As filed with the Securities and Exchange Commission on January 23, 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
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Praxair, Inc.
(Exact name of registrant as specified in its charter)
Delaware 06-124-9050
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
39 Old Ridgebury Road
Danbury, CT 06810-5113
(Address of Principal Executive Offices)
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The Savings Program for
Employees of Praxair, Inc.
and
Participating Subsidiary Companies
The Savings Program for
Employees of Praxair Puerto Rico, Inc.
and
its Participating Subsidiaries
(Full title of the plan)
-------------------
David H. Chaifetz
Vice President, General Counsel and Secretary
Praxair, Inc.
39 Old Ridgebury Road
Danbury, CT 06810-5110
(Name and address of agent for service)
(203) 837-2000
(Telephone number, including area code, of agent for service)
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Copy to:
W. Leslie Duffy, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, NY 10005-1702
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CALCULATION OF REGISTRATION FEE
=================================================================================================================
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1) Offering Price Per Aggregate Offering Registration Fee
Share (2) Price (2) (2)
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Common Stock,
$ 0.01 par value (3) 4,000,000 shares $49.175 $196,700,000.00 $18,096.40
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(1) This Registration Statement registers an additional 4,000,000 shares of
Common Stock for which registration statements filed on this form relating
to the Savings Plans (as defined hereafter) are already effective. Praxair,
Inc. ("Praxair" or the "Registrant") previously registered 4,000,000 shares
of Common Stock on June 16, 1992 (File No. 33-48478), an additional
4,000,000 shares of Common Stock on December 12, 1994 (File No. 33-87284)
pursuant to The Savings Program for Employees of Praxair, Inc. and
Participating Subsidiary Companies and The Savings Program for Employees of
Praxair Puerto Rico, Inc. and its Participating Subsidiaries (collectively,
the "Savings Plans"). Praxair will have an aggregate of 12,000,000 shares
of Common Stock registered pursuant to the Savings Plans upon the
effectiveness of this Registration Statement.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) and (h) under the Securities Act of 1933, as
amended (the "Securities Act"). The offering price is based upon the
average of the high and low prices for the Registrant's Common Stock
reported on the New York Stock Exchange Composite Transactions on January
18, 2002.
(3) Also includes the Common Stock Purchase Rights associated therewith.
In addition, pursuant to Rule 416(c) under the Securities Act, this Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
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Explanatory Note
Praxair, Inc. ("Praxair" or the "Registrant") is filing this Registration
Statement to register an additional 4,000,000 shares of its Common Stock, for
which registration statements filed on Form S-8 relating to the Savings Plans,
are already effective. Accordingly, pursuant to General Instruction E of Form
S-8, the registration statements on Forms S-8 (File Nos. 33-87274 and 33-48478)
filed with the Securities and Exchange Commission on December 12, 1994 and June
16, 1992, respectively, and Post-Effective Amendment No. 1 to File No. 33-87274
filed on Form S-8 on April 18, 1996 are hereby incorporated by reference, except
to the extent superceded hereby. This Registration Statement should also be
considered Post-Effective Amendment No. 2 to those registration statements and
amendment.
PART I
INFORMATION REQUIRED
IN SECTION 10(a) PROSPECTUS
As permitted by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), the information required by Part I of Form S-8 is not being
included in this Registration Statement (by incorporation by reference or
otherwise).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents have been filed by the Registrant with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and are hereby incorporated by reference:
(1) Annual Report on Form 10-K for the fiscal year ended December 31, 2000
which contains audited financial statements for the most recent year
for which such statements have been filed;
(2) Quarterly Reports on Form 10-Q for the quarterly periods ended March
31, 2001, June 30, 2001 and September 30, 2001;
(3) Current Reports on Form 8-K filed on September 24, 2001, July 24, 2001
and March 2, 2001;
(4) Registration Statement on Form S-8 (registration no. 33-48478) filed
on June 16, 1992;
(5) Registration Statement on Form S-8 (registration no. 33-87274) filed
on December 12, 1994;
(6) Post-Effective Amendment No. 1 to Registration Statement on Form S-8
(registration no. 33-87274) filed on April 18, 1996; and
(7) Annual Reports for the Savings Plans on Forms 11-K for the fiscal year
ended December 31, 2000 which contain audited financial statements for
the most recent year for which such statements have been filed.
All documents filed by Praxair with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
registration statement and prior to the termination of the offering of the
Common Stock offered hereby shall be deemed to be incorporated by reference
herein and to be a part hereof from the date any such document is filed.
