-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, bP+TFn6lgAV2/KyoKUIjozp2MasTF/7YpU5x1Qw/AWL4PP0xApCevNdH29DUNc8H Uii/Sf6b3vHTZyD0v6DT9Q== 0000804212-95-000004.txt : 19950414 0000804212-95-000004.hdr.sgml : 19950412 ACCESSION NUMBER: 0000804212-95-000004 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950406 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIRGAS INC CENTRAL INDEX KEY: 0000804212 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CHEMICALS & ALLIED PRODUCTS [5160] IRS NUMBER: 560732648 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 033-57893 FILM NUMBER: 95527177 BUSINESS ADDRESS: STREET 1: 100 MATSONFORD RD STE 550 STREET 2: 5 RADNOR CORPORATE CENTER CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 2156875253 MAIL ADDRESS: STREET 1: 5 RADNOR CORPORATE CENTER, STE 550 STREET 2: 100 MATSONFORD ROAD CITY: RADNOR STATE: PA ZIP: 19087 S-3/A 1 PRE-EFF.AMEND.TO FORM S-3 1 As filed with the Securities and Exchange Commission on April 6, 1995. Registration No. 33-57893 ______________________________________________________________________________ ______________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ AMENDMENT NO. 1 TO FORM S-3 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 incorporation or organization) Identification No.) Five Radnor Corporate Center, Suite 550 100 Matsonford Road Radnor, Pennsylvania 19087 (610) 687-5253 _________________________________________________________________ (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) _____________ TODD R. CRAUN, ESQUIRE AIRGAS, INC. Five Radnor Corporate Center, Suite 550 100 Matsonford Road Radnor, Pennsylvania 19087 (610) 687-5253 ___________________________________________________ (Address, including zip code, and telephone number, including area code, of agent for service) _____________ Copy to: NANCY D. WEISBERG, ESQ. MCCAUSLAND, KEEN & BUCKMAN Five Radnor Corporate Center, Suite 500 100 Matsonford Road Radnor, Pennsylvania 19087 2 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. /____/ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / X / _____________ CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of maximum maximum each class Amount offering aggregate Amount of of securities to be price per offering registration to be registered registered share (1) price (1) fee _______________ __________ _________ _________ ____________ Common Stock, $.01 par value per share 36,215 $26.125 $946,117 $296 (1) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457 based upon the average of the low and high prices of Registrant's Common Stock on March 31, 1995 on the New York Stock Exchange. The registration fee in the amount of $637 for the balance of the shares was previously paid.
_____________ 3 AIRGAS, INC. CROSS REFERENCE SHEET PURSUANT TO ITEM 501(b) OF REGULATION S-K
Item No. Form S-3 Caption Prospectus Page or Caption ________ ________________ __________________________ 1. Forepart of the Registration Facing Page; Cross Reference Statement and Outside Front Sheet; Outside Front Cover Page Cover Page of Prospectus 2. Inside Front and Outside Back Inside Front Cover Page; Outside Cover Pages of Prospectus Back Cover Page 3. Summary Information, Risk Not Applicable Factors and Ratio of Earnings to Fixed Charges 4. Use of Proceeds Use of Proceeds 5. Determination of Offering Price Not Applicable 6. Dilution Not Applicable 7. Selling Security Holders Selling Stockholders 8. Plan of Distribution Plan of Distribution 9. Description of Securities to be Incorporated by Reference from Registered the Registrant's Registration Statement on Form 8-A 10. Interests of Named Experts and Legal Matters Counsel 11. Material Changes Not Applicable 12. Incorporation of Certain Incorporation by Reference Information by Reference 13. Disclosure of Commission Position Not Applicable on Indemnification for Securities Act Liabilities
4 PROSPECTUS __________ AIRGAS, INC. 116,337 Shares of Common Stock Up to 116,337 shares (the "Shares") of Airgas, Inc. (the "Company") common stock, par value $.01 per share (the "Common Stock"), may be offered from time to time under this Prospectus by certain stockholders of the Company (the "Selling Stockholders"). The Shares may be issued by the Company to the Selling Stockholders, pursuant to the acquisition of companies of which the Selling Stockholders were stockholders. See "Selling Stockholders." The issuance of the Shares by the Company to the Selling Stockholders is not being registered hereunder. Only the resale of the Shares by the Selling Stockholders is covered by this Prospectus. Any such sales may be in one or more transactions to be executed on the New York Stock Exchange, on any other exchange on which the Common Stock may be traded or in the over-the-counter market at prices prevailing at the times of such sales or in private sales at prices related to the prevailing market prices or at negotiated prices. See "Plan of Distribution." The Common Stock is traded on the New York Stock Exchange. The last reported sale price of the Common Stock, on April 4, 1995, as reported on the New York Stock Exchange, was $26.375 per share. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is April 7, 1995. 