-----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, MTzNxV0CXprtPlATEG0Vv2ghY/85WIYqZA/gDjYGHOdgoz+mATQTzFfzEc5VC85u NU886uElRbxlXOg4iMGA5w== 0000950142-96-000401.txt : 19960819 0000950142-96-000401.hdr.sgml : 19960819 ACCESSION NUMBER: 0000950142-96-000401 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960815 EFFECTIVENESS DATE: 19960903 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTOMATIC DATA PROCESSING INC CENTRAL INDEX KEY: 0000008670 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 221467904 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-10281 FILM NUMBER: 96616622 BUSINESS ADDRESS: STREET 1: ONE ADP BOULVARD CITY: ROSELAND STATE: NJ ZIP: 07068 BUSINESS PHONE: 2019945000 MAIL ADDRESS: STREET 1: ONE ADP BOULEVARD CITY: ROSELAND STATE: NJ ZIP: 07068 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on August 15,1996. Registration No. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AUTOMATIC DATA PROCESSING, INC. (Exact name of registrant as specified in its charter) DELAWARE 22-1467904 (STATE OR OTHER (I.R.S. EMPLOYER JURISDICTION OF INCORPORATION) IDENTIFICATION NO.) ONE ADP BOULEVARD ROSELAND, NEW JERSEY 07068 PHONE: (201) 994-5000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) EMPLOYEES' SAVING-STOCK OPTION PLAN (Full title of plan) JAMES B. BENSON, ESQ. CORPORATE VICE PRESIDENT AND GENERAL COUNSEL ONE ADP BOULEVARD ROSELAND, NEW JERSEY 07068 (201) 994-5000 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPY TO: RICHARD S. BORISOFF, ESQ. PAUL, WEISS, RIFKIND, WHARTON & GARRISON 1285 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 (212) 373-3000
CALCULATION OF REGISTRATION FEE SHARES PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION SHARES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE Common Stock, $.10 par value per share 750,000 $41.75 $31,312,500.00 $10,797.42
(1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457, based on the average of the high and low sales prices of the Common Stock on August 12, 1996 as reported on the New York Stock Exchange. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The information required in the Section 10(a) prospectus is included in documents being maintained and delivered by Automatic Data Processing, Inc. (the "Company") as required by Note 1 to Form S-8 and by Rule 428 under the Securities Act of 1933. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by the Company with the Securities and Exchange Commission (the "Commission"), are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1995; (b) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended September 30, 1995, December 31, 1995 and March 31, 1996; (c) The Company's Current Reports on Form 8-K filed with the Commission on August 31, 1995 and October 27, 1995, as amended by Current Reports on Form 8-K/A filed with the Commission on October 27, 1995 and October 27, 1995, respectively; and (d) the description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A under the Exchange Act, filed with the Commission on January 21, 1992, including all amendments and reports filed for the purpose of updating such description. All other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities registered hereby 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 part hereof from the date of filing of such documents. Item 4. DESCRIPTION OF SECURITIES. Not Applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the shares of the Company's Common Stock being registered pursuant hereto has been passed upon by James B. Benson, Esq., Corporate Vice President and General Counsel of the Company. Mr. Benson, a full-time employee of the Company, beneficially owns 31,881 shares of the Company's Common Stock. The consolidated financial statements of the Company and its subsidiaries contained in the documents incorporated by reference herein have been so incorporated by reference in reliance upon the report thereon of Deloitte & Touche, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Provision for indemnification of directors and officers is made in Section 145 of the Delaware General Corporation Law. Article Fifth, Sections 3 and 4 of the Company's Amended Restated Certificate of Incorporation provide as follows: "The Corporation shall indemnify all directors and officers of the Corporation to the full extent permitted by the General Corporation Law of the State of Delaware (and in particular Paragraph 145 thereof), as from time to time amended, and may purchase and maintain insurance on behalf of such directors and officers. In addition, the Corporation shall, in the manner and to the extent as the By-laws of the Corporation shall provide, indemnify to the full extent permitted by the General Corporation Law of the State of Delaware (and in particular Paragraph 145 thereof), as from time to time amended, such other persons as the By-laws