<PAGE> 1
As filed with the Securities and Exchange Commission on August 7, 1998
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 North Radnor-Chester Road, Suite 100 Radnor Pennsylvania 19087-5240
(Address of Principal Executive Offices)
1998 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
TODD R. CRAUN, ESQUIRE
AIRGAS, INC.
Radnor Court
259 North 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 North 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 3,000,000(2) $38,625,000 $11,395
___________________
(1) 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.
(2) 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 August 6, 1998 on the New York Stock Exchange.
<PAGE> 2
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 fiscal year
ended March 31, 1998, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (the "1934 Act");
(b) The Company's current report on Form 8-K dated July 31, 1998;
(c) 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, 1998;
and
(d) 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.
Certain attorneys of McCausland, Keen & Buckman, counsel for the
Registrant, beneficially own, in the aggregate, 25,828 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.
<PAGE> 3
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), judgments, 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 1998 Employee Stock Purchase Plan.
* 5 Opinion of McCausland, Keen & Buckman.
* 23.1 Consent of KPMG Peat Marwick 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).
* 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:
(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
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(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.
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.
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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 7th day
of August, 1998
AIRGAS, INC.
By: /S/ PETER McCAUSLAND
_____________________________
Peter McCausland
Director, Chairman of the Board,
President and Chief Executive Officer
By: /S/ SCOTT M. MELMAN
_______________________________
SCOTT M. MELMAN
Vice President & Chief Financial Officer
(Principal Financial Officer)
By: /S/JEFFREY P. CORNWELL
_________________________________
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, Todd R. Craun and
Scott M. Melman, 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.
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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 August 7, 1998
/S/FRANK B. FOSTER, III
_______________________
Frank B. Foster, III Director August 7, 1998
/S/ROBERT E. NAYLOR
_______________________
Robert E. Naylor Director August 7, 1998
/S/ROBERT L. YOHE
_______________________
Robert L. Yohe Director August 7, 1998
/S/JOHN A. H. SHOBER
_______________________
John A. H. Shober Director August 7, 1998
/S/MERRIL L. STOTT
_______________________
Merril L. Stott Director August 7, 1998
/S/ARGERIS N. KARABELAS
_______________________
Argeris N. Karabelas Director August 7, 1998
/S/RAJIV L. GUPTA
_______________________
Rajiv L. Gupta Director August 7, 1998
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AIRGAS, INC.
1998 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose and Effective Date
The Airgas, Inc. 1998 Employee Stock Purchase Plan (the "Plan") is
designed to encourage and assist employees of Airgas, Inc. ("Airgas") and
its subsidiaries (together, the "Company") to acquire an equity interest in
the Company through the purchase of shares of Airgas common stock (the
"Common Stock"). It is the intention of Airgas to have the Plan qualify as
an "employee stock purchase plan" under section 423 of the Internal Revenue
Code of 1986, as amended (the "Code"), and the provisions of the Plan shall
be construed so as to comply with the requirements of section 423. This
Plan is first effective August 5, 1998.
2. Administration
(a) The Plan shall be administered by the Nominating and
Compensation Committee designated by the Airgas Board of Directors (the
"Committee") which shall consist of at least two persons, each of whom is a
"non-employee director" as defined under Rule 16b-3 under the Securities
Exchange Act of 1934 (the "Exchange Act"), and an "outside director" as
defined under section 162(m) of the Code (the "Non-Employee Director"). If
any Committee member does not qualify as a Non-Employee Director, then such
member shall not participate in any way with respect to Committee action
under the Plan and shall not be treated as a member of the Committee for
purposes of the Plan. The Committee may appoint a secretary and shall make
such rules and regulations for the conduct of its business as it shall deem
advisable.
(b) The Committee shall hold meetings at such times and places
as it may determine. Acts approved at a meeting by a majority of the
directors who are members of the Committee or acts approved in writing by
the unanimous consent of the directors who are members of the Committee
(not counting any director who is an employee for either purpose) shall be
the valid acts of the Committee.
(c) Subject to the express provisions of the Plan, the Committee
shall have plenary authority in its discretion to interpret and construe
any and all provisions of the Plan, to adopt rules and regulations for
administering the Plan, and to make all other determinations deemed
necessary or advisable for administering the Plan. The Committee may
correct any defect or omission or reconcile any inconsistency in the Plan,
in the manner and to the extent it shall deem desirable. The Committee's
determination on the foregoing matters shall be final, binding and
conclusive.
