FORM S-8
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As filed with the Securities and Exchange Commission on March 16, 2007
Registration No.                     
 
 
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
                                             
 
  Titles of securities               Proposed maximum     Proposed maximum        
  to be registered     Amount to be registered     offering price per share     aggregate offering price     Amount of registration fee  
 
Common Stock, par value $1
       459,605       $ 74.88       $ 34,415,222.40       $ 1,056.55 (1)  
 
Options Granted, 10/02/06
       1,513,350       $ 67.23       $ 101,742,520.50       $ 3,123.50 (2)  
 
Options Granted, 3/27/06
       6,800       $ 66.17       $ 449,956.00       $ 13.81 (2)  
 
Options Granted, 12/18/06
       1,950       $ 72.13       $ 140,653.50       $ 4.32 (2)  
 
 
       1,981,705                 $ 136,748,352.40       $ 4,198.18    
 
(1)   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 Common Stock on 9 March 2007 (i.e., $74.88 per share).
 
(2)   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.
 
 

 

TABLE OF CONTENTS

EXHIBITS
SIGNATURES
EXHIBIT INDEX
EX-23: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EX-24: POWER OF ATTORNEY

Table of Contents

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 Form S-8, Registration Statement No. 333-103809 for distribution pursuant to the Plan. Accordingly, the contents of Registration Statement No. 333-103809 are incorporated herein by reference. The Company’s report on Form 10-K for the year ended 30 September 2006 and the Form 10-Q for the period ended 31 December 2006 are also incorporated herein by reference.
EXHIBITS
  4.   Rights Agreement, dated as of 19 March 1998, between the Company and First Chicago Trust Company of New York. (Filed as Exhibit 1 to the Company’s Form 8-A Registration Statement dated 19 March 1998, as amended by Form 8-A/A dated 16 July 1998.)
 
  23.   Consent of Independent Registered Public Accounting Firm
 
  24.   Power of Attorney.

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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 16th day of March 2007.
         
  AIR PRODUCTS AND CHEMICALS, INC.
(Registrant)
 		  
  By:   /s/ W. Douglas Brown    
    W. Douglas Brown*   
    Vice President, General Counsel and Secretary   
 
 
*   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.

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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.
         
Signature   Title   Date
 
        
/s/ John P. Jones III
 
John P. Jones III
  Director, Chairman of the Board and Chief Executive Officer (Principal Executive Officer)   16 March 2007
 
        
/s/ Paul E. Huck
 
Paul E. Huck
  Vice President and Chief Financial Officer (Principal Financial Officer and Accounting Officer)   16 March 2007
 
        
*
 
Mario L. Baeza
  Director   16 March 2007
 
        
*
 
William L. Davis, III
  Director   16 March 2007
 
        
*
 
Michael J. Donahue
  Director   16 March 2007
 
        
*
 
Ursula O. Fairbairn
  Director   16 March 2007
 
        
*
 
W. Douglas Ford
  Director   16 March 2007
 
        
*
 
Edward E. Hagenlocker
  Director   16 March 2007
 
        
*
 
Evert Henkes
  Director   16 March 2007

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Signature   Title   Date
 
        
*
 
Margaret G. McGlynn
  Director   16 March 2007
 
        
*
 
Charles H. Noski
  Director   16 March 2007
 
        
*
 
Lawrence S. Smith
  Director   16 March 2007

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EXHIBIT INDEX
             
Exhibit       Page
 
            
4.
  Rights Agreement, dated as of 19 March 1998, between the Company and First Chicago Trust Company of New York. (Filed as Exhibit 1 to the Company’s Form 8-A Registration Statement dated 19 March 1998, as amended by Form 8-A/A dated 16 July 1998.)     N/A  
 
            
23.
  Consent of Independent Registered Public Accounting Firm     6  
 
            
24.
  Power of Attorney     7  
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 the registration statement is not subject to the requirements of ERISA.

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