shall provide, and may purchase and maintain insurance on behalf of such other persons." "A director of the Corporation shall not be held personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of any director of the Corporation existing at the time of, or for or with respect to any acts or omissions occurring prior to, such repeal or modification." Finally, Article XIV, Section 6 of the Company's By-laws provides as follows: "Section 6. Indemnification of Directors and Officers and Others: The Corporation shall indemnify all directors and officers of the Corporation to the full extent permitted by the General Corporation Law of the State of Delaware (and in particular Section 145 thereof), as from time to time amended, and may purchase and maintain insurance on behalf of such directors and officers. This indemnification applies to all directors and officers of the Corporation who sit on the boards of non-profit corporations in keeping with the Corporation's philosophy." "The Corporation shall indemnify any other person or employee who may have served at the request of the Corporation to the full extent permitted by the General Corporation Law of the State of Delaware (and in particular Section 145 thereof) so long as such person or employee acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and, further, so long as his actions were not in violation of corporate policies and directives." As permitted by Section 145 of the General Corporation Law of the State of Delaware and the Company's Certificate and By-Laws, the Company also maintains a directors and officers liability insurance policy which insures, subject to certain exclusions, deductibles and maximum amounts, directors and officers of the Company against damages, judgments, settlements and costs incurred by reason of certain acts committed by such persons in their capacities as directors and officers. Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. Item 8. EXHIBITS. 4.1 The Company's Employees' Saving-Stock Option Plan 4.2 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit (3)-#1 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1995) 4.3 By-laws of the Company, as amended (incorporated by reference to Exhibit (3)-#2 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1991) 4.4 Form of the Company's Common Stock Certificate (incorporated by reference to Exhibit 4.4 to Company's Registration Statement on Form S-3 filed with the Commission on January 21, 1992) 5.1 Opinion of James B. Benson, Esq. as to the legality of the securities being registered hereby 23.1 Consent of James B. Benson, Esq. (included in Exhibit 5.1) 23.2 Consent of Deloitte & Touche LLP Item 9. UNDERTAKINGS. 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 to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information 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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (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. 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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 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 registrant's Certificate of Incorporation or by- laws, by contract, 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. 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, or amendment thereto, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roseland, State of New Jersey, on the 14th day of August, 1996. AUTOMATIC DATA PROCESSING, INC. (Registrant) By /s/ ARTHUR F. WEINBACH ---------------------------------- Arthur F. Weinbach President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement, or amendment thereto, has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE /S/ ARTHUR F. WEINBACH President and Chief August 14, 1996 (Arthur F. Weinbach) Executive Officer (Principal Executive Officer) /S/ RICHARD J. HAVILAND Vice President, Finance (Principal August 14, 1996 (Richard J. Haviland) Financial Officer) /S/ JOSH S. WESTON Chairman of the Board August 14, 1996 (Josh S. Weston) /S/ GARY C. BUTLER Director August 14, 1996 (Josh S. Weston) /S/ JOSEPH A. CALIFANO, JR. Director August 14, 1996 (Joseph A. Califano, Jr.) /S/ LEON G. COOPERMAN Director August 14, 1996 (Leon G. Cooperman) Director August 14, 1996 (George H. Heilmeier) /S/ ANN DIBBLE JORDAN Director August 14, 1996 (Ann Dibble Jordan) /S/ HARVEY M. KRUEGER Director August 14, 1996 (Harvey M. Krueger) Director August 14, 1996 (Charles P. Lazarus) Director August 14, 1996 (Frederic V. Malek) /S/ HENRY TAUB Director August 14, 1996 (Henry Taub) Director August 14, 1996 (Laurence A. Tisch)
