As filed with the Securities and Exchange Commission on March 17, 2011

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

 

 

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

  346,248   $88.49   $30,639,485.52   $3,557.24 ( 1 )

Options Granted, 12/01/10

  932,026   $86.39   $80,517,726.14   $9,348.11 (2)
    1,278,274       $111,157,211.66   $12,905.35
 
 

 

 

 

(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 10 March 2011 (i.e., $88.49 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 2010 and the Form 10-Q for the period ended 31 December 2010 are also incorporated herein by reference.

EXHIBITS

 

  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 17 th day of March 2011.

 

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.

 

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 Board, President and

Chief Executive Officer

 

/s/ John E. McGlade

     17 March 2011
John E. McGlade    (Principal Executive Officer)  

/s/ Paul E. Huck

   Senior Vice President and Chief Financial Officer (Principal Financial Officer)   17 March 2011
Paul E. Huck     

/s/ M. Scott Crocco

  

Vice President and Corporate Controller

(Principal Accounting Officer)

  17 March 2011
M. Scott Crocco     

*

   Director   17 March 2011
Mario L. Baeza     

*

   Director   17 March 2011
William L. Davis, III     

*

   Director   17 March 2011
Chadwick C. Deaton     

*

   Director   17 March 2011
Michael J. Donahue     

*

   Director   17 March 2011
Ursula O. Fairbairn     

*

   Director   17 March 2011
W. Douglas Ford     

 

3


Signature

  

Title

 

Date

*

   Director   17 March 2011
Edward E. Hagenlocker     

*

   Director   17 March 2011
Evert Henkes     

*

   Director   17 March 2011
Margaret G. McGlynn     

*

   Director   17 March 2011
Lawrence S. Smith     

 

4


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.

 

5

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Air Products and Chemicals, Inc.:

We consent to the use of our report dated 23 November 2010, with respect to the consolidated balance sheets of Air Products and Chemicals, Inc. and Subsidiaries as of 30 September 2010 and 2009, and the related consolidated income statements and consolidated statements of equity and cash flows for each of the years in the three-year period ended 30 September 2010, the related financial statement schedule, and the effectiveness of internal control over financial reporting as of 30 September 2010 which report appears in the 30 September 2010 Annual Report on Form 10-K of Air Products and Chemicals, Inc. and incorporated herein by reference.

/s/ KPMG LLP

Philadelphia, Pennsylvania

17 March 2011

 

6

Exhibit 24

POWER OF ATTORNEY

K NOW A LL M EN B Y T HESE P RESENTS , that each person whose signature appears below constitutes and appoints JOHN E. McGLADE or MARY T. AFFLERBACH or PAUL E. HUCK or JOHN D. STANLEY, 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 E. McGlade

  Director and Chairman of the Board   18 November 2010
John E. McGlade   (Principal Executive Officer)  

/s/ Mario L. Baeza

  Director   18 November 2010
Mario L. Baeza    

/s/ William L. Davis, III

  Director   18 November 2010
William L. Davis, III    

 

7


Signature

 

Title

 

Date

/s/ Chadwick C. Deaton

  Director   18 November 2010
Chadwick C. Deaton    

/s/ Michael J. Donahue

  Director   18 November 2010
Michael J. Donahue    

/s/ Ursula O. Fairbairn

  Director   18 November 2010
Ursula O. Fairbairn    

/s/ W. Douglas Ford

  Director   18 November 2010
W. Douglas Ford    

/s/ Edward E. Hagenlocker

  Director   18 November 2010
Edward E. Hagenlocker    

/s/ Evert Henkes

  Director   18 November 2010
Evert Henkes    

/s/ Margaret G. McGlynn

  Director   18 November 2010
Margaret G. McGlynn    

/s/ Lawrence S. Smith

  Director   18 November 2010
Lawrence S. Smith    

 

8