1 As filed with the Securities and Exchange Commission on March 3, 2000 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. Supplementary Savings Plan and ------------------------------------------------------------------------------- (Full Title of the Plan) Awards Deferred Under the Air Products and Chemicals, Inc. 1997 Annual Incentive 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 - ------------------------------------------------------------------------------------------------------------------------- Title Of Proposed Maximum Proposed Maximum Securities To Be Amount To Be Offering Price Aggregate Offering Amount Of Registered Registered Per Share Price Registration Fee(1) - ------------------------------------------------------------------------------------------------------------------------- Common Stock par value $1 758,294 Not Applicable Not Applicable $5,280.00 - ------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------- - --------------------------- (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 25 February 2000 (i.e., $26.375 per share).
2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION. (2) ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. (2) PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The documents listed in clauses (a), (b) and (c) below are incorporated herein by this reference thereto, and all documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by this reference in this registration statement and to be a part hereof from the date of filing of such documents. (a) The registrant's Annual Report on Form 10-K for the year ended September 30, 1999. (b) All other reports filed by the registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant document referred to in (a) above. (c) The description of the Common Stock contained in the registration statement filed by the registrant to register such securities under Section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description. Any statement contained in a document incorporated or deemed to be incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement or in any other contemporaneously or subsequently filed document which also is or is deemed to be incorporated by reference in this registration statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. - ----------------------------------------- (2) The information called for by Part I of Form S-8 is currently included in the registrant's Prospectus for its Supplementary Savings Plan and in the registrant's Prospectus for the awards deferred under the registrant's 1997 Annual Incentive Plan to be delivered to eligible employees. Pursuant to the Note to Part I of Form S-8, this information is not being filed with or included in this Form S-8. 2
3 ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware Corporation Law gives corporations the power to indemnify officers and directors under certain circumstances. Article Ninth of the registrant's Restated Certificate of Incorporation, as amended, contains provisions which provide for indemnification of certain persons (including officers and directors). The Restated Certificate of Incorporation is filed as an exhibit to the registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1987. The registrant maintains insurance that generally insures the officers and directors of the registrant and its subsidiaries (as defined in said policy) against liabilities incurred in such capacities, and insures the registrant with respect to amounts to which officers and directors become entitled as indemnification payments from the registrant, subject to certain specified exclusions and deductible and maximum amounts. The registrant also maintains a policy of insurance that insures, among others, certain officers and directors of the registrant and certain of its subsidiaries against liabilities incurred for Breach of Fiduciary Duty (as defined in said policy) with respect to their performance of their duties and responsibilities in connection with certain pension and retirement plans of the registrant and certain of its subsidiaries, subject to certain specified exclusions and deductible and maximum amounts. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. An Exhibit Index, containing a list of all exhibits filed with this registration statement, is included on page 8. ITEM 9. UNDERTAKINGS. (a) Rule 415 offering. The undersigned registrant hereby undertakes: 3
4 (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (1)(i) and 1(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) Filings incorporating subsequent Exchange Act Documents by Reference. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Filing of Registration Statement on Form S-8. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant 4
5 pursuant to the provisions described under Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liability (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. 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 3rd day of March 2000. 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 6 and 7 hereof, pursuant to a power of attorney duly executed by such persons which is filed with the Securities and Exchange Commission herewith. 5
6 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 --------- ----- ----- /s/ Harold A. Wagner Director, Chairman of the Board -------------------- and Chief Executive Officer Harold A. Wagner (Principal Executive Officer) March 3, 2000 /s/ Leo J. Daley Vice President - Finance -------------------- (Principal Financial Officer) March 3, 2000 Leo J. Daley /s/ Paul E. Huck Vice President and ----------------------- Corporate Controller Paul E. Huck (Principal Accounting Officer) March 3, 2000 * Director March 3, 2000 --------------------------- Mario L. Baeza * Director March 3, 2000 --------------------------- Tom H. Barrett * Director March 3, 2000 --------------------------- L. Paul Bremer III * Director March 3, 2000 --------------------------- Robert Cizik * Director March 3, 2000 --------------------------- Ursula F. Fairbairn * Director March 3, 2000 --------------------------- Edward E. Hagenlocker 6
