-----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, DRwcmv4JCeqSr/KMrwyp6GAJr1sG8Ahz+J2S7oZHvSpLJRU3vZhK46QLj8Vt3eDH IhZCH8/fYPTCEaxEdEv/9w== 0000950142-96-000402.txt : 19960819 0000950142-96-000402.hdr.sgml : 19960819 ACCESSION NUMBER: 0000950142-96-000402 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 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: 333-10279 FILM NUMBER: 96616621 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) KEY EMPLOYEES' RESTRICTED STOCK 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 700,000 $41.75 $29,225,000.00 $10,077.59
(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. INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT In accordance with General Instruction E to Form S-8, the contents of Registration Statements No. 33-25290 and No. 33-38366 on Form S-8 of Automatic Data Processing, Inc. (the "Company") filed with the Securities and Exchange Commission on November 7, 1988 and December 21, 1990, respectively, are incorporated herein by reference. EXPLANATORY NOTE On November 7, 1988, the Company registered 3,336,080 shares of the Company's Common Stock, par value $.10 per share (the "Common Stock") on a Registration Statement on Form S-8 (Registration No. 33-25290) for issuance under the Company's Key Employers' Restricted Stock Plan (the "Plan"). The Company's Board of Directors subsequently approved an amendment to the Plan to reserve for issuance thereunder an additional 300,000 shares of Common Stock. Accordingly, on December 21, 1990, the Company filed a Registration Statement on Form S-8 (Registration No. 33-38366) to register such additional shares. The Company's Board of Directors subsequently approved an amendment to the Plan to reserve for issuance thereunder an additional 700,000 shares of Common Stock, so that after such amendment the total number of shares allocated to the Plan is 4,336,080. Accordingly, this Registration Statement is being filed to register the 700,000 additional shares of Common Stock. All share numbers in this note have been adjusted to reflect the Company's 2-for-1 stock splits on March 1, 1991 and January 1, 1996. The information required in the section 10(a) prospectus is included in documents being maintained and delivered by the Company as required by Note 1 to Form S-8 and by Rule 428 under the Securities Act of 1933. EXHIBITS 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 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-5 2 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 700,000 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 Key Employees' Restricted Stock 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 3 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 (which Registration Statement incorporates by reference Automatic Data Processing, Inc.'s earlier Registration Statements No. 33-25290 and No. 33-38366 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-----