As filed with the Securities and Exchange Commission on June 15, 1995
File No. 33-____________
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------------
PAYCHEX, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 16-1124166
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
911 Panorama Trail South
Rochester, New York 14625
(Address of principal executive offices)
______________________
PAY-FONE SYSTEMS, INC.
1993 INCENTIVE STOCK OPTION PLAN
1990 INCENTIVE STOCK OPTION PLAN
1987 INCENTIVE STOCK OPTION PLAN
1983 INCENTIVE STOCK OPTION PLAN
1981 INCENTIVE STOCK OPTION PLAN
DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENTS
(Full title of the Plans)
_____________________________
G. Thomas Clark, Vice President of Finance
PAYCHEX, INC.
911 Panorama Trail South
Rochester, New York 14625
Telephone (716) 385-6666
(Name, address and telephone number of agent for service)
_________________________
Copies of Communications to:
Harry P. Messina, Jr., Esq.
Woods, Oviatt, Gilman, Sturman & Clarke LLP
44 Exchange Boulevard
Rochester, New York 14614
Telephone (716) 454-5370
________________________
Approximate date of commencement of sales pursuant to the Plans:
From time to time after the effective date of this Registration
Statement.
<PAGE>
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. [x]
CALCULATION OF REGISTRATION FEE
=============================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities Being Price Per Offering Registration
Being Registered Registered Share Price Fee
_____________________________________________________________________________
Common Stock 62,766(1) $14.2856(2) $896,650.35 $309.19
$.01 par value Shares
_____________________________________________________________________________
(1) This Registration Statement also covers such indeterminable
number of additional shares as may become deliverable as a
result of future adjustments in accordance with the terms of the
plans.
(2) Determined in accordance with Rule 457(h) under the Securities
Act of 1933, as amended, on the basis of the average purchase
price of outstanding options.
=============================================================================
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference
The following documents which have been filed with the
Securities and Exchange Commission are incorporated by reference as of
their respective dates and are a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended
May 31, 1994;
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended August 31, 1994 and November 30, 1994 and February 28,
1995;
(c) The Company's Proxy Statement for the Annual Meeting of
Shareholders held on October 6, 1994; and
(d) The description of the Common Stock contained in the
Company's Registration Statement on Form S-1 (No. 2-85103) and in any
amendment or report filed for the purpose of amending such
description.
Additionally, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
hereto which indicates that all of the shares of the Common Stock offered
hereby have been sold or which deregisters all such shares then remaining
unsold, shall be deemed to be incorporated by reference herein and to be
part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that
a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock offered hereby (through options
under the Plan) has been passed upon by Woods, Oviatt, Gilman, Sturman &
Clarke LLP, 44 Exchange Street, Rochester, New York 14614. A partner of
that firm is a director of the Company and has in the past been a
recipient of option grants under predecessor plans. Attorneys in that
firm beneficially own 49,444 shares of Common Stock.
<PAGE>
Item 6. Indemnification of Directors and Officers
The general effect of any statute, charter provisions, bylaws,
contract or other arrangements under which any controlling person, director or
officer of the registrant is insured or indemnified in any manner against
liability which he may incur in his capacity as such is set forth as
follows:
The Company is incorporated in Delaware and, therefore, is subject to
the Delaware General Corporation Law (the "Delaware Law"). The Delaware Law
provides a detailed statutory framework covering indemnification of directors
and officers who have been or are threatened to be made defendants in legal
proceedings by reason of their service as directors or officers of the
Company.
