As filed with the Securities and Exchange Commission on January 31, 2000
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
of incorporation or organization) Identification No.)
3680 Victoria Street, North
Saint Paul, Minnesota 55126-2966
(Address of principal executive offices) (Zip Code)
DELUXE CORPORATION
2000 EMPLOYEE STOCK
PURCHASE 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)
(651) 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
- ---------- ---------- --------- -------- ---
Common Stock
($1.00 par value) 5,000,000 shares $26.0625 $130,312,500 $34,402.50
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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 January 26,
2000 in accordance with Rule 457(h)(1) and Rule 457(c).
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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, 1998 (as amended by Amendment No. 1 thereto on Form
10-K/A) and the Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1999, June 30, 1999 and September 30, 1999;
(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; and
(c) 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 plan, reasonably believed that the conduct was
not opposed to the best interests of the
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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 the indemnification of directors and officers for certain liabilities.
ITEM 8. EXHIBITS.
Exhibit Method of
Number Description Filing
- ------ ----------- ------
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).
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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).
4.4 Credit Agreement, dated as of August 30, *
1999, among the Company, Bank of America,
N.A., as sole and exclusive administrative
agent, and the other financial institutions
party thereto related to a $500,000,000
revolving credit facility (incorporated by
reference to Exhibit 4.4 to the Company's
Quarterly Report on Form 10-Q for the quarter
ended September 30,1999)
5 Opinion of Dorsey & Whitney LLP re: legality. Filed
herewith
23(a) Consent of Deloitte & Touche LLP, independent Filed
auditors. herewith
23(b) Consent of Dorsey & Whitney LLP (included in Filed
Exhibit 5 above) 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 this registration statement (or the
most recent post-effective amendment
thereof) which, individually or in the
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aggregate, represent a fundamental change
in the information set forth in this
registration statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this registration
statement or any material change to such
information in this 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 Company pursuant to
Section 13 or Section 15(d) of the Exchange Act 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 this
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 any provision or arrangement whereby the
registrant may indemnify a director, officer or controlling person of the
registrant against liabilities under the Securities Act, 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.
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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 Shoreview, State of Minnesota on the 28th day of
January, 2000.
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 28th day of January, 2000.
SIGNATURE TITLE
- --------- -----
By /s/ John A. Blanchard III Chairman of the Board of Directors,
--------------------------------- President and Chief Executive Officer
John A. Blanchard III (Principal Executive Officer)
By /s/ Thomas W. VanHimbergen Executive Vice President and Chief
---------------------------------- Financial Officer (Principal
Thomas W. VanHimbergen Financial Officer and Principal
Accounting Officer)
/s/ Lawrence J. Mosner
---------------------------------
Lawrence J. Mosner Director
*
---------------------------------
James J. Renier Director
*
---------------------------------
Barbara B. Grogan Director
*
---------------------------------
Stephen P. Nachtsheim Director
*
---------------------------------
Calvin W. Aurand, Jr. Director
*
---------------------------------
Donald R. Hollis Director
*
---------------------------------
Robert C. Salipante Director
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*
---------------------------------
Jack Robinson Director
*
---------------------------------
Hatim A. Tyabji Director
*By: /s/ John A. Blanchard III
----------------------------
John A. Blanchard III
Attorney-in-Fact
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EXHIBIT INDEX
Number Description 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 (included in Exhibit 5
above)........................................................
24 Power of Attorney.............................................
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Exhibit 5
[Letterhead of Dorsey & Whitney LLP]
January 28, 2000
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 5,000,000 shares of Common Stock, $1.00 par value, of the
Company (the "Shares"), initially issuable pursuant to the Company's 2000
Employee Stock Purchase 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 isimited to the laws of the State of
Minnesota.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ DORSEY & WHITNEY LLP
RAR
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Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated January 26, 1999, September 24, 1999 as to Note 16
(which expresses an unqualified opinion and includes an explanatory paragraph
relating to the restatement described in Note 16), appearing in the annual
report on Form 10-K/A of Deluxe Corporation for the year ended December 31,
1998.
/s/ Deloitte & Touche LLP
January 26, 2000
Minneapolis, Minnesota
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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 Deluxe Corporation 2000 Employees' Stock Purchase Plan and
any and all post-effective amendments thereto, and to file such registration
statements(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: May 4, 1999
/s/ J. A. Blanchard III /s/ Donald R. Hollis
- ------------------------------ ---------------------------------
John A. Blanchard III Donald R. Hollis
/s/ James J. Renier /s/ Robert C. Salipante
- ------------------------------ ---------------------------------
James J. Renier Robert C. Salipante
/s/ Barbara B. Grogan /s/ Jack Robinson
- ------------------------------ ---------------------------------
Barbara B. Grogan Jack Robinson
/s/ Stephen P. Nachtsheim /s/ H. A. Tyabji
- ------------------------------ ---------------------------------
Stephen P. Nachtsheim Hatim A. Tyabji
/s/ Calvin W. Aurand, Jr.
- ------------------------------
Calvin W. Aurand, Jr.
