As filed with the Securities and Exchange Commission on March 19, 2010
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)
Mary T. Afflerbach, Corporate Secretary and Chief Governance Officer
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 |
Proposed maximum aggregate offering |
Amount of registration fee | ||||
| Common Stock, par value $1 |
355,099 | $74.00 | $26,277,326.00 | $1,873.58(1) | ||||
| Options Granted, 12/01/09 |
1,018,335 | $83.60 | $85,132,806.00 | $6,069.97(2) | ||||
| 1,373,434 | $111,410,132.00 | $7,943.55 | ||||||
| (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 11 March 2010 (i.e., $74.00 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 2009 and the Form 10-Q for the period ended 31 December 2009 are also incorporated herein by reference.
EXHIBITS
| 23. | Consent of Independent Registered Public Accounting Firm | |
| 24. | Power of Attorney. | |
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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 2010.
| AIR PRODUCTS AND CHEMICALS, INC. | ||
| (Registrant) | ||
| By: | /s/ Mary T. Afflerbach | |
| Mary T. Afflerbach* | ||
| Corporate Secretary and Chief Governance | ||
| Officer | ||
| * | Mary T. Afflerbach, Corporate Secretary and Chief Governance Officer, by signing her 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 |
Director, Chairman of the Board, President | 19 March 2010 | ||
| John E. McGlade | and Chief Executive Officer (Principal Executive Officer) |
|||
| /s/ Paul E. Huck |
Senior Vice President and | 19 March 2010 | ||
| Paul E. Huck | Chief Financial Officer (Principal Financial Officer) |
|||
| /s/ M. Scott Crocco |
Vice President and Corporate Controller | 19 March 2010 | ||
| M. Scott Crocco | (Principal Accounting Officer) | |||
| * |
Director | 19 March 2010 | ||
| Mario L. Baeza | ||||
| * |
Director | 19 March 2010 | ||
| William L. Davis, III | ||||
| * |
Director | 19 March 2010 | ||
| Michael J. Donahue | ||||
| * |
Director | 19 March 2010 | ||
| Ursula O. Fairbairn | ||||
| * |
Director | 19 March 2010 | ||
| W. Douglas Ford | ||||
| * |
Director | 19 March 2010 | ||
| Edward E. Hagenlocker | ||||
3
| Signature |
Title |
Date | ||
| * |
Director | 19 March 2010 | ||
| Evert Henkes | ||||
| * |
Director | 19 March 2010 | ||
| Margaret G. McGlynn | ||||
| * |
Director | 19 March 2010 | ||
| Charles H. Noski | ||||
| * |
Director | 19 March 2010 | ||
| Lawrence S. Smith | ||||
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EXHIBIT INDEX
| Exhibit |
Page | |||
| 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.
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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 report dated 25 November 2009, with respect to the consolidated balance sheets of Air Products and Chemicals, Inc. and Subsidiaries (the Company) as of 30 September 2009 and 2008, and the related consolidated income statements and consolidated statements of shareholders’ equity and cash flows and the related financial statement schedule for each of the years in the three-year period ended 30 September 2009 and the effectiveness of internal control over financial reporting as of 30 September 2009 which report is included in the 30 September 2009 Annual Report on Form 10-K of Air Products and Chemicals, Inc. and incorporated herein by reference.
Our report refers to the Company’s adoption of Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” effective 1 October 2007 (incorporated into Accounting Standards Codification (ASC) Topic 740 “Income Taxes”) and Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” as of 30 September 2007 (incorporated into ASC Topic 715, “Compensation – Retirement Plans”).
| /s/ KPMG LLP |
| Philadelphia, Pennsylvania |
| 18 March 2010 |
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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 MARY T. AFFLERBACH or PAUL E. HUCK or JOHN D. STANLEY, 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 | 19 November 2009 | ||
| John E. McGlade | (Principal Executive Officer) | |||
| /s/ Mario L. Baeza |
Director | 19 November 2009 | ||
| Mario L. Baeza | ||||
| /s/ William L. Davis, III |
Director | 19 November 2009 | ||
| William L. Davis, III | ||||
7
| Signature |
Title |
Date | ||
| /s/ Michael J. Donahue |
Director | 19 November 2009 | ||
| Michael J. Donahue | ||||
| /s/ Ursula O. Fairbairn |
Director | 19 November 2009 | ||
| Ursula O. Fairbairn | ||||
| /s/ W. Douglas Ford |
Director | 19 November 2009 | ||
| W. Douglas Ford | ||||
| /s/ Edward E. Hagenlocker |
Director | 19 November 2009 | ||
| Edward E. Hagenlocker | ||||
| /s/ Evert Henkes |
Director | 19 November 2009 | ||
| Evert Henkes | ||||
| /s/ Margaret G. McGlynn |
Director | 19 November 2009 | ||
| Margaret G. McGlynn | ||||
| /s/ Charles H. Noski |
Director | 19 November 2009 | ||
| Charles H. Noski | ||||
| /s/ Lawrence S. Smith |
Director | 19 November 2009 | ||
| Lawrence S. Smith | ||||
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