5 AVAILABLE INFORMATION _____________________ Airgas, Inc. is subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices located at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and Seven World Trade Center, New York, New York 10048. Copies of such materials can be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Company's Common Stock is listed on the New York Stock Exchange and reports, proxy statements and other information concerning the Company can be inspected and copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. The Company has filed with the Commission a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") with respect to the Common Stock being offered by this Prospectus. This Prospectus does not contain all of the information set forth in the Registration Statement, certain portions of which have been omitted as permitted by the rules and regulations of the Commission. Statements contained in this Prospectus concerning any contract or other document filed with or incorporated by reference in the Registration Statement are not necessarily complete, each statement being qualified in all respects by such reference. For further information regarding the Company and the Common Stock, reference is made to the Registration Statement, including the documents and exhibits filed or incorporated as a part thereof, which may be inspected without charge at the office of the Commission at 450 Fifth Street, N.W., Washington, DC 20549, and copies of all or any part thereof may be obtained from such office upon payment of the fees prescribed by the Commission. 6 INCORPORATION BY REFERENCE __________________________ The following documents filed by the Company with the Commission (File No. 1-9344) are incorporated herein by reference: (1) The Company's annual report on Form 10-K for the fiscal year ended March 31, 1994; (2) The Company's quarterly reports on Form 10-Q for the quarters ended June 30, 1994, September 30, 1994, and December 31, 1994; (3) All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act since March 31, 1994; and (4) The description of the Company's Common Stock contained in the Company's registration statement on Form 8-A effective under Section 12(b) of the Exchange Act on December 19, 1986. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the termination of the offering made herein, shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. The Company will provide without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, upon the written or oral request of such person, a copy of any and all information that has been incorporated by reference in this Prospectus (but not including exhibits to the information that is incorporated by reference unless such exhibits are specifically incorporated by reference in the information that this Prospectus incorporates), each such request to be addressed as follows: Todd R. Craun, Esquire, Airgas Inc., Five Radnor Corporate Center, Suite 550, 100 Matsonford Road, Radnor, Pennsylvania 19087, (610) 687-5253. 7 THE COMPANY ___________ The Company distributes industrial, medical, and specialty gases and a wide selection of name-brand welding equipment, accessories and industrial protective equipment. The Company believes that its industrial gas distribution network is the largest industrial gas distribution system in the United States. The Company's principal business strategy is to continue to expand its industrial gas distribution network, primarily through an aggressive program of acquiring independent distributors. The Company also manufactures and sells acetylene, nitrous oxide, carbon products and calcium carbide. THE OFFERING ____________ The Shares offered hereby are being offered by the Selling Stockholders, who were formerly stockholders of Aerocare Home Medical Limited, which subsequently changed its name to Airgas Ontario Inc. ("Ontario"), or Hobart North Welding Supply, Inc. ("Hobart"). Six of the Selling Stockholders (the "Ontario Stockholders") were formerly stockholders of Ontario, which was acquired by the Company on December 29, 1993. Pursuant to the Share Purchase Agreement between the Company and the Ontario Stockholders, the Ontario Stockholders may receive contingent payments in 1995, 1996 and 1997 based on Ontario's performance during the periods ending December 31, 1994, 1995 and 1996. The Selling Stockholders may receive contingent payments aggregating up to Canadian $2,400,000 payable in cash or the Company's Common Stock, at the stockholders' election, with the stock payable at the rate of U.S. $22.50, $24.13 and $25.38 per share in 1995, 1996 and 1997, respectively. Two of the Selling Stockholders (the "Hobart Stockholders") were formerly stockholders of Hobart, which was acquired by the Company in May 1994. Pursuant to the Agreement and Plan of Reorganization between the Company and the Hobart Stockholders, the Hobart Stockholders received a total of 36,215 shares of the Company's Common Stock. The purchase agreements between the Company and each of Ontario and Hobart provide the Selling Stockholders with certain registration rights. The registration statement of which this Prospectus is a part has been filed by the Company in satisfaction of the Company's obligations to register the Shares for sale by the Selling Stockholders pursuant to the registration rights provided under such agreements. USE OF PROCEEDS _______________ The Company will receive no proceeds from any sales of the Shares by the Selling Stockholders. 