As Filed with the Securities and Exchange Commission on July 3, 2001
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Registration No______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Praxair, Inc.
(Exact name of registrant as specified in its charter)
Delaware 06-124-9050
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(State of incorporation) (IRS Employer Identification No.)
39 Old Ridgebury Road, Danbury, CT 06810-5113
(Address of principal executive offices)
2002 Praxair, Inc. Long Term Incentive Plan
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(Full title of the plan)
David H. Chaifetz
Vice President, General Counsel and Secretary
Praxair, Inc.
39 Old Ridgebury Road
Danbury, CT 06810-5113
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(Name and address of agent for service)
(203) 837-2000
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed maximum offering Proposed maximum Amount of
to be registered registered price per share(2) aggregate offering registration fee
price(2)
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Common Stock, $0.01 7,900,000 Shares $46.185 $364,861,500 $91,215
par value (1)
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(1) Also includes the Common Stock Purchase Rights associated therewith.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) under the Securities Act of 1933, as
amended.
Exhibit Index is located on page 8
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing information required by the Securities and
Exchange Commission as set forth in Part I of Form S-8 will be sent or given to
participants in the 2002 Praxair, Inc. Long Term Incentive Plan (the "Plan")
which Plan is listed on the cover of this registration statement (the
"Registration Statement"), as specified in Rule 428(b)(1) promulgated by the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"). Such document(s) are not being filed with the Commission
but constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof), a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by Praxair, Inc. (the
"Registrant") with the Commission and are hereby incorporated by reference in
this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000 which contains audited financial statements for the most
recent year for which such statements have been filed.
(b) The description of the Registrant's Common Stock, par value $0.01
per share, contained in the Registrant's Registration Statement on Form 10 (File
No. 1-11037), filed with the Commission on March 10, 1992, as amended by Form 8,
dated May 22, 1992, Form 8, dated June 9, 1992, and Form 8, dated June 12, 1992.
(c) All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the 1934 Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to Section 145 of the General Corporation Law of the
State of Delaware (the "GCL"), which provides for indemnification of directors,
officers and other employees in certain circumstances, and to Section 102(b)(7)
of the GCL, which provides for the elimination or limitation of the personal
liability for monetary damages of directors under certain circumstances. Article
VIII of the Restated Certificate of Incorporation of the Registrant eliminates
the personal liability for monetary damages of directors under certain
circumstances and provides indemnification to directors and officers of the
Registrant to the fullest extent permitted by the GCL. Among other things, these
provisions provide indemnification for officers and directors against
liabilities for judgments in, and settlements of, lawsuits and other proceedings
and for the advance and payment of fees and expenses reasonably incurred by the
director or officer in defense of any such lawsuit or proceeding.
The directors and officers of the Registrant are covered by insurance
policies indemnifying against certain liabilities, including certain liabilities
arising under the Securities Act of 1933, which might be incurred by them in
such capacities and against which they may not be indemnified by the
Corporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
ITEM 8. EXHIBITS
4.1 2002 Praxair, Inc. Long Term Incentive Plan
4.2 Article IV of the Registrant's Restated Certificate of
Incorporation, defining the rights of holders of the capital
stock of the Registrant (incorporated herein by reference to
Appendix A to the Registrant's Information Statement, filed as
Exhibit 2.01 to the Registrant's Registration Statement on
Form 10 (File No. 1-11037), filed with the Commission on March
10, 1992, as amended by Form 8, dated May 22, 1992, Form 8,
dated June 9, 1992, and Form 8, dated June 12, 1992).
4.3 Form of Rights Agreement between the Registrant and The Bank
of New York, as Rights Agent (incorporated herein by reference
to Exhibit 4.02 to the Registrant's Registration Statement on
Form 10 (File No. 1-11037), filed with the Commission on March
10, 1992, as amended by Form 8, dated May 22, 1992, Form 8,
dated June 9, 1992, and Form 8, dated June 12, 1992).
