As filed with the Securities and Exchange Commission on 13 September 2002
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. Retirement Savings and Stock Ownership 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
Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share price registration fee(1)
---------------- ---------- --------------- ----- -------------------
Common Stock,
par value $1 7,200,000 $45.185 $325,332,000 $29,930.54
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(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 sale prices of shares of Common Stock on 9
September 2002 (i.e., $45.185 per share).
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 offer and sale pursuant to the Retirement Savings and Stock
Ownership Plan (the "Plan"), together with additional interests to be offered
and sold pursuant to the Plan. These are securities of the same class as the
securities registered for offer and sale pursuant to the Plan under the
Registration Statements on Form S-8 referenced below, the contents of which are
incorporated herein by reference:
NUMBER DATE FILED
--------- -----------------
333-90773 November 12, 1999
333-36231 September 24, 1997
033-57017 December 22, 1994
033-49981 August 13, 1993
033-31195 October 12, 1989
ITEM 8. EXHIBITS.
23. Consents of Arthur Andersen LLP (omitted pursuant to
Rule 437a as described in the Exhibit Index for the
Registration Statement)
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
13th day of September 2002.
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, 4, and 5 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 P. Jones III (Principal Executive Officer) 13 September 2002
-------------------------
John P. Jones III
Vice President and Chief Finance
/s/ John R. Owings Officer 13 September 2002
------------------------- (Principal Financial Officer)
John R. Owings
Vice President and
/s/ Paul E. Huck Corporate Controller 13 September 2002
------------------------- (Principal Accounting Officer)
Paul E. Huck
* Director 13 September 2002
-------------------------
Mario L. Baeza
* Director 13 September 2002
-------------------------
L. Paul Bremer III
* Director 13 September 2002
-------------------------
Michael J. Donahue
* Director 13 September 2002
-------------------------
Ursula F. Fairbairn
* Director 13 September 2002
-------------------------
Edward E. Hagenlocker
* Director 13 September 2002
-------------------------
James F. Hardymon
3
Signature Title Date
--------- ----- ----
* Director 13 September 2002
Terry R. Lautenbach
Director 13 September 2002
Terrence Murray
* Director 13 September 2002
Charles H. Noski
* Director 13 September 2002
Paula G. Rosput
* Director 13 September 2002
Lawrason D. Thomas
4
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Air Products and Chemicals, Inc. Retirement Savings and Stock Ownership Plan
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 13 September 2002.
AIR PRODUCTS AND CHEMICALS, INC.
RETIREMENT SAVINGS AND STOCK
OWNERSHIP PLAN
(The Plan)
By /s/ L. V. Broese van Groenou
----------------------------
L. V. Broese van Groenou
Employee Benefit Plans Committee Member
By /s/ W. D Brown
----------------------------
W. D. Brown
Employee Benefit Plans Committee
Chairman and Member
By /s/ J. P. Jones III
----------------------------
J. P. Jones III
Employee Benefit Plans Committee Member
By /s/ J. R. Owings
----------------------------
J. R. Owings
Employee Benefit Plans Committee Member
5
As filed with the Securities and Exchange Commission on 13 September 2002
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AIR PRODUCTS AND CHEMICALS, INC.
RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN
6
EXHIBIT INDEX
23. Consent of Arthur Andersen LLP
The Company's financial statements as of September 30, 2001 and 2000 and for the
three years ended September 30, 2001 incorporated herein by reference to the
Company's Annual Report on Form 10-K for the year ended September 30, 2001 and
the Plan's financial statements as of September 30, 2001 and 2000 incorporated
herein by reference to the Company's Form 10K/A, were audited by Arthur Andersen
LLP ("Andersen"). Subsequently, Andersen was dismissed as the Company's and as
the Plan'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 and of the Plan's financial statements referred to
above. Under these circumstances, Rule 437a under the Securities Act permits the
Company and the Plan 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.
24. Power of Attorney
No opinion of counsel is being filed because the Common Stock, if any, to be
distributed in connection with the Plan will consist exclusively of previously
issued shares including shares that are presently held by the Company in
treasury or under the Air Products and Chemicals, Inc. Flexible Employee
Benefits Trust (which was created to provide for the satisfaction of certain
obligations of the Company and its affiliates under various employee plans,
including the Plan) and will not constitute original issuance shares; further,
no opinion is being furnished with respect to ERISA compliance because the
Company has undertaken in Registration Statement No. 33-49981, filed with the
Securities and Exchange Commission on Form S-8 on August 13, 1993, that it has
submitted and will submit the Plan and any amendment thereto to the Internal
Revenue Service (the "IRS") in a timely manner and has made and will make all
changes required by the IRS in order to qualify the Plan, said Registration
Statement No. 33-49981 having been incorporated by reference herein.
7