-----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, BNRW6pZb+JZAU1xHaNMRxN5NPmVvMJuZiYkUVKN2NPOK7Oa1avdzwhEe0+OO6KZK f+Y744Nxq7y9emEOPUwP2w== 0000950142-99-000504.txt : 19990629 0000950142-99-000504.hdr.sgml : 19990629 ACCESSION NUMBER: 0000950142-99-000504 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990628 EFFECTIVENESS DATE: 19990628 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: SEC FILE NUMBER: 333-81725 FILM NUMBER: 99653795 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 June 28, 1999 Registration No. ================================================================================ 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 jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) One ADP Boulevard Roseland, New Jersey 07068 (Address of Principal Executive Offices, including Zip Code) EMPLOYEES' SAVINGS-STOCK PURCHASE PLAN ASSOCIATE STOCK PURCHASE PLAN B ADP NETWORK SERVICES GROUP SAYE SCHEME 1998 DEALER SOLUTIONS HOLDINGS, INC. 1998 STOCK OPTION PLAN (Full titles of the Plans) JAMES B. BENSON, ESQ. Vice President, Secretary, General Counsel Automatic Data Processing, Inc, One ADP Boulevard Roseland, New Jersey 07068 (Name and address of agent for services) (973) 994-5000 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Amount Proposed maximum Proposed Maximum Title of Securities to be Offering Price Aggregate Offering Price Amount of to be registered registered Per Share (1) (1) registration fee - ------------------------------------- ---------------- -------------------------- -------------------------- ----------------------- Common Stock, par value $.10 per 10,386,318 $40.5 $420,605,379 $116,928.29 shares (2) - ------------------------------------- ---------------- -------------------------- -------------------------- -----------------------
(1) Calculated pursuant to Rule 457(c), based on the average of the high and low prices for the Common Stock on the New York Stock Exchange Composite Tape for June 24, 1999. (2) If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered on this registration statement changes, the provisions of Rule 416 shall apply to this registration statement, and this registration statement shall cover the additional securities resulting from such split, dividend or similar transaction. ================================================================================ With respect to 10,000,000 shares of the common stock, par value $.01 per share ("Common Stock"), of Automatic Data Processing, Inc. (the "Company") being registered pursuant to this registration statement on Form S-8, such shares are additional securities of the same class as other securities for which an earlier-filed registration statement on Form S-8 is effective. Pursuant to instruction E of Form S-8, such earlier registration statement (No. 33-24987), as amended, is incorporated herein by reference, except that (i) the provisions contained in Part II of such registration statement are modified as set forth herein and (ii) the Cross Reference Sheet and Prospectus contained in the earlier registration statement are not incorporated herein. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation Of Documents By Reference The following documents are incorporated by reference herein and shall be deemed a part hereof: 1. The Company's Annual Report on Form 10-K for the year ended June 30, 1998. 2. The Company's Quarterly Reports on Form 10-Q for the quarters ended September 30, and December 31, 1998 and March 31, 1999. 3. The description of the Company's common stock contained in the Company's registration statement filed on Form 8-A, including any amendment or report filed for the purpose of updating any such description. In addition, all documents filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and be a part hereof from the date of filing of such document. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. 3 Item 5. Interest 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., Vice President, Secretary and General Counsel of the Company. Mr. Benson, a full-time employee of the Company, beneficially owns 75,504 shares of the Company's Common Stock and holds options to purchase an additional 216,000 shares of Common Stock. 