EX-4 2 EXHIBIT 4.1 Exhibit 4.1 AUTOMATIC DATA PROCESSING, INC. EMPLOYEES' SAVING - STOCK OPTION PLAN The following are the terms and restrictions of the Employees' Saving - Stock Option Plan ("the Plan"), as adopted by the Board of Directors of Automatic Data Processing, Inc. (the "Company") on January 29, 1996, for the French-based employees of the Company and its subsidiaries: 1.The Plan is granted for a period commencing January 1, 1996 and ending January 31, 1998 (the "Stock Option Period") to all employees of the Company's French subsidiaries having concluded an indefinite-term employment contract as of October 31, 1995. No employee shall be granted an option under this Plan if such employee, immediately after the option is granted, owns stock in the Company possessing 5% or more of the total combined voting power or value of all classes of stock of the Company. Persons eligible to participate in the Plan pursuant to this Section 1 are hereinafter called "Eligible Employees". 2.The maximum number of shares of Common Stock of the Company that may be issued and sold to all employees of the Company and its subsidiaries in France and outside of France under the Plan and comparable plans is 10,513,012. For each Eligible Employee, the maximum number of stock options he may elect to receive is limited to the nearest whole number of stock options determined by dividing (a) an amount equal to 10% of his gross annual base salary in effect on October 31, 1995 (bonuses and benefits in kind excluded), by (b) the price per share provided in Section 3 below, up to a maximum of 698 options. 3.The price at which the Eligible Employees may exercise their options to acquire shares of the Company is irrevocably fixed for all the duration of the Plan to $30.39 per share, corresponding to FRF 148.53 per share, using an exchange rate of FRF 4.8876 for $1. 4.The shares that the Eligible Employees may decide to acquire by exercising their options will be paid by monthly deductions from their salaries over a 23 calendar-month period commencing February 1, 1996 and ending December 31, 1997. Such deductions will correspond to FRF 6.46 per option and will bear interest at a rate linked with that of the French monetary rate. The funds collected from the Eligible Employees will be managed by a financial institution. 5.The Eligible Employees shall be entitled to exercise their stock options by written notice of exercise delivered to the ADP French subsidiary which employs them, from January 15 to January 31, 1998. 6.The Eligible Employees who have elected to benefit from stock options may withdraw from the Plan and cancel their election with respect to any or all of such stock options by written notice of cancellation delivered to the ADP French subsidiary which employs them, at any time during the Stock Option Period. If an Eligible Employee cancels his election as to part of the stock options, he shall continue to make the required installment payments with respect to the stock options which he has not cancelled. An Eligible Employee's rights with respect to the stock options which he has cancelled shall be to receive in cash, within 15 business days following the end of the calendar month during which he has delivered the notice of cancellation, the amount credited to his account with respect to such stock options, which amount will include any interest to which he may be entitled. 7.In order to minimize the exchange risks pertaining to the respective fluctuation of the French franc and the US dollar during the 23 calendar-month period referred to in Section 4 above, the following method will be applied if the Eligible Employees exercise their options to acquire shares of the Company: -if, at the expiration of the 23 calendar-month period, i.e. on December 31, 1997, the exchange rate between the French franc and the US $ is the same as the rate used to calculate the FRF equivalent of the price for the shares, i.e. FRF 4.8876 for US dollar 1 (the "Reference Rate"), there will be no adjustment; -if on the same date, the French franc is higher, the Eligible Employees will be reimbursed for the difference between the Reference Rate and the rate in effect on December 31, 1997; -if, on the same date, the French franc is lower, the Eligible Employees will have the option either: * to make an additional payment covering the difference between the rate in effect on December 31, 1997 and the Reference Rate in order to exercise all their stock options; or * to exercise their stock options for a lower number of shares, corresponding to the US dollar equivalent of the FRF amounts credited to their accounts. 8.In the event of a stock dividend or a subdivision or combination of the shares of capital stock of the Company, the maximum number of shares which may thereafter be issued and sold under the Plan will be proportionately increased or decreased, the terms relating to the price at which options to acquire shares may be exercised will be appropriately adjusted, and such other action will be taken as in the opinion of the Board of Directors of the Company will be appropriate under the circumstances. In case of reclassification or other change in the shares of capital stock of the Company, the Board of Directors of the Company will make appropriate adjustments. In the event that the Company is merged into another corporation, the Board of Directors of the surviving or acquiring corporation may, but shall not be required to, make such modification as is permissible and appropriate. 