Securities Registration: Employee Benefit Plan (s-8)
July 23 2020 - 2:41PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 23, 2020
Registration No. 333-
UNITED STATES
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)
Sean D. Major, Executive 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)
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 under the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of securities
to be registered
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Amount to
be
registered(1)
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Proposed maximum
offering price
per
share(2)
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Proposed maximum
aggregate offering
price(2)
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Amount of
registration fee
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Common Stock, par value $1 per share
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265,228
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$291.95
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$77,433,314.60
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$10,050.85
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also
cover any additional shares of the registrants common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction.
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(2)
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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 sales prices of shares of the registrants common stock on 20 July 2020 (i.e., $291.95 per share).
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EXPLANATORY NOTE
Air Products and Chemicals, Inc. (the Registrant) has prepared this Registration Statement on Form S-8 (this Registration Statement) for the purpose of registering the offer and sale of 265,228 additional shares of common stock of the Registrant under the Securities Act. The additional shares
registered hereby will be issued pursuant to the Air Products and Chemicals, Inc. Long-Term Incentive Plan, as amended and restated (the Plan).
These are securities of the same class as the securities issuable under the Plan that were registered on the Registrants prior Registration Statements on
Form S-8 that were filed with the United States Securities and Exchange Commission (the SEC) on 14
March 2003 (File No. 333-103809), 24
March 2004 (File No. 333-113882), 22
March 2005 (File No. 333-123477), 21
March 2006 (File No. 333-132599), 16
March 2007 (File No. 333-141336), 20
March 2008 (File No. 333-149813), 19
March 2009 (File No. 333-158102), 19
March 2010 (File No. 333-165563), 17
March 2011 (File No. 333-172889), 15
March 2012 (File No. 333-180123), 16
May 2013 (File No. 333-188643), 16
May 2014 (File No. 333-196000), 22
May 2015 (File No. 333-204387), 20
May 2016 (File No. 333-211476), 18
May 2018 (File No. 333-225016) and 26
July 2019 (File No. 333-232847) (collectively, the Prior Registration Statements). Pursuant to
General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Item 1 and Item 2 of Part I of Form S-8 is omitted
from this filing in accordance with Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the
participants in the Plan as required by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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The following documents the Registrant previously filed with the SEC under the Securities Exchange Act of 1934, as amended (the Exchange Act), are incorporated herein by reference:
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(a)
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the Registrants Annual Report on Form
10-K for the fiscal year ended 30 September 2019, filed on 26 November 2019;
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(b)
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the Registrants Quarterly Reports on Form 10-Q for the quarter ended 31 December 2019,
filed on 24 January 2020, the quarter ended 31
March 2020, filed on 23 April 2020, and the quarter ended 30
June 2020, filed on 23 July 2020.
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(d)
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the description of the Registrants common stock in Exhibit 99.1 to its Annual Report on Form
10-K for the fiscal year ended 30 September 2014, filed with the SEC on 24 November 2014 , and any amendment or report filed for the purpose of updating such description.
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All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act (other than Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein), prior to
the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby 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 of such documents.
Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is
deemed to be incorporated by reference herein 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.
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Incorporated herein by reference to the specified filing under the Exchange Act (File
No. 001-04534).
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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 and will not constitute original issuance shares; further, no opinion is being furnished with respect to ERISA compliance because the Plan covered by this Registration Statement is not subject to the requirements of ERISA.
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 the
City of Allentown, Commonwealth of Pennsylvania, on this
23rd day of July 2020.
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AIR PRODUCTS AND CHEMICALS, INC.
(Registrant)
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By:
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/s/ Sean D. Major
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Sean D. Major*
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Executive Vice President, General Counsel
and Secretary
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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.
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Signature
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Title
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Date
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/s/ Seifi Ghasemi
Seifi Ghasemi
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Director, Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
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23 July 2020
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/s/ M. Scott Crocco
M. Scott Crocco
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Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
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23 July 2020
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/s/ Russell A. Flugel
Russell A. Flugel
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Senior Vice President and
Corporate Controller
(Principal Accounting Officer)
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23 July 2020
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Susan K. Carter
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Director
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23 July 2020
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Charles I. Cogut
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Director
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23 July 2020
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Lisa A. Davis
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Director
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23 July 2020
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Chadwick C. Deaton
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Director
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23 July 2020
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David H. Y. Ho
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Director
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23 July 2020
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Margaret G. McGlynn
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Director
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23 July 2020
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Edward L. Monser
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Director
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23 July 2020
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Matthew H. Paull
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Director
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23 July 2020
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Sean D. Major, Executive 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, pursuant to a power of attorney duly executed by such persons, which is filed as Exhibit 24.1 hereto.
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