8 The Company will pay all fees and expenses incurred by the Company in connection with registering the Shares for sale under the Securities Act. PLAN OF DISTRIBUTION ____________________ The Company has been advised by the Selling Stockholders that they or, in the event of the death of a Selling Stockholder, the Selling Stockholder's personal representative, may sell all, or a portion or none of the Shares registered for sale by them hereunder from time to time. Any such sales may be in one or more transactions to be executed on the New York Stock Exchange, on any other exchange on which the Common Stock may be traded or in the over-the-counter market at prices prevailing at the times of such sales or in private sales at prices related to the prevailing market prices or at negotiated prices. The sales may involve (a) a block transaction in which the broker or dealer so engaged will attempt to sell the Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (b) purchases as a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this Prospectus; (c) an exchange distribution in accordance with the rules of such exchange; and (d) ordinary brokerage transactions and transactions in which the broker solicits purchases. The Selling Stockholders have advised the Company that in the event that their sales of the Shares are deemed to be a "distribution" for purposes of Rule 10b-6 promulgated under the Securities and Exchange Act of 1934, they will comply with the provisions of the rule, if applicable. Broker-dealers may receive compensation in the form of underwriting discounts, concessions or commissions (which compensation may be in excess of customary commissions). The Selling Stockholders and any broker-dealers that participate in the distribution of the Shares may be deemed to be underwriters and any commissions received by them and any profit on the resale of the Shares positioned by them might be deemed to be underwriting discounts and commissions under the Securities Act of 1933. In the event that a Selling Stockholder engages an underwriter in connection with the sale of Shares, the Selling Stockholder has agreed to file with the Commission, as an exhibit to the registration statement of which this Prospectus is a part, an underwriting agreement, if any, entered into with such underwriter and to disclose any compensation arrangement between the Selling Stockholder and the underwriter in a supplement to this Prospectus or, if required, in a post-effective amendment to the registration statement of which this Prospectus is a part. Any shares covered by this Prospectus which qualify for sale pursuant to Rule 144 promulgated under the Securities Act of 1933 may be sold under Rule 144 rather than pursuant to this Prospectus. 9 SELLING STOCKHOLDERS The following table sets forth certain information with respect to beneficial ownership of the Company's Common Stock as of January 31, 1995, and as adjusted to reflect the sale of the Shares by the Selling Stockholders. None of the individuals identified below owns more than 1% of the Company's outstanding Common Stock as of the date of this Prospectus. Unless otherwise indicated, the Selling Stockholders listed possess sole voting and investment power with respect to the shares listed.
Number of Shares Beneficially Shares Number of Shares Owned Prior Being Beneficially Owned Selling Stockholders to the Offering Offered (1) After the Offering (1) ____________________ ________________ _________ ____________________ John W. Adams (2) 17,266 (3) 17,266 (3) - Gordon B. Carmichael (4) 7,684 (3) 7,684 (3) - Douglas B. DeVries (4) 17,266 (3) 17,266 (3) - James B. Gibson (4) 17,266 (3) 17,266 (3) - Lawrence R. Kuhnert (4) 17,266 (3) 17,266 (3) - Geoffrey C. Pulford (5) 4,006 (3)(6)(7) 3,374 (3) 632 (6)(7) Thomas N. Mors (8) 18,608 18,108 500 John A. Mors (9) 18,177 18,107 70 (1) Assumes that the Selling Stockholders sell all of the Shares being offered. (2) Mr. Adams has served as a Director of Ontario since December 31, 1993 and prior thereto served as Chairman of the Board and a director for a period in excess of three years ending on December 29, 1993. (3) Includes the shares issuable in connection with the Company's acquisition of Ontario, assuming the payment of the full amount of the contingent payments aggregating Canadian $2,400,000 payable in three installments of Canadian $800,000 on each of February 27, 1995, February 27, 1996 and February 27, 1997. The payments are subject to reduction as provided in the purchase agreement in the event that the operating profit (as defined in the agreement) of Ontario fails to achieve certain levels specified in the agreement. Since the contingent payments are payable in Canadian dollars and the Company's Common Stock is issuable to the Selling Stockholders at a rate based upon U.S. dollars, the number of shares issuable to the Selling Stockholders will change with fluctuations in the U.S./Canadian dollar exchange rate. For purposes of this table, the number of shares issuable in 1995 is based upon the exchange rate of Canadian $1.00 for U.S. $0.7103 on December 31, 1994, and the number of shares issuable in 1996 and 1995 is calculated based upon an assumed exchange rate of Canadian $1.00 for U.S. $0.85, which is subject to adjustment based upon the actual exchange rate on December 31, 1995 and 1996. The shares of the Company's Common Stock are issuable at the rate of U.S. $22.50, $24.13 and $25.38 per share in 1995, 1996 and 1997, respectively. (4) The following persons held the positions in Ontario indicated below for a period in excess of three years ending on December 29, 1993, the date of acquisition of Ontario by the Company: Mr. Carmichael, Secretary and a director; Mr. DeVries, Vice President and a director; Mr. Gibson, President and a director; and Mr. Kuhnert, Treasurer and a director. 10 (5) Mr. Pulford has served as President of Ontario since December 29, 1993, and prior thereto served as Vice President and General Manager for a period in excess of three years ending on December 29, 1993. (6) Does not include shares of Airgas Common Stock which may be issued to Mr. Pulford upon the exchange of Ontario shares acquired by Mr. Pulford from the Company pursuant to an exchange rights agreement. (7) Includes 500 shares issuable upon exercise of options. (8) Mr. Thomas Mors served as Vice President of Hobart from July 1986 to May 1994. (9) Mr. John Mors served as President of Hobart from July 1986 to May 1994.
