As filed with the Securities and Exchange Commission on December 17, 2001
Registration No.333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
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 19087-5283
________________________________________ _________________
(Address of Principal Executive Offices) (Zip Code)
AIRGAS, INC.
DEFERRED COMPENSATION PLAN
________________________________________
(Full Title of the Plan)
TODD R. CRAUN, ESQUIRE
AIRGAS, INC.
Radnor Court
259 North Radnor-Chester Road, Suite 100
Radnor, Pennsylvania 19087-5283
_______________________________________
(Name and address of agent for service)
(610) 687-5253
_____________________________________________________________
(Telephone number, including area code, of agent for service)
_________________
Copies to:
DAVID F. JONES, ESQUIRE
DECHERT
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103-2793
(215) 994-4000
1
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to Maximum Maximum Amount of
Securities to be Offering Aggregate Registration
be Registered (1) Registered Price per Offering Fee (3)
Obligation Price (2)
----------------- ---------- ---------- --------- ------------
Deferred
Compensation
Obligations $6,000,000 100% $6,000,000 $1,434
-------------------------------------------------------------------------
(1) The deferred compensation obligations are unsecured
obligations of Airgas, Inc. (the "Company") to pay deferred
compensation in the future in accordance with the terms of the
Airgas, Inc. Deferred Compensation Plan for certain eligible
employees.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) based upon the maximum
amount of compensation, which may be deferred under the Airgas,
Inc. Deferred Compensation Plan.
(3) Calculated pursuant to Section 6(b) of the Securities Act of
1933, as amended, as follows: Proposed maximum aggregate
offering price multiplied by 0.000239.
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, 2001, filed on June 13, 2001 pursuant to
Section 13(a) of the Securities Exchange Act of 1934 (the "1934
Act"); and
(b) All other reports filed by the Company pursuant to
Section 13(a) or Section 15(d) of the 1934 Act since the end of
the Company's fiscal year ended March 31, 2001.
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 end of this offering 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.
Under the Airgas, Inc. Deferred Compensation Plan (the
"Plan"), the Registrant will provide eligible employees the
opportunity to enter into agreements for the deferral of a
specified percentage of their annual compensation and/or bonus
award. The obligations of the Registrant under such agreements
(the "Obligations") will be unsecured general obligations of the
Registrant to pay the deferred compensation in the future in
accordance with the terms of the Plan, and will rank pari passu
with other unsecured and unsubordinated indebtedness of the
Registrant, from time to time outstanding. The amount of
compensation and/or bonus award to be deferred by each
participatory employee (a "Participant") will be determined in
accordance with the Plan based on elections by each Participant.
Participants may choose to have deferred amounts credited to
a Retirement Account and/or an In-Service Account. A Retirement
Account is designed to provide funds to the Participant after
retirement or termination of employment with the Company. An In-
Service Account is designed to provide funds to the Participant
at a specified future date while still employed by the Company
(for example, at the time of college tuition). The Company may
also credit "discretionary contributions" to Participants'
Accounts in such amounts as it determines appropriate in its sole
discretion. A participant who suffers a severe financial
hardship may also request that the Committee responsible for
administering the Plan grant a hardship withdrawal.
3
Participants will make elections as to how their respective
Account balances shall be deemed invested among several options
available under the Plan. Participant Accounts will be credited
with earnings, gains and losses as if the deferred amounts were
actually invested in accordance with the Participant's investment
elections.
Amounts credited to a Retirement Account will be payable
within 60 days after the date on which the Participant terminates
employment for any reason, including death, disability,
retirement or termination of employment for any reason. The
payment of the obligation shall be in a lump-sum distribution, or
in equal annual installments over a one to ten-year period, at
the election of the Participant, made in accordance with the
terms of the Plan. Amounts credited to an In-Service Account
will be payable within 60 days after the date elected by the
Participant in accordance with the terms of the Plan.
There is no trading market for the Obligations. The
Obligations are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance,
attachment or garnishment. Any attempt by any person to transfer
or assign benefits under the Plan, other than a claim for
benefits by a Participant or his or her beneficiary(ies), will be
null and void. The Obligations are not convertible into any
other security of the Registrant. No trustee has been appointed
to take action with respect to the Obligations and each
participant in the Plan will be responsible for enforcing his or
her own rights with respect to the Obligations. The Registrant
may establish a grantor, or "rabbi", trust to serve as a source
of funds from which it can satisfy the obligations. Participants
in the Plan will have no rights to any assets held by a rabbi
trust, except as general creditors of the Registrant. Assets of
any rabbi trust will at all times be subject to the claims of the
Registrant's general creditors.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law permits the
indemnification by a Delaware corporation of its directors,
officers, employees, and other agents against expenses (including
attorneys' fees), judgments, fines, and amounts paid in
settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative, or
investigative (other than derivative actions which are by or in
the right of the corporation) if they acted in good faith and in
a manner they 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
their conduct was illegal. A similar standard of care is
applicable in the case of derivative actions, except the
indemnification only extends to expenses (including attorneys'
fees) incurred in connection with defense or settlement of such
4
an action and requires court approval before there can be any
indemnification where the person seeking indemnification has been
found liable to the corporation.
The Company's certificate of incorporation provides that
each person who was or is made a party to, or is involved in, any
action, suit or proceeding by reason of the fact that he or she
is or was a director or officer of the Company (or was serving at
the request of the Company as a director, officer, employee or
agent for another entity) while serving in such capacity will be
indemnified and held harmless by the Company to the full extent
authorized or permitted by Delaware law. The certificate also
provides that the Company may purchase and maintain insurance and
may also create a trust fund, grant a security interest and/or
use other means (including establishing letters of credit, surety
bonds and other similar arrangements) and may enter into
contracts providing for indemnification, to ensure full payment
of indemnifiable amounts.
Item 7. Exemption From Registration Claimed.
None.
Item 8. Exhibits.
4 Airgas, Inc. Deferred Compensation Plan.
5 Opinion of Dechert.
23.1 Consent of KPMG LLP (included in Part II of the Registration
Statement).
23.2 Consent of Dechert (included in Exhibit 5).
24 Power of Attorney (see signature page in Part II of the
Registration Statement).
Item 9. Undertakings.
Undertakings required by Item 512(a) of Regulation S-K:
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;
5
(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
(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, Form S-8 or
Form F-3, 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 therein, 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 Item 8.A. of Form 20-
F 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 (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.
6
Undertakings required by Item 512(b) of Regulation S-K:
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 therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Undertakings required by Item 512(h) of Regulation S-K:
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.
7
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 17th day of December, 2001.
AIRGAS, INC.
By: /S/ PETER McCAUSLAND
Peter McCausland
Director, Chairman of the Board and
Chief Executive Officer
By: /S/ ROGER F. MILLAY
Roger F. Millay
Senior Vice President - Finance and
Chief Financial Officer
(Principal Financial Officer)
By: /S/ ROBERT M. McLAUGHLIN
Robert M. McLaughlin
Vice President and 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 Roger F. Millay, 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.
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 December 17, 2001
/S/FRANK B. FOSTER, III
Frank B. Foster, III Director December 17, 2001
/S/JAMES W. HOVEY
James W. Hovey Director December 17, 2001
/S/JOHN A. H. SHOBER
John A. H. Shober Director December 17, 2001
/S/PAULA A. SNEED
Paula A. Sneed Director December 17, 2001
/S/DAVID M. STOUT
David M. Stout Director December 17, 2001
/S/LEE M. THOMAS
Lee M. Thomas Director December 17, 2001
/S/ROBERT L. YOHE
Robert L. Yohe Director December 17, 2001