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 and 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 Bylaws 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 6, Section 1 of ADP's By-Laws provides as follow: "Nature of Indemnity: The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was or has agreed to become a director or officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director or officer, of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such action, suit or proceeding and any 4 appeal therefrom, if he or she (x) acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of any such employee or agent, in a manner he or she reasonably believed to be not in violation of any policies or directives of the Corporation, and (y) with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (i) such indemnification shall be limited to expenses (including attorneys' fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (ii) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. The indemnification under this Section 1 shall apply to all directors and officers of the Corporation who sit on the boards of directors of non-profit corporations in keeping with the Corporation's philosophy." "The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, or itself, create a presumption that the person did not act in good faith and in a manner which he or she 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 reasonable cause to believe that his conduct was unlawful." 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 8. Exhibits Exhibit Description 5 Opinion of Counsel 23(a) Consent of Deloitte and Touche LLP 23(b) Consent of Counsel (included in Exhibit No. 5) Item 9. Undertakings (a) 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 5 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. (b) 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 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act f 1934) that is incorporated by reference in the 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. (c) 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 foregoing provisions, 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 against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 6 SIGNATURES Pursuant to the requirements of the Securities Exchange 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 Borough of Roseland, State of New Jersey, on the 24th day of June, 1999. AUTOMATIC DATA PROCESSING, INC. (Registrant) By: /s/ Arthur F. Weinbach ---------------------- Arthur F. Weinbach Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Arthur F. Weinbach Chairman of the Board, Chief June 24, 1999 - ---------------------- Executive Officer and Director (Arthur F. Weinbach) (Principal Executive Officer) /s/ Richard J. Haviland Chief Financial Officer June 24, 1999 - ----------------------- (Principal Financial and (Richard J. Haviland) Accounting Officer) /s/ Gary C. Butler Director June 24, 1999 - ------------------- (Gary C. Butler) /s/ Joseph A. Califano, Jr. Director June 24, 1999 - ---------------------------- (Joseph A. Califano, Jr.) /s/ Leon G. Cooperman Director June 24, 1999 - ---------------------- (Leon G. Cooperman) /s/ George H. Heilmeier Director June 24, 1999 - ------------------------ (George H. Heilmeier) /s/ Ann Dibble Jordan Director June 24, 1999 - ---------------------- (Ann Dibble Jordan) 7 /s/ Harvey M. Krueger Director June 24, 1999 - ---------------------- (Harvey M. Krueger) /s/ Frederic V. Malek Director June 24, 1999 - ---------------------- (Frederic V. Malek) /s/ Henry Taub Director June 24, 1999 - --------------- (Henry Taub) /s/ Laurence A. Tisch Director June 24, 1999 - ---------------------- (Laurence A. Tisch) /s/ Josh S. Weston Director June 24, 1999 - ------------------- (Josh H. Weston) 8 INDEX TO EXHIBITS Exhibit Description Page 5 Opinion of Counsel 9 23(a) Consent of Deloitte and Touche LLP 10 23(b) Consent of Counsel (included in Exhibit No. 5) 9 EX-5 2 EXHIBIT 5 9 EXHIBIT 5 June 24, 1999 Automatic Data Processing, Inc. One ADP Boulevard Roseland, New Jersey 07068 Re: Opinion of Counsel Ladies and Gentlemen: This opinion is furnished in connection with the registration by Automatic Data Processing, Inc. (the "Company") pursuant to a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of an aggregate of 10,386,318 shares of the Company's Common Stock, par value $.10 per share (the "Shares"), which are to be offered and sold by the Company pursuant to the its Employees' Savings-Stock Purchase Plan, Associate Stock Purchase Plan B, the ADP Network Services Group SAYE Scheme 1998, and the Dealer Solutions Holdings, Inc. 1998 Stock Option Plan (collectively, the "Plans"). As General Counsel of the Company, I am of the opinion that, based upon my familiarity with the affairs of the Company and upon my examination of the law and pertinent documents, that the Shares, when issued and sold in accordance with the Plans, will be validly issued, fully paid and nonassessable I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement, to its use as 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 EX-23.1 3 EXHIBIT 23(A) EXHIBIT 23(a) 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 13, 1998, 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, 1998. /s/ DELOITTE & TOUCHE LLP - ------------------------- New York, New York June 24, 1999 -----END PRIVACY-ENHANCED MESSAGE-----