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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DELUXE CORPORATION
(Exact name of Issuer as specified in its charter)
Minnesota 41-0216800
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1080 W. County Road F
St. Paul, Minnesota 55126-8201
(Address of principal executive offices) (Zip Code)
EMPLOYEES' STOCK PURCHASE PLAN
(Full title of the Plan)
Stephen L. Peterson
Vice President and Assistant Secretary
Deluxe Corporation
1080 W. County Road F
St. Paul, Minnesota 55126-8201
(Name and address of Agent for Service)
Telephone Number of Agent for Service: (612) 483-7257
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Offering Registration
Registered Registered Per Share* Price* Fee
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Common Shares,
par value $1
per share 1,525,333 (New) $19.8281 $30,244,455.26(New) $10,428.29
3,474,667 (Carried $68,896,044.74(Carried
over from File No. over)
2-94462 under
Rule 429)
5,000,000 (Total) $99,140,500 (Total)
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*Estimated solely for the purpose of calculating the registration fee; based
upon 75 percent of the market value per share of the Common Shares on January 5,
1995 ($26.4375 per share) (the average of the high and low prices of the Common
Stock as reported by the New York Stock Exchange Composite Tape on
January 5, 1995).
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ITEM NO.
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.
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 benefit plan, reasonably believed that the conduct
was not opposed to the best interests of the Company. In addition,
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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.
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 Stephen L. Peterson re: legality
23(a) Consent of Deloitte & Touche LLP, independent auditors
23(b) Consent of Stephen L. Peterson (included in Exhibit 5 above)
24 Power of Attorney
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:
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(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.
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,
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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 St. Paul and the State of Minnesota on January 11,
1995.
DELUXE CORPORATION
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Registrant)
By: /s/ H.V. Haverty
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H. V. Haverty, Chairman,
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 January 11, 1995.
Signature and Title
Harold V. Haverty, Director and ]
Principal Executive Officer ]
]
Jerry K. Twogood, Director ]
]
Eugene R. Olson, Director ]
]
Edward W. Asplin, Director ]
]
John C. Schreiner, Director ] By: /s/ Harold V. Haverty
-----------------------------------
] Harold V. Haverty,
Whitney MacMillan, Director ] For himself and as Attorney-in-Fact*
]
James J. Renier, Director ]
]
Barbara B. Grogan, Director ]
]
Allen F. Jacobson, Director ]
]
Charles M. Osborne, Principal ]
Financial and Accounting ]
Officer ]
*By Power of Attorney set forth in Exhibit 24 to this registration statement.
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January 11, 1995
Ladies and Gentlemen:
Reference is made to the registration statement on Form S-8 to be filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, for
the purpose of registering for sale by Deluxe Corporation, (the "Company"), an
aggregate of 1,525,333 additional of the Company's Common Shares, par value
$1.00 per share, in connection with the Company's Employees' Stock Purchase Plan
(the "Plan").
I am familiar with the proceedings to date with respect to the adoption of the
Plan, and the proposed sale of additional common shares pursuant to the Plan,
and I have examined such records, documents and matters of law and satisfied
myself as to such matters of fact as I consider relevant for the purposes of
this opinion.
I am of the opinion that the shares of Common Stock be issued pursuant to the
Plan, will, when issued, be legally issued, fully paid and non-assessable,
provided the registration statement, as then amended, shall remain effective
under the Securities Act of 1933, as amended.
I consent to the use of this opinion as an exhibit to the registration
statement.
Yours truly,
Stephen L. Peterson
Vice President and
Corporate Counsel
/dc
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CONSENT OF INDEPENDENT CERTIFIED 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 year ended December 31, 1993.
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
January 10, 1995
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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 5,000,000 share of Common Stock of Deluxe Corporation under the
Deluxe Corporation Employee Stock Purchase 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: November 11, 1994
/s/ Harold V. Haverty
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Harold V. Haverty, Director and
Principal Executive Officer
/s/ Jerry K. Twogood
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Jerry K. Twogood, Director
/s/ Eugene R. Olson
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Eugene R. Olson, Director
/s/ Edward W. Asplin
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Edward W. Asplin, Director
/s/ John C. Schreiner
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John C. Schreiner, Director
/s/ Whitney MacMillan
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Whitney MacMillan, Director
/s/ James J. Renier
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James J. Renier, Director
/s/ Barbara B. Grogan
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Barbara B. Grogan, Director
/s/ Allen F. Jacobson
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Allen F. Jacobson, Director
/s/ Charles M. Osborne
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Charles M. Osborne, Principal Financial
Officer and Principal Accounting Officer
