As filed with the Securities and Exchange Commission on 1 October 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.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
23-1274455
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(I.R.S. Employer Identification No.)
7201 Hamilton Boulevard, Allentown, Pennsylvania 18195-1501
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(Address of Principal Executive Offices) (Zip Code)
Air Products and Chemicals, Inc. Employee Stock Option Awards and
Stock Incentive Program Awards
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(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
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(Name and Address of Agent for Service)
610-481-4911
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(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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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)
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Common Stock,
par value $1
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Options granted
October 1, 1999 2,163,500 $28.78 $62,265,530 $5,728.43
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Options granted
October 2, 2000 624,750 $35.82 $22,378,545 $2,058.83
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Options granted
October 1, 2001 645,150 $38.02 $24,528,603 $2,256.63
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(1) The registration fee with respect to these shares has been computed in
accordance with paragraph (h) of Rule 457, based upon 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 offer and sale pursuant to the Employee Stock Option Awards and
Stock Incentive Program Awards (the "Plan"). These are securities of the same
class as the securities registered for offer and sale pursuant to the Plan under
the Registration Statement on Form S-8 referenced below, the contents of which
are incorporated herein by reference:
NUMBER DATE FILED
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333-60147 July 30, 1998
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
1st day of October 2002.
AIR PRODUCTS AND CHEMICALS, INC.
(Registrant)
By: /s/ W. Douglas Brown
---------------------------------
W. Douglas Brown*
Vice President, General Counsel
and Secretary
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* 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 1 October 2002
------------------------ (Principal Executive
John P. Jones III Officer)
Vice President and Chief
/s/ John R. Owings Financial Officer 1 October 2002
------------------------ (Principal Financial
John R. Owings Officer)
Vice President and
/s/ Paul E. Huck Corporate Controller 1 October 2002
------------------------ (Principal Accounting
Paul E. Huck Officer)
* Director 1 October 2002
------------------------
Mario L. Baeza
* Director 1 October 2002
------------------------
L. Paul Bremer III
* Director 1 October 2002
------------------------
Michael J. Donahue
* Director 1 October 2002
------------------------
Ursula F. Fairbairn
* Director 1 October 2002
------------------------
Edward E. Hagenlocker
* Director 1 October 2002
------------------------
James F. Hardymon
3
Signature Title Date
--------- ----- ----
* Director 1 October 2002
------------------------
Terry R. Lautenbach
Director 1 October 2002
------------------------
Terrence Murray
* Director 1 October 2002
------------------------
Charles H. Noski
* Director 1 October 2002
------------------------
Paula G. Rosput
* Director 1 October 2002
------------------------
Lawrason D. Thomas
4
As filed with the Securities and Exchange Commission on 1 October 2002
Registration No.
------
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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AIR PRODUCTS AND CHEMICALS, INC.
RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN
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5
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 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 Securities 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.
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 Plan is not subject to the requirements of
ERISA.
6