<PAGE> EX-2
(d) Subject to the limitations of Section 18, the Committee
shall have the power to amend the Plan from time to time. In particular,
the Committee may increase the option price and/or decrease the option term
or make any other changes which the Committee, in its sole discretion,
determines are necessary or desirable to preclude the establishment of this
Plan or the grant or exercise of any option under it from resulting in a
charge to earnings under applicable rules of the Financial Accounting
Standards Board.
(e) The Committee shall have the authority to delegate the
regular operation and administration of the Plan to the appropriate
officers and employees of the Company.
(f) Each Committee member shall be acting in the capacity of a
director of the Company for the purpose of Article VI of the Company's
Certificate of Incorporation in connection with the administration of the
Plan or the granting of options under the Plan.
(g) Each Committee member shall be entitled to indemnification
by the Company in accordance with the provisions and limitations of Article
VII of the Company's By-Laws, as the same may be amended from time to time,
in connection with or arising out of any action, suit or proceeding with
respect to the administration of the Plan or the granting of options under
the Plan in which he may be involved by reason of his being or having been
a Committee member, whether or not he continues to be a Committee member at
the time of the action, suit or proceeding.
3. Number of Shares
(a) A maximum of 3,000,000 shares of Common Stock, subject to
adjustment upon changes in capitalization of the Company as provided in
Subsection (b), may be purchased under the Plan. Shares sold under the
Plan may be newly issued shares or shares held in or hereafter acquired for
the Company's treasury, but all shares sold under the Plan, regardless of
source, shall be counted against the 3,000,000 share limitation.
(b) The aggregate number of shares and class of shares as to which
options may be granted hereunder, the number of shares covered by each
outstanding option and the option exercise price thereof shall be
appropriately adjusted in the event of a stock dividend, stock split,
recapitalization or other change in the number or class of issued and
outstanding equity securities of the Company resulting from a subdivision
or consolidation of the Common Stock and/or other outstanding equity
security or a recapitalization or other capital adjustment (not including
the issuance of Common Stock upon the conversion of other securities of the
Company which are convertible into Common Stock) affecting the Common Stock
which is effected without receipt of consideration by the Company. The
Committee shall have authority to determine the adjustments to be made
under this Subsection and any such determination by the Committee shall be
final, binding and conclusive.
4. Eligibility Requirements
(a) Each Covered Employee, as defined in Subsection (b), shall become
eligible to participate in the Plan on the first day of the calendar
quarter (January 1, April 1, July 1, October 1) following his commencement
of employment with Airgas or any Participating Subsidiary.
(b) "Covered Employee" means each Employee, as defined in Subsection
(c), other than:
(i) An employee who, immediately upon enrollment in the Plan,
would own stock directly or indirectly, or hold options, warrants or rights
to acquire stock, which in the aggregate represents five percent or more of
the total combined voting power or value of all classes of stock of the
Company;
<PAGE> EX-3
(ii) An employee who is customarily employed by the Company less
than 20 hours per week or less than five months in any calendar year; and
(iii) An employee who is prohibited by the laws of the nation
of his residence or employment from participating in the Plan.
(c) "Employee" shall mean any individual who is an employee within
the meaning of section 3401(c) of the Code and the Treasury Regulations
thereunder of Airgas or a Participating Subsidiary. Unless otherwise
designated by the Board of Directors, each corporation described in section
424(e) or (f) of the Code shall be a "Participating Subsidiary".
5. Enrollment and Reenrollment
Each Eligible Employee may become a Participant as of the first
Trading Day that occurs in January, April, July, or October of each year,
or such other days as may be established by the Committee from time to time
(the "Enrollment Dates"), by completing and executing an enrollment form
and submitting such form to the Company. Any enrollment form received by
the Company on or before the 15th day of the month immediately preceding
the month which contains an Enrollment Date (or received on or before the
Enrollment Date in the case of an Employee who becomes an Eligible Employee
after such 15th day), or such other date established by the Committee from
time to time, will be effective on that Enrollment Date. A "Trading Day"
is any day on which regular trading occurs on any established stock
exchange or market system on which the Common Stock is traded.
6. Grant of Option on Enrollment or Reenrollment
(a) Each Covered Employee who enrolls or re-enrolls in the Plan is
granted, as of his Enrollment Date, an option to purchase shares of Common
Stock from Airgas under the Plan. Any Participant whose option expires and
who has not withdrawn from the Plan will be automatically re-enrolled in
the Plan and granted a new option on the Enrollment Date immediately
following the date on which the option expires.
