As filed with the Securities and Exchange Commission on March 17, 2011

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)

The Air Products Group Limited Share 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 share		Proposed maximum     aggregate offering price		Amount of     registration fee
Common Stock, par value $1		36,000		$88.49		$3,185,640		$369.86(1)

 

 

 

(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 10 March 2011 (i.e., $88.49 per share).

 

 

 

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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 Air Products Group Limited Share Incentive Plan (the “Plan”). These are securities of the same class as the securities registered on Form S-8, Registration Statement No. 333-111793 for distribution pursuant to the Plan. Accordingly, the contents of Registration Statement No. 333-111793 are incorporated herein by reference. The Company’s report on Form 10-K for the year ended 30 September 2010 and the Form 10-Q for the period ended 31 December 2010 are also incorporated herein by reference.

EXHIBITS

 

23.

Consent of Independent Registered Public Accounting Firm

 

24.

Power of Attorney.

 

1

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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 17^th day of March 2011.

 

 

*

Mary T. Afflerbach, Corporate Secretary and Chief Governance Officer, 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

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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
		Director, Chairman of the Board, President and Chief Executive Officer
/s/ John E. McGlade				17 March 2011
John E. McGlade		(Principal Executive Officer)
/s/ Paul E. Huck		Senior Vice President and Chief Financial Officer		17 March 2011
Paul E. Huck		(Principal Financial Officer)
/s/ M. Scott Crocco		Vice President and Corporate Controller		17 March 2011
M. Scott Crocco		(Principal Accounting Officer)
*		Director		17 March 2011
Mario L. Baeza
*		Director		17 March 2011
William L. Davis, III
*		Director		17 March 2011
Chadwick C. Deaton
*		Director		17 March 2011
Michael J. Donahue
*		Director		17 March 2011
Ursula O. Fairbairn
*		Director		17 March 2011
W. Douglas Ford

 

3

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Signature		Title		Date
*		Director		17 March 2011
Edward E. Hagenlocker
*		Director		17 March 2011
Evert Henkes
*		Director		17 March 2011
Margaret G. McGlynn
*		Director		17 March 2011
Lawrence S. Smith

 

4

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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.

 

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 report dated 23 November 2010, with respect to the consolidated balance sheets of Air Products and Chemicals, Inc. and Subsidiaries as of 30 September 2010 and 2009, and the related consolidated income statements and consolidated statements of equity and cash flows for each of the years in the three-year period ended 30 September 2010, the related financial statement schedule, and the effectiveness of internal control over financial reporting as of 30 September 2010 which report appears in the 30 September 2010 Annual Report on Form 10-K of Air Products and Chemicals, Inc. and incorporated herein by reference.

/s/ KPMG LLP

Philadelphia, Pennsylvania

17 March 2011

 

6

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		18 November 2010
John E. McGlade		(Principal Executive Officer)
/s/ Mario L. Baeza		Director		18 November 2010
Mario L. Baeza
/s/ William L. Davis, III		Director		18 November 2010
William L. Davis, III

 

7

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Signature		Title		Date
/s/ Chadwick C. Deaton		Director		18 November 2010
Chadwick C. Deaton
/s/ Michael J. Donahue		Director		18 November 2010
Michael J. Donahue
/s/ Ursula O. Fairbairn		Director		18 November 2010
Ursula O. Fairbairn
/s/ W. Douglas Ford		Director		18 November 2010
W. Douglas Ford
/s/ Edward E. Hagenlocker		Director		18 November 2010
Edward E. Hagenlocker
/s/ Evert Henkes		Director		18 November 2010
Evert Henkes
/s/ Margaret G. McGlynn		Director		18 November 2010
Margaret G. McGlynn
/s/ Lawrence S. Smith		Director		18 November 2010
Lawrence S. Smith

 

8