Section 145 of the Delaware Law provides that a director or officer
of a corporation (i) shall be indemnified by the corporation for all expenses
of such litigation when he is successful on the merits (ii) may be indemnified
by the corporation for the expenses, judgments, fines and amounts paid in
settlement of third party proceedings (such as antitrust claims, denial of
civil rights, failure to honor employment contracts) even if he is not
successful on the merits, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation (and, in the case of a criminal proceeding, had no reason to
believe his conduct was unlawful), and (iii) may be indemnified by the
corporation for expenses alone in a derivative suit (a suit by a stockholder
alleging a breach by a director or officer of a duty owed to the corporation),
even if he is not successful on the merits, but only if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation. No indemnification is provided under (iii)
above if the director or officer is adjudged to be liable to the corporation
unless a court determines that, despite such adjudication but in view of all
of the circumstances, he is entitled to indemnification. Unless ordered by a
court, the indemnification described in clauses (ii) and (iii) above shall be
made only upon a determination, by (a) a majority of a quorum of disinterested
directors, (b) independent legal counsel or (c) the stockholders, that
indemnification is proper because the applicable standard of conduct has been
met. The corporation may advance the indemnification described in clauses
(ii) and (iii) to a director or officer upon receipt of an undertaking by such
director or officer to repay such expenses if it is ultimately determined that
he is not entitled to be indemnified for them.
<PAGE>
In addition, the Company has entered into an Indemnity Agreement with
each of its officers and directors. The Agreement alters or clarifies the
statutory indemnity in the following respects: (i) indemnity is explicitly
provided for settlements in derivative actions, (ii) the Company is obligated
to advance a director's or officer's expenses of defending an action against
him if the director or officer undertakes to repay such advances if he is
ultimately found not to be entitled to indemnification or he is otherwise
reimbursed for the expenses, (iii) indemnification is mandatory unless a
determination is made that the director or officer has not met the required
standard, (iv) the director or officer is permitted to petition a court to
determine whether his actions met the standard required and the burden is
placed on the Company to prove that the director's and officer's conduct did
not meet the required standard, and (v) partial indemnification is permitted
in the event that the director or officer is not entitled to full
indemnification."
In addition, the following provision is contained in the Company's
Certificate of Incorporation: "No director shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that this provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) for paying a dividend or approving a stock repurchase which was
illegal under Section 174 (or any successor section) of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived
an improper personal benefit. The foregoing provisions shall not eliminate or
limit the liability of a director for any act or omission occurring prior to
the date when such provisions become effective."
<PAGE>
Item 8. Exhibits
4.1 1993 Incentive Stock Option Plan.*
4.2 1990 Incentive Stock Option Plan.*
4.3 1987 Incentive Stock Option Plan.*
4.4 1983 Incentive Stock Option Plan.*
4.5 1981 Incentive Stock Option Plan.*
4.6 Director Non-Qualified Stock Option Agreements.*
5.1 Opinion of Woods, Oviatt, Gilman, Sturman & Clarke LLP.
23.1 Consent of Ernst & Young, LLP.
23.2 Consent of Woods, Oviatt, Gilman, Sturman & Clarke LLP. -
contained in Exhibit 5.1.
24.1 Powers of Attorney
___________
* Incorporated by reference to the Pay-Fone Systems, Inc.'s Quarterly
Report on Form 10-Q for the quarter ended December 31, 1994.
Item 9. Undertakings
The Company hereby undertakes: (3) to file, during any period in
which offers or sales of the Common Stock 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, as amended (the
"Securities Act"); (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 or any material change to such information in the registration
statement; provided that if the information required in clauses (i) and (ii)
above to be included in a post-effective amendment hereto is contained in one
<PAGE>
or more periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, no post-effective
amendment hereto shall be required; (4) that, for the purpose of determining
any liability under the Securities Act, 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; and (5) 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.
Additionally, the undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company 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 controlling
person 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.
<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 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 Rochester, State of New York on
June _____, 1995.
PAYCHEX, INC., Registrant
By: /s/ G. Thomas Clark
________________________________
G. Thomas Clark,
Vice President of Finance,
Secretary and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ B. Thomas Golisano President, June 15, 1995
_________________________ Chairman of the Board
B. Thomas Golisano Chief Executive Officer
Vice President of Finance, June 15, 1995
Treasurer, Secretary,
/s/ G. Thomas Clark Director (Principal
_________________________ Financial and
G. Thomas Clark Accounting Officer)
*Donald W. Brinckman Director June 15, 1995
_________________________
Donald Brinckman
*Phillip Horsley Director June 15, 1995
_________________________
Phillip Horsley
*Grant M. Inman Director June 15, 1995
_________________________
Grant M. Inman
*Harry P. Messina, Jr. Director June 15, 1995
_________________________
Harry P. Messina, Jr.