(b) In addition, if the "fair market value" (as defined in Subsection
8(e)) of the Common Stock on any later Enrollment Date is equal to or less
than the fair market value on the Enrollment Date as of which any
outstanding option was granted, then (A) the earlier outstanding option
shall expire automatically (as provided under Subsection 6(c)) and (B) a
new option shall be granted automatically on the later Enrollment Date,
which date shall be referred to as an "Automatic Enrollment Date". An
Automatic Enrollment Date shall be treated as an Enrollment Date for
purposes of establishing the number of shares available for purchase, the
term and any other operative provision of an option granted on an Automatic
Enrollment Date.
(c) Each option granted under the Plan shall have the following
terms.
(i) The option shall expire 27 months after the Enrollment Date,
or after such shorter option period as may be established by the Committee
from time to time; notwithstanding the foregoing, however, whether or not
the option has been fully exercised, the option shall expire on the
earliest to occur of (A) the completion of the purchase of shares on the
last Purchase Date occurring within 27 months after the Enrollment Date, or
such shorter option period as may be established by the Committee before an
Enrollment Date for all options to be granted on such date, or (B) the
occurrence of an Automatic Enrollment Date after the date on which an
option is granted under Subsection 6(a), or (C) the date on which the
Employee's participation in the Plan terminates for any reason.
<PAGE> EX-4
(ii) Payment for shares under the option shall be made only
through payroll withholding in accordance with Section 7.
(iii) Purchase of shares upon exercise of the option will be
effected only on the Purchase Dates established in accordance with Section
8.
(iv) The price per share under the option will be determined as
provided in Section 8.
(v) Unless otherwise established by the Committee before an
Enrollment Date for all options to be granted on such Enrollment Date, the
number of shares available for purchase under an option granted to a
Participant will be determined by dividing $25,000 by the "fair market
value" (as defined in Subsection 8(e)) of a share of Common Stock on the
Enrollment Date and by multiplying the result by the number of calendar
years included in whole or in part in the period from the Enrollment Date
to the expiration of the options.
(vi) The option (together with all other options then outstanding
under this and all other similar stock purchase plans of Airgas and any
subsidiary of Airgas) will in no event give the Participant the right to
purchase shares in a calendar year which have a fair market value in excess
of $25,000, determined at the applicable Enrollment Dates.
(vii) The option will in all respects be subject to the terms and
conditions of the Plan, as interpreted by the Committee from time to time.
7. Payroll Withholding and Tax Withholding
(a) Each Participant shall elect, before the Enrollment Date as of
which his participation is effective, to have amounts withheld from his
compensation paid by the Company during the option period, at a rate equal
to any whole percentage up to a maximum of fifteen percent (15%), or such
lesser percentage as the Committee may establish from time to time. For
this purpose, compensation includes regular salary payments, overtime pay,
and Participant elective contributions to the Company's benefit plans which
are excluded from taxation under section 402 or 125 of the Code, but
excludes all other payment including, without limitation, payment of
deferred compensation, Company profit sharing and matching contributions to
the Airgas, Inc. 401(k) Plan, long-term disability, workers' compensation
payments, relocation payments, performance bonuses and expense
reimbursements (including but not limited to travel, entertainment, and
moving expenses). Each Participant shall designate a rate of withholding
in his enrollment form and may elect to increase or decrease the rate of
withholding effective as of any subsequent Enrollment Date, by delivery to
the Company not later than 15 days before such Enrollment Date, of written
notice setting forth the withholding rate.
(b) Payroll withholdings shall be credited to an account maintained
by the Company on behalf of each Participant, as soon as practicable after
the withholding occurs. The amounts so withheld shall remain general
assets of the Company until applied to the purchase of shares of Common
Stock under the Plan. The Company shall have no obligation to pay interest
on withholdings
to any Participant and shall not be obligated to segregate withholdings.
(c) Upon disposition (within in the meaning of section 424(c) of the
Code) of shares acquired by exercise of an option, each Participant shall
pay, or make provision adequate to the Company for payment of, all federal,
state, and other taxes and any other amount that the Company determines, in
its discretion, are then required (whether or not by tax withholding),
including any such payment or withholding that the Company determines in
its discretion is necessary to allow the Company to claim tax deductions or
other benefits in
<PAGE> EX-5
connection with the disposition. A Participant shall make such similar
provisions for any other payment that the Company determines, in its
discretion, are required due to the exercise of an option, including such
provisions as are necessary to allow the Company to claim tax deductions or
other benefits in connection with the exercise of the option.