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5.1 Opinion of Counsel - Kelley Drye & Warren LLP
23.1 Consent of Independent Accountants - PricewaterhouseCoopers LLP.
23.2 Consent of Counsel - Kelley Drye & Warren LLP (contained in
Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page hereof)
ITEM 9. UNDERTAKINGS
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;
(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 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 subparagraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or 15(d) of the 1934 Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
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(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) That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Sections 13(a) or 15(d) of the 1934 Act (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934
Act), that it 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions described in Item 6 of
this Registration Statement, or otherwise, the Registrant has been advised that
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities 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
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933 as amended,
Praxair, Inc. certifies that it has reasonable grounds to believe that it meets
all 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 Danbury, State of Connecticut, on the 2nd day of
July, 2001.
PRAXAIR, INC.
By: /s/ George P. Ristevski
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George P. Ristevski
Vice President and Controller
(On behalf of the Registrant and as
Principal Accounting Officer)
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Each person whose signature appears below appoints David H. Chaifetz
his attorney-in-fact and agent, with full power of substitution and
resubstitution, to sign and file with the Securities and Exchange Commission any
amendments to the Registration Statement (including post-effective amendments),
any registration statement permitted under Rule 462 (b) under the Securities Act
of 1933 and any amendments thereto and to file with the Securities and Exchange
Commission one or more supplements to any prospectus included in any of the
foregoing, and generally to do anything else necessary or proper in connection
therewith.
Pursuant to the requirements of the Securities Act of 1933 as amended,
this registration statement has been signed by the following persons in the
capacities indicated on April 24, 2001.
/s/ James S. Sawyer /s/ Alejandro Achaval /s/ Raymond W. LeBouef
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James S. Sawyer Alejandro Achaval Raymond W. LeBouef
Vice President, Chief Financial Director Director
Officer and Director
(Principal Financial Officer)
/s/ Dennis H. Reilley /s/ Dale F. Frey /s/ Benjamin F. Payton
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Dennis H. Reilley Dale F. Frey Benjamin F. Payton
Chairman and Chief Director Director
Executive Officer
(Principal Executive Officer)
/s/ Claire W. Gargalli /s/ G. Jackson Ratcliffe, Jr.
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Claire W. Gargalli G. Jackson Ratcliffe, Jr.
Director Director
/s/ Ronald L. Kuehn, Jr. /s/ H. Mitchell Watson, Jr.
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Ronald L. Kuehn, Jr. H. Mitchell Watson, Jr.
Director Director
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EXHIBIT INDEX
EXHIBIT SEQUENTIAL PAGE NO.
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4.1 2002 Praxair, Inc. Long Term Incentive Plan 9
4.2 Article IV of the Registrant's Restated Certificate of Incorporation, Incorporated by Reference
defining the rights of holders of the capital stock of the Registrant
(incorporated herein by reference to Appendix A to the Registrant's
Information Statement, filed as Exhibit 2.01 to the Registrant's
Registration Statement on Form 10 (File No. 1-11037), filed with the
Commission on March 10, 1992, as amended by Form 8, dated May 22,
1992, Form 8, dated June 9, 1992, and Form 8, dated June 12, 1992).
4.3 Form of Rights Agreement between the Registrant and The Bank of New Incorporated by Reference
York, as Rights Agent (incorporated herein by reference to Exhibit
4.02 to the Registrant's Registration Statement on Form 10 (File No.
1-11037), filed with the Commission on March 10, 1992, as amended by
Form 8, dated May 22, 1992, Form 8, dated June 9, 1992, and Form 8,
dated June 12, 1992).
5.1 Opinion of Counsel - Kelley Drye & Warren LLP 26
23.1 Consent of Independent Accountants - 28
PricewaterhouseCoopers LLP
23.2 Consent of Counsel - Kelley Drye & Warren LLP Contained in Exhibit 5.1
24.1 Powers of Attorney Included in the signature page
hereof
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