As filed with the Securities and Exchange Commission on March 22, 2005
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AIR PRODUCTS AND CHEMICALS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
23-1274455
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(I.R.S. Employer Identification No.)
7201 Hamilton Boulevard, Allentown, Pennsylvania 18195-1501
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(Address of Principal Executive Offices) (Zip Code)
Air Products and Chemicals, Inc. Long-Term Incentive Plan
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(Full Title of the Plan)
W. Douglas Brown, Vice President, General Counsel and Secretary
Air Products and Chemicals, Inc., 7201 Hamilton Boulevard,
Allentown, PA 18195-1501
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(Name and Address of Agent for Service)
610-481-4911
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(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Titles of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share price registration fee
----------------------- ------------------ ---------------------- --------------------- -------------------
Common Stock,
par value $1 609,563 $63.82 $38,902,310.66 $4,578.80(1)
----------------------- ------------------ ---------------------- --------------------- -------------------
Options Granted,
10/01/04 2,565,500 $54.17 $138,973,135.00 $16,357.14(2)
----------------------- ------------------ ---------------------- --------------------- -------------------
Options Granted,
01/27/05 18,000 $57.74 $1,039,320.00 $122.33(2)
----------------------- ------------------ ---------------------- --------------------- -------------------
3,193,063 $21,058.27
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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
March 2005 (i.e., $63.82 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.
Air Products and Chemicals, Inc. (the "Company"), by the filing of this
Registration Statement, hereby registers additional shares of common stock of
the Company, for distribution pursuant to the 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 for distribution pursuant to the
Plan. Accordingly, the contents of Registration Statement No. 333-103809 are
incorporated herein by reference. The Company's report on Form 10-K for the year
ended 30 September 2004 and the Form 10-Q for the period ended 31 December 2004
are also incorporated herein by reference.
EXHIBITS
4.1. By-Laws of the Company. (Filed as Exhibit 3.1 to the Company's Form
8-K Report dated 18 September 1997.)
4.2. Restated Certificate of Incorporation of the Company. (Filed as
Exhibit 3.2 to the Company's Form 10-K Report for the fiscal year
ended 30 September 1987.)
4.3. Amendment to the Restated Certificate of Incorporation of the
Company dated 25 January 1996. (Filed as Exhibit 3.3 to the
Company's Form 10-K Report for the fiscal year ended 30 September
1996.)
4.4. Rights Agreement, dated as of 19 March 1998, between the Company and
First Chicago Trust Company of New York. (Filed as Exhibit 1 to the
Company's Form 8-A Registration Statement dated 19 March 1998, as
amended by Form 8-A/A dated 16 July 1998.)
23. Consent of Independent Registered Public Accounting Firm
24. Power of Attorney.
1
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 City of Allentown, Commonwealth of Pennsylvania, on this
22nd day of March 2005.
AIR PRODUCTS AND CHEMICALS, INC.
(Registrant)
By: /s/ W. Douglas Brown
--------------------------------
W. Douglas Brown*
Vice President, General Counsel
and Secretary
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* W. Douglas Brown, Vice President, General Counsel and Secretary, by signing
his 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.
2
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
/s/ John P. Jones III Board, President, and Chief
----------------------------- Executive Officer
John P. Jones III (Principal Executive Officer) 22 March 2005
/s/ Paul E. Huck Vice President and Chief
----------------------------- Financial Officer (Principal
Paul E. Huck Financial Officer and 22 March 2005
Accounting Officer)
*
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Mario L. Baeza Director 22 March 2005
*
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Michael J. Donahue Director 22 March 2005
*
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Ursula F. Fairbairn Director 22 March 2005
*
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W. Douglas Ford Director 22 March 2005
*
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Edward E. Hagenlocker Director 22 March 2005
*
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James F. Hardymon Director 22 March 2005
*
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Terrence Murray Director 22 March 2005
3
Signature Title Date
--------- ----- ----
*
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Lawrence S. Smith Director 22 March 2005
*
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Lawrason D. Thomas Director 22 March 2005
4
EXHIBIT INDEX
Exhibit Page
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4.1. By-Laws of the Company. (Filed as Exhibit 3.1 to the Company's N/A
Form 8-K Report dated 18 September 1997.)
4.2. Restated Certificate of Incorporation of the Company. (Filed as N/A
Exhibit 3.2 to the Company's Form 10-K Report for the fiscal year
ended 30 September 1987.)
4.3. Amendment to the Restated Certificate of Incorporation of the N/A
Company dated 25 January 1996. (Filed as Exhibit 3.3 to the
Company's Form 10-K Report for the fiscal year ended
30 September 1996.)
4.4. Rights Agreement, dated as of 19 March 1998, between the Company N/A
and First Chicago Trust Company of New York. (Filed as Exhibit 1 to the
Company's Form 8-A Registration Statement dated 19 March 1998, as
amended by Form 8-A/A dated 16 July 1998.)
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.
5