As filed with the Securities and Exchange Commission on March 24, 2004
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CALCULATION OF REGISTRATION FEE
Titles of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered offering price per aggregate offering registration
registered share price fee
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Common Stock, par value $1 1,084,855 $47.86 $51,921,160.30 $6,578.41(1)
Options Granted, 10/1/03 2,576,500 $45.53 $117,308,045.00 $14,862.93(2)
Options Granted, 1/5/04 60,000 $52.83 $3,169,800.00 $401.61(2)
Options Granted, 1/22/04 18,000 $49.68 $894,240.00 $113.30(2)
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3,739,355 $173,293,245.30 $21,956.25
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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 18 March 2004 (i.e. $47.86 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. 333-111793 for distribution pursuant to the Plan. Accordingly, the contents of Registration Statement No. 333-111793 are incorporated herein by reference.
EXHIBITS
23. Consent of KPMG LLP.
23A. Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a as described in the Exhibit).
24. Power of Attorney.
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 24th day of March, 2004.
AIR PRODUCTS AND CHEMICALS, INC.
(Registrant)
By: /s/ W. Douglas Brown
-------------------------------
W. Douglas Brown*
Vice President, General
Counsel and Secretary
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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
/s/ John P. Jones III Chief Executive Officer
------------------------ (Principal Executive 24 March 2004
John P. Jones III Officer)
Vice President and Chief
/s/ Paul E. Huck Financial Officer
------------------------ (Principal Financial 24 March 2004
Paul E. Huck Officer and Accounting
Officer)
* Director 24 March 2004
------------------------
Mario L. Baeza
* Director 24 March 2004
------------------------
Michael J. Donahue
* Director 24 March 2004
------------------------
Ursula F. Fairbairn
* Director 24 March 2004
------------------------
W. Douglas Ford
* Director 24 March 2004
------------------------
Edward E. Hagenlocker
* Director 24 March 2004
------------------------
James F. Hardymon
* Director 24 March 2004
------------------------
Terrence Murray
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SIGNATURE TITLE DATE
--------- ----- ----
*
------------------------
Paula G. Rosput Director 24 March 2004
*
------------------------
Lawrason D. Thomas Director 24 March 2004
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EXHIBIT INDEX
23. Consent of KPMG LLP
23A. Consent of Arthur Andersen LLP (omitted pursuant to rule 437a as described in the Exhibit)
24. Power of Attorney
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 or under the registrant's Flexible Employee Benefits Trust and will not constitute original issuance shares; further, no opinion is being furnished with respect to ERISA compliance because the Plans covered by the registration statement are not subject to the requirements of ERISA.
EXHIBIT 23
Independent Auditors' Consent
To the Shareholders and Board of Directors Air Products and Chemicals, Inc.:
We consent to the use of our report dated 24 October 2003, with respect to the consolidated balance sheets of Air Products and Chemicals, Inc. and subsidiaries as of 30 September 2003 and 2002, and the related consolidated statements of income, cash flows and shareholders' equity for the years then ended, incorporated herein by reference.
Our report contains an explanatory paragraph relating to the fact that the financial statements of Air Products and Chemicals, Inc. and subsidiaries for the year ended 30 September 2001 were audited by other auditors who have ceased operations. As described in Note 1 to the financial statements, those financial statements have been revised. We audited the adjustments described in Note 1 that were applied to revise the 2001 financial statements. In addition, as described in Note 10, the financial statements have been revised to include the transitional disclosures required by Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," which was adopted as of 1 October 2001. However, we were not engaged to audit, review, or apply any procedures to the 2001 financial statements of Air Products and Chemicals, Inc. and subsidiaries other than with respect to such adjustments and disclosures, and, accordingly, we do not express any opinion or any other form of assurance on the 2001 financial statements taken as a whole.
/s/KPMG LLP Philadelphia, Pennsylvania 19 March 2004 |
EXHIBIT 23A
Consent of Arthur Andersen LLP
The Company's financial statements for the year ended September 30, 2001, incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended September 30, 2003, were audited by Arthur Andersen LLP ("Andersen"). Subsequently, Andersen was dismissed as the Company's independent auditors.
Section 11(a) of the Securities Act of 1933 (the "Act") provides that in case any part of a registration statement, at the time it became effective, contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading, any person acquiring a security pursuant to the registration statement (unless at the time of such acquisition he knew of the untruth or omission) may sue, among others, any accountant who has consented to be named in the registration statement as having prepared or certified such part of the registration statement. After reasonable efforts, the Company has been unable to obtain the consent of Andersen to the incorporation by reference in this Registration Statement of Andersen's reports on its audit of the Company's financial statements referred to above. Under these circumstances, Rule 437a under the Act permits the Company to file this Registration Statement without such consents. Without such consents, a person acquiring shares of the Company pursuant to this Registration Statement will be unable to assert a claim against Andersen under Section 11(a) of the Act in the event of an untrue statement of material fact or a material omission in the financial statements audited by Andersen or in its reports with respect thereto.
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints JOHN P. JONES III or PAUL E. HUCK or W. DOUGLAS BROWN, acting severally, his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign one or more Registration Statements, and any amendments thereto, which may be required in connection with (i) the registration of Common Stock, Preferred Stock, Depositary Shares, Debt Securities, and Warrants, including the registration of Common Stock for issuance under any employee benefit or compensation plan, (ii) the registration of interests under any employee benefit or compensation plan maintained by the Company or (iii) any fundamental change in the information contained in such Registration Statements, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities and Exchange Act of 1933, this Power of Attorney has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ John P. Jones III Director, Chairman of the Board 18 March 2004
------------------------- (Principal Executive Officer)
John P. Jones III
/s/ Mario L. Baeza Director 18 March 2004
-------------------------
Mario L. Baeza
/s/ Michael J. Donahue Director 18 March 2004
-------------------------
Michael J. Donahue
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ Ursula F. Fairbairn Director 18 March 2004
-------------------------
Ursula F. Fairbairn
/s/ W. Douglas Ford Director 18 March 2004
-------------------------
W. Douglas Ford
/s/ Edward E. Hagenlocker Director 18 March 2004
----------------------------
Edward E. Hagenlocker
/s/ James F. Hardymon Director 18 March 2004
-------------------------
James F. Hardymon
/s/ Terrence Murray Director 18 March 2004
-------------------------
Terrence Murray
/s/ Paula G. Rosput Director 18 March 2004
-------------------------
Paula G. Rosput
/s/ Lawrason D. Thomas Director 18 March 2004
-------------------------
Lawrason D. Thomas
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