<PAGE> 1
As filed with the Securities and Exchange Commission on January 25, 2000
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. 1997 Long-Term Incentive 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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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
2000 Fair Market Value Options 1,854,267 $28.78 $53,365,804.26 $14,088.57
--------- ------ -------------- ----------
1,854,267 53,365,804.26 $14,088.57
========= ====== ============= ==========
</TABLE>
___________________________
(1) 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.
<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 distribution pursuant to the 1997 Long-Term Incentive Plan (the
"Plan"). These are securities of the same class as the securities registered on
Forms S-8, Registration Statement Nos. 33-57023, 33-65117, 333-21145, 333-45239
and 333-71405 for distribution pursuant to the Plan. Accordingly, the contents
of Registration Statement Nos. 33-57023, 33-65117, 333-21145, 333-45239 and
333-71405 are incorporated herein by reference.
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, State of Pennsylvania, on this 25th
day of January, 2000.
AIR PRODUCTS AND CHEMICALS, INC.
(Registrant)
By: /s/ W. Douglas Brown
---------------------------------------
W. Douglas Brown*
Senior 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 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
and Chief Executive Officer
* (Principal Executive Officer) January 25, 2000
- ------------------------
Harold A. Wagner
Vice President - Finance
/s/ Leo J. Daley (Principal Financial Officer) January 25, 2000
- ------------------------
Leo J. Daley
Vice President and
Corporate Controller
/s/ Paul E. Huck (Principal Accounting Officer) January 25, 2000
- ------------------------
Paul E. Huck
* Director January 25, 2000
- ------------------------
Mario L. Baeza
* Director January 25, 2000
- ------------------------
Tom H. Barrett
* Director January 25, 2000
- ------------------------
L. Paul Bremer III
* Director January 25, 2000
- ------------------------
Robert Cizik
* Director January 25, 2000
- ------------------------
Ursula F. Fairbairn
* Director January 25, 2000
- ------------------------
Edward E. Hagenlocker
* Director January 25, 2000
- ------------------------
James F. Hardymon
</TABLE>
3
<PAGE> 4
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director January 25, 2000
- ------------------------
John P. Jones III
* Director January 25, 2000
- ------------------------
Joseph J. Kaminski
* Director January 25, 2000
- ------------------------
Terry R. Lautenbach
* Director January 25, 2000
- ------------------------
Ruud F. M. Lubbers
* Director January 25, 2000
- ------------------------
Takeo Shiina
* Director January 25, 2000
- ------------------------
Lawrason D. Thomas
</TABLE>
4
<PAGE> 5
EXHIBIT INDEX
23. Consent of Arthur Andersen LLP
24. Power of Attorney
5
<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 reports dated
29 October 1999, included and incorporated by reference in Air Products and
Chemicals, Inc.'s, Form 10-K for the year ended 30 September 1999 and to all
references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
24 January 2000
6
<PAGE> 1
Exhibit 24
Stock Plans
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 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. 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, the
Air Products Employee Stock Option Award granted 1 October 1997 and/or the
Air Products Employee Stock Option Award granted 1 October 1999.
- 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
- the Air Products and Chemicals, Inc. Flexible Employee Benefits Trust
Agreement, dated December 29, 1993 as it may be amended from time to time.
- the Amended and Restated Trust Agreement for the Air Products and
Chemicals, Inc. Supplementary Pension Plan and certain other defined
benefit pension agreements, dated August 1, 1999, as it may be as amended
from time to time.
- the Amended and Restated Trust Agreement for the Air Products and
Chemicals, Inc. Supplementary Savings Plan, dated August 1, 1999, as it may
be amended from time to time.
- the Amended and Restated Trust Agreement for the Stearns Catalytic World
Corporation Supplementary Retirement Plan, dated August 1, 1999, as it may
be amended from time to time.
7
<PAGE> 2
- 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 for (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, (iii) the sale or transfer
from time to time by the Trustee or Trustees and/or the Company to the public
and/or to Plan Participants, and/or to pay Plan obligations (as such terms are
defined in the relevant Trust Agreement) payable in cash or Common Stock and/or
to fund the Trust with cash as required by the Trust Agreements, or (iv) 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 18, 1999
- -------------------------- Chief Executive Officer and
Harold A. Wagner Employee Benefit Plans
Committee Member
(Principal Executive Officer)
/s/Mario L. Baeza Director November 18, 1999
- --------------------------
Mario L. Baeza
/s/Tom H. Barrett Director November 18, 1999
- --------------------------
Tom H. Barrett
</TABLE>
8
<PAGE> 3
<TABLE>
<S> <C> <C>
/s/L. Paul Bremer III Director November 18, 1999
- --------------------------
L. Paul Bremer III
/s/Robert Cizik Director November 18, 1999
- --------------------------
Robert Cizik
/s/Ursula F. Fairbairn Director November 18, 1999
- --------------------------
Ursula F. Fairbairn
/s/Edward E. Hagenlocker Director November 18, 1999
- --------------------------
Edward E. Hagenlocker
/s/James F. Hardymon Director November 18, 1999
- --------------------------
James F. Hardymon
/s/John P. Jones III Director November 18, 1999
- --------------------------
John P. Jones III
/s/Joseph J. Kaminski Director November 18, 1999
- --------------------------
Joseph J. Kaminski
/s/Terry R. Lautenbach Director November 18, 1999
- --------------------------
Terry R. Lautenbach
/s/Ruud F. M. Lubbers Director November 18, 1999
- --------------------------
Ruud F. M. Lubbers
Director November 18, 1999
- --------------------------
Takeo Shiina
/s/Lawrason D. Thomas Director November 18, 1999
- --------------------------
Lawrason D. Thomas
</TABLE>
9
