As filed with the Securities and Exchange Commission on November 17, 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)
___________________________________
PAYCHEX, INC.
1995 STOCK INCENTIVE PLAN
___________________________________
G. Thomas Clark, Senior 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.
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]
<PAGE>
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 1,250,000(1) $41.375(2) $51,718,750 $17,832.63
$.01 par value shares
_______________________________________________________________________________
(1) This Registration Statement also covers such indeterminate number of
additional shares as may become deliverable as a result of future
adjustments in accordance with the terms of the Plan.
(2) This calculation is made pursuant to Rule 457(h) under the Securities Act
of 1933, as amended, solely for the purpose of determining the amount of
the registration fee and is based upon the closing price of Paychex, Inc.
common stock on November 15, 1995.
<PAGE>
Part I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended. These documents and the documents
incorporated by reference into this Registration Statement pursuant to Item
3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities
Act of 1933, as amended.
<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, 1995;
ended August 31, 1995;
(c) The Company's Proxy Statement for the Annual Meeting of
Stockholders held on October 5, 1995; 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.
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
<PAGE>
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.
Item 8. Exhibits
4.1 1995 Stock Incentive Option Plan.
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
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");
<PAGE>
(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
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
November 17, 1995.
PAYCHEX, INC., Registrant
By: /s/ G. Thomas Clark
________________________________
G. Thomas Clark, Senior 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
President,
/s/ B. Thomas Golisano Chairman of the Board,
_______________________________ Chief Executive Officer 11/17/95
B. Thomas Golisano
Senior Vice President of
Finance, Treasurer, Secretary,
/s/ G. Thomas Clark Director (Principal Financial
_______________________________ and Accounting Officer) 11/17/95
G. Thomas Clark
*Donald W. Brinckman
_______________________________ Director 11/17/95
Donald W. Brinckman
*Steven D. Brooks
_______________________________ Director 11/17/95
Steven D. Brooks
*Phillip Horsley
_______________________________ Director 11/17/95
Philip Horsley
*Grant M. Inman
_______________________________ Director 11/17/95
Grant M. Inman
*Harry P. Messina, Jr.
_______________________________ Director 11/17/95
Harry P. Messina, Jr.
*J. Robert Sebo
_______________________________ Director 11/17/95
J. Robert Sebo
* By: /s/ B. Thomas Golisano 11/17/95
____________________________________
B. Thomas Golisano, Attorney-in-Fact
<PAGE>
PAYCHEX, INC.
1995 STOCK INCENTIVE PLAN
Section 1. Purposes
The purposes of the Paychex, Inc. 1995 Stock Incentive Plan
(the "Plan") are to provide, through options to purchase Paychex,
Inc. $.01 par value common stock ("Stock"), long term incentives
and rewards to directors, officers and other key employees or
persons responsible for the success and growth of Paychex, Inc. and
its subsidiary corporations (the "Company"), to attract and retain
such persons on a competitive basis and to associate the interests
of such persons with those of the Company.
Section 2. Effective Date
The Plan will become effective September 1, 1995 and shall be
submitted for approval by the Company's stockholders within 12
months of the effective date.
Section 3. Administration of the Plan
The Plan will be administered by two Committees of the Board
of Directors ("Board") of the Company: the Compensation Committee
(with respect to options granted to officers, employees and other
persons who are not directors) and the Directors' Option Committee
(with respect to options granted to directors), each of which is
hereafter referred to as "Committee" and shall have not less than
two directors (or such lesser number as may be permitted under Rule
16b-3 ("Rule 16b-3") promulgated under the Securities Exchange Act
of 1934 (the "1934 Act"). Each Committee shall consist solely of
directors who are "disinterested persons" within the meaning of
Rule 16b-3. The Committee is authorized, with respect to those
persons to whom it is authorized to grant options, to establish
such rules and regulations as it deems necessary for the proper
administration of the Plan; to make such determinations and
interpretations and to take such action in connection with the Plan
and any options granted under the Plan as it deems necessary or
advisable, to correct any defect, supply any deficiency and
reconcile any inconsistency in the Plan or any Stock Option
Agreement; and to amend the Plan to reflect changes in applicable
law. The Committee may designate one or more persons to implement
its rules, regulations and determinations. All determinations of
the Committee shall be by a majority of its members and its
determinations shall be final. The Committee from time to time,
and whenever requested, will report to the Board on its
administration of the Plan and the actions it has taken. The
expenses of administering the Plan will be paid by the Company.
Section 4. Shares Subject to the Plan
The Stock that may be optioned or purchased under the Plan will not
exceed an aggregate of 1,250,000 shares and may be authorized, unissued shares
or treasury shares. Upon the expiration or termination, in whole or in part,
of any unexercised options, shares of Stock covered by such unexercised
options shall be available again for new options under the Plan. However,
shares subject to option which are surrendered in exercising an option shall
not be available for new options.
<PAGE>
Section 5. Eligible Persons
The class of persons eligible to receive options under the Plan will
consist of directors, officers and other key employees of the Company and
other persons responsible for the success of the Company. In making its
determination as to whether an option will be granted under the Plan and the
number of shares to be subject to each option, the Committee will take into
account the duties of the director, officer, employee or other person, the
present and potential contributions of that person to the success of the
Company, and other factors which members of the Committee, in their
discretion, consider to be reasonable and appropriate in connection with
accomplishing the purposes of the Plan.
Section 6. Grant of Options
The Compensation Committee shall determine participation in the Plan
by officers and key employees of the Company and other persons who are not
directors and the extent of that participation. The Committee shall also
determine whether the option shall be an Incentive Stock Option (being an
option whose terms comply with the requirements of Section 422A of the
Internal Revenue Code of 1986, as amended, ("Code") or any successor section)
or a Non-Qualified Stock Option (being an option whose terms are not intended
to meet the requirements of an Incentive Stock Option); provided, however, that
Incentive Stock Options shall be awarded only to employees of the Company.
The Directors' Option Committee will grant options only to
non-employee directors.
The options shall be evidenced by Stock Option Agreements in such form
as the Committee shall approve from time to time, which Agreements shall
conform to the Plan.
Section 7. Provisions of Incentive Stock Options
Each Incentive Stock Option granted under the Plan will contain those
