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): May 29, 2003
MONSANTO COMPANY
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-16167 43-1878297
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (314) 694-1000
ITEM 5. OTHER EVENTS.
On May 29, 2003, Monsanto Company announced that Hugh Grant was elected
President, Chief Executive Officer, and director of the board, effective
immediately, and that an audio webcast would be held on May 30, 2003, at 8:00
a.m. central (9:00 a.m. eastern), to introduce Mr. Grant as President and Chief
Executive Officer. In addition, we also reconfirmed our full year 2003 earnings
per share ("EPS") and free cash flow guidance and our second-quarter 2003 EPS
guidance.
The audio webcast may be accessed under the "Investors Information" page on
our website located at http://www.monsanto.com and a replay of the webcast will
be available on our website for two weeks. A press release dated May 29, 2003,
issued by Monsanto Company in connection with Mr. Grant's election and the
reconfirming of guidance, is attached to this report as Exhibit 99.1 and
incorporated herein by reference.
In connection with and as a result of Mr. Grant's election as President and
Chief Executive Officer, our board approved amendments to the July 13, 2000
consulting agreement between the Company and Frank V. AtLee III, as amended by a
letter agreement dated February 19, 2003, to provide that:
>> The term of the consulting agreement be extended through the earlier of the
date of the 2004 annual meeting of shareowners or Mr. AtLee's termination
of service as Chairman of the Board of Directors.
>> His consulting services to the Company no longer include services as
interim Chief Executive Officer and President.
>> For consulting services rendered to the Company from May 30, 2003 through
the date of the expiration of the amended agreement, his compensation will
be $400,000 on an annualized basis, less the cash value of all regular fees
for his services as a member of the Board, such amounts payable in arrears
as of the last day of each calendar month during the extended term.
>> All deferred consulting fees earned under the consulting agreement be paid
to him as soon as practicable.
>> He will continue to be reimbursed for reasonable expenses incurred in
connection with his rendering of consulting services to the Company.
Certain statements contained in the attached press release, such as
statements concerning our anticipated financial results, current and future
product performance, regulatory approvals, currency impact, business and
financial plans and other non-historical facts are "forward-looking statements."
These statements are based on current expectations and currently available
information. However, since these statements are based on factors that involve
risks and uncertainties, our actual performance and results may differ
materially from those described or implied by such forward-looking statements.
Factors that could cause or contribute to such differences include, among
others: fluctuations in exchange rates and other developments related to foreign
currencies and economies; increased generic and branded competition for our
Roundup herbicide; the accuracy of our estimates and projections, for example,
those with respect to product returns and grower use of our products and related
distribution inventory levels; the effect of weather conditions and commodity
markets on the agriculture business; the success of our research and development
activities and the speed with which regulatory authorizations and product
launches may be achieved; domestic and foreign social, legal and political
developments, especially those relating to agricultural products developed
through biotechnology; our ability to continue to manage our costs; our ability
to successfully market new and existing products in new and existing domestic
and international markets; our ability to obtain payment for the products that
we sell; our ability to achieve and maintain protection for our intellectual
property; the effects of our accounting policies and changes in generally
accepted accounting principles; our exposure to lawsuits and other liabilities
and contingencies, including those related to intellectual property, product
liability, regulatory compliance (including seed quality), environmental
contamination and antitrust; our ability to fund our short-term financing needs;
general economic and business conditions; and other risks and factors detailed
in our filings with the SEC. Undue reliance should not be placed on these
forward-looking statements, which are current only as of the date of this
report. We disclaim any current intention to revise or update any
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forward-looking statements or any of the factors that may affect actual results,
whether as a result of new information, future events or otherwise.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Press Release, dated May 29, 2003, issued by Monsanto Company
SIGNATURE
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 hereunto duly authorized.
Dated: May 29, 2003
MONSANTO COMPANY
By: /s/ Michael L. DeCamp
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Name: Michael L. DeCamp
Assistant Secretary
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release, dated May 29, 2003, issued by Monsanto Company