As filed with the Securities and Exchange Commission on 13 September 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. (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) 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 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 9 September 2002 (i.e., $45.185 per share).
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 7,200,000 $45.185 $325,332,000 $29,930.54 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 --------- ----------------- 333-90773 November 12, 1999 333-36231 September 24, 1997 033-57017 December 22, 1994 033-49981 August 13, 1993 033-31195 October 12, 1989 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 13th day of September 2002. 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
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 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, President, and Chief Executive Officer /s/ John P. Jones III (Principal Executive Officer) 13 September 2002 - ------------------------- John P. Jones III Vice President and Chief Finance /s/ John R. Owings Officer 13 September 2002 - ------------------------- (Principal Financial Officer) John R. Owings Vice President and /s/ Paul E. Huck Corporate Controller 13 September 2002 - ------------------------- (Principal Accounting Officer) Paul E. Huck * Director 13 September 2002 - ------------------------- Mario L. Baeza * Director 13 September 2002 - ------------------------- L. Paul Bremer III * Director 13 September 2002 - ------------------------- Michael J. Donahue * Director 13 September 2002 - ------------------------- Ursula F. Fairbairn * Director 13 September 2002 - ------------------------- Edward E. Hagenlocker * Director 13 September 2002 - ------------------------- James F. Hardymon 4
Signature Title Date --------- ----- ---- * Director 13 September 2002 Terry R. Lautenbach Director 13 September 2002 Terrence Murray * Director 13 September 2002 Charles H. Noski * Director 13 September 2002 Paula G. Rosput * Director 13 September 2002 Lawrason D. Thomas 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 13 September 2002. AIR PRODUCTS AND CHEMICALS, INC. RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN (The Plan) By /s/ L. V. Broese van Groenou ---------------------------- L. V. Broese van Groenou Employee Benefit Plans Committee Member By /s/ W. D Brown ---------------------------- W. D. Brown Employee Benefit Plans Committee Chairman and Member By /s/ J. P. Jones III ---------------------------- J. P. Jones III Employee Benefit Plans Committee Member By /s/ J. R. Owings ---------------------------- J. R. Owings Employee Benefit Plans Committee Member 5 As filed with the Securities and Exchange Commission on 13 September 2002 Registration No. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 EXHIBITS TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AIR PRODUCTS AND CHEMICALS, INC. RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN 6 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 and the Plan's financial statements as of September 30, 2001 and 2000 incorporated herein by reference to the Company's Form 10K/A, were audited by Arthur Andersen LLP ("Andersen"). Subsequently, Andersen was dismissed as the Company's and as the Plan'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 and of the Plan's financial statements referred to above. Under these circumstances, Rule 437a under the Securities Act permits the Company and the Plan 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 Company has undertaken in Registration Statement No. 33-49981, filed with the Securities and Exchange Commission on Form S-8 on August 13, 1993, that it has submitted and will submit the Plan and any amendment thereto to the Internal Revenue Service (the "IRS") in a timely manner and has made and will make all changes required by the IRS in order to qualify the Plan, said Registration Statement No. 33-49981 having been incorporated by reference herein. 7
POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints JOHN P. 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. 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. 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 including the directors pension plan, 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 and the Deferred Compensation Plan for Directors, 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 8 - - 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. 9
SIGNATURE TITLE DATE --------- ----- ---- /s/ John P. Jones III Director, Chairman of the Board, Chief November 15, 2001 - --------------------------- Executive Officer and Employee Benefit John P. Jones III Plans Committee Member (Principal Executive Officer) /s/ Mario L. Baeza Director November 15, 2001 - --------------------------- Mario L. Baeza /s/ L. Paul Bremer III Director November 15, 2001 - --------------------------- L. Paul Bremer III 10
/s/ Robert Cizik Director November 15, 2001 - --------------------------- Robert Cizik /s/ Michael J. Donahue Director November 15, 2001 - --------------------------- Michael J. Donahue /s/ Ursula F. Fairbairn Director November 15, 2001 - --------------------------- Ursula F. Fairbairn /s/ Edward E. Hagenlocker Director November 15, 2001 - --------------------------- Edward E. Hagenlocker /s/ James F. Hardymon Director November 15, 2001 - --------------------------- James F. Hardymon /s/ Terry R. Lautenbach Director November 15, 2001 - --------------------------- Terry R. Lautenbach /s/ Charles H. Noski Director November 15, 2001 - --------------------------- Charles H. Noski /s/ Paula G. Rosput Director November 15, 2001 - --------------------------- Paula G. Rosput /s/ Lawrason D. Thomas Director November 15, 2001 - --------------------------- Lawrason D. Thomas