*J. Robert Sebo Director June 15, 1995
_________________________
J. Robert Sebo
* By /s/ B. Thomas Golisano
____________________________________ June 15, 1995
B. Thomas Golisano, Attorney-in-Fact
<PAGE>
WOODS, OVIATT, GILMAN, STURMAN & CLARKE LLP
44 Exchange Street
Rochester, New York 14614
Tel. No. (716) 454-5370
Fax No. (716) 454-3968
June 8, 1995
Paychex, Inc.
911 Panorama Trail South
Rochester, New York 14625
Re: Paychex, Inc.
Registration Statement on Form S-8
Dear Sir or Madam:
We are acting as counsel to Paychex, Inc. (hereinafter called the
"Company"), a Delaware corporation, in connection with the registration of
up to 62,766 shares of $.01 par value common stock to be issued pursuant
to options granted under the Pay-Fone Systems, Inc. 1981, 1983, 1987, 1990
and 1993 Incentive Stock Option Plans and Director Non-Qualified Stock
Option Agreements (the "Plans") in accordance with the Restated Agreement
and Plan of Merger dated May 8, 1995 among Paychex, Inc., Paychex Merger
Corp. and Pay-Fone Systems, Inc. (the "Merger Agreement").
We are familiar with the Merger Agreement, Certificate of
Incorporation of the Company and all amendments thereto, the By-Laws of
the Company, as amended, together with all corporate proceedings taken and
to be taken to authorize and implement the Plans on behalf of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and existing
under and by virtue of the laws of the State of Delaware.
2. All necessary action has been taken by the Board of
Directors of the Company to authorize and implement the Plans, and to
authorize the reservation of and, upon exercise of options, the issuance
of shares of its common stock.
3. Common stock issued upon exercise of options granted
pursuant to the Plans, subject to payment of the purchase price, will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement on Form S-8.
Very truly yours,
WOODS, OVIATT, GILMAN, STURMAN & CLARKE LLP
/s/ Harry P. Messina, Jr.
_________________________________
Harry P. Messina, Jr.
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-_____) pertaining to the Pay-Fone System, Inc. 1981,
1983, 1987, 1990, and 1993 Incentive Stock Option Plans and Director
Non-Qualified Stock Option Agreements of our reports dated July 1, 1994,
with respect to the consolidated financial statements of Paychex, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the year
ended May 31, 1994, and the related financial statement schedules included
therein, filed with the Securities and Exchange Commission.
June 13, 1995 /s/ Ernst & Young LLP
<PAGE>
WOODS, OVIATT, GILMAN, STURMAN & CLARKE LLP
44 Exchange Street
Rochester, New York 14614
Tel. No. (716) 454-5370
Fax No. (716) 454-3968
June 8, 1995
Paychex, Inc.
911 Panorama Trail South
Rochester, New York 14625
Re: Paychex, Inc.
Registration Statement on Form S-8
Dear Sir or Madam:
We are acting as counsel to Paychex, Inc. (hereinafter called the
"Company"), a Delaware corporation, in connection with the registration of
up to 62,766 shares of $.01 par value common stock to be issued pursuant
to options granted under the Pay-Fone Systems, Inc. 1981, 1983, 1987, 1990
and 1993 Incentive Stock Option Plans and Director Non-Qualified Stock
Option Agreements (the "Plans") in accordance with the Restated Agreement
and Plan of Merger dated May 8, 1995 among Paychex, Inc., Paychex Merger
Corp. and Pay-Fone Systems, Inc. (the "Merger Agreement").
We are familiar with the Merger Agreement, Certificate of
Incorporation of the Company and all amendments thereto, the By-Laws of
the Company, as amended, together with all corporate proceedings taken and
to be taken to authorize and implement the Plans on behalf of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and existing
under and by virtue of the laws of the State of Delaware.
2. All necessary action has been taken by the Board of
Directors of the Company to authorize and implement the Plans, and to
authorize the reservation of and, upon exercise of options, the issuance
of shares of its common stock.
3. Common stock issued upon exercise of options granted
pursuant to the Plans, subject to payment of the purchase price, will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement on Form S-8.
