As filed with the Securities and Exchange Commission on May 22, 2015
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AIR PRODUCTS AND CHEMICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
23-1274455
(I.R.S. Employer Identification No.)
7201 Hamilton Boulevard, Allentown, Pennsylvania 18195-1501
(Address of Principal Executive Offices) (Zip Code)
Air Products and Chemicals, Inc. Long-Term Incentive Plan
(Full Title of the Plan)
Mary T. Afflerbach, Corporate Secretary and Chief Governance Officer
Air Products and Chemicals, Inc., 7201 Hamilton Boulevard, Allentown, PA 18195-1501
(Name and Address of Agent for Service)
610-481-4911
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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| Titles of securities to be registered |
Amount to be registered |
Proposed maximum offering price per share |
Proposed maximum aggregate offering price |
Amount of registration fee | ||||
| Common Stock, par value $1 |
435,221 | $148.48 | $64,621,614.08 | $7,509.03(1) | ||||
| Options Granted 12/01/14 |
175,829 | $144.09 | $25,335,200.61 | $2,943.96(2) | ||||
| Options Granted 7/1/14 |
154,278 | $129.26 | $19,941,974.28 | $2,317.26(2) | ||||
| Total |
765,328 | $109,898,788.97 | $12,770.24 | |||||
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| (1) | The registration fee with respect to these shares has been computed in accordance with paragraphs (c) and (h) of Rule 457, based upon the average of the reported high and low sales prices of shares of Common Stock on 15 May 2015 (i.e., $148.48 per share). |
| (2) | The registration fee with respect to these shares has been computed in accordance with paragraph (h) of Rule 457 based upon the stated exercise price of the Options. |
EXPLANATORY NOTE
Air Products and Chemicals, Inc. (the “Registrant”), has prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended, to register 765,328 additional shares of common stock of the Registrant, for distribution pursuant to the Air Products and Chemicals, Inc. Long-Term Incentive Plan (the “Plan”)
These are securities of the same class as the securities registered on Form S-8, Registration Statement No. 333-103809 filed with the Securities and Exchange Commission (the “SEC”) on 14 March 2003, (the “Initial Registration”) relating to the Plan.
Pursuant to General Instruction E to Form S-8, the contents of the Initial Registration are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents filed by the Registrant with the SEC are incorporated herein by reference:
| (a) | The Registrant’s Annual Report on Form 10-K for the fiscal year ended 30 September 2014, filed on 24 November 2014; |
| (b) | The Registrant’s Quarterly Reports on Form 10-Q for the quarter ended 31 December 2014, filed on 30 January 2015 and for the quarter ended 31 March 2015, filed on 30 April 2015; and |
| (c) | The Registrant’s Current Reports on Form 8-K filed on 30 October 2014, 21 November 2014, 5 January 2015, 26 January 2015, 28 January 2015, 12 February 2015, 31 March 2015, 21 April 2015, 30 April 2015 and 4 May 2015. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective date amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents.
| Item 8. | Exhibits |
| 23. | Consent of Independent Registered Public Accounting Firm | |
| 24. | Power of Attorney. | |
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant 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 Town of Trexlertown, Commonwealth of Pennsylvania, on this 22nd day of May 2015.
| AIR PRODUCTS AND CHEMICALS, INC. | ||
| (Registrant) | ||
| By: | /s/ Mary T. Afflerbach | |
| Mary T. Afflerbach* | ||
| Corporate Secretary and Chief Governance Officer | ||
| * | Mary T. Afflerbach, Corporate Secretary and Chief Governance Officer, by signing her name hereto, signs this registration statement on behalf of the registrant and, for each of the persons indicated by asterisk on pages 3 and 4 hereof, pursuant to a power of attorney duly executed by such persons which is filed with the Securities and Exchange Commission herewith. |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
| Signature |
Title |
Date | ||
| Director, Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) |
22 May 2015 | |||
| /s/ Seifi Ghasemi |
||||
| Seifi Ghasemi | ||||
| /s/ M. Scott Crocco M. Scott Crocco |
Senior Vice President and Chief Financial Officer (Principal Financial Officer and Accounting Officer) | 22 May 2015 | ||
| * Susan K. Carter |
Director | 22 May 2015 | ||
| * William L. Davis, III |
Director | 22 May 2015 | ||
| * Chadwick C. Deaton |
Director | 22 May 2015 | ||
| * W. Douglas Ford |
Director | 22 May 2015 | ||
| * Evert Henkes |
Director | 22 May 2015 | ||
| * David H. Y. Ho |
Director | 22 May 2015 | ||
| * Margaret G. McGlynn |
Director | 22 May 2015 | ||
| * Edward L. Monser |
Director | 22 May 2015 | ||
| * Matthew H. Paull |
Director | 22 May 2015 | ||
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EXHIBIT INDEX
| Exhibit |
Page |
|||||
| 23. | Consent of Independent Registered Public Accounting Firm | 6 | ||||
| 24. | Power of Attorney | 7 | ||||
No opinion of counsel is being filed because the Common Stock to be distributed in connection with the Plan will consist exclusively of previously issued shares that are presently held by the registrant as treasury shares and will not constitute original issuance shares; further, no opinion is being furnished with respect to ERISA compliance because the Plan covered by the registration statement is not subject to the requirements of ERISA.
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