As filed with the Securities and Exchange Commission on November 20, 2020
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
AIR PRODUCTS AND CHEMICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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23-1274455
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(State or other jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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7201 Hamilton Boulevard
Allentown, Pennsylvania 18195-1501
Telephone: (610) 481-4911
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Sean D. Major
Executive
Vice President, General Counsel and Secretary
Air Products and Chemicals, Inc.
7201 Hamilton Boulevard
Allentown, Pennsylvania 18195-1501
Telephone: (610) 481-4911
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Matthew C.
Franker
Covington & Burling LLP
One CityCenter
850 Tenth
Street, NW
Washington, DC 20001-4956
(202) 662-6000
Approximate date of
commencement of proposed sale to public: From time to time after the effective date of this registration statement.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of
the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans,
check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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 Securities Exchange Act of 1934.
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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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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 Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount to be
Registered(1)
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Proposed
Maximum Offering
Price per Unit(1)
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Proposed
Maximum Aggregate
Offering Price(1)
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Amount of
Registration Fee(2)
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Common Stock, par value $1.00 per share
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Preferred Stock, par value $1.00 per share
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Unsecured Debt Securities
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Warrants
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Depositary
Shares(3)
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Units(4)
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(1)
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The offer and sale of an indeterminate number of securities to be offered at indeterminate prices is being
registered hereby for possible issuance from time to time pursuant to this registration statement. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities, or
securities that are issued in units.
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(2)
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In accordance with Rule 456(b) and Rule 457(r) under the Securities Act of 1933, the registrant is deferring
payment of the registration fee.
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(3)
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Each depositary share will be issued under a deposit agreement and will represent a fractional share or multiple
shares of preferred stock.
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(4)
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Each unit will represent an interest in two or more of the securities registered hereunder, which may or may not
be separable from one another.
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