8. Purchase of Shares
(a) On each "Purchase Date" within the option period, the
Company shall apply the funds then credited to each Participant's payroll
withholdings account to the purchase of whole shares of Common Stock. A
"Purchase Date" shall be the last Trading Day of each month immediately
preceding a month containing an Enrollment Date, or on such other day as
may be established by the Committee from time to time.
(b) The cost to the Participant of shares purchased under any
option shall be not less than 85%, or such greater percentage as the
Committee shall determine, of the lower of:
(i) the fair market value of the Common Stock on the
Enrollment Date as of which such option was granted; or
(ii) the fair market value of the Common Stock on the
Purchase Date of such shares.
(c) Any funds in an amount less than the cost of one share of
Common Stock remaining in a Participant's payroll withholdings account on a
Purchase Date after any purchase made pursuant to Subsection (a) shall be
carried forward in such account for application on the next Purchase Date.
(d) If on any Purchase Date, the number of shares available
under the Plan are less than the number all Participants would otherwise be
entitled to purchase on such date, purchases shall be reduced
proportionately to eliminate the difference. Any funds that cannot be
applied to the purchase of shares due to such a reduction shall be refunded
to Participants as soon as administratively feasible or credited to another
purchase plan.
(e) For purposes of the Plan, the fair market value of the
Common Stock as of any date shall be the closing price of the Common Stock
on such date on the New York Stock Exchange (or such other exchange as the
Committee selects).
9. Withdrawal from the Plan
A Participant may withdraw from the Plan in full (but not in part) at
any time, effective after written notice thereof is received by the
Company. All funds credited to a Participant's payroll withholdings
account shall be distributed to him without interest within 60 days after
notice of withdrawal is received by the Company. Any Eligible Employee who
has withdrawn from the Plan may enroll in the Plan again on any subsequent
Enrollment Date in accordance with the provisions of Section 5.
10. Termination of Employment
Participation in the Plan terminates immediately when a Participant
ceases to be a Covered Employee for any reason whatsoever (including death,
disability or transfer to a subsidiary of the Company that is not a
Participating Subsidiary). As soon as administratively feasible after
termination, the Company shall pay to the Participant or his beneficiary or
legal representative, all amounts credited to the Participant's payroll
withholdings account; provided, however, that if a Participant ceases to be
a Covered Employee because of the
<PAGE> EX-6
commencement of employment with a subsidiary of the Company that is not a
Participating Subsidiary, funds then credited to such Participant's payroll
withholdings account shall be applied to the purchase of whole shares of
Common Stock at the next Purchase Date and any funds remaining after such
purchase shall be paid to the Participant.
11. Distribution upon Death
As soon as administratively feasible after the death of a Participant,
amounts credited to his account shall be paid in cash to the executor,
administrator, or other legal representative of the Participant's estate.
Such payment shall relieve the Company of further liability with respect to
the Plan on account of the deceased Participant.
12. Assignment
(a) The rights of a Participant under the Plan shall not be
assignable by such Participant, by operation of law or otherwise, except to
the extent permitted by Section 11. No Participant may create a lien on
any funds, securities, rights, or other property held by the Company for
the account of the Participant under the Plan.
(b) A Participant's right to purchase shares under the Plan shall be
exercisable only during the Participant's lifetime and only by him, except
that a Participant may direct the Company in the enrollment form to issue
share certificates to the Participant and his spouse in community property,
to the Participant jointly with one or more other persons with right of
survivorship, or to certain forms of trusts approved by the Committee.
13. Administrative Assistance
(a) The Committee may retain a brokerage firm, bank, or other
financial institution to assist in the purchase or sale of shares, delivery
of reports, or other administrative aspects of the Plan. If the Committee
so elects, each Participant shall (unless prohibited by the laws of the
nation of his employment or residence) be deemed upon enrollment in the
Plan to have authorized the establishment of an account on his behalf at
such institution. Shares purchased by a participant under the Plan shall
be issued to and held in the account established for such Participant.
