Post-effective Amendment to Registration Statement (pos Am)
07 Junho 2018 - 5:37PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 7, 2018
Registration
No. 333-210728
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MONSANTO COMPANY
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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43-1878297
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification No.)
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800 North Lindbergh Boulevard
St. Louis, Missouri 63167
(314)
694-1000
(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Michelle Bushore
Corporate Secretary
Monsanto Company
800
North Lindbergh Boulevard
St. Louis, Missouri 63167
314-694-1000
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
Approximate date of commencement of proposed sale to the public:
Not applicable. Removal from registration of securities that were not
sold pursuant to the above referenced registration statements.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth
company in
Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statement filed by Monsanto Company (the
Company
) on
Form
S-3
(the
S-3
Registration Statement
) with the Securities and Exchange Commission (the
SEC
):
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Registration Statement
No. 333-210728,
originally filed with the SEC on April 13, 2016, relating to the registration of an aggregate amount of up to $6,000,000,000 or
the equivalent in any other currency of debt securities, common stock, preferred stock, depositary shares, warrants, rights, purchase contracts or units;
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On June 7, 2018, pursuant to the Agreement and Plan of Merger, dated as of September 14, 2016 (the
Merger
Agreement
), among the Company, Bayer Aktiengesellschaft (
Bayer
) and KWA Investment Co., an indirect wholly-owned subsidiary of Bayer (
Merger Sub
), Merger Sub merged with and into Monsanto, with
Monsanto continuing as the surviving company and as an indirect wholly-owned subsidiary of Bayer (the
Merger
). As a result of the consummation of the Merger, the Company has terminated all offerings of its securities pursuant to
the above referenced
S-3
Registration Statement. In accordance with an undertaking made by the Company in the
S-3
Registration Statement to remove from registration by
means of a post-effective amendment any securities which remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration all securities of the Company registered pursuant to the
S-3
Registration Statement that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this Post-Effective Amendment to the
S-3
Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on this June 7, 2018.
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MONSANTO COMPANY
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By:
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/s/ Michelle Bushore
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Name:
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Michelle Bushore
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Title:
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Corporate Secretary
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Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign
this Post-Effective Amendment to the specified registration statement on Form
S-3.
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