As filed with the Securities and Exchange Commission on July 26, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
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
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
39 Old Ridgebury Road
Danbury, CT 06810
(Address of Principal Executive Offices)
Praxair Healthcare Services, Inc.
401(k) Retirement Savings Plan
(Full Title of the Plan)
David H. Chaifetz
Vice President, General Counsel and Secretary
Praxair, Inc.
39 Old Ridgebury Road
Danbury, CT 06810
(Name and Address of Agent for Service)
(203) 837-2000
(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 Proposed Maximum Amount of
To Be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share(1) Price(1)
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Common Stock,
$0.01 par value (2) 50,000 Shares $48.81 $2,440,500 $225.00
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(1) 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. The price per share is estimated based on the average of
the high and low trading prices for Praxair, Inc.'s common stock as
reported by the New York Stock Exchange on July 19, 2002.
(2) Also includes the Common Stock Purchase Rights associated therewith.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified by Part I of this
Form S-8 Registration Statement (the "Registration Statement") will be sent or
given to participants in the Praxair Healthcare Services, Inc. 401(k) Retirement
Savings Plan (the "Plan") of Praxair, Inc., a Delaware corporation (the
"Company"), as specified in Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "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.
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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 Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and are hereby incorporated by reference in this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
2001, as filed with the Commission on March 14, 2002, which contains audited
financial statements for the most recent year for which such statements have
been filed.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, as
filed with the Commission on May 9, 2002.
(c) Current Reports on Form 8-K, each as filed with the Commission on June
13, 2002 and April 23, 2002.
(d) The description of the Company's Common Stock, $0.01 par value, which
is 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, Form 8 dated June 12, 1992 and
Form 8 dated June 27, 2002.
(e) All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 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 hereof from the date of filing of such documents.
(f) Any statements contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which also is
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed to constitute a part of
this Registration Statement except as so modified or superseded.
Item 4. Description of Securities.
The description of the Registrant's Common Stock to be offered pursuant to
this registration statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Reference is made to Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL"), which provides for indemnification of directors,
officers and other employees in certain circumstances, and to Section 102(b)(7)
of the DGCL, 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 DGCL. Among other things,
these provisions provide indemnification for directors and officers 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.
Exhibit
Number Description
------- ----------------------------------------------------------------
*4.1 Praxair Healthcare Services, Inc. 401(k) Retirement Savings
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, Form 8 dated June 12, 1992 and Form 8 dated June 27,
2002).
4.3 Form of Stockholder Protection Rights Agreement between the
Registrant and Registrar and Transfer Company, 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,
Form 8 dated June 12, 1992 and Form 8 dated June 27, 2002).
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*5.1 Opinion of Kelley Drye & Warren LLP, Counsel to the Registrant,
as to the legality of the shares being registered under this
Registration Statement.
*23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
*23.2 Consent of Kelley Drye & Warren LLP (included in opinion filed
as Exhibit 5.1).
*24 Powers of Attorney of Directors and Certain Officers of the
Company (included on the signature pages hereof).
__________
*Filed herewith.
Item 9. Undertakings.
(a) The undersigned Company 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.
(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)(i) and (a)(ii) above 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 Securities Exchange Act of 1934, that are
incorporated by reference in this Registration Statement.
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(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.
(b) 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 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 this 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions described in Item 6 of this Registration
Statement, or otherwise, the Company 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 Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company 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
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 Danbury, State of Connecticut on this 23rd day of
July, 2002.
PRAXAIR, INC.
By: /s/ James S. Sawyer
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Name: James S. Sawyer
Title: Vice President and Chief
Financial Officer (on behalf of
Praxair, Inc. as Principal
Financial Officer)
POWER OF ATTORNEY
SIGNATURES
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, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Dennis H. Reilley Chairman of the Board, President
------------------------ and Chief Executive Officer
Dennis H. Reilley (Principal Executive Officer) July 23, 2002
/s/ James S. Sawyer Vice President and Chief Financial
------------------------ Officer (on behalf of Praxair, Inc.
James S. Sawyer as Principal Financial Officer) July 23, 2002
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/s/ Patrick M. Clark Vice President and Controller
------------------------ (Principal Accounting Officer) July 23, 2002
Patrick M. Clark
/s/ Alejandro Achaval
------------------------ Director July 23, 2002
Alejandro Achaval
/s/ Dale F. Frey
------------------------ Director July 23, 2002
Dale F. Frey
/s/ Claire W. Gargalli
------------------------ Director July 23, 2002
Claire W. Gargalli
/s/ Ronald L. Kuehn, Jr.
------------------------ Director July 23, 2002
Ronald L. Kuehn, Jr.
/s/ Raymond W. LeBoeuf
------------------------ Director July 23, 2002
Raymond W. LeBoeuf
/s/ Benjamin F. Payton
------------------------ Director July 23, 2002
Benjamin F. Payton
/s/ G. Jackson Ratcliffe, Jr.
------------------------ Director July 23, 2002
G. Jackson Ratcliffe, Jr.
/s/ Wayne T. Smith
------------------------ Director July 23, 2002
Wayne T. Smith
/s/ H. Mitchell Watson, Jr.
------------------------ Director July 23, 2002
H. Mitchell Watson, Jr.
/s/ William A. Wise
------------------------ Director July 23, 2002
William A. Wise
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EXHIBIT INDEX
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Exhibit
Number Description
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*4.1 Praxair Healthcare Services, Inc. 401(k) Retirement Savings
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, Form 8 dated June 12, 1992 and Form 8 dated June 27,
2002).
4.3 Form of Stockholder Protection Rights Agreement between the
Registrant and Registrar and Transfer Company, 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,
Form 8 dated June 12, 1992 and Form 8 dated June 27, 2002).
*5.1 Opinion of Kelley Drye & Warren LLP, counsel to the Registrant,
as to the legality of the shares being registered under this
Registration Statement.
*23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
*23.2 Consent of Kelley Drye & Warren LLP (included in opinion filed
as Exhibit 5.1).
*24 Powers of Attorney of Directors and Certain Officers of the
Company (included on the signature pages hereof).
__________
*Filed herewith.
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