7 Signature Title Date --------- ----- ----- * --------------------------- James F. Hardymon Director March 3, 2000 * --------------------------- John P. Jones III Director March 3, 2000 * --------------------------- Joseph J. Kaminski Director March 3, 2000 * --------------------------- Terry R. Lautenbach Director March 3, 2000 * --------------------------- Ruud F. M. Lubbers Director March 3, 2000 * --------------------------- Lawrason D. Thomas Director March 3, 2000 7
8 EXHIBIT INDEX 23. Consent of Arthur Andersen LLP 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 Plan is not subject to the requirements of ERISA. 8
1 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS To: Air Products and Chemicals, Inc.: As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our reports dated 29 October 1999, included and incorporated by reference in Air Products and Chemicals, Inc.'s Form 10-K for the year ended 30 September 1999 and to all references to our Firm included in this Registration Statement. ARTHUR ANDERSEN LLP Philadelphia, Pennsylvania 2 March 2000
1 Exhibit 24 Stock Plans POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints HAROLD A. WAGNER or LEO J. DALEY or W. DOUG BROWN, 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 Form S-3 and S-8 Registration Statements and amendments thereto pertaining to interests in and/or Common Stock offered, issued, sold, or resold under - - the Air Products and Chemicals, Inc. 1997 Long-Term Incentive Plan (formerly the 1990 Long-Term Incentive Plan); - - the Air Products and Chemicals, Inc. Retirement Savings and Stock Ownership Plan and/or the Air Products and Chemicals, Inc. Supplementary Savings Plan; - - the Air Products and Chemicals, Inc. Stock Incentive Program; - - the Air Products Employee Stock Option Award granted 2 October 1995, the Air Products Employee Stock Option Award granted 1 October 1997 and/or the Air Products Employee Stock Option Award granted 1 October 1999. - - the Air Products and Chemicals, Inc. Deferred Compensation Plan for Directors and/or the Air Products and Chemicals, Inc. Stock Option Plan for Directors; - - the Air Products PLC U.K. Savings-Related Share Option Scheme and/or the Air Products Group Limited U.K. Savings-Related Share Option Scheme; - - the Direct Investment Program for Shareholders of Air Products and Chemicals, Inc.; and/or - - the Air Products and Chemicals, Inc. Flexible Employee Benefits Trust Agreement, dated December 29, 1993 as it may be amended from time to time. - - the Amended and Restated Trust Agreement for the Air Products and Chemicals, Inc. Supplementary Pension Plan and certain other defined benefit pension agreements, dated August 1, 1999, as it may be as amended from time to time. - - the Amended and Restated Trust Agreement for the Air Products and Chemicals, Inc. Supplementary Savings Plan, dated August 1, 1999, as it may be amended from time to time. - - the Amended and Restated Trust Agreement for the Stearns Catalytic World Corporation Supplementary Retirement Plan, dated August 1, 1999, as it may be amended from time to time.
2 - - any other plan, program, or award (together with all of the foregoing, the "Plans") of Air Products and Chemicals, Inc. or its subsidiaries existing from time to time which involves Common Stock, which Registration Statements may be required for (i) the registration of interests in and/or Common Stock for issuance under any of such Plans as may be necessary from time to time in accordance with the provisions of such Plans, (ii) amendments to said Plans heretofore or hereafter approved or established by the Board or the appropriate committee of the Board, by Air Products PLC, by Air Products Group Limited, or by the Plan Administrator, (iii) the sale or transfer from time to time by the Trustee or Trustees and/or the Company to the public and/or to Plan Participants, and/or to pay Plan obligations (as such terms are defined in the relevant Trust Agreement) payable in cash or Common Stock and/or to fund the Trust with cash as required by the Trust Agreements, or (iv) 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 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 Director, Chairman of the Board, /s/Harold A Wagner Chief Executive Officer and - -------------------------------- Employee Benefit Plans Harold A. Wagner Committee Member (Principal Executive Officer) November 18, 1999 /s/Mario L. Baeza Director November 18, 1999 - -------------------------------- Mario L. Baeza /s/Tom H. Barrett Director November 18, 1999 - -------------------------------- Tom H. Barrett
3 /s/L. Paul Bremer III Director November 18, 1999 - -------------------------------- L. Paul Bremer III /s/Robert Cizik Director November 18, 1999 - -------------------------------- Robert Cizik /s/Ursula F. Fairbairn Director November 18, 1999 - -------------------------------- Ursula F. Fairbairn /s/Edward E. Hagenlocker Director November 18, 1999 - -------------------------------- Edward E. Hagenlocker /s/James F. Hardymon Director November 18, 1999 - -------------------------------- James F. Hardymon /s/John P. Jones III Director November 18, 1999 - -------------------------------- John P. Jones III /s/Joseph J. Kaminski Director November 18, 1999 - -------------------------------- Joseph J. Kaminski /s/Terry R. Lautenbach Director November 18, 1999 - -------------------------------- Terry R. Lautenbach /s/Ruud F. M. Lubbers Director November 18, 1999 - -------------------------------- Ruud F. M. Lubbers Director November , 1999 - -------------------------------- Takeo Shiina /s/Lawrason D. Thomas Director November 18, 1999 - -------------------------------- Lawrason D. Thomas