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
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)
--------------------------------------------------------------------------------
W. Douglas Brown, Vice President, General Counsel and Secretary
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 Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered offering price per aggregate offering registration
registered share price fee
-----------------------------------------------------------------------------------------------------
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)
-----------------------------------------------------------------------------------------------------
3,739,355 $173,293,245.30 $21,956.25
---------------------------
(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
---------------
* 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
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
3
SIGNATURE TITLE DATE
--------- ----- ----
*
------------------------
Paula G. Rosput Director 24 March 2004
*
------------------------
Lawrason D. Thomas Director 24 March 2004
4
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.
5