As filed with the Securities and Exchange Commission on January 25, 2002
Registration No. _______________
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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. 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
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price aggregate offering Amount of
registered registered per share price registration fee(1)
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Common Stock, par value $1
2001 Fair Market Value Options 4,393,502 $38.02 $167,040,946.04 $15,367.77
4,393,502 167,040,946.04 $15,367.77
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(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.
1
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 Long-Term Incentive Plan (the
"Plan"). These are securities of the same class as the securities registered on
Forms S-8, Registration Statement Nos. 33-65117, 333-21145, 333-45239 333-71405,
333-95317, and 333-54224 for distribution pursuant to the Plan. Accordingly, the
contents of Registration Statement Nos. 33-65117, 333-21145, 333-45239,
333-71405, 333-95317, and 333-54224 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, Commonwealth of Pennsylvania, on this
25th day of January, 2002.
AIR PRODUCTS AND CHEMICALS, INC.
(Registrant)
By: /s/ W. Douglas Brown
-----------------------------------
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 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
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.
Signature Title Date
--------- ----- ----
Director, Chairman of the Board,
/s/ John P. Jones III President, and Chief Executive Officer
John P. Jones III (Principal Executive Officer) January 25, 2002
Vice President - Finance and Controller
/s/ Leo J. Daley (Principal Financial and Accounting
Leo J. Daley Officer) January 25, 2002
*
Mario L. Baeza Director January 25, 2002
* Director January 25, 2002
L. Paul Bremer III
* Director January 25, 2002
Michael J. Donahue
* Director January 25, 2002
Ursula F. Fairbairn
* Director January 25, 2002
Edward E. Hagenlocker
* Director January 25, 2002
James F. Hardymon
3
Signature Title Date
--------- ----- ----
* Director January 25, 2002
Terry R. Lautenbach
* Director January 25, 2002
Charles H. Noski
* Director January 25, 2002
Paula G. Rosput
* Director January 25, 2002
Lawrason D. Thomas
4