The Company is not able to determine, at this time, the number of Shares that ultimately will be issued upon the payment of the contingent payments to the Ontario Stockholders, since that amount is based on the operating profit of Ontario and on future exchange rates of the Canadian and U.S. dollars. Transfer Agent and Registrar ____________________________ The Transfer Agent and Registrar for the Company's Common Stock is The Bank of New York. LEGAL MATTERS _____________ The validity of the Common Stock offered hereby will be passed upon for the Selling Stockholders by McCausland, Keen & Buckman, Radnor, Pennsylvania. Certain attorneys of McCausland, Keen & Buckman beneficially own, in the aggregate, 21,010 shares of the Company's Common Stock and warrants to purchase 33,500 shares of the Common Stock. EXPERTS _______ The consolidated financial statements and schedules of Airgas, Inc. as of March 31, 1994 and 1993, and for each of the years in the three-year period ended March 31, 1994, have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG Peat Marwick, LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. 11 No dealer, salesman or other person has been authorized to give any information or to make any representations not contained in this Prospectus in connection with the offer contained herein, and, if given or made, such information or representation must not be relied upon as having been authorized by the Company or Selling Stockholder. This Prospectus does not constitute an offer to sell, or a AIRGAS, INC solicitation of an offer to buy any securities offered hereby in any jurisdiction to any person to whom it is not lawful to make any such offer or solicitation in such 116,337 Shares of Common Stock jurisdiction. Neither the delivery of this Prospectus nor any sale made hereunder shall, Common Stock under any circumstances, create an implication that there has been no change in the affairs of the Company since the date hereof or that the information contained herein is correct as of any time subsequent to its date. ______________________ TABLE OF CONTENTS Available Information. . . . 2 Incorporation By Reference . 3 ___________________________ The Company. . . . . . . . . 4 The Offering . . . . . . . . 4 Use of Proceeds. . . . . . . 4 PROSPECTUS Plan of Distribution . . . . 5 Selling Stockholders . . . . 6 ___________________________ Legal Matters. . . . . . . . 7 Experts. . . . . . . . . . . 7 April 7, 1995 12 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ______________________________________ ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth estimated expenses in connection with the issuance and distribution of the securities being registered: Registration Fee . . . . . . . $ 933 * NYSE Listing Fee . . . . . . . 1,500 Printing and Engraving . . . . 1,000 Accounting Fees. . . . . . . . 3,000 Legal Fees . . . . . . . . . . 10,000 Miscellaneous. . . . . . . . . 5,000 Total . . . . . . . . . . 21,433 ______________________________ * Actual ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Delaware General Corporation Law permits the indemnification by a Delaware corporation of its directors, officers, employees, and other agents against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative, or investigative (other than derivative actions which are by or in the right of the corporation) if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was illegal. A similar standard of care is applicable in the case of derivative actions, except the indemnification only extends to expenses (including attorneys' fees) incurred in connection with defense or settlement of such an action and requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The Company's articles of incorporation provide that each person who was or is made a party to, or is involved in, any action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Company (or was serving at the request of the Company as a director, officer, employee or agent for another entity) while serving in such capacity will be indemnified and held harmless by the Company to the full extent authorized or permitted by Delaware law. The articles also provide that the Company may purchase and maintain insurance and may also create a trust fund, grant a security interest and/or use other means (including establishing letters of credit, surety bonds and other similar arrangements) and may enter into contracts providing for indemnification, to ensure full payment of indemnifiable amounts. The Company has entered into such indemnification agreements with its directors and executive officers. 13 ITEM 16. EXHIBITS. [^] 5. Opinion and consent of McCausland, Keen & Buckman, counsel to the Company. 23. Consent of KPMG Peat Marwick, LLP. ** 24. Power of Attorney (see signature page) _______________________ ** Previously filed ITEM 17. UNDERTAKINGS. I. Rule 415 Offering. 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; (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 (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this 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 pursuant to this registration statement, 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. 14 II. Filings Incorporating Subsequent Exchange Act Documents by Reference. __________________________________________________________ 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 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered pursuant to this registration statement, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. III. Acceleration of Effectiveness - Indemnification Undertaking. ____________________________________________________________ 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 provisions described under Item 15 above, 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. 15 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 the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Delaware County, Pennsylvania, on April 5, 1995. AIRGAS, INC. By: /S/Peter McCausland _________________________________________ Peter McCausland, Chairman of the Board and Chief Executive Officer By: /S/Britton H. Murdoch __________________________________________ Britton H. Murdoch, Vice President/Finance and Chief Financial Officer By: /S/Jeffrey P. Cornwell __________________________________________ Jeffrey P. Cornwell, Corporate Controller 16 Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated. W. Thacher Brown* ______________________________ W. Thacher Brown, Director Frank B. Foster* ______________________________ Frank B. Foster, III, Director James M. Hoak, Jr.* ______________________________ James M. Hoak, Jr., Director Erroll C. Sult* ______________________________ Erroll C. Sult, Director Robert E. Naylor, Jr.* ______________________________ Robert E. Naylor, Jr., Director Robert L. Yohe* ______________________________ Robert L. Yohe, Director * Todd R. Craun, by signing his name hereto, does sign this Registration Statement on behalf of each of the indicated directors of the Registrant, pursuant to powers of attorney executed by each of such directors and filed with the Securities and Exchange Commission, on the date indicated. /S/Todd R. Craun Date: April 5, 1995 ______________________________ Todd R. Craun, Attorney-in-Fact EX-23 2 CONSENT OF INDEPENDENT AUDITORS 17 Consent of Independent Auditors _______________________________ The Board of Directors Airgas, Inc.: We consent to the use of our reports incorporated herein by reference and to the reference to our firm under the heading "Experts" in the prospectus. /S/ KPMG Peat Marwick, LLP Philadelphia, Pennsylvania April 3, 1995 EX-5 3 OPINION RE LEGALITY 19 April 5, 1995 VIA FEDERAL EXPRESS Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Airgas, Inc. SEC File No. 33-57893 _____________________ Dear Sir or Madam: We have acted as counsel to Airgas, Inc. (the "Company"), a Delaware corporation, in connection with the preparation and filing of a registration statement on Form S-3, which was filed with the Securities and Exchange Commission on March 1, 1995 and amended on the date hereof (the "Registration Statement"). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Registration Statement. The Registration Statement covers 116,337 shares of the Company's Common Stock, par value $.01 per share (the "Shares"), issued or issuable to the Selling Stockholders. Of the total number of Shares covered by the Registration Statement, 61,579 Shares have been issued by the Company, and the balance of up to 54,758 Shares are issuable to six of the Selling Stockholders (the "Ontario Stockholders") in connection with contingent payments which are payable in 1996 and 1997 pursuant to a Share Purchase Agreement between the Company and the Ontario Stockholders (the "Agreement"). We have examined the Registration Statement, including the exhibits thereto, the Company's Certificate of Incorporation, as amended, the Company's By-Laws, as amended, the minutes of actions taken by the Board of Directors of the Company and such other instruments as we deemed necessary for the opinions rendered herein. In the foregoing examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the authenticity of all documents submitted to us as copies of originals. Based upon the foregoing, we are of the opinion that: 1. The 61,579 Shares that have been issued are validly issued, fully paid and non-assessable. 2. The 54,758 Shares that are issuable under the terms of the Agreement, when issued in accordance with the terms of the Agreement, will be validly issued, fully paid and non-assessable. 20 We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. We also consent to the reference to this firm under the heading "Legal Matters" in the Prospectus constituting a part of the Registration Statement. Sincerely, McCAUSLAND, KEEN & BUCKMAN By: /S/Nancy D. Weisberg _______________________________________ Vice President -----END PRIVACY-ENHANCED MESSAGE-----