9.No option granted under the offering made pursuant to this Plan shall be transferrable by an Eligible Employee, and an Eligible Employee's rights under this offering shall be exercisable, during his lifetime, only by him. 10.Subject to the foregoing terms and restrictions, rules and regulations and other matters relating to the Plan may be prescribed by the Board of Directors of the Company. 11.If, prior to January 1, 1998, an Eligible Employee having elected to receive stock options dies, resigns, is dismissed, or if he transfers to a company other than the Company or a subsidiary thereof, or if the company by which he is employed ceases to be a subsidiary of the Company, his rights under the Plan shall thereupon be deemed to be cancelled. In such case, the rights of the Eligible Employee (or of his estate) shall be to receive in cash, within 15 business days following the end of the calendar month during which his rights under the Plan shall be deemed to be cancelled pursuant to this Section 11, the amount credited to his account, which amount shall include any interest to which he may be entitled. 12.An Eligible Employee who has been granted a leave of absence by the Company's French subsidiary employing him for any reason may suspend payments referred to in Section 4 above, or make payments in cash, for a period not to exceed three months or, if such leave of absence is due to medical reasons, nine months, following the date of the commencement of such leave of absence. After such period, if the leave of absence continues, the Eligible Employee shall be given the option of (a) receiving a cash refund of the amount credited to his account within 15 business days following the end of the calendar month during which the three-month (or nine-month) period has expired, which amount shall include any interest to which he may be entitled, or (b) exercising the option for such number of shares as such amount will permit, and receiving the balance, if any, of such amount in cash. 13.An Eligible Employee who has retired will be permitted to continue payments for a period not exceeding three months after retirement and if, at the expiration of such period, payments have not been completed in accordance with Section 4 above, either of the options described in Section 12 above may be exercised with respect to the balance in his account. EX-5 3 EXHIBIT 5.1 Exhibit 5.1 Automatic Data Processing, Inc. Corporate Headquarters One ADP Boulevard Roseland, New Jersey 07068-0456 August 15, 1996 Board of Directors Automatic Data Processing, Inc. One ADP Boulevard Roseland, NJ 07068 Re: Automatic Data Processing, Inc. REGISTRATION STATEMENT ON FORM S-8 Gentlemen: I have acted as counsel to Automatic Data Processing, Inc., a Delaware corporation (the "Company"), in connection with the registration by the Company of 750,000 shares of the Company's Common Stock, par value $.10 per share (the "Shares"), pursuant to the Company's Registration Statement on Form S-8 which is to be filed with the Securities and Exchange Commission on August 15, 1996 (the "Registration Statement"). In this connection, I have examined originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, certificates and written and oral statements of officers and accountants of the Company and of public officials, and other documents that I have considered necessary and appropriate for this opinion and, based thereon, I advise you that, in my opinion: 1. The Company has been duly incorporated and is validly existing under the laws of the State of Delaware. 2. The Company has corporate authority to issue the Shares in the manner and under the terms set forth in the Registration Statement. 3. The Shares have been duly authorized and, when issued in accordance with the Company's Employees' Saving-Stock Option Plan referred to in the Registration Statement, will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement, to its use part of the Registration Statement, and to the use of my name in the Registration Statement. Very truly yours, /s/ James B. Benson James B. Benson General Counsel EX-23 4 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Automatic Data Processing, Inc. on Form S-8 of our reports dated August 11, 1995, appearing in and incorporated by reference in the Annual Report on Form 10-K of Automatic Data Processing, Inc. for the year ended June 30, 1995. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP New York, New York August 14, 1996 -----END PRIVACY-ENHANCED MESSAGE-----