As filed with the Securities and Exchange Commission on July 1, 2002
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 (I.R.S. Employer Identification No.)
Incorporation or Organization)
100 Route 206 North
Peapack, NJ 07977
(Address of principal executive offices) (Zip Code)
Pharmacia
Savings Plan
(Full title of the plan)
Don W. Schmitz, Esquire
Vice President, Associate General Counsel and 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 Corporation
Common Stock 17,610,263.53 $38.06 $ 670,246,630.00 $61,662.69
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(1) This Registration Statement covers 1,727,439 of the Registrant's Common
Stock which may be offered or sold pursuant to the Pharmacia Savings 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 sales
prices on June 25, 2002 of the Registrant's Common Stock on the New York
Stock Exchange.
(3) The amount of $61,662.69 which was the previous registration fee associated
with unsold securities that were registered under Pharmacia Corporation's
Form S-8 on April 7, 2000 (SEC File Number 333-34344) will be offset
against the current registration fee in accordance with Rule 457 of the
Securities Act and Release No. 33-7943.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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, 2001 (the "2001 10-K"); and
2. The Company's Current Report on Form 8-K filed on April 30, 2002.
3. The Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2002.
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.
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. 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.
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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 Registrant's Registration Statement on
Form S-4 filed with the Commission on February 22, 2000.)
23.1 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 (1)(i) and (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.
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(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.
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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 the State of New Jersey on June 28, 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 June 28,
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 Savings 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
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/s/ Fred Hassan
------------------------- Chairman and Chief
Fred Hassan Executive Officer
(Principal Executive Officer)
/s/ Christopher J. Coughlin
------------------------- Executive Vice President
Christopher J. Coughlin and Chief Financial Officer
(Principal Financial Officer)
/s/ Robert G. Thompson Senior Vice President
------------------------- and Controller (Principal
Robert G. Thompson Accounting Officer)
/s/ Frank C. Carlucci
------------------------- Director
Frank C. Carlucci
/s/ M. Kathryn Eickhoff
------------------------- Director
M. Kathryn Eickhoff
/s/ Michael Kantor
------------------------- Director
Michael Kantor
/s/ Gwendolyn S. King
------------------------- Director
Gwendolyn S. King
/s/ Philip Leder
------------------------- Director
Philip Leder
/s/ R.L. Berthold Lindqvist
--------------------------- Director
R.L. Berthold Lindqvist
/s/ Olof G. Lund
------------------------- Director
Olof G. Lund
/s/ C. Steven McMillan
------------------------- Director
C. Steven McMillan
/s/ William U. Parfet
------------------------- Director
William U. Parfet
/s/ Jacobus F.M. Peters
------------------------- Director
Jacobus F.M. Peters
/s/ Ulla B. Reinius
------------------------- Director
Ulla B. Reinius
/s/ William D. Ruckelshaus
-------------------------- Director
William D. Ruckelshaus
/s/ Bengt I. Samuelsson
------------------------- Director
Bengt I. Samuelsson
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Pharmacia Savings Plan has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, on June 28, 2002.
PHARMACIA SAVINGS PLAN
By: /s/ Peter J. McCauley
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Peter J. McCauley, Director, Retirement and Savings Plans
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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 Registrant's Registration Statement on
Form S-4 filed with the Commission on February 22, 2000.)
23.1 Consent of PricewaterhouseCoopers LLP