1 As filed with the Securities and Exchange Commission on December 22, 1994 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) James H. Agger, 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) 215-481-4911 - -------------------------------------------------------------------------------- (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE 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) Determined pursuant to Rule 457(h) and (c) and based upon the average of the high and low prices of a share of Common Stock (i.e., $45.875 per share) as reported in the consolidated reporting system for December 16, 1994.
=================================================================================================================== Proposed Proposed Title of Securities Amount Maximum Maximum Amount of to be Registered to be Offering Price Aggregate Registration Registered Per Share Offering Price Fee - ------------------------------------------------------------------------------------------------------------------- Common Stock, par value $1 2,000,000 Not Applicable $91,750,000 $31,637.93(1) =================================================================================================================== 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 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 on Form S-8, Registration Statement No. 33-49981, for offer and sale pursuant to the Plan. Accordingly, the contents of Registration Statement No. 33-49981 are incorporated herein by reference. ITEM 8. 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, Commonwealth of Pennsylvania, on this 21st day of December, 1994. AIR PRODUCTS AND CHEMICALS, INC. (Registrant) By: /s/ James H. Agger ------------------------------- James H. Agger* Vice President, General Counsel and Secretary - ------------------ * James H. Agger, 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. 3
Signature Title Date --------- ----- ---- Director, Chairman of the Board, /s/ Harold A. Wagner and Chief Executive Officer December 21, 1994 - ----------------------- (Principal Executive Officer) Harold A. Wagner /s/ Gerald A. White Senior Vice President - Finance - ----------------------- (Principal Executive Officer) December 21, 1994 Gerald A. White /s/ Paul E. Huck Corporate Controller December 21, 1994 - ----------------------- (Principal Accounting Officer) Paul E. Huck * Director December 21, 1994 - ----------------------- Dexter F. Baker * Director December 21, 1994 - ----------------------- Tom. H. Barrett * Director December 21, 1994 - ----------------------- L. Paul Bremer, III * Director December 21, 1994 - ----------------------- Will C. Caldwell * Director December 21, 1994 - ----------------------- Robert Cizik * Director December 21, 1994 - ----------------------- Ruth M. Davis * Director December 21, 1994 - ----------------------- Robert F. Dee 4 4
Signature Title Date --------- ----- ---- * Director December 21, 1994 - ----------------------- Terry R. Lautenbach * Director December 21, 1994 - ----------------------- Walter F. Raab * Director December 21, 1994 - ----------------------- Judith Rodin * Director December 21, 1994 - ----------------------- Takeo Shiina * Director December 21, 1994 - ----------------------- Lawrason D. Thomas 5 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 December 21, 1994. AIR PRODUCTS AND CHEMICALS, INC. RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN (The Plan) By /s/ James H. Agger -------------------- James H. Agger Employee Benefit Plans Committee Chairman and Member By /s/ Arnold H. Kaplan -------------------- Arnold H. Kaplan Employee Benefit Plans Committee Member By /s/ J. P. McAndrew -------------------- J. P. McAndrew Employee Benefit Plans Committee Member By /s/ Harold A. Wagner -------------------- Harold A. Wagner Employee Benefit Plans Committee Member By /s/ Gerald A. White -------------------- Gerald A. White Employee Benefit Plans Committee Member 5 6 INDEX TO EXHIBITS 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 report dated 21 January 1994 on the financial statements of the Air Products and Chemicals, Inc. Retirement Savings and Stock Ownership Plan for the year ended 30 September 1993 and our reports dated 3 November 1994 included in or incorporated by reference in the Annual Report of Air Products and Chemicals, Inc., on Form 10-K for the year ended 30 September 1994. Arthur Andersen LLP Philadelphia, Pennsylvania 22 December 1994
1 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints HAROLD A. WAGNER or GERALD A. WHITE or JAMES H. AGGER, 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-8 Registration Statements and amendments thereto pertaining to interests in and/or Common Stock issued under the Air Products and Chemicals, Inc. Long-Term Incentive Plan, Air Products and Chemicals, Inc. 1990 Long-Term Incentive Plan, the Air Products and Chemicals, Inc. Retirement Savings and Stock Ownership Plan, and the Air Products PLC (formerly Air Products Limited) UK Savings- Related Share Option Scheme, which may be required in connection with (i) the registration of interests in and/or Common Stock for issuance under 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 by the Board or the Management Development and Compensation Committee of the Board or by Air Products PLC or (iii) 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 /s/ Harold A. Wagner Director, Chairman of the Board, November 17, 1994 - -------------------- Chief Executive Officer and Harold A. Wagner Employee Benefit Plans Committee Member (Principal Executive Officer) /s/ Gerald A. White Senior Vice President-Finance and November 17, 1994 - -------------------- Employee Benefit Plans Gerald A. White Committee Member (Chief Financial Officer) 2
Signature Title Date --------- ----- ---- /s/ Dexter F. Baker Director November 17, 1994 - ----------------------- Dexter F. Baker /s/ Tom H. Barrett Director November 17, 1994 - ----------------------- Tom H. Barrett /s/ L. Paul Bremer, III Director November 17, 1994 - ----------------------- L. Paul Bremer, III /s/ Will M. Caldwell Director November 17, 1994 - ----------------------- Will C. Caldwell /s/ Robert Cizik Director November 17, 1994 - ----------------------- Robert Cizik /s/ Ruth M. Davis Director November 17, 1994 - ----------------------- Ruth M. Davis /s/ Robert F. Dee Director November 17, 1994 - ----------------------- Robert F. Dee /s/ Terry R. Lautenbach Director November 17, 1994 - ----------------------- Terry R. Lautenbach 3
Signature Title Date --------- ----- ---- /s/ Walter F. Raab Director November 17, 1994 - ---------------------- Walter F. Raab /s/ Judith Rodin Director November 17, 1994 - ---------------------- Judith Rodin /s/ Takeo Shiina Director November 17, 1994 - ---------------------- Takeo Shiina /s/ Lawrason D. Thomas Director November 17, 1994 - ---------------------- Lawrason D. Thomas