As filed with the Securities and Exchange Commission on March 20, 2008

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. Long-Term Incentive Plan

(Full Title of the Plan)

Stephen J. Jones, Senior 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)

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

	Titles of securities						Proposed maximum			Proposed maximum			Amount of registration
	to be registered			Amount to be registered			offering price per share			aggregate offering price			fee
	Common Stock, par value $1			328,479			$89.34			$  29,346,313.86			$1,153.31(1)
	Options Granted, 10/01/07			1,206,884			$98.85			$119,300,483.00			$4,688.51(2)
	Options Granted, 2/20/07			10,000			$77.53			$       775,300.00			$     30.47(2)
				1,545,363						$149,422,096.86			$5,872.29

 

 

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 Long-Term Incentive Plan (the “Plan”). These are securities of the same class as the securities registered on Form S-8, Registration Statement No. 333-103809 for distribution pursuant to the Plan. Accordingly, the contents of Registration Statement No. 333-103809 are incorporated herein by reference. The Company’s report on Form 10-K for the year ended 30 September 2007 and the Form 10-Q for the period ended 31 December 2007 are also incorporated herein by reference.

EXHIBITS

	4.		Rights Agreement, dated as of 19 March 1998, between the Company and First Chicago Trust Company of New York. (Filed as Exhibit 1 to the Company’s Form 8-A Registration Statement dated 19 March 1998, as amended by Form 8-A/A dated 16 July 1998.)
	23.		Consent of Independent Registered Public Accounting Firm
	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 20^th day of March 2008.

		AIR PRODUCTS AND CHEMICALS, INC.
		(Registrant)
		By:		/s/ Stephen J. Jones   Stephen J. Jones*
				Senior Vice President, General Counsel
				and Secretary

     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 E. McGlade		Director and Chief Executive Officer		20 March 2008
John E. McGlade		(Principal Executive Officer)
/s/ Paul E. Huck		Senior Vice President and Chief Financial Officer		20 March 2008
Paul E. Huck		(Principal Executive Officer)
/s/ M. Scott Crocco		Vice President and Corporate Controller		20 March 2008
M. Scott Crocco		(Principal Accounting Officer)
*		Director		20 March 2008
Mario L. Baeza
*		Director		20 March 2008
William L. Davis, III
*		Director		20 March 2008
Michael J. Donahue
*		Director		20 March 2008
Ursula O. Fairbairn
*		Director		20 March 2008
W. Douglas Ford
*		Director		20 March 2008
Edward E. Hagenlocker

Signature		Title		Date
*   Evert Henkes		Director		20 March 2008
*		Director and Chairman of the Board		20 March 2008
John P. Jones III
*   Margaret G. McGlynn		Director		20 March 2008
*   Charles H. Noski		Director		20 March 2008
*   Lawrence S. Smith		Director		20 March 2008

EXHIBIT INDEX

Exhibit				Page
4.		Rights Agreement, dated as of 19 March 1998, between the Company and First Chicago Trust Company of New York. (Filed as Exhibit 1 to the Company’s Form 8-A Registration Statement dated 19 March 1998, as amended by Form 8-A/A dated 16 July 1998.)			N/A
23.		Consent of Independent Registered Public Accounting Firm			6
24.		Power of Attorney			7

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 and will not constitute original issuance shares; further, no opinion is being furnished with respect to ERISA compliance because the Plan covered by the registration statement is not subject to the requirements of ERISA.

EXHIBIT 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors
To Air Products and Chemicals, Inc.:

We consent to the use of our reports dated 27 November 2007, with respect to the consolidated balance sheets of Air Products and Chemicals, Inc. and subsidiaries as of 30 September 2007 and 2006, and the related consolidated income statements and consolidated statements of shareholders’ equity and of cash flows for each of the years in the three-year period ended 30 September 2007, the related financial statement schedule and the effectiveness of internal control over financial reporting as of 30 September 2007, incorporated herein by reference.

Our reports with respect to the consolidated financial statements and the related financial statement schedule refer to the Company’s adoption of Statement of Financial Accounting Standards (SFAS) No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” as of 30 September 2007, Financial Accounting Standards Board Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations,” effective 30 September 2006, and SFAS No. 123 (R), “Share-Based Payment,” and related interpretations on 1 October 2005.

/s/ KPMG LLP

Philadelphia, Pennsylvania
20 March 2008

EXHIBIT 24

POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose signature appears below constitutes and appoints JOHN E. McGLADE or PAUL E. HUCK or STEPHEN J. JONES, 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 one or more Registration Statements, and any amendments thereto, which may be required in connection with (i) the registration of Common Stock, Preferred Stock, Depositary Shares, Debt Securities, and Warrants, including the registration of Common Stock for issuance under any employee benefit or compensation plan, (ii) the registration of interests under any employee benefit or compensation plan maintained by the Company 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 and Exchange 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/ John E. McGlade		Director and Chief Executive Officer
John E. McGlade		(Principal Executive Officer)		15 November 2007
/s/ Mario L. Baeza   Mario L. Baeza		Director		15 November 2007
/s/ William L. Davis, III   William L. Davis, III		Director		15 November 2007

Signature		Title		Date
/s/ Michael J. Donahue   Michael J. Donahue		Director		15 November 2007
/s/ Ursula O. Fairbairn   Ursula O. Fairbairn		Director		15 November 2007
/s/ W. Douglas Ford   W. Douglas Ford		Director		15 November 2007
/s/ Edward E. Hagenlocker   Edward E. Hagenlocker		Director		15 November 2007
/s/ Evert Henkes   Evert Henkes		Director		15 November 2007
/s/ John P. Jones III   John P. Jones III		Director and Chairman of the Board		15 November 2007
/s/ Margaret G. McGlynn   Margaret G. McGlynn		Director		15 November 2007
/s/ Charles H. Noski   Charles H. Noski		Director		15 November 2007
/s/ Lawrence S. Smith   Lawrence S. Smith		Director		15 November 2007