As filed with the Securities and Exchange Commission on August 5, 2004
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)
1997 DIRECTORS' STOCK OPTION PLAN, AS AMENDED
________________________________________
(Full Title of the Plan)
Dean A. Bertolino, Vice President, General Counsel and Secretary
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:
Nancy D. Weisberg, Esquire
McCausland, Keen & Buckman
Radnor Court
259 North Radnor-Chester Road, Suite 160
Radnor, Pennsylvania 19087 (610) 341-1000
CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
Proposed Proposed Amount of
Title of Amount to Maximum Maximum Registration
Securities to be Offering Price Aggregate Fee
be Registered Registered (1) Per Unit (2) Offering Price (2)
________________________________________________________________________________
Common Stock,
par value $0.01 300,000 $21.405 $6,421,500 $813.60
per share
________________________________________________________________________________
(1) Pursuant to Rule 416 under the Securities Act of 1933,
this registration statement also covers an
indeterminate number of additional shares as may be
issued by reason of stock splits, stock dividends or
similar transactions.
(2) Estimated solely for the purpose of calculating the
registration fee under Section 457(h) based upon the
average of the low and high prices of Registrant's
Common Stock on August 4, 2004 on the New York Stock
Exchange.
Pursuant to General Instruction E to Form S-8, the contents
of the Registrant's Registration Statement on Form S-8
(Registration No. 333- 42023), is hereby incorporated herein by
reference.
Item 8. Exhibits.
4* 1997 Directors' Stock Option Plan, as amended.
5* Opinion of McCausland, Keen & Buckman.
23.1* Consent of KPMG LLP.
23.2* Consent of McCausland, Keen &
Buckman (included in Exhibit 5).
24* Power of Attorney (see signature page in Part II of the
Registration Statement).
* Filed herewith
Item 9. Undertakings.
(a) 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;
(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 20 percent
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 (a)(1)(i) and (a)(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 (a)(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.
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.
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.
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 fourth day of August, 2004.
AIRGAS, INC.
____________
Registrant
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 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, Dean A. Bertolino 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/WILLIAM O. ALBERTINI
_______________________
William O. Albertini Director August 4, 2004
/S/W. THACHER BROWN
_______________________
W. Thacher Brown Director August 4, 2004
/S/JAMES W. HOVEY
_______________________
James W. Hovey Director August 4, 2004
/S/RICHARD C. ILL
_______________________
Richard C. Ill Director August 4, 2004
/S/PAULA A. SNEED
_______________________
Paula A. Sneed Director August 4, 2004
/S/DAVID M. STOUT
_______________________
David M. Stout Director August 4, 2004
/S/LEE M. THOMAS
_______________________
Lee M. Thomas Director August 4, 2004
/S/ROBERT L. YOHE
_______________________
Robert L. Yohe Director August 4, 2004