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As filed with the Securities and Exchange Commission on December 11, 1997
Registration No. 333-_______
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
AIRGAS, INC.
(Exact name of registrant as specified in its charter)
Delaware 56-0732648
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
259 Radnor-Chester Road, Suite 100 Radnor Pennsylvania 19087-5240
(Address of Principal Executive Offices)
1997 STOCK OPTION PLAN
1997 DIRECTORS' STOCK OPTION PLAN
(Full Title of the Plans)
TODD R. CRAUN, ESQUIRE
AIRGAS, INC.
Radnor Court
259 Radnor-Chester Road, Suite 100
Radnor, Pennsylvania 19087-5240
(Name and address of agent for service)
(610) 687-5253
(Telephone number, including area code, of agent for service)
__________________
Copies to:
NANCY D. WEISBERG, ESQUIRE
McCAUSLAND, KEEN & BUCKMAN
Radnor Court
259 Radnor-Chester Road, Suite 160
Radnor, Pennsylvania 19087-5240
(610) 341-1000
CALCULATION OF REGISTRATION FEE
Amount Proposed Amount of
Title of Securities To be Maximum Aggregate Registration
To be Registered Registered Offering Price (1) Fee
__________________ ___________ __________________ ____________
Common Stock, par
value $.01 per share 8,500,000(2) $117,937,500 $34,792
___________________
(1) Estimated solely for the purpose of calculating the registration fee
under Section 457(h) based upon the average of the low and high
prices of Registrant's Common Stock on December 9, 1997 on the New
York Stock Exchange.
(2) Represents 8,000,000 shares reserved for issuance under the 1997
Stock Option Plan and 500,000 shares reserved for issuance under the
1997 Directors' Stock Option Plan. This Registration Statement
shall also cover any additional shares of Common Stock which become
issuable under the 1997 Stock Option Plan and 1997 Directors' Stock
Option Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number
of the Company's outstanding shares of Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
registration statement:
(a) The Company's annual report on Form 10-K for the year ended
March 31, 1997, filed pursuant to Section 13(a) of the Securities Exchange Act
of 1934 (the "1934 Act");
(b) The Company's quarterly reports on Form 10-Q for the quarters
ended June 30, 1997 and September 30, 1997.
(c) The Company's current reports on Form 8-K dated April 17, 1997,
April 23, 1997, April 30, 1997, July 28, 1997, August 11, 1997, October 9,
1997, and October 24, 1997.
(d) All other reports filed pursuant to Section 13(a) or 15(d) of
the 1934 Act since the end of the Company's fiscal year ended March 31, 1997;
and
(e) The description of the Company's Common Stock contained in Item
1 of the Company's registration statement on Form 8-A filed under the 1934 Act
on December 19, 1986.
In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, after the
date hereof, prior to the filing of a post-effective amendment which indicates
that all securities offered herein have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date
of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
As of November 25, 1997, certain attorneys with McCausland, Keen &
Buckman, counsel for the Registrant, beneficially owned 49,143 shares of the
Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
The Registrant's Amended and Restated Certificate of Incorporation
includes a provision limiting the liability of its directors and officers and
its stockholders, to the maximum extent permitted by law, for money damages
except for liability (i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the GCL, or (iv) for any transaction from which the
director derived an improper personal benefit.
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Section 145 of the General Corporation Law of the State of Delaware,
as amended (the "GCL"), provides that under certain circumstances a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation or is or was serving at its request in such capacity
in another corporation or business association, against expenses (including
attorneys' fees), judgements, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful.
The directors and officers of the Registrant are insured under
policies of insurance maintained by the Registrant, subject to the limits of
the policies, against certain losses arising from any claim made against them
by reason of being or having been such directors or officers. In addition,
the Registrant has entered into contracts with all of its directors providing
for indemnification of such persons by the Registrant to the full extent
authorized or permitted by law, subject to certain limited exceptions.
Item 7. Exemption From Registration Claimed.
None.
Item 8. Exhibits.
* 4.1 1997 Stock Option Plan(Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for quarter ended September
30, 1997).
* 4.2 1997 Directors' Stock Option Plan (Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997).
** 5 Opinion of McCausland, Keen & Buckman.
** 23.1 Consent of KPMG Peat Marwick LLP (included in Part II of
the Registration Statement).