(b) The Committee may restrict the transfer of Shares purchased under
the Plan out of any account established with an institution pursuant to
Subsection (a) as the Committee determines is necessary or desirable to
facilitate administration of the Plan or compliance with Section 7 of the
Plan.
14. Costs
All costs and expenses incurred in administering the Plan shall be
paid by Airgas, except that any stamp duties or transfer taxes applicable
to participation in the Plan may be charged to the accounts of Participants
to whom such expenses are attributable. Any brokerage fees for the
purchase of shares by a Participant shall be paid by Airgas, but brokerage
fees for the resale of shares by a Participant shall be paid by the
Participant.
<PAGE> EX-7
15. Equal Rights and Privileges
All Eligible Employees shall have equal rights and privileges with
respect to the Plan so that the Plan qualifies as an "employee stock
purchase plan" within the meaning of section 423 of the Code and the
Treasury Regulations thereunder. Any provision of the Plan which is
inconsistent with section 423 of the Code shall without further act or
amendment by the Company, the Board of Directors or the Committee be
reformed to comply with the requirements of section 423. This Section 15
shall take precedence over all other provisions of the Plan.
16. Applicable Law
Except to the extent superseded by Federal law, the Plan shall be
governed by the substantive laws (excluding the conflict of laws rules) of
the State of Delaware.
17. Gender and Number
Except where otherwise clearly indicated by context, the masculine
shall include the feminine and the singular shall include the plural.
18. Modification and Termination
(a) The Committee may amend, alter, or terminate the Plan at any
time, including amendments to outstanding options. No amendment shall be
effective unless within 12 months after it is adopted by the Committee, it
is approved by the holders of a majority of the votes cast at a duly held
shareholders' meeting, if such amendment would:
(i) increase the number of shares reserved for purchase under
the Plan; or
(ii) amend the requirements regarding the class of Employees
eligible to purchase stock under the Plan.
(b) In the event the Plan is terminated, the Committee may elect to
terminate all outstanding options either immediately or upon completion of
the purchase of shares on the next Purchase Date, or may elect to permit
options to expire in accordance with their terms (and participation to
continue through such expiration dates). If the options are terminated
prior to expiration, all funds contributed to the Plan that have not been
used to purchase shares shall be returned to the Participants as soon as
administratively feasible.
(c) In the event of the sale of all or substantially all of the
assets of Airgas, or the merger of Airgas with or into another corporation,
or the dissolution or liquidation of Airgas, a Purchase Date shall occur on
the Trading Day immediately preceding the date of such event, unless
otherwise provided by the Committee in its sole discretion, including
provision for the assumption or substitution of each option under the Plan
by the successor or surviving corporation, or a parent or subsidiary
thereof.
19. Rights as an Employee
Nothing in the Plan shall be construed to give any person the right to
remain in the employ of the Company or to affect the
Company's right to terminate the employment of any person at any time with
or without cause.
<PAGE> EX-8
20. Rights as a Shareholder; Delivery of Certificates
Participants shall be treated as the owners of their shares effective
as of the Purchase Date.
21. Board and Shareholder Approval
The Plan was approved by the Nominating and Compensation Committee of
the Board on May 14, 1998 and will be submitted to the shareholders on
August 3, 1998.
AIRGAS, INC.
By /s/ Peter McCausland
Its Chairman and Chief Executive Officer
<PAGE> EX-9
EXHIBIT 5
August 7, 1998
VIA FEDERAL EXPRESS
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-8/1998 Employee Stock Purchase Plan
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 (i) 3,000,000 shares (the "Shares")
of the Company's Common Stock which may be issued and sold by the Company
under the Company's 1998 Employee Stock Purchase Plan (the "Plan") and (ii)
interests in the Plan to be issued to those employees of the Company and
its subsidiaries who participate in the Plan (the "Interests"). We have
examined the Registration Statement, including the exhibits thereto, the
Company's Certificate of Incorporation, as amended, the Company's Bylaws,
as amended, the Plan and related minutes of actions taken by the Board of
Directors of the Company. 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 the Plan, will be
validly issued, fully paid and non-assessable, and that the Interests, when
issued in accordance with the terms of the Plan, will be validly issued.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Sincerely,
McCAUSLAND, KEEN & BUCKMAN
By: /S/ Robert H. Young, Jr.
__________________________________
President
<PAGE> EX-10
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, 1998 which has been incorporated
herein by reference.
KPMG PEAT MARWICK LLP
Philadelphia, PA
August 5, 1998
