UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 18, 2005
Delta and Pine Land Company
(Exact Name of Registrant as Specified in Charter)
Commission File Number 000-21788
Delaware 62-1040440
(State or other jurisdiction (I. R. S. Employer
of incorporation or organization) Identification No.)
One Cotton Row, Scott, Mississippi 38772
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(662) 742-4000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01. Amendment to a Material Definitive Agreement.
On May 18, 2005, the Board of Directors of Delta and Pine Land Company (the
"Company") approved a grant of 4,000 restricted stock units to each of the
Company's non-management directors under the Company's 2005 Omnibus Stock Plan
(the "Plan"). Also on May 18, 2005, the Compensation Committee of the Board of
Directors approved the following grants of restricted stock to the Company's
executive officers under the Plan:
Executive Officer Number of Shares of Restricted Stock
----------------- ------------------------------------
Charles R. Dismuke........................ 10,240
R.D. Greene............................... 7,910
William V. Hugie.......................... 4,345
W. Thomas Jagodinski...................... 21,504
Thomas A. Kerby........................... 4,532
Awards are made using the Restricted Stock Unit Award - Member of the Board of
Directors, Restricted Stock Award - Member of the Board of Directors, Restricted
Stock Award - Employee and Non-Qualified Stock Option Award substantially in the
forms attached to this report as Exhibits 10.1, 10.2, 10.3 and 10.4,
respectively, which are incorporated herein by reference.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits:
Exhibit
Number Description
-------- ---------------------------------------------------------------------
10.1 Form of Restricted Stock Unit Award - Member of the Board of Directors
10.2 Form of Restricted Stock Award - Member of the Board of Directors
10.3 Form of Restricted Stock Award - Employee
10.4 Form of Non-Qualified Stock Option Award
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 thereunto duly authorized.
DELTA AND PINE LAND COMPANY
(Registrant)
By: /s/ R. D. Greene
------------------------
R.D. Greene
Vice President - Finance, Treasurer and
Assistant Secretary
Date: May 24, 2005
INDEX TO EXHIBITS
Exhibit
Number Description
-------- ---------------------------------------------------------------------
10.1 Form of Restricted Stock Unit Award - Member of the Board of Directors
10.2 Form of Restricted Stock Award - Member of the Board of Directors
10.3 Form of Restricted Stock Award - Employee
10.4 Form of Non-Qualified Stock Option Award