<PAGE> 1
As filed with the Securities and Exchange Commission on December 22, 1994
Registration No.
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================================================================================
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
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(State or Other Jurisdiction of Incorporation or Organization)
23-1274455
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(I.R.S. Employer Identification No.)
7201 Hamilton Boulevard, Allentown, Pennsylvania 18195-1501
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(Address of Principal Executive Offices) (Zip Code)
Air Products and Chemicals, Inc. Retirement Savings and Stock Ownership Plan
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(Full Title of the Plan)
James H. Agger, Vice President, General Counsel and Secretary
Air Products and Chemicals, Inc., 7201 Hamilton Boulevard, Allentown, PA
18195-1501
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(Name and Address of Agent for Service)
215-481-4911
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(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
Proposed Proposed
Title of Securities Amount Maximum Maximum Amount of
to be Registered to be Offering Price Aggregate Registration
Registered Per Share Offering Price Fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1 2,000,000 Not Applicable $91,750,000 $31,637.93(1)
===================================================================================================================
</TABLE>
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) Determined pursuant to Rule 457(h) and (c) and based upon the average of
the high and low prices of a share of Common Stock (i.e., $45.875 per share)
as reported in the consolidated reporting system for December 16, 1994.
<PAGE> 2
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 on Form S-8, Registration Statement No. 33-49981, for
offer and sale pursuant to the Plan. Accordingly, the contents of Registration
Statement No. 33-49981 are incorporated herein by reference.
ITEM 8. EXHIBITS.
23. Consent of Arthur Andersen LLP
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 21st day of December, 1994.
AIR PRODUCTS AND CHEMICALS, INC.
(Registrant)
By: /s/ James H. Agger
-------------------------------
James H. Agger*
Vice President, General Counsel
and Secretary
- ------------------
* James H. Agger, 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
<PAGE> 3
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Director, Chairman of the Board,
/s/ Harold A. Wagner and Chief Executive Officer December 21, 1994
- ----------------------- (Principal Executive Officer)
Harold A. Wagner
/s/ Gerald A. White Senior Vice President - Finance
- ----------------------- (Principal Executive Officer) December 21, 1994
Gerald A. White
/s/ Paul E. Huck Corporate Controller December 21, 1994
- ----------------------- (Principal Accounting Officer)
Paul E. Huck
* Director December 21, 1994
- -----------------------
Dexter F. Baker
* Director December 21, 1994
- -----------------------
Tom. H. Barrett
* Director December 21, 1994
- -----------------------
L. Paul Bremer, III
* Director December 21, 1994
- -----------------------
Will C. Caldwell
* Director December 21, 1994
- -----------------------
Robert Cizik
* Director December 21, 1994
- -----------------------
Ruth M. Davis
* Director December 21, 1994
- -----------------------
Robert F. Dee
</TABLE>
3
<PAGE> 4
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director December 21, 1994
- -----------------------
Terry R. Lautenbach
* Director December 21, 1994
- -----------------------
Walter F. Raab
* Director December 21, 1994
- -----------------------
Judith Rodin
* Director December 21, 1994
- -----------------------
Takeo Shiina
* Director December 21, 1994
- -----------------------
Lawrason D. Thomas
</TABLE>
4
<PAGE> 5
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 December 21, 1994.
AIR PRODUCTS AND CHEMICALS, INC.
RETIREMENT SAVINGS AND STOCK
OWNERSHIP PLAN
(The Plan)
By /s/ James H. Agger
--------------------
James H. Agger
Employee Benefit Plans Committee Chairman
and Member
By /s/ Arnold H. Kaplan
--------------------
Arnold H. Kaplan
Employee Benefit Plans Committee Member
By /s/ J. P. McAndrew
--------------------
J. P. McAndrew
Employee Benefit Plans Committee Member
By /s/ Harold A. Wagner
--------------------
Harold A. Wagner
Employee Benefit Plans Committee Member
By /s/ Gerald A. White
--------------------
Gerald A. White
Employee Benefit Plans Committee Member
5
<PAGE> 6
INDEX TO EXHIBITS
23. Consent of Arthur Andersen LLP
24. Power of Attorney
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To: Air Products and Chemicals, Inc.:
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
21 January 1994 on the financial statements of the Air Products and Chemicals,
Inc. Retirement Savings and Stock Ownership Plan for the year ended
30 September 1993 and our reports dated 3 November 1994 included in or
incorporated by reference in the Annual Report of Air Products and Chemicals,
Inc., on Form 10-K for the year ended 30 September 1994.
Arthur Andersen LLP
Philadelphia, Pennsylvania
22 December 1994
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints HAROLD A. WAGNER or GERALD A. WHITE or
JAMES H. AGGER, 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-8
Registration Statements and amendments thereto pertaining to interests in
and/or Common Stock issued under the Air Products and Chemicals, Inc. Long-Term
Incentive Plan, Air Products and Chemicals, Inc. 1990 Long-Term Incentive Plan,
the Air Products and Chemicals, Inc. Retirement Savings and Stock Ownership
Plan, and the Air Products PLC (formerly Air Products Limited) UK Savings-
Related Share Option Scheme, which may be required in connection with (i) the
registration of interests in and/or Common Stock for issuance under 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 by the
Board or the Management Development and Compensation Committee of the Board or
by Air Products PLC 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 Act of 1933, this Power
of Attorney has been signed below by the following persons in the capacities
and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Harold A. Wagner Director, Chairman of the Board, November 17, 1994
- -------------------- Chief Executive Officer and
Harold A. Wagner Employee Benefit Plans Committee Member
(Principal Executive Officer)
/s/ Gerald A. White Senior Vice President-Finance and November 17, 1994
- -------------------- Employee Benefit Plans
Gerald A. White Committee Member
(Chief Financial Officer)
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Dexter F. Baker Director November 17, 1994
- -----------------------
Dexter F. Baker
/s/ Tom H. Barrett Director November 17, 1994
- -----------------------
Tom H. Barrett
/s/ L. Paul Bremer, III Director November 17, 1994
- -----------------------
L. Paul Bremer, III
/s/ Will M. Caldwell Director November 17, 1994
- -----------------------
Will C. Caldwell
/s/ Robert Cizik Director November 17, 1994
- -----------------------
Robert Cizik
/s/ Ruth M. Davis Director November 17, 1994
- -----------------------
Ruth M. Davis
/s/ Robert F. Dee Director November 17, 1994
- -----------------------
Robert F. Dee
/s/ Terry R. Lautenbach Director November 17, 1994
- -----------------------
Terry R. Lautenbach
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Walter F. Raab Director November 17, 1994
- ----------------------
Walter F. Raab
/s/ Judith Rodin Director November 17, 1994
- ----------------------
Judith Rodin
/s/ Takeo Shiina Director November 17, 1994
- ----------------------
Takeo Shiina
/s/ Lawrason D. Thomas Director November 17, 1994
- ----------------------
Lawrason D. Thomas
</TABLE>