** 23.2 Consent of Arthur Andersen LLP (included in Part II of the
Registration Statement)
** 24.1 Consent of McCausland, Keen & Buckman (included in Exhibit
5).
**25 Power of Attorney (see signature page in Part II of the
Registration Statement).
* Incorporated by reference.
** Filed herewith.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
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(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective 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 registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission
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 herein, 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.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of Regulation S-X at the start
of any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of the Act
need not be furnished, provided that the registrant includes in the
prospectus, by means of a post-effective amendment, financial statements
required pursuant to this paragraph (a)(4) and other information necessary to
ensure that all other information in the prospectus is at least as current as
the date of those financial statements. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-effective amendment
need not be filed to include financial statements and information required by
Section 10(a)(3) of the Act or Rule 3-19 of Regulation S-X if such financial
statements and information are contained in periodic reports filed with or
furnished to the Commission 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 Form F-3.
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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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, 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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (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 Act and will be governed by the final adjudication of such issue.<PAGE>
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SIGNATURES
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 Delaware County, Pennsylvania, on the 11th day
of December, 1997.
AIRGAS, INC.
By: /S/ PETER McCAUSLAND
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Peter McCausland
Director, Chairman of the Board,
President and Chief Executive Officer
By: /S/THOMAS C. DEAS, JR.
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Thomas C. Deas, Jr.
Vice President & Chief Financial Officer
(Principal Financial Officer)
By: /S/JEFFREY P. CORNWELL
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Jeffrey P. Cornwell
Assistant Vice President and Corporate Controller
(Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Peter McCausland and Todd R. Craun, and
each or any of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, 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 might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their, his or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.<PAGE>
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:
Signature Title Date
_________ _____ _____
/S/W. THACHER BROWN
_______________________
W. Thacher Brown Director December 11, 1997
/S/FRANK B. FOSTER, III
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Frank B. Foster, III Director December 11, 1997
/S/ROBERT E. NAYLOR
_______________________
Robert E. Naylor Director December 11, 1997
/S/ROBERT L. YOHE
_______________________
Robert L. Yohe Director December 11, 1997
/S/JOHN A. H. SHOBER
_______________________
John A. H. Shober Director December 11, 1997
/S/MERRIL L. STOTT
_______________________
Merril L. Stott Director December 11, 1997
/S/ARGERIS N. KARABELAS
_______________________
Argeris N. Karabelas Director December 11, 1997
/S/RAJIV L. GUPTA
_______________________
Rajiv L. Gupta Director December 11, 1997
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<PAGE> 8 EXHIBIT 23.1
Consent of Independent Auditors'
The Board of Directors
Airgas, Inc.:
We consent to the use of our report included in the Company's annual report on
Form 10-K for the year ended March 31, 1997 which has been incorporated herein
by reference.
Philadelphia, PA
December 10, 1997
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Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of Airgas, Inc. of our
report dated April 30, 1997, with respect to the financial statements of
National Welders Supply Company, Inc. for the nine months ended March 29, 1997
(not separately presented), included in the March 31, 1997, Annual Report on
Form 10-K of Airgas, Inc. and to all references to our firm included in this
registration statement.
Charlotte, North Carolina,
December 10, 1997
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EXHIBIT 5
December 11, 1997
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Airgas, Inc.
Registration Statement on Form S-8
Dear Sir or Madam:
We have acted as counsel to Airgas Inc. (the "Company"), a Delaware
corporation, in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement"). Capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Registration Statement.
The Registration Statement covers 8,500,000 shares (the "Shares") of the
Company's Common Stock which may be issued by the Company upon exercise of
options available for grant under the Company's 1997 Stock Option Plan and the
1997 Directors' Stock Option Plan (the "Plans"). We have examined the
Registration Statement, including the exhibits thereto, the Company's
Certificate of Incorporation, as amended, the Company's Bylaws and the Plans.
In the foregoing examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the authenticity of all documents submitted to us as copies of originals.
Based upon the foregoing, we are of the opinion that the Shares, when
issued and paid for in accordance with the terms of, and upon exercise of, the
options to be granted under the Plans will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Sincerely,
McCAUSLAND, KEEN & BUCKMAN
By: /S/Nancy D. Weisberg
_________________________________
Nancy D. Weisberg, Vice President
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