As filed with the Securities and Exchange Commission on March 21, 2006

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			448,050			$64.44			$  28,872,342.00			$     3,089.34(1)
	Options Granted, 10/01/05			1,856,100			$55.33			$102,698,013.00			$    10,988.69(2)
	Options Granted, 01/17/06			3,000			$59.24			$       177,720.00			$           19.02(2)
				2,307,150									$    14,097.05

 

 

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 2005 and the Form 10-Q for the period ended 31 December 2005 are also incorporated herein by reference.

EXHIBITS

	4.1.		By-Laws of the Company. (Filed as Exhibit 3.1 to the Company’s Form 8-K Report dated 18 September 1997.)
	4.2.		Restated Certificate of Incorporation of the Company. (Filed as Exhibit 3.2 to the Company’s Form 10-K Report for the fiscal year ended 30 September 1987.)
	4.3.		Amendment to the Restated Certificate of Incorporation of the Company dated 25 January 1996. (Filed as Exhibit 3.3 to the Company’s Form 10-K Report for the fiscal year ended 30 September 1996.)
	4.4.		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.

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 21^st day of March 2006.

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

     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, President, and Chief Executive Officer (Principal Executive Officer)		21 March 2006
/s/ Paul E. Huck   Paul E. Huck		Vice President and Chief Financial Officer (Principal Financial Officer and Accounting Officer)		21 March 2006

*   Mario L. Baeza		Director		21 March 2006
*   William L. Davis, III		Director		21 March 2006
*   Michael J. Donahue		Director		21 March 2006
*   Ursula O. Fairbairn		Director		21 March 2006
*   W. Douglas Ford		Director		21 March 2006
*   Edward E. Hagenlocker		Director		21 March 2006
*   Margaret G. McGlynn		Director		21 March 2006

Signature		Title		Date
*   Terrence Murray		Director		21 March 2006
*   Charles H. Noski		Director		21 March 2006
*   Lawrence S. Smith		Director		21 March 2006

EXHIBIT INDEX

Exhibit						Page
4.1.			By-Laws of the Company. (Filed as Exhibit 3.1 to the Company’s Form 8-K Report dated 18 September 1997.)			N/A
4.2.			Restated Certificate of Incorporation of the Company. (Filed as Exhibit 3.2 to the Company’s Form 10-K Report for the fiscal year ended 30 September 1987.)			N/A
4.3.			Amendment to the Restated Certificate of Incorporation of the Company dated 25 January 1996. (Filed as Exhibit 3.3 to the Company’s Form 10-K Report for the fiscal year ended 30 September 1996.)			N/A
4.4.			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.