As filed with the Securities and Exchange Commission on December 21, 2000
Registration No. 333-________
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UNITED STATES
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 Identification No.)
incorporation)
3680 VICTORIA ST. N., SHOREVIEW, MINNESOTA 55126-2966
(Address of principal executive offices) (Zip Code)
DELUXE CORPORATION 2000 STOCK INCENTIVE PLAN, AS AMENDED
(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)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 3,000,000 shares $ 22.885 $68,655,000 $ 17,164
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h)(1) and (c), based upon the average of the
high and low prices of the Common Stock as reported on the New York
Stock Exchange on December 15, 2000.
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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.
Not applicable.
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
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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 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).
4.2 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).
4.3 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).
4.4 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).
4.5 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;
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(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
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.
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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 December 20, 2000.
DELUXE CORPORATION
By *
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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
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* 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
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Lawrence J. Mosner
* Director
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Calvin W. Aurand, Jr.
* Director
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Ronald E. Eilers
* Director
---------------------------
Daniel D. Granger
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* Director
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Barbara B. Grogan
* Director
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Charles A. Haggerty
* Director
---------------------------
Donald R. Hollis
* Director
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Cheryl E. Mayberry
* Director
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Stephen P. Nachtsheim
* Director
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Robert C. Salipante
* By /s/ Anthony C. Scarfone
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Anthony C. Scarfone, Attorney-in-Fact
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EXHIBIT INDEX
4.1 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).
4.2 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).
4.3 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).
4.4 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).
4.5 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.
