<PAGE> 1
As filed with the Securities and Exchange Commission on 12 November 1999
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. Retirement Savings and Stock Ownership Plan
- --------------------------------------------------------------------------------
(Full Title of the Plan)
W. Douglas Brown, 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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================================
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share price registration fee(1)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $1 7,200,000 $26.3125 $189,450,000 $52,667.10
=================================================================================================================
</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) 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 sale prices of shares of Common Stock on 8 November
1999 (i.e., $26.3125 per share).
<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 Nos. 33-57017 and
333-36231, for offer and sale pursuant to the Plan. Accordingly, the contents
of Registration Statement Nos. 33-57017 and 333-36231 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 12th day of November 1999.
AIR PRODUCTS AND CHEMICALS, INC.
(Registrant)
By: /s/ W. Douglas Brown
---------------------------------------
W. Douglas Brown*
Vice President, General Counsel
and Secretary
- -----------------
* W. Douglas Brown, 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, 4,
and 5 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 and
Chief Executive Officer (Principal
* Executive Officer) 12 November 1999
----------------------------------
Harold A. Wagner
Vice President - Finance
/s/ Leo J. Daley (Principal Financial Officer) 12 November 1999
----------------------------------
Leo J. Daley
Vice President and
/s/ Paul E. Huck Corporate Controller 12 November 1999
---------------------------------- (Principal Accounting Officer)
Paul E. Huck
Director 12 November 1999
----------------------------------
Mario L. Baeza
* Director 12 November 1999
----------------------------------
Tom H. Barrett
* Director 12 November 1999
----------------------------------
L. Paul Bremer III
* Director 12 November 1999
----------------------------------
Robert Cizik
* Director 12 November 1999
----------------------------------
Ursula F. Fairbairn
* Director 12 November 1999
----------------------------------
Edward E. Hagenlocker
* Director 12 November 1999
----------------------------------
James F. Hardymon
</TABLE>
3
<PAGE> 4
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director 12 November 1999
----------------------------------
John P. Jones III
* Director 12 November 1999
----------------------------------
Joseph J. Kaminski
* Director 12 November 1999
----------------------------------
Terry R. Lautenbach
* Director 12 November 1999
----------------------------------
Ruud F. M. Lubbers
* Director 12 November 1999
----------------------------------
Takeo Shiina
* Director 12 November 1999
----------------------------------
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 12 November 1999.
AIR PRODUCTS AND CHEMICALS, INC.
RETIREMENT SAVINGS AND STOCK
OWNERSHIP PLAN
(The Plan)
By /s/ W. D. Brown
---------------------------------------
W. D. Brown
Employee Benefit Plans Committee Chairman
and Member
By /s/ Leo J. Daley
---------------------------------------
Leo J. Daley
Employee Benefit Plans Committee Member
By /s/ Joseph J. Kaminski
---------------------------------------
Joseph J. Kaminski
Employee Benefit Plans Committee Member
By /s/ J. P. McAndrew
---------------------------------------
J. P. McAndrew
Employee Benefit Plans Committee Member
By *
---------------------------------------
Harold A. Wagner
Employee Benefit Plans Committee Member
5
<PAGE> 6
As filed with the Securities and Exchange Commission on 12 November 1999
Registration No.
------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------
AIR PRODUCTS AND CHEMICALS, INC.
RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN
================================================================================
6
<PAGE> 7
EXHIBIT INDEX
23. Consent of Arthur Andersen LLP
24. Power of Attorney
No opinion of counsel is being filed because the Common Stock, if any, to be
distributed in connection with the Plan will consist exclusively of previously
issued shares that are presently held by the Company in treasury or under the
Air Products and Chemicals, Inc. Flexible Employee Benefits Trust (which was
created to provide for the satisfaction of certain obligations of the Company
and its affiliates under various employee plans, including the Plan) and will
not constitute original issuance shares; further, no opinion is being furnished
with respect to ERISA compliance because the Company has undertaken in
Registration Statement No. 33-49981, filed with the Securities and Exchange
Commission on Form S-8 on August 13, 1993, that it has submitted and will
submit the Plan and any amendment thereto to the Internal Revenue Service (the
"IRS") in a timely manner and has made and will make all changes required by
the IRS in order to qualify the Plan, said Registration Statement No. 33-49981
having been incorporated by reference into Registration Statement No. 33-57017,
which is incorporated by reference herein.
