As filed with the Securities and Exchange Commission on 24 March 2004
Registration No.
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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. Retirement Savings and Stock Ownership Plan
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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
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 11,880,000 $47.86 $568,576,800 $72,038.68
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 18
March 2004 (i.e., $47.86 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
033-31195 October 12, 1989
ITEM 8. EXHIBITS.
23. Consent of KPMG LLP
23A. 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
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, 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, 24 March 2004
President, and Chief Executive Officer
/s/ John P. Jones III (Principal Executive Officer)
------------------------------------
John P. Jones III
24 March 2004
Vice President and Chief
/s/ Paul E. Huck Financial Officer (Principal Financial
------------------------------------ Officer and Accounting Officer)
Paul E. Huck
24 March 2004
* Director
------------------------------------
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
Director 24 March 2004
*
------------------------------------
Paula G. Rosput
Director 24 March 2004
*
------------------------------------
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 24 March 2004.
AIR PRODUCTS AND CHEMICALS, INC.
RETIREMENT SAVINGS AND STOCK
OWNERSHIP PLAN
(The Plan)
By /s/ W. D Brown
---------------
W. D. Brown
Employee Benefit Plans Committee Chairman
and Member
By /s/ L. K. Stewart
-----------------------------------------------
L. K. Stewart
Employee Benefit Plans Committee Member
By /s/ J. P. Jones III
-----------------------------------------------
J. P. Jones III
Employee Benefit Plans Committee Member
By /s/ L. C. Minella
-----------------------------------------------
L. C. Minella
Employee Benefit Plans Committee Member
5
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 not constitute original issuance shares;
further, no opinion is being furnished with respect to ERISA compliance because
the Company has submitted the Plan to the Internal Revenue Service (the "IRS")
in a timely manner and has received a favorable determination letter from the
IRS dated 20 August 2003, finding that the Plan is qualified under section 401
of the Internal Revenue Code.
6