As filed with the Securities and Exchange Commission on December 21, 2000
Registration No. 333-________
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
DELUXE CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0216800
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
3680 VICTORIA ST. N., SHOREVIEW, MINNESOTA 55126-2966
(Address of principal executive offices) (Zip Code)
DELUXE CORPORATION DEFERRED COMPENSATION PLAN
(Full title of the plan)
John A. Blanchard III Copy to: Robert A. Rosenbaum, Esq.
Chairman and Chief Executive Officer Dorsey & Whitney LLP
Deluxe Corporation Pillsbury Center South
3680 Victoria St. N. 220 South Sixth Street
Shoreview, Minnesota 55126-2966 Minneapolis, Minnesota 55402-1498
(651) 483-7111 (612) 340-5681
(Name, address and telephone number, including area code, of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED(1) REGISTERED PER OBLIGATION(2) OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Deferred Compensation Obligations $3,000,000 100% $3,000,000 $750
=================================================================================================================
</TABLE>
(1) The Deferred Compensation Obligations are unsecured obligations of
Deluxe Corporation to pay deferred compensation in the future in
accordance with the terms of the Deluxe Corporation Deferred
Compensation Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents that we have filed with the Securities and
Exchange Commission are incorporated by reference into this registration
statement:
* our annual report on Form 10-K for the year ended December 31,
1999, as amended by Form 10- K/A filed on May 1, 2000;
* our current reports on Form 8-K filed on December 4, 2000,
December 14, 2000 and December 19, 2000.
* our quarterly reports on Form 10-Q for the quarters ended
March 31, 2000; June 30, 2000, as amended on Forms 10-Q/A
filed on August 18, 2000 and October 27, 2000; and September
30, 2000; and
* the description of our common stock contained in any
registration statement or report filed by us 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 us pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 subsequent to the date of this
registration statement and prior to the filing of a post-effective amendment
indicating that all securities offered by this registration statement have been
sold, or deregistering all securities remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part of
this registration statement from the respective dates of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities offered hereby are Deferred Compensation Obligations (as
defined below) of Deluxe which are being offered to eligible employees of Deluxe
and its subsidiaries under the Deluxe Corporation Deferred Compensation Plan
(2000 Restatement) (the "Plan"). The Plan permits participants to defer base
salary, hiring bonuses and cash incentive compensation in accordance with the
terms of the Plan. The amount of compensation to be deferred by each participant
will be based on elections by each participant under the terms of the Plan. The
amounts of base salary, hiring bonuses and cash incentive compensation deferred
by participants under the Plan are referred to as "Deferred Compensation
Obligations." The Deferred Compensation Obligations are denominated and paid in
U.S. dollars and will be payable on the date or dates selected by each
participant in accordance with the terms of the Plan or on such other date or
dates as specified in the Plan. The Deferred Compensation Obligations are not
convertible into another security of Deluxe.
The Deferred Compensation obligations will be paid out of general
assets of Deluxe. They are unfunded and unsecured. As a result, the Deferred
Compensation Obligations will be unsecured obligations of Deluxe to pay deferred
compensation in the future in accordance with the terms of the Plan, and will
rank equally with other unsecured indebtedness of Deluxe from time to time
outstanding.
The amounts of base salary, hiring bonuses and cash incentive
compensation deferred by a participant (a "Deferral") will be credited with
earnings and investment gains and losses by assuming that the Deferral was
invested in one or more investment options. The investment options are selected
by Deluxe's management committee and the investment among those options is
selected by the participant in accordance with the terms of the Plan. The
investment options include various investment funds, with different degrees of
risk. Participants may reallocate amounts among the various investment options
on a quarterly basis. The Deferrals will not actually be invested in the
investment options available under the Plan.
Deluxe will also credit to participants' Deferral accounts certain
amounts specified in the Plan related to Deluxe's compensation-based benefit
plans
Deluxe reserves the right to amend, modify or terminate the Plan at any
time.
II-1
<PAGE>
A participant's rights or the rights of any other person to receive
payment of Deferred Compensation Obligations may not be sold, assigned,
transferred, pledged, garnished or encumbered, except by a written designation
of a beneficiary under the Plan.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 302A.521, subd. 2, of the Minnesota Business Corporation Act
(the "MBCA") requires Deluxe 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 Deluxe 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") if, with respect to the
same acts or omissions, 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
official capacity as director, officer, member of a committee of the board or
employee, reasonably believed that the conduct was in the best interests of the
corporation, or in the case of acts or omissions occurring in the person's
official capacity as a director, officer, partner, trustee, employee or agent of
an affiliate or employee benefit plan, reasonably believed that the conduct was
not opposed to the best interests of the corporation.
Article XII of Deluxe's Amended Articles of Incorporation provides that
no director of Deluxe shall be personally liable to Deluxe 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 Deluxe 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 Deluxe provide that Deluxe 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.
Deluxe maintains an insurance policy or policies to assist in funding
the indemnification of directors and officers for certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Deferred Compensation Plan (2000 Restatement).
4.2 Amendment No. 1 to Amended and Restated Rights Agreement, entered into
as of January 21, 2000, between Deluxe and Norwest Bank Minnesota,
National Association, as Rights Agent (incorporated by Reference to
Exhibit 4.1 to the registrant's Amended Quarterly Report on Form 10-Q/A
filed with the Securities and Exchange Commission (the "Commission") on
August 18, 2000).
4.3 Amended and Restated Rights Agreement, dated as of January 31, 1997, by
and between Deluxe and Norwest Bank Minnesota, National Association, as
Rights Agent, which includes as Exhibit A thereto
II-2
<PAGE>
the form of Rights Certificate (incorporated by reference to Exhibit
4.1 to the registrant's Amendment No. 1 on Form 8-A/A-1 (File No.
001-07945) filed with the Commission on February 7, 1997).
4.4 Indenture, relating to up to $150,000,000 of debt securities
(incorporated by reference to Exhibit 4.1 to the registrant's
Registration Statement on Form S-3 (Registration No. 33-32279) filed
with the Commission on November 24, 1989).
4.5 Amended and Restated Credit Agreement, dated of July 8, 1997, among
Deluxe, 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 registrant's Annual Report on Form 10-K for the year
ended December 31, 1997).
4.6 Credit Agreement, dated as of August 30, 1999, among Deluxe, 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 registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999).
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to this
registration statement).
24.1 Power of Attorney.
ITEM 9. UNDERTAKINGS.
(a) 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and
(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 paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Securities and Exchange Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
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
II-3
<PAGE>
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) 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) 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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.
II-4
<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 December 20, 2000.
DELUXE CORPORATION
By *
-------------------------------------------------
John A. Blanchard III
Chairman of the Board 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 December 20, 2000.
Signature Title
--------- -----
* Chairman of the Board and Chief Executive Officer
--------------------------- (principal executive officer)
John A. Blanchard III
* Senior Vice President and Chief Financial Officer
--------------------------- (principal financial and accounting officer)
Lois M. Martin
* Director
---------------------------
Lawrence J. Mosner
* Director
---------------------------
Calvin W. Aurand, Jr.
* Director
---------------------------
Ronald E. Eilers
* Director
---------------------------
Daniel D. Granger
II-5
<PAGE>
* Director
---------------------------
Barbara B. Grogan
* Director
---------------------------
Charles A. Haggerty
* Director
---------------------------
Donald R. Hollis
* Director
---------------------------
Cheryl E. Mayberry
* Director
---------------------------
Stephen P. Nachtsheim
* Director
---------------------------
Robert C. Salipante
* By /s/ Anthony C. Scarfone
-------------------------------------
Anthony C. Scarfone, Attorney-in-Fact
II-6
<PAGE>
EXHIBIT INDEX
4.1 Deferred Compensation Plan (2000 Restatement).
4.2 Amendment No. 1 to Amended and Restated Rights Agreement, entered into
as of January 21, 2000, between Deluxe and Norwest Bank Minnesota,
National Association, as Rights Agent (incorporated by Reference to
Exhibit 4.1 to the registrant's Amended Quarterly Report on Form 10-Q/A
filed with the Securities and Exchange Commission (the "Commission") on
August 18, 2000).
4.3 Amended and Restated Rights Agreement, dated as of January 31, 1997, by
and between Deluxe 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
registrant's Amendment No. 1 on Form 8-A/A-1 (File No. 001-07945) filed
with the Commission on February 7, 1997).
4.4 Indenture, relating to up to $150,000,000 of debt securities
(incorporated by reference to Exhibit 4.1 to the registrant's
Registration Statement on Form S-3 (Registration No. 33-32279) filed
with the Commission on November 24, 1989).
4.5 Amended and Restated Credit Agreement, dated of July 8, 1997, among
Deluxe, 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 registrant's Annual Report on Form 10-K for the year
ended December 31, 1997).
4.6 Credit Agreement, dated as of August 30, 1999, among Deluxe, 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 registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999).
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to this
registration statement).
24.1 Power of Attorney.
