As filed with the Securities and Exchange Commission on March 31, 1998
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
3680 Victoria Street, North
Saint Paul, Minnesota 55126-2966
(Address of principal executive offices) (Zip Code)
1998 DELUXESHARES PLAN
(Full title of the plan)
John H. LeFevre
Senior Vice President, General Counsel and Secretary
Deluxe Corporation
3680 Victoria Street, North
Saint 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
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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
<S> <C> <C> <C> <C>
Common Stock ($1.00
par value) 1,800,000 shares $33.03125 $59,456,250 $17,539.59
==========================================================================================================
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(1) Based on the average of the high and low sales prices of the registrant's
common stock as reported on the New York Stock Exchange on March 30, 1998
in accordance with Rule 457(h)(i) and Rule 457(c).
<PAGE>
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, 1997;
(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, as amended (the "Exchange Act"), 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 Exchange Act 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 Business Corporations Act
(the "MBCA") 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 (collectively "Losses") 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 Losses; (2) acted in good
faith; (3) received no improper personal benefit, and statutory procedures have
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, with respect to a director, officer, or employee of the Company
who, while a director, officer, or employee of the Company, is or was serving at
the request of the Company or whose duties in that position involve or involved
service as a director, officer, partner, trustee, employee, or agent of another
organization or employee benefit
<PAGE>
plan, reasonably believed that the conduct was not opposed to
the best interests of the Company. In addition, Section 302A.521, subd. 3 of the
MBCA, 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
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 disinterested shareholders or by a court.
Article XII of the Company's Amended Articles of Incorporation 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 does not, however, limit or eliminate the liability
of a director to the extent provided by applicable law for (i) any breach of the
director's duty of loyalty to the Company or its shareholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) 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) 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.
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<CAPTION>
Exhibit Method of
Number Description Filing
------ ----------- ------
<S> <C> <C>
4.1 Amended and Restated Rights Agreement, dated as of January 31, 1997, by *
and between the Company and Norwest Bank Minnesota, National
Association, as Rights Agent, which includes as Exhibit A thereto,
the form of Rights Certificate (incorporated by reference to
Exhibit 4.1 to the Company's Amendment No. 1 on Form 8-A/A-1 (File
No. 001-07945) filed with the Securities and Exchange Commission
(the "Commission") on February 7, 1997).
<PAGE>
4.2 Indenture, relating to up to $150,000,000 of debt securities (incorporated *
by reference to Exhibit 4.1 to the Company's Registration Statement on
Form S-3 (33-32279) filed with the Commission on November 24, 1989).
4.3 Amended and Restated Credit Agreement, dated as of July 8, 1997, among the *
Company, Bank of America National Trust and Savings Association, as agent,
and the other financial institutions party thereto related to a
$150,000,000 committed line of credit (incorporated by reference to
Exhibit 4.3 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997).
5 Opinion of Dorsey & Whitney re: legality. Filed herewith
23(a) Consent of Deloitte & Touche, independent auditors. Filed herewith
23(b) Consent of Dorsey & Whitney (included in Exhibit 5 above). Filed herewith
24 Power of Attorney. Filed herewith
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*Incorporated by reference
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
<PAGE>
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 Exchange Act of 1934, 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 the 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
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.
<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 Shoreview, State of Minnesota on the 31st day of
March, 1998
DELUXE CORPORATION
By /s/ John A. Blanchard III
John A. Blanchard III
Chairman of the Board of Directors,
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 31st day of March, 1998.
SIGNATURE TITLE
By /s/ John A. Blanchard III Chairman of the Board of Directors,
John A. Blanchard III President and Chief Executive Officer
(Principal Executive Officer)
By /s/ Thomas W. VanHimbergen Senior Vice President and Chief
Thomas W. VanHimbergen Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
*
Whitney MacMillan Director
*
James J. Renier Director
*
Barbara B. Grogan Director
Allen F. Jacobson Director
Stephen P. Nachtsheim Director
*
Calvin W. Aurand, Jr. Director
<PAGE>
*
Donald R. Hollis Director
Robert C. Salipante Director
*
Jack Robinson Director
Hatim A. Tyabji Director
*By: /s/ John A. Blanchard III
John A. Blanchard III
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Number Description Page
------ ----------- ----
5 Opinion of Dorsey & Whitney re: legality.....................
23(a) Consent of Deloitte & Touche LLP, independent auditors........
23(b) Consent of Dorsey & Whitney (included in Exhibit 5 above).....
24 Power of Attorney.............................................
Exhibit 5
March 31, 1998
Deluxe Corporation
3680 Victoria Street, North
St. Paul, MN 55126-2966
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have been requested to deliver this opinion to Deluxe Corporation, a
Minnesota corporation (the "Company"), in connection with a Registration
Statement on Form S-8 relating to the sale by the Company from time to time of
up to 1,800,000 shares of Common Stock, $1.00 par value, of the Company (the
"Shares"), initially issuable upon exercise of stock options granted pursuant to
the Company's 1998 DeluxeSHARES 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 the opinion
set forth below.
In rendering our opinion set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuiness of all
signatures and the conformity to authentic originals of all documents submitted
to us as copies. We have also assumed the legal capacity for all purposes
relevant hereto of all natural persons and, with respect to all parties to
agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
Our opinion expressed above is limited to the laws of the State of
Minnesota
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ DORSEY & WHITNEY
Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the Incorporation by reference in this Registration Statement of
Deluxe Corporation on Form S-8 of our report dated January 26, 1998 appearing in
and incorporated by reference in the Annual Report on Form 10-K of Deluxe
Corporation for the fiscal year ended December 31, 1997.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Minneapolis, Minnesota
March 31, 1998
Exhibit 24
POWER OF ATTORNEY
Each of the undersigned directors of Deluxe Corporation, a Minnesota
corporation, hereby constitutes and appoints John A. Blanchard III, Thomas W.
VanHimbergen and John H. LeFevre his or her true and lawful attorneys-in-fact,
and each of them, with full power to act without the other, for him and her and
in his or her name, place and stead, in any and all capacities, to execute one
or more Registration Statements on Form S-8 to be filed under the Securities Act
of 1933 for the registration of shares of Common Stock of Deluxe Corporation for
issuance under the DeluxeSHARES Plan and/or shares of Common Stock, rights to
purchase or otherwise acquire shares of such stock or any other form of deferred
compensation under Deluxe's Nonemployee Director Stock and Deferral Plan and any
and all post-effective amendments thereto, and to file such registration
statement(s), 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 or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Dated: December 18, 1997
/s/ John A. Blanchard III /s/ Calvin W. Aurand Jr.
John A. Blanchard III Calvin W. Aurand, Jr.
/s/ Whitney MacMillan /s/ Donald R. Hollis
Whitney MacMillan Donald R. Hollis
/s/ James J. Renier
James J. Renier Robert C. Salipante
/s/ Barbara B. Grogan /s/ Jack Robinson
Barbara B. Grogan Jack Robinson
Allen F. Jacobson Hatim A. Tyabji
Stephen P. Nachtsheim