7
<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
19 March 1999 on the financial statements of the Air Products and Chemicals,
Inc. Retirement Savings and Stock Ownership Plan for the year ended 30
September 1998 and our reports dated 30 October 1998, included or incorporated
by reference in Air Products and Chemicals, Inc.'s Form 10-K for the year ended
30 September 1998 and all references to our Firm included in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
9 November 1999
8
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints HAROLD A. WAGNER or LEO J. DALEY or JAMES
H. AGGER or W. DOUG BROWN, 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-3 and S-8 Registration Statements and amendments thereto pertaining
to interests in and/or Common Stock offered, issued, sold, or resold under
- the Air Products and Chemicals, Inc. Long-Term Incentive Plan and/or
the Air Products and Chemicals, Inc. 1997 Long-Term Incentive Plan
(formerly the 1990 Long-Term Incentive Plan);
- the Air Products and Chemicals, Inc. Retirement Savings and Stock
Ownership Plan and/or the Air Products and
Chemicals, Inc. Supplementary Savings Plan;
- the Air Products and Chemicals, Inc. Stock Incentive Program;
- the Air Products Employee Stock Option Award granted 2 October 1995
and/or the Air Products Employee Stock Option Award granted 1
October 1997;
- the Air Products and Chemicals, Inc. Deferred Compensation Plan for
Directors and/or the Air Products and Chemicals, Inc. Stock
Option Plan for Directors;
- the Air Products PLC U.K. Savings-Related Share Option Scheme and/or
the Air Products Group Limited U.K. Savings-Related Share Option
Scheme;
- the Direct Investment Program for Shareholders of Air Products and
Chemicals, Inc.; and/or
- any other plan, program, or award (together with all of the
foregoing, the "Plans") of Air Products and Chemicals, Inc. or
its subsidiaries existing from time to time which involves Common
Stock,
which Registration Statements may be required in connection with (i) the
registration of interests in and/or Common Stock for issuance under any of 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 or
established by the Board or the appropriate committee of the Board, by Air
Products PLC, by Air Products Group Limited, or by the Plan Administrator, 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
9
<PAGE> 2
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, Chief November 19, 1998
- ------------------------------ Harold A. Wagner Executive Officer and
Employee Benefit Plans
Harold A. Wagner Committee Member
(Principal Executive Officer)
/s/Tom H. Barrett Director November 19, 1998
- ------------------------------
Tom H. Barrett
/s/ L. Paul Bremer III Director November 19, 1998
- ------------------------------
L. Paul Bremer III
/s/ Robert Cizik Director November 19, 1998
- -------------------------------
Robert Cizik
/s/ Ruth M. Davis Director November 19, 1998
- ------------------------------
Ruth M. Davis
/s/Ursula F. Fairbairn Director November 19, 1998
- ------------------------------
Ursula F. Fairbairn
/s/Edward E. Hagenlocker Director November 19, 1998
- ------------------------------
Edward E. Hagenlocker
/s/James F. Hardymon Director November 19, 1998
- ------------------------------
James F. Hardymon
</TABLE>
10
<PAGE> 3
<TABLE>
<S> <C> <C>
/s/John P. Jones III Director November 19, 1998
- ------------------------------
John P. Jones III
/s/Joseph J. Kaminski Director November 19, 1998
- -------------------------------
Joseph J. Kaminski
/s/Terry R. Lautenbach Director November 19, 1998
- -------------------------------
Terry R. Lautenbach
/s/Ruud F. M. Lubbers Director November 19, 1998
- ------------------------------
Ruud F. M. Lubbers
/s/Takeo Shinna Director November 19, 1998
- ------------------------------
Takeo Shiina
/s/Lawrason D. Thomas Director November 19, 1998
- -------------------------------
Lawrason D. Thomas
</TABLE>
11
