QuickLinks -- Click here to rapidly navigate through this document

As filed with the Securities and Exchange Commission on May 5, 2004
Registration No. 333-            



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
(State or Other Jurisdiction of Incorporation or Organization)
  06-1249050
(I.R.S. Employer Identification No.)

39 Old Ridgebury Road
Danbury, CT 06810-5113
(Address of Principal Executive Offices)

2002 Praxair, Inc. Long Term Incentive Plan
(Full Title of the Plan)

David H. Chaifetz
Vice President, General Counsel and Secretary
Praxair, Inc.
39 Old Ridgebury Road
Danbury, CT 06810-5113
(Name and Address of Agent for Service)

(203) 837-2000
(Telephone Number, Including Area Code, of Agent for Service)


CALCULATION OF REGISTRATION FEE(1)

Title of Securities
To Be Registered

  Amount To Be
Registered

  Proposed Maximum
Offering Price Per
Share(2)

  Proposed Maximum
Aggregate Offering
Price(2)

  Amount of
Registration Fee

Common Stock, $0.01 par value(3)   15,800,000 shares   $ 36.83   $ 581,914,000   $ 73,728.50

(1)
This Registration Statement on Form S-8 is being filed pursuant to Rule 429 under the Securities Act of 1933, as amended (the "Securities Act"). 15,800,000 shares (7,900,000 shares prior to the stock split effectuated on December 15, 2003) of Common Stock of Praxair, Inc. were previously registered, and an aggregate fee of $91,215 was previously paid, under our Registration Statement on Form S-8 (Registration No. 333-64608), which is hereby combined with this Registration Statement under Rule 429 of the Securities Act.

(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. The price per share is estimated based on the average of the high and low trading prices for Praxair, Inc.'s Common Stock on April 30, 2004, as reported by the New York Stock Exchange on April 30, 2004.

(3)
Includes the Common Stock Purchase Rights associated therewith.





EXPLANATORY NOTE

        The purpose of this Registration Statement on Form S-8 of Praxair, Inc. (the "Registrant") is to register an additional 15,800,000 shares of the Registrant's common stock, par value $0.01 per share (the "Common Stock"), issuable pursuant to the Registrant's 2002 Praxair, Inc. Long Term Incentive Plan (the "Plan"). The contents of Registration Statement on Form S-8 (Registration No. 333-64608), previously filed by the Registrant and relating to 15,800,000 shares (7,900,000 shares prior to the stock split effectuated on December 15, 2003) of the Common Stock to be offered pursuant to the Plan, are incorporated by reference hereto pursuant to General Instruction E to Form S-8.

        The document(s) containing the information concerning the Plan specified in Part I of the instructions to Registration Statement on Form S-8 have been or will be sent or given to the participants in the Plan, as specified by Rule 428(b)(1) under the Securities Act of 1933 (the "Securities Act"). In accordance with the Note to Part I of the instructions to Registration Statement on Form S-8, such documents are not filed with the Securities and Exchange Commission either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

2



PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents have been filed by 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:

Item 8. Exhibits.

Exhibit
Number

  Description

  4.1

 

Restated 2002 Praxair, Inc. Long Term Incentive Plan

  5.1

 

Opinion of Kelley Drye & Warren LLP regarding the legality of the securities being registered hereunder.

23.1

 

Consent of PricewaterhouseCoopers LLP, Independent Accountants.

23.2

 

Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).

24.1

 

Power of Attorney (included on the signature page hereof).

3



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 5th day of May, 2004.

    PRAXAIR, INC.

 

 

By:

/s/  
JAMES S. SAWYER      
Name:  James S. Sawyer
Title:    Senior Vice President and Chief Financial Officer

        Each person whose signature appears below appoints James S. Sawyer and 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) 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.

4



        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      
Dennis H. Reilley
  Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)   April 27, 2004

/s/  
JAMES S. SAWYER      
James S. Sawyer

 

Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 

April 27, 2004

/s/  
ALEJANDRO ACHAVAL      
Alejandro Achaval

 

Director

 

April 27, 2004

/s/  
CLAIRE W. GARGALLI      
Claire W. Gargalli

 

Director

 

April 27, 2004

/s/  
RONALD L. KUEHN, JR.      
Ronald L. Kuehn, Jr.

 

Director

 

April 27, 2004

/s/  
RAYMOND W. LEBOEUF      
Raymond W. LeBoeuf

 

Director

 

April 27, 2004

/s/  
BENJAMIN F. PAYTON      
Benjamin F. Payton

 

Director

 

April 27, 2004

/s/  
G. JACKSON RATCLIFFE, JR.      
G. Jackson Ratcliffe, Jr.

 

Director

 

April 27, 2004

/s/  
WAYNE T. SMITH      
Wayne T. Smith

 

Director

 

April 27, 2004

/s/  
H. MITCHELL WATSON, JR.      
H. Mitchell Watson, Jr.

 

Director

 

April 27, 2004

5



EXHIBIT INDEX

Exhibit
Number

  Description

4.1

 

Restated 2002 Praxair, Inc. Long Term Incentive Plan

5.1

 

Opinion of Kelley Drye & Warren LLP regarding the legality of the securities being registered hereunder.

23.1

 

Consent of PricewaterhouseCoopers LLP, Independent Accountants.

23.2

 

Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).

24.1

 

Power of Attorney (included on the signature page hereof).

6




QuickLinks

EXPLANATORY NOTE
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES
EXHIBIT INDEX