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As filed with the Securities and Exchange Commission on May 11, 1994
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
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DELUXE CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 41-0216800
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1080 West County Road F
Saint Paul, Minnesota 55l26-8201
(Address of principal executive offices) (Zip Code)
DELUXE CORPORATION STOCK INCENTIVE PLAN
(Full title of the plan)
John H. LeFevre
Senior Vice President, General Counsel and Secretary
Deluxe Corporation
1080 West County Road F
Saint Paul, Minnesota 55l26-8201
(Name and address of agent for service)
(612) 483-7008
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregate Amount of
to be be price per offering registration
registered Registered share(1) price(1) fee
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<S> <C> <C> <C> <C>
Common Stock ($1.00
par value) 3,000,000 shares $27.125 $81,375,000 $28,060.34
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<FN>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h), based upon the average of the high and low
prices of the Common Stock as reported by the New York Stock Exchange
Composite Tape on May 11, 1994.
</TABLE>
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Deluxe
Corporation (the "Company") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement, as of their respective
dates:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993; and
(b) The description of the Company's capital stock contained in
any registration statement or report filed by the Company under the
Securities Exchange Act of 1934, including any amendment or report filed
for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
dates of filing of such documents.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 302A.521, subd. 2, of the Minnesota Statutes requires the
Company to indemnify a person made or threatened to be made a party to a
proceeding by reason of the former or present official capacity of the person
with respect to the Company, against judgments, penalties, fines, including,
without limitation, excise taxes assessed against the person with respect to an
employee benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by the person in connection with the
proceeding with respect to the same acts or omissions if such person (1) has not
been indemnified by another organization or employee benefit plan for the same
judgments, penalties or fines; (2) acted in good faith; (3) received no improper
personal benefit, and statutory procedure has been followed in the case of any
conflict of interest by a director; (4) in the case of a criminal proceeding,
had no reasonable cause to believe the conduct was unlawful; and (5) in the
case of acts or omissions occurring in the person's performance in the official
capacity of director or, for a person not a director, in the official capacity
of officer, board committee member or employee, reasonably believed that the
conduct was in the best interests of the Company, or, in the case of performance
by a director, officer or employee of the Company of his or her duties at the
Company or at the request of the Company involving service as a director,
officer, partner, trustee, employee or agent of another organization or employee
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benefit plan, reasonably believed that the conduct was not opposed to the best
interests of the Company. In addition, Section 302A.521, subd. 3, requires
payment by the Company, upon written request, of reasonable expenses in advance
of final disposition of the proceeding in certain instances. A decision as to
required indemnification is made by a disinterested majority of the Board of
Directors present at a meeting at which a disinterested quorum is present, or by
a designated committee of the Board, by special legal counsel, by the
shareholders, or by a court.
Article XII of the Company's Articles of Incorporation, as
amended, provides that no director of the Company shall be personally liable to
the Company or its shareholders for monetary damages for breach of fiduciary
duty by such director as a director. Article XII, however, does not limit or
eliminate the liability of a director to the extent provided by applicable law
(i) for any breach of the director's duty of loyalty to the Company or its
shareholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) for authorizing a
dividend, stock repurchase or redemption or other distribution in violation of
Minnesota law or for violation of certain provisions of Minnesota securities
laws; or (iv) for any transaction from which the director derived an improper
personal benefit.
The Bylaws of the Company provide that the Company shall indemnify
such persons, for expenses and liabilities, in such manner, under such
circumstances and to such extent as permitted by the provisions of the Minnesota
Statutes relating to indemnification of directors, officers and employees of
Minnesota corporations.
The Company maintains an insurance policy or policies to assist in
funding indemnification of directors and officers for certain liabilities.
Item 8. EXHIBITS.
3 Articles of Incorporation of the Company, as amended to
date (Incorporated by reference to Exhibit (3)A to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990)
5 Opinion of Dorsey & Whitney re: legality
23(a) Consent of Deloitte & Touche, independent auditors
23(b) Consent of Dorsey & Whitney (included in Exhibit 5 above)
24 Power of Attorney
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Item 9. UNDERTAKINGS.
