1 As filed with the Securities and Exchange Commission on January 24, 2001 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. 1997 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 - ------------------------------------------------------------------------------------------------------------------------------ Proposed Proposed Title of securities Amount to be maximum offering maximum aggregate Amount of to be registered registered price per share offering price registration fee(1) - ------------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $1 - ------------------------------------------------------------------------------------------------------------------------------ 2000 Fair Market Value Options 3,879,452 $35.82 $138,961,970.64 $34,740.49 - ------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------ ============================================================================================================================== 3,879,452 138,961,970.64 $34,740.49 - ------------------------------------------------------------------------------------------------------------------------------ - --------------------------- (1) 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.
2 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 1997 Long-Term Incentive Plan (the "Plan"). These are securities of the same class as the securities registered on Forms S-8, Registration Statement Nos. 33-57023, 33-65117, 333-21145, 333-45239 333-71405 and 333-95317 for distribution pursuant to the Plan. Accordingly, the contents of Registration Statement Nos. 33-57023, 33-65117, 333-21145, 333-45239, 333-71405, and 333-95317 are incorporated herein by reference. EXHIBITS 23. Consent of Arthur Andersen LLP. 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, State of Pennsylvania, on this 24th day of January, 2001. AIR PRODUCTS AND CHEMICALS, INC. (Registrant) By: /s/ W. Douglas Brown ---------------------------------------- W. Douglas Brown* Senior 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
3 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/ John P. Jones III - --------------------------------- John P. Jones III Director, Chairman of the Board, January 24, 2001 President, and Chief Executive Officer (Principal Executive Officer) /s/ Leo J. Daley - --------------------------------- Leo J. Daley Vice President - Finance and Controller January 24, 2001 (Principal Financial and Accounting Officer) * - --------------------------------- Mario L. Baeza Director January 24, 2001 * - --------------------------------- Tom H. Barrett Director January 24, 2001 * - --------------------------------- L. Paul Bremer III Director January 24, 2001 * - --------------------------------- Robert Cizik Director January 24, 2001 * - --------------------------------- Ursula F. Fairbairn Director January 24, 2001 * - --------------------------------- Edward E. Hagenlocker Director January 24, 2001 * - --------------------------------- James F. Hardymon Director January 24, 2001 3
4 Signature Title Date --------- ----- ---- * - --------------------------------- Joseph J. Kaminski Director January 24, 2001 * - --------------------------------- Terry R. Lautenbach Director January 24, 2001 * - --------------------------------- Charles H. Noski Director January 24, 2001 * - --------------------------------- Lawrason D. Thomas Director January 24, 2001 4
5 EXHIBIT INDEX 23. Consent of Arthur Andersen LLP 24. Power of Attorney
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 27 October 2000 included and incorporated by reference in Air Products and Chemicals, Inc.'s, Form 10-K for the year ended 30 September 2000 and to all references to our Firm included in this Registration Statement. ARTHUR ANDERSEN LLP Philadelphia, Pennsylvania 22 January 2001
1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints HAROLD A. WAGNER or JOHN PAUL JONES III 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. 2001 Long-Term Incentive Plan (formerly the 1997 Long-Term Incentive Plan); - - the Air Products and Chemicals, Inc. Retirement Savings and Stock Ownership Plan; - - the Air Products and Chemicals, Inc. Supplementary Savings Plan; - - the Air Products and Chemicals, Inc. 1997 Annual Incentive 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.; - - 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; and
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, Chief Executive Officer and Employee Benefit Plans /s/ Harold A. Wagner Committee Member November 16, 2000 - ------------------------------------- (Principal Executive Officer) Harold A. Wagner /s/ Mario L. Baeza Director November 16, 2000 - ------------------------------------- Mario L. Baeza /s/ Tom H. Barrett Director November 16, 2000 - ------------------------------------- Tom H. Barrett /s/ L. Paul Bremer III Director November 16, 2000 - ------------------------------------- L. Paul Bremer III
3 /s/ Robert Cizik Director November 16, 2000 - ------------------------------------- Robert Cizik /s/ Ursula F. Fairbairn Director November 16, 2000 - ------------------------------------- Ursula F. Fairbairn /s/ Edward E. Hagenlocker Director November 16, 2000 - ------------------------------------- Edward E. Hagenlocker /s/ James F. Hardymon Director November 16, 2000 - ------------------------------------- James F. Hardymon /s/ John P. Jones III Director November 16, 2000 - ------------------------------------- John P. Jones III /s/ Joseph J. Kaminski Director November 16, 2000 - ------------------------------------- Joseph J. Kaminski /s/ Terry R. Lautenbach Director November 16, 2000 - ------------------------------------- Terry R. Lautenbach /s/ Ruud F. M. Lubbers Director November 16, 2000 - ------------------------------------- Ruud F. M. Lubbers /s/ Charles H. Noski Director November 16, 2000 - ------------------------------------- Charles H. Noski /s/ Lawrason D. Thomas Director November 16, 2000 - ------------------------------------- Lawrason D. Thomas