As filed with the Securities and Exchange Commission on March 19, 2009
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)
CALCULATION OF REGISTRATION FEE
| Titles of securities to be registered | Amount to be registered |
Proposed maximum offering price per share |
Proposed maximum aggregate offering price |
Amount of registration fee | ||||
| Common Stock, par value $1 |
480,717 | $50.06 | $24,064,693.02 | $1,342.81(1) | ||||
| Options Granted, 10/02/08 |
2,029,035 | $66.90 | $135,742,441.50 | $7,574.43(2) | ||||
| 2,509,752 | $159,807,134.50 | $8,917.24 | ||||||
| (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 sales prices of shares of Common Stock on 12 March 2009 (i.e., $50.06 per share). |
| (2) | 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. |
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 2008 and the Form 10-Q for the period ended 31 December 2008 are also incorporated herein by reference.
EXHIBITS
| 23. | Consent of Independent Registered Public Accounting Firm |
| 24. | Power of Attorney. |
1
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 19th day of March 2009.
| AIR PRODUCTS AND CHEMICALS, INC. | ||
| (Registrant) | ||
| By: | /s/ Stephen J. Jones | |
| Stephen J. Jones* | ||
| Senior Vice President, General Counsel and Secretary | ||
| * | Stephen J. Jones, Senior 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
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 John E. McGlade |
Director, Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) |
19 March 2009 | ||
| /s/ Paul E. Huck Paul E. Huck |
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
19 March 2009 | ||
| /s/ M. Scott Crocco M. Scott Crocco |
Vice President and Corporate Controller (Principal Accounting Officer) |
19 March 2009 | ||
| * |
Director | 19 March 2009 | ||
| Mario L. Baeza | ||||
| * |
Director | 19 March 2009 | ||
| William L. Davis, III | ||||
| * |
Director | 19 March 2009 | ||
| Michael J. Donahue | ||||
| * |
Director | 19 March 2009 | ||
| Ursula O. Fairbairn | ||||
| * |
Director | 19 March 2009 | ||
| W. Douglas Ford | ||||
| * |
Director | 19 March 2009 | ||
| Edward E. Hagenlocker | ||||
3
| Signature |
Title |
Date | ||
| * |
Director | 19 March 2009 | ||
| Evert Henkes | ||||
| * |
Director | 19 March 2009 | ||
| Margaret G. McGlynn | ||||
| * |
Director | 19 March 2009 | ||
| Charles H. Noski | ||||
| * |
Director | 19 March 2009 | ||
| Lawrence S. Smith | ||||
4
EXHIBIT INDEX
| Exhibit |
Page | |||
| 23. | Consent of Independent Registered Public Accounting Firm | |||
| 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 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.
5
Exhibit 23
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Air Products and Chemicals, Inc.:
We consent to the use of our reports dated 25 November 2008, with respect to the consolidated balance sheets of Air Products and Chemicals, Inc. and subsidiaries (the Company) as of 30 September 2008 and 2007, 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 2008, the related financial statement schedule and the effectiveness of internal control over financial reporting as of 30 September 2008, which are included in the Company’s annual report on Form 10-K for the year ended 30 September 2008 and incorporated herein by reference.
Our reports on the consolidated financial statements and schedule refer to the Company’s adoption of Financial Accounting Standards Board (FASB) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” effective 1 October 2007, Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” as of 30 September 2007, and FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations,” effective 30 September 2006.
| /s/ KPMG LLP |
| Philadelphia, Pennsylvania |
| 19 March 2009 |
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 Chairman of the Board |
20 November 2008 | ||
| John E. McGlade | (Principal Executive Officer) | |||
| /s/ Mario L. Baeza |
Director | 20 November 2008 | ||
| Mario L. Baeza | ||||
| /s/ William L. Davis, III |
Director | 20 November 2008 | ||
| William L. Davis, III | ||||
| Signature |
Title |
Date | ||
| /s/ Michael J. Donahue |
Director | 20 November 2008 | ||
| Michael J. Donahue | ||||
| /s/ Ursula O. Fairbairn |
Director | 20 November 2008 | ||
| Ursula O. Fairbairn | ||||
| /s/ W. Douglas Ford |
Director | 20 November 2008 | ||
| W. Douglas Ford | ||||
| /s/ Edward E. Hagenlocker |
Director | 20 November 2008 | ||
| Edward E. Hagenlocker | ||||
| /s/ Evert Henkes |
Director | 20 November 2008 | ||
| Evert Henkes | ||||
| /s/ Margaret G. McGlynn |
Director | 20 November 2008 | ||
| Margaret G. McGlynn | ||||
| /s/ Charles H. Noski |
Director | 20 November 2008 | ||
| Charles H. Noski | ||||
| /s/ Lawrence S. Smith |
Director | 20 November 2008 | ||
| Lawrence S. Smith | ||||