Very truly yours,
WOODS, OVIATT, GILMAN, STURMAN & CLARKE LLP
/s/ Harry P. Messina, Jr.
_______________________________
Harry P. Messina, Jr.
<PAGE>
EXHIBIT 24
Power of Attorney
The undersigned director of Paychex, Inc. does hereby constitute
and appoint B. Thomas Golisano and G. Thomas Clark, and each of them, his
true and lawful attorney-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to execute the S-8 Registration Statement with
respect to the registration of not more than 65,000 shares of common
stock, and any amendments thereto, and to file the same with all exhibits
thereto and any other documents in connection therewith with the
Securities and Exchange Commission ("Commission") and to otherwise comply
with the Securities Act of 1933, and the rules and regulations and
requirements of the Commission in connection therewith, granting unto said
attorneys-in-fact and agents, and each of them individually, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or either of them,
or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
Dated: June 6, 1995 /s/ Grant M. Inman
____________________________
Grant M. Inman
<PAGE>
EXHIBIT 24
Power of Attorney
The undersigned director of Paychex, Inc. does hereby constitute
and appoint B. Thomas Golisano and G. Thomas Clark, and each of them, his
true and lawful attorney-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to execute the S-8 Registration Statement with
respect to the registration of not more than 65,000 shares of common
stock, and any amendments thereto, and to file the same with all exhibits
thereto and any other documents in connection therewith with the
Securities and Exchange Commission ("Commission") and to otherwise comply
with the Securities Act of 1933, and the rules and regulations and
requirements of the Commission in connection therewith, granting unto said
attorneys-in-fact and agents, and each of them individually, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or either of them,
or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
Dated: June 6, 1995 /s/ Donald W. Brinckman
____________________________
Donald W. Brinckman
<PAGE>
EXHIBIT 24
Power of Attorney
The undersigned director of Paychex, Inc. does hereby constitute
and appoint B. Thomas Golisano and G. Thomas Clark, and each of them, his
true and lawful attorney-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to execute the S-8 Registration Statement with
respect to the registration of not more than 65,000 shares of common
stock, and any amendments thereto, and to file the same with all exhibits
thereto and any other documents in connection therewith with the
Securities and Exchange Commission ("Commission") and to otherwise comply
with the Securities Act of 1933, and the rules and regulations and
requirements of the Commission in connection therewith, granting unto said
attorneys-in-fact and agents, and each of them individually, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or either of them,
or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
Dated: June 7, 1995 /s/ J. Robert Sebo
____________________________
J. Robert Sebo
<PAGE>
EXHIBIT 24
Power of Attorney
The undersigned director of Paychex, Inc. does hereby constitute
and appoint B. Thomas Golisano and G. Thomas Clark, and each of them, his
true and lawful attorney-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to execute the S-8 Registration Statement with
respect to the registration of not more than 65,000 shares of common
stock, and any amendments thereto, and to file the same with all exhibits
thereto and any other documents in connection therewith with the
Securities and Exchange Commission ("Commission") and to otherwise comply
with the Securities Act of 1933, and the rules and regulations and
requirements of the Commission in connection therewith, granting unto said
attorneys-in-fact and agents, and each of them individually, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or either of them,
or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
Dated: June 7, 1995 /s/ Harry P. Messina, Jr.
____________________________
Harry P. Messina, Jr.
<PAGE>
EXHIBIT 24
Power of Attorney
The undersigned director of Paychex, Inc. does hereby constitute
and appoint B. Thomas Golisano and G. Thomas Clark, and each of them, his
true and lawful attorney-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to execute the S-8 Registration Statement with
respect to the registration of not more than 65,000 shares of common
stock, and any amendments thereto, and to file the same with all exhibits
thereto and any other documents in connection therewith with the
Securities and Exchange Commission ("Commission") and to otherwise comply
with the Securities Act of 1933, and the rules and regulations and
requirements of the Commission in connection therewith, granting unto said
attorneys-in-fact and agents, and each of them individually, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or either of them,
or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
Dated: June 7, 1995 /s/ Phillip Horsley
____________________________
Phillip Horsley
<PAGE>