-2-
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. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Not applicable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5.1 Opinion of Cahill Gordon & Reindel
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Cahill Gordon & Reindel (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page to this Registration
Statement)
ITEM 9. UNDERTAKINGS.
Not applicable.
-3-
SIGNATURES
Pursuant to the requirements of the Securities Act, Praxair, Inc. 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 the 22nd day of January, 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)
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SIGNATURES
Each person whose signature appears below appoints David H. Chaifetz as his
or her 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
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, 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 January 22, 2002
--------------------------------- Executive Officer (Principal Executive Officer)
Dennis H. Reilley
/s/ George P. Ristevski Vice President and Controller January 22, 2002
--------------------------------- (Principal Accounting Officer)
George P. Ristevski
/s/ Alejandro Achaval Director January 22, 2002
---------------------------------
Alejandro Achaval
/s/ Dale F. Frey Director January 22, 2002
---------------------------------
Dale F. Frey
/s/ Claire W. Gargalli Director January 22, 2002
---------------------------------
Claire W. Gargalli
Director
---------------------------------
Ronald L. Kuehn, Jr.
/s/ Raymond W. LeBoeuf Director January 22, 2002
---------------------------------
Raymond W. LeBoeuf
/s/ Benjamin F. Payton Director January 22, 2002
---------------------------------
Benjamin F. Payton
/s/ G. Jackson Ratcliffe, Jr. Director January 22, 2002
------------------------------------
G. Jackson Ratcliffe, Jr.
/s/ Wayne T. Smith Director January 22, 2002
---------------------------------
Wayne T. Smith
/s/ H. Mitchell Watson, Jr. Director January 22, 2002
---------------------------------
H. Mitchell Watson, Jr.
/s/ William A. Wise Director January 22, 2002
---------------------------------
William A. Wise
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SIGNATURES
Pursuant to the requirements of the Securities Act, the trustees have 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 22nd day of January, 2002.
THE SAVINGS PROGRAM FOR EMPLOYEES OF PRAXAIR, INC.
AND PARTICIPATING SUBSIDIARY COMPANIES
By: /s/ James S. Sawyer
---------------------------------------------
Name: James S. Sawyer
Title: Member of the Administrative Committee
Pursuant to the requirements of the Securities Act, the trustees have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Gurabo, Puerto Rico, on
the 23rd day of January, 2002.
THE SAVINGS PROGRAM FOR EMPLOYEES OF PRAXAIR PUERTO
RICO, INC. AND ITS PARTICIPATING SUBSIDIARIES
By: /s/ James J. Kelly
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Name: James J. Kelly
Title: President, Praxair Puerto Rico, Inc.
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EXHIBIT INDEX
Exhibit
Number Exhibit
5.1 Opinion of Cahill Gordon & Reindel
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Cahill Gordon & Reindel (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page to this Registration
Statement)
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Exhibit 5.1
[LETTERHEAD OF CAHILL GORDON & REINDEL]
January 23, 2002
(212) 701-3000
Praxair, Inc.
39 Old Ridgebury Road
Danbury, CT 06810-5110
Re: Praxair, Inc.
Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as special counsel to Praxair, Inc., a Delaware company (the
"Company"), in connection with its registration statement on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, with respect to up to 4,000,000
additional common shares, par value $0.01 per share (the "Common Stock"), of the
Company which are issuable under the Company's Savings Program for Employees of
Praxair, Inc. and Participating Subsidiary Companies and The Savings Program for
Employees of Praxair Puerto Rico, Inc. and its Participating Subsidiaries
(collectively, the "Savings Plans").
We advise you that, in our opinion, upon the issuance of Common Stock in
accordance with the terms of the Savings Plans and receipt by the Company of the
consideration for such shares in accordance with the terms of the Savings Plans,
the Common Stock so issued will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ Cahill Gordon & Reindel
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CAHILL GORDON & REINDEL
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 8, 2001, except as to Note 9,
which is as of February 21, 2001 relating to the financial statements, which
appears in the 2000 Annual Report to Shareholders of Praxair, Inc., which is
incorporated by reference in Praxair, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 2000.
We also consent to the incorporation by reference in this Registration Statement
of our reports dated June 11, 2001 relating to the financial statements, which
appear in the Annual Reports of The Savings Program for Employees of Praxair,
Inc. and Participating Subsidiary Companies and The Savings Program for
Employees of Praxair Puerto Rico, Inc. and its Participating Subsidiaries on
Forms 11-K for the year ended December 31, 2000.
/s/ PricewaterhouseCoopers LLP
Stamford, Connecticut
January 23, 2002