A. POST-EFFECTIVE AMENDMENTS.
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed
in the registration statement or any material
change to such information in the registration
statement;
provided, however, that subparagraphs (i) and (ii) above will not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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.
(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.
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B. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.
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 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. CLAIMS FOR INDEMNIFICATION.
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 other
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.
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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 Houston, State of Texas on the 9th day of May, 1994.
DELUXE CORPORATION
By: /s/ Harold V. Haverty
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Harold V. Haverty
Chairman of the Board, President 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 indicated on the 9th day of May, 1994.
/s/ Harold V. Haverty
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Harold V. Haverty Chairman of the Board, President,
Chief Executive Officer and Director
(principal executive officer)
Jerry K. Twogood Executive Vice President, Chief Operating
Officer and Director
Charles M. Osborne Senior Vice President and
Chief Financial Officer
(principal financial and accounting
officer)
Edward W. Asplin Director
Barbara B. Grogan Director
Allen F. Jacobson Director
Whitney MacMillan Director
Eugene R. Olson Director
James J. Renier Director
John Schreiner Director
By:/s/ Harold V. Haverty
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Harold V. Haverty
Pro se and Attorney-in-Fact*
Dated: May 9, 1994
*By Power of Attorney set forth in Exhibit 24 to this registration statement.
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EXHIBIT INDEX
EXHIBIT PAGE
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5 Opinion of Dorsey & Whitney re: legality. . . . . . . . . . . . 9
23(a) Consent of Deloitte & Touche, independent auditors. . . . . . . 10
24 Power of Attorney . . . . . . . . . . . . . . . . . . . . . . . 11
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Exhibit 5
May 10, 1994
Deluxe Corporation
1080 West County Road F
Saint Paul, Minnesota 55126-8201
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 that you
intend to file with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, for the purpose of registering 3,000,000
shares of Common Stock, $1.00 par value, of Deluxe Corporation (the "Company"),
to be issued to employees pursuant to the Deluxe Corporation Stock Incentive
Plan (the "Plan"). We have examined such documents and have reviewed such
questions of law as we have considered necessary and appropriate for the
purposes of this opinion.
We are of the opinion that the shares of Common Stock to be issued to
employees pursuant to the Plan, will, when issued, be legally issued, fully paid
and nonassessable, provided the Registration Statement, as then amended, shall
remain effective under the Securities Act of 1933, as amended.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney
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Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Deluxe Corporation:
We consent to the incorporation by reference in this Registration
Statement of Deluxe Corporation on Form S-8 of our reports dated
February 10, 1994, appearing in and incorporated by reference in the Annual
Report on Form 10-K of Deluxe Corporation for the fiscal year ended December 31,
1993.
/s/ DELOITTE & TOUCHE
DELOITTE & TOUCHE
Minneapolis, Minnesota
May 10, 1994
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Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Harold V. Haverty, Jerry K.
Twogood, Charles M. Osborne and John H. LeFevre, and each of them, his or her
true and lawful attorneys-in-fact and agents, each acting alone, with full
powers of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to execute a Registration
Statement on Form S-8 to be filed under the Securities Act of 1933 for the
registration of 3,000,000 shares of Common Stock of Deluxe Corporation under the
Deluxe Corporation Stock Incentive Plan and any and all post-effective
amendments thereto, and to file such registration statement, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: May 9, 1994
/s/Harold V. Haverty /s/Whitney MacMillan
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Harold V. Haverty Whitney MacMillan
/s/Jerry K. Twogood /s/Eugene R. Olson
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Jerry K. Twogood Eugene R. Olson
/s/Edward W. Asplin /s/James J. Renier
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Edward W. Asplin James J. Renier
/s/Barbara B. Grogan /s/John Schreiner
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Barbara B. Grogan John Schreiner
/s/Allen F. Jacobson
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Allen F. Jacobson
