-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NbER/VSN0Ts+f98IPQgXKzeQZ865Utv3GimitMTttdKn6r6shg5c4RoYyITUQQo5 jROMN3Dt/2K7fXP1yhXT/g== 0000893220-08-002989.txt : 20081114 0000893220-08-002989.hdr.sgml : 20081114 20081113183525 ACCESSION NUMBER: 0000893220-08-002989 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081111 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081114 DATE AS OF CHANGE: 20081113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIRGAS INC CENTRAL INDEX KEY: 0000804212 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-INDUSTRIAL MACHINERY & EQUIPMENT [5084] IRS NUMBER: 560732648 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09344 FILM NUMBER: 081186488 BUSINESS ADDRESS: STREET 1: 259 N. RADNOR-CHESTER ROAD STREET 2: SUITE 100 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 6106875253 MAIL ADDRESS: STREET 1: 259 N. RADNOR-CHESTER ROAD STREET 2: SUITE 100 CITY: RADNOR STATE: PA ZIP: 19087 8-K 1 w71613e8vk.htm FORM 8-K e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
November 11, 2008
AIRGAS, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   1-9344   56-0732648
(State or other
jurisdiction of
incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)
259 North Radnor-Chester Road, Suite 100
Radnor, PA 19087-5283
(Address of principal executive offices)
Registrant’s telephone number, including area code: (610) 687-5253
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
 
 

 


 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
     On November 11, 2008, the Board of Directors (the “Board”) of Airgas, Inc. (the “Company”) elected Ellen C. Wolf as a member of the Board to fill the vacancy created by the untimely passing of William O. Albertini, in June 2008. Ms. Wolf will stand for election at the Company’s 2009 annual meeting of stockholders. Ms. Wolf has also been appointed to serve as a member of the Company’s Audit Committee, replacing W. Thacher Brown, who had been appointed to the Audit Committee on an interim basis. Upon her election as director, Ms. Wolf was granted options to purchase 4,773 shares of the Company’s common stock under the Company’s 2008 Equity Incentive Plan at an exercise price of $35.90 per share. The options are fully-vested and have an eight-year term. Ms. Wolf, 54, is currently senior vice president and chief financial officer of American Water Works Company, Inc. (NYSE: AWK). Ms. Wolf originally joined American Water, the largest investor-owned U.S. water and wastewater utility company based in Voorhees, NJ, in May 1999, as vice president and chief financial officer. Prior to her return to American Water in March of 2006 as the company’s senior vice president and chief financial officer, Ms. Wolf served from 2003 to 2006 as senior vice president and chief financial officer for USEC, Inc. (NYSE: USU), the Bethesda, MD-based global energy company. From 1995 to 1999, Ms. Wolf served as vice president-treasurer for Bell Atlantic Corporation. Ms. Wolf began her career with Bell Atlantic in 1987 as director — financial reporting and served in various financial positions including vice president — finance and planning and chief financial officer for Bell Atlantic Mobile, 1994 to 1995, and executive director — strategic planning and business development for Bell Atlantic Enterprises International, 1991 to 1994. Prior to joining Bell Atlantic, Ms. Wolf worked for Deloitte Haskins and Sells. Currently, Ms. Wolf serves on the boards of C&D Technologies, Inc., Water for People and the National Association of Water Companies. The press release announcing Ms. Wolf’s election as a Director is attached as Exhibit 99.1 and is incorporated herein by reference.
     During the 2008 fiscal year and subsequently here to, the Company was not engaged in any transaction or series of similar transactions, or any currently proposed transaction or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a participant (1) in which the amount involved exceeds $120,000 and (2) in which Ms. Wolf or members of her immediate family, had or will have, a direct or indirect material interest.
     The Company does have business relationships with the corporations, noted above, in which Ms. Wolf is currently a director or executive officer. In all instances, the Company enters into these arrangements in the ordinary course of business and each party provides to, or receives from, the other the relevant goods and services on a non-exclusive basis at arms-length negotiated rates. In addition, Ms. Wolf was not directly involved with the negotiation or consummation of any such arrangements. Ms. Wolf did not receive any compensation from the other corporations that are directly linked to the Company-related business arrangements.
Item 9.01 Financial Statements and Exhibits.
(a) None
(b) None
(c) None
(d) Exhibits
99.1   Press Release dated November 11, 2008

 


 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
Dated: November 12, 2008
  Airgas, Inc.
(Registrant)
   
 
       
 
  /s/ Thomas M. Smyth
 
Thomas M. Smyth
   
 
  Vice President and Controller    
 
  (Principal Accounting Officer)    

 

EX-99.1 2 w71613exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
         
(AIRGAS LOGO)
  News Release   Airgas, Inc.
259 N. Radnor-Chester Road
Suite 100
Radnor, PA 19087-5283
www.airgas.com
     
Media Contact:   Investor Contact:
Jay Worley (610) 902-6206   Barry Strzelec (610) 902-6256
jay.worley@airgas.com   barry.strzelec@airgas.com
For release:      Immediately
Airgas Names Ellen C. Wolf to Board of Directors
RADNOR, PA – November 11, 2008 – Airgas, Inc. (NYSE: ARG) today announced that its Board of Directors has elected Ellen C. Wolf, senior vice president and chief financial officer of American Water (NYSE: AWK), to fill the vacancy created by the untimely passing of Director William O. Albertini in June, 2008. Wolf has also been appointed to serve as a member of the Audit Committee, replacing W. Thacher Brown, who had been appointed to the Audit Committee in the wake of Albertini’s passing. Wolf’s term begins immediately and will expire at the 2009 Annual Meeting.
“We are very pleased to welcome Ellen Wolf to the Board of Directors,” said Airgas Chairman and Chief Executive Officer Peter McCausland. “Her experience as a public company chief financial officer will complement the expertise of our other Board members. We look forward to her contributions to the Board and to the Audit Committee.”
Wolf originally joined American Water, the largest investor-owned U.S. water and wastewater utility company based in Voorhees, NJ, in May 1999, as vice president and chief financial officer. Prior to her return to American Water in March of 2006 as the company’s senior vice president and chief financial officer, Wolf served from 2003 to 2006 as senior vice president and chief financial officer for USEC, Inc. (NYSE: USU), the Bethesda, MD-based global energy company, and as vice president-treasurer for Bell Atlantic Corporation from 1995 to 1999. Wolf began her career with Bell Atlantic in 1987 as director — financial reporting and served in various financial positions including vice president — finance and planning and chief financial officer for Bell Atlantic Mobile, 1994 to 1995, and executive director — strategic planning and business development for Bell Atlantic Enterprises International, 1991 to 1994. Prior to joining Bell Atlantic, Wolf worked for Deloitte Haskins and Sells.

 


 

About Airgas, Inc.
Airgas, Inc. (NYSE: ARG), through its subsidiaries, is the largest U.S. distributor of industrial, medical, and specialty gases, and hardgoods, such as welding equipment and supplies. Airgas is also one of the largest U.S. distributors of safety products, the largest U.S. producer of nitrous oxide and dry ice, the largest liquid carbon dioxide producer in the Southeast, and a leading distributor of process chemicals, refrigerants, and ammonia products. More than 14,000 employees work in over 1,100 locations, including branches, retail stores, gas fill plants, specialty gas labs, production facilities and distribution centers. Airgas also distributes its products and services through eBusiness, catalog and telesales channels. Its national scale and strong local presence offer a competitive edge to its diversified customer base. For more information, please visit www.airgas.com.
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