As filed with the Securities and Exchange Commission on March 22, 2005
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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.
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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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)
*
-----------------------------
Mario L. Baeza Director 22 March 2005
*
-----------------------------
Michael J. Donahue Director 22 March 2005
*
-----------------------------
Ursula F. Fairbairn Director 22 March 2005
*
-----------------------------
W. Douglas Ford Director 22 March 2005
*
-----------------------------
Edward E. Hagenlocker Director 22 March 2005
*
-----------------------------
James F. Hardymon Director 22 March 2005
*
-----------------------------
Terrence Murray Director 22 March 2005
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Signature Title Date
--------- ----- ----
*
-------------------------------
Lawrence S. Smith Director 22 March 2005
*
-------------------------------
Lawrason D. Thomas Director 22 March 2005
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EXHIBIT INDEX
Exhibit Page
------- ----
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
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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.
EXHIBIT 23
To the Shareholders and Board of Directors Air Products and Chemicals, Inc.:
We consent to the use of our reports dated 27 October 2004, with respect to the consolidated balance sheets of Air Products and Chemicals, Inc. and subsidiaries as of 30 September 2004 and 2003, and the related consolidated statements of income, cash flows and shareholders' equity for each of the years in the three year period ended 30 September 2004, and the related financial statement schedule, which reports appear in the 30 September 2004 annual report on Form 10-K of Air Products and Chemicals, Inc., incorporated herein by reference.
/s/ KPMG LLP Philadelphia, Pennsylvania 16 March 2005 |
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 November 2004
John P. Jones III (Principal Executive Officer)
/s/ Mario L. Baeza
------------------------------
Mario L. Baeza Director 18 November 2004
/s/ Michael J. Donahue
------------------------------
Michael J. Donahue Director 18 November 2004
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Signature Title Date
--------- ----- ----
/s/ Ursula F. Fairbairn
------------------------------
Ursula F. Fairbairn Director 18 November 2004
/s/ W. Douglas Ford
------------------------------
W. Douglas Ford Director 18 November 2004
/s/ Edward E. Hagenlocker
------------------------------
Edward E. Hagenlocker Director 18 November 2004
/s/ James F. Hardymon
------------------------------
James F. Hardymon Director 18 November 2004
/s/ Terrence Murray
------------------------------
Terrence Murray Director 18 November 2004
/s/ Lawrence S. Smith
------------------------------
Lawrence S. Smith Director 18 November 2004
/s/ Lawrason D. Thomas
------------------------------
Lawrason D. Thomas Director 18 November 2004
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