S-8 POS 1 s-8pos.txt POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 1 As filed with the Securities and Exchange Commission on June 6, 2000. Registration No. 333-36998 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 (POST-EFFECTIVE AMENDMENT NO. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MISSISSIPPI CHEMICAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) MISSISSIPPI 64-0292638 --------------------------------- ------------------ (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) P.O. BOX 388 YAZOO CITY, MISSISSIPPI 39194 (601) 746-4131 (Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices) ----------------------- MISSISSIPPI CHEMICAL CORPORATION AMENDED AND RESTATED 1994 STOCK INCENTIVE PLAN (Full Title of Plan) ----------------------- WILLIAM L. SMITH, ESQ. COPY TO: VICE PRESIDENT AND GENERAL COUNSEL ALAN J. BOGDANOW, ESQ. MISSISSIPPI CHEMICAL CORPORATION HUGHES & LUCE, L.L.P. P.O. BOX 388 1717 MAIN STREET, SUITE 2800 YAZOO CITY, MISSISSIPPI 39194 DALLAS, TEXAS 75201 (Name, Address, and Telephone Number, including Area Code, of Agent for Service) ----------------------- CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------- TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE(3) ---------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 2,000,000 $7.1875 $14,375,000.00 $3,795.00 ----------------------------------------------------------------------------------------------------------------------
(1) An indeterminate number of additional shares of Common Stock may be issued if the anti-dilution adjustment provisions of the plan becomes operative. This Registration Statement registers 2,000,000 shares in addition to 1,400,000 shares previously reserved for issuance under the prior version of the Registrant's Amended and Restated 1994 Stock Incentive Plan (the Registrant's 1994 Stock Incentive Plan). The Registrant paid a registration fee in the amount of $14,276.00 to register such 1,400,000 shares. (2) Estimated solely for the purpose of calculating the registration fee on the basis of the average of the high and low price paid per share of Common Stock, as reported on the New York Stock Exchange on May 10, 2000, in accordance with Rule 457(h) promulgated under the Securities Act of 1933, as amended. (3) Paid previously in connection with the original filing of this Registration Statement on Form S-8 filed on May 12, 2000. 2 PART II EXPLANATORY NOTE AND INCORPORATION BY REFERENCE This Post-Effective Amendment to the Registration Statement on Form S-8, No. 333-36998, is filed to correct an error on the original cover page of such Registration Statement. Note one to the cover page of Mississippi Chemical Corporation's ("MCC" or the "Registrant") Form S-8, No. 333-36998 (filed on May 12, 2000) stated that 1,800,000 shares of the Registrant's Common Stock had been previously registered pursuant to the prior version of the Registrant's Amended and Restated 1994 Stock Incentive Plan when in fact only 1,400,000 shares had been so previously registered under such prior version. Except for the correction to note one of the cover page, no other amendments have been made to the Registration Statement on Form S-8, No. 333-36998. All items previously included in the Registration Statement on Form S-8, No. 333-36998 should be deemed incorporated by reference herein. II-1 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, MCC 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 Yazoo City, State of Mississippi, on June 6, 2000. MISSISSIPPI CHEMICAL CORPORATION By: /s/ CHARLES O. DUNN ------------------------------------------ Charles O. Dunn President, Chief Executive Officer and Director (Principal Executive Officer) Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement No. 333-36998 has been signed by the following persons in the capacities and on the dates indicated:
Signature Title Date --------- ----- ---- */s/ Charles O. Dunn President, June 6, 2000 ------------------------ Chief Executive Officer and Charles O. Dunn and Director Attorney In Fact (Principal Executive Officer) /s/ * Senior Vice President- June 6, 2000 ------------------------- and Chief Financial Officer Timothy A. Dawson (Principal Financial Officer and Principal Accounting Officer) /s/ * Chairman of the June 6, 2000 ------------------------- Board of Directors Coley L. Bailey /s/ * Vice Chairman of the June 6, 2000 ------------------------- Board and Director John Sharp Howie /s/ * Director June 6, 2000 ------------------------- John W. Anderson
II-2 4 /s/ * Director June 6, 2000 ------------------------- Frank R. Burnside, Jr. /s/ * Director June 6, 2000 ------------------------- W.A. Percy II /s/ * Director June 6, 2000 ------------------------- W. R. Dyess /s/ * Director June 6, 2000 ------------------------- Woods E. Eastland /s/ * Director June 6, 2000 ------------------------- Haley Barbour /s/ * Director June 6, 2000 ------------------------- George Penick /s/ * Director June 6, 2000 ------------------------- David M. Ratcliffe /s/ * Director June 6, 2000 ------------------------- Wayne Thames
II-3 5 INDEX OF EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------ ----------- 4.1 Shareholders Rights Plan filed as Exhibit 1 to MCC's Registration Statement on Form 8-A dated August 15, 1994, SEC File No. 2-7803, and incorporated herein by reference. 4.2 Mississippi Chemical Corporation Amended and Restated 1994 Stock Incentive Plan (Previously filed with the initial filing of this Registration Statement on Form S-8, No. 333-36998 (filed on May 12, 2000)). 5.1 Opinion of Hughes & Luce, L.L.P. (Previously filed with the initial filing of this Registration Statement on Form S-8, No. 333-36998 (filed on May 12, 2000)). 23.1 Consent of Hughes & Luce, L.L.P. (Previously filed with the initial filing of this Registration Statement on Form S-8, No. 333-36998 (filed on May 12, 2000)). 23.2 Consent of Arthur Andersen LLP. (Previously filed with the initial filing of this Registration Statement on Form S-8, No. 333-36998 (filed on May 12, 2000)). 24.1 Power of Attorney (Previously filed with the initial filing of this Registration Statement on Form S-8, No. 333-36998 (filed on May 12, 2000)).