registration No. 333-**
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 (I.R.S. Employer Identification No.)
Incorporation or Organization)
100 Route 206 North
Peapack, NJ 07977
(Address of principal executive offices) (Zip Code)
Pharmacia Corporation
2001 Long-Term Incentive 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 (3)
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Pharmacia Common Stock 55,000,000 $39.54 $2,174,700,000 $200,072.40
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(1) This Registration Statement covers 55,000,000 shares of the
Registrant's Common Stock which may be offered or sold pursuant to the
Pharmacia Corporation 2001 Long-Term Incentive 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
January 28, 2002 sales prices of the Registrant's Common Stock on the
New York Stock Exchange.
(3) The registration fee of $200,072.40 was wired from the Company on
February 1, 2002.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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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 Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2001, June 30, 2001, and September 30, 2001.
3. The Company's Current Reports on Form 8-K filed on February 1,
2001, June 22, 2001, and September 20, 2001.
4. The description of the Common Stock of the Registrant contained
in 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.
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Not Applicable
Item 5. Interests of Named Experts and Counsel.
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Not Applicable
Item 6. Indemnification of Directors and Officers.
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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 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.
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Exhibit Numbers Exhibit
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4 Certificate of Incorporation and By-laws of Pharmacia Corporation
(incorporated by reference to the Registrant's Registration Statement on
Form S-4 filed with the Commission on February 22, 2000.)
5 Opinion of Counsel
5.1 Consent of Counsel (incorporated by reference to Exhibit 5)
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Deloitte & Touche LLP
99 Pharmacia Corporation 2001 Long-Term Incentive Plan
Item 9. Undertakings.
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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 Registrant 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.
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.
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 the State of New Jersey on January 31, 2002.
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 as of the
31 day of January, 2002 by or on behalf of the following persons in the
capacities 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 him or her and in his or
her name and on his or her 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 Pharmacia Corporation 2001 Long-Term Incentive
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
/s/ Fred Hassan Chairman and Chief
------------------------------------- Executive Officer
Fred Hassan (Principal Executive Officer)
/s/ Christopher J. Coughlin Executive Vice President
------------------------------------ and Chief Financial Officer
Christopher J. Coughlin (Principal Financial Officer)
/s/ Robert G. Thompson Senior Vice President
------------------------------------ and Controller (Principal
Robert G. Thompson Accounting Officer)
/s/ Frank C. Carlucci Director
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Frank C. Carlucci
/s/ M. Kathryn Eickhoff Director
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M. Kathryn Eickhoff
/s/ Michael Kantor Director
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Michael Kantor
/s/ Gwendolyn S. King Director
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Gwendolyn S. King
/s/ Philip Leder, MD Director
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Philip Leder, MD
/s/ R.L. Berthold Lindqvist Director
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R.L. Berthold Lindqvist
/s/ Olof G. Lund Director
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Olof G. Lund
/s/ C. Steven McMillan Director
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C. Steven McMillan
/s/ William U. Parfet Director
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William U. Parfet
/s/ Jacobus F.M. Peters Director
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Jacobus F.M. Peters
/s/ Ulla B. Reinius Director
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Ulla B. Reinius
/s/ William D. Ruckelshaus Director
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William D. Ruckelshaus
/s/ Bengt I. Samuelsson Director
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Bengt I. Samuelsson
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 Registrant's Registration Statement on
Form S-4 filed with the Commission on February 22, 2000.)
5 Opinion of Counsel
5.1 Consent of Counsel (incorporated by reference to Exhibit 5)
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Deloitte & Touche LLP
99 Pharmacia Corporation 2001 Long-Term Incentive Plan