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As filed with the Securities and Exchange Commission on March 3, 2000
Registration No.
----------------
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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.
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(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. Supplementary Savings Plan and
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(Full Title of the Plan)
Awards Deferred Under the Air Products and Chemicals, Inc. 1997 Annual Incentive
Plan
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W. Douglas Brown, 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)
610-481-4911
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(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title Of Proposed Maximum Proposed Maximum
Securities To Be Amount To Be Offering Price Aggregate Offering Amount Of
Registered Registered Per Share Price Registration Fee(1)
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<S> <C> <C> <C> <C>
Common Stock par value $1 758,294 Not Applicable Not Applicable $5,280.00
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</TABLE>
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(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 25
February 2000 (i.e., $26.375 per share).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION. (2)
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION. (2)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in clauses (a), (b) and (c) below are
incorporated herein by this reference thereto, and all documents subsequently
filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by this reference in this registration statement and to be a part
hereof from the date of filing of such documents.
(a) The registrant's Annual Report on Form 10-K for the year ended
September 30, 1999.
(b) All other reports filed by the registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the registrant document referred to in (a) above.
(c) The description of the Common Stock contained in the
registration statement filed by the registrant to register such securities under
Section 12 of the Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating such description.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained in this registration statement or in any other
contemporaneously or subsequently filed document which also is or is deemed to
be incorporated by reference in this registration statement modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
- -----------------------------------------
(2) The information called for by Part I of Form S-8 is currently included in
the registrant's Prospectus for its Supplementary Savings Plan and in the
registrant's Prospectus for the awards deferred under the registrant's 1997
Annual Incentive Plan to be delivered to eligible employees. Pursuant to the
Note to Part I of Form S-8, this information is not being filed with or
included in this Form S-8.
2
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware Corporation Law gives corporations
the power to indemnify officers and directors under certain circumstances.
Article Ninth of the registrant's Restated Certificate of
Incorporation, as amended, contains provisions which provide for indemnification
of certain persons (including officers and directors). The Restated Certificate
of Incorporation is filed as an exhibit to the registrant's Annual Report on
Form 10-K for the fiscal year ended September 30, 1987.
The registrant maintains insurance that generally insures the
officers and directors of the registrant and its subsidiaries (as defined in
said policy) against liabilities incurred in such capacities, and insures the
registrant with respect to amounts to which officers and directors become
entitled as indemnification payments from the registrant, subject to certain
specified exclusions and deductible and maximum amounts. The registrant also
maintains a policy of insurance that insures, among others, certain officers and
directors of the registrant and certain of its subsidiaries against liabilities
incurred for Breach of Fiduciary Duty (as defined in said policy) with respect
to their performance of their duties and responsibilities in connection with
certain pension and retirement plans of the registrant and certain of its
subsidiaries, subject to certain specified exclusions and deductible and maximum
amounts.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
An Exhibit Index, containing a list of all exhibits filed with
this registration statement, is included on page 8.
ITEM 9. UNDERTAKINGS.
(a) Rule 415 offering.
The undersigned registrant hereby undertakes:
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<PAGE> 4
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post- effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
Provided, however, that paragraphs (1)(i) and 1(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Filings incorporating subsequent Exchange Act Documents by
Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Filing of Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant
4
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pursuant to the provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liability (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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
3rd day of March 2000.
AIR PRODUCTS AND CHEMICALS, INC.
(Registrant)
By: /s/ W. Douglas Brown
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W. Douglas Brown*
Vice President, General Counsel
and Secretary
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* 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 6 and
7 hereof, pursuant to a power of attorney duly executed by such persons which
is filed with the Securities and Exchange Commission herewith.
5
<PAGE> 6
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>
/s/ Harold A. Wagner Director, Chairman of the Board
-------------------- and Chief Executive Officer
Harold A. Wagner (Principal Executive Officer) March 3, 2000
/s/ Leo J. Daley Vice President - Finance
-------------------- (Principal Financial Officer) March 3, 2000
Leo J. Daley
/s/ Paul E. Huck Vice President and
----------------------- Corporate Controller
Paul E. Huck (Principal Accounting Officer) March 3, 2000
* Director March 3, 2000
---------------------------
Mario L. Baeza
* Director March 3, 2000
---------------------------
Tom H. Barrett
* Director March 3, 2000
---------------------------
L. Paul Bremer III
* Director March 3, 2000
---------------------------
Robert Cizik
* Director March 3, 2000
---------------------------
Ursula F. Fairbairn
* Director March 3, 2000
---------------------------
Edward E. Hagenlocker
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- -----
<S> <C> <C>
*
---------------------------
James F. Hardymon Director March 3, 2000
*
---------------------------
John P. Jones III Director March 3, 2000
*
---------------------------
Joseph J. Kaminski Director March 3, 2000
*
---------------------------
Terry R. Lautenbach Director March 3, 2000
*
---------------------------
Ruud F. M. Lubbers Director March 3, 2000
*
---------------------------
Lawrason D. Thomas Director March 3, 2000
</TABLE>
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EXHIBIT INDEX
23. Consent of Arthur Andersen LLP
24. Power of Attorney
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 or under the
registrant's Flexible Employee Benefits Trust and will not constitute original
issuance shares; further, no opinion is being furnished with respect to ERISA
compliance because the Plan is not subject to the requirements of ERISA.
8
<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
2 March 2000
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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.
<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>
Director, Chairman of the Board,
/s/Harold A Wagner Chief Executive Officer and
- -------------------------------- Employee Benefit Plans
Harold A. Wagner Committee Member
(Principal Executive Officer) November 18, 1999
/s/Mario L. Baeza Director November 18, 1999
- --------------------------------
Mario L. Baeza
/s/Tom H. Barrett Director November 18, 1999
- --------------------------------
Tom H. Barrett
</TABLE>
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<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 , 1999
- --------------------------------
Takeo Shiina
/s/Lawrason D. Thomas Director November 18, 1999
- --------------------------------
Lawrason D. Thomas
</TABLE>
