<PAGE>
As filed with the Securities and Exchange Commission on May 7, 1996
Registration No. 333-_______
- --------------------------------------------------------------------------------
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)
3680 Victoria Street North
St. Paul, Minnesota 55126-2966
(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
3680 Victoria Street North
St. Paul, Minnesota 55126-2966
(Name and address of agent for service)
(612) 483-7008
(Telephone number, including area code, of agent for service)
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price(1) fee
- --------------------------------------------------------------------------------
Common Stock
($1.00
par value) 4,000,000 shares $34.625 $138,500,000 $47,758.62
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h). Such estimate is 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 April 30, 1996.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Pursuant to General Instruction (E) to Form S-8, Deluxe
Corporation (the "Company") hereby incorporates the contents of its
earlier Registration Statement on Form S-8, as filed with the
Securities and Exchange Commission on May 11, 1994 (Registration
No. 33-53585), relating to the Deluxe Corporation Stock Incentive
Plan (the "Plan") by reference into this Registration Statement.
The securities being registered hereunder reflect the reservation
of an additional 4,000,000 shares of the Company's common stock,
$1.00 par value per share, for issuance under the Plan, which
reservation was duly approved by the shareholders of the Company at
a meeting held on May 6, 1996.
Item 8. EXHIBITS.
5 Opinion of Dorsey & Whitney LLP re: legality
23(a) Consent of Deloitte & Touche LLP, independent auditors
23(b) Consent of Dorsey & Whitney LLP (included in Exhibit 5 above)
24 Power of Attorney
<PAGE>
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 Minneapolis, Minnesota on the 6th
day of May, 1996.
DELUXE CORPORATION
By: /s/ John A. Blanchard III
----------------------------------
John A. Blanchard III
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 6th day of May, 1996.
/s/ John A. Blanchard III President and Chief Executive Officer
- ----------------------------------- (principal executive officer)
John A. Blanchard III
/s/ Charles M. Osborne Senior Vice President and
- ----------------------------------- Chief Financial Officer
Charles M. Osborne (principal financial and
accounting officer)
Jerry K. Twogood* Director
Harold V. Haverty* Director
Whitney MacMillan* Director
Dr. James J. Renier* Director
Barbara B. Grogan* Director
Allen F. Jacobson* Director
Stephen P. Nachtsheim* Director
*By: /s/ John A. Blanchard III
---------------------------------
John A. Blanchard III
Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Page
- ------- ----
5 Opinion of Dorsey & Whitney LLP re: legality................
23(a) Consent of Deloitte & Touche LLP, independent auditors......
23(b) Consent of Dorsey & Whitney LLP.............................
24 Power of Attorney..........................................
<PAGE>
Exhibit 5
[LETTERHEAD OF DORSEY & WHITNEY LLP]
May 6, 1996
Deluxe Corporation
3680 Victoria Street North
Shoreview, MN 55126-2966
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") 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 an additional 4,000,000 shares of common stock,
$1.00 par value per share (the "Common Stock"), of Deluxe Corporation (the
"Company"), which may be issued 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.
Based on the foregoing, we are of the opinion that, assuming that the
purchase price for the shares of Common Stock to be issued pursuant to the
Plan is at least equal to the par value per share of Common Stock, the shares
of Common Stock that will be originally issued in connection with the Plan
will, when issued and paid for in accordance with the Plan, be duly
authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
DORSEY & WHITNEY LLP
RAR
<PAGE>
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
Deluxe Corporation:
We consent to the incorporation by reference in this Registration Statement
of Deluxe Corporation on Form S-8 of our report dated February 9, 1996
incorporated by reference in the Annual Report on Form 10-K of Deluxe
Corporation for the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
May 6, 1996
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints John A. Blanchard III, 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 an additional 4,000,000 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 and any applicable state securities
commissions or agencies, 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 6, 1996
/s/ John A. Blanchard III
- -----------------------------------
John A. Blanchard III
/s/ Jerry K. Twogood
- -----------------------------------
Jerry K. Twogood
/s/ Charles M. Osborne
- -----------------------------------
Charles M. Osborne
/s/ Harold V. Haverty
- -----------------------------------
Harold V. Haverty
/s/ Whitney MacMillan
- -----------------------------------
Whitney MacMillan
/s/ Dr. James J. Renier
- -----------------------------------
Dr. James J. Renier
/s/ Barbara B. Grogan
- -----------------------------------
Barbara B. Grogan
/s/ Allen F. Jacobson
- -----------------------------------
Allen F. Jacobson
/s/ Stephen P. Nachtsheim
- -----------------------------------
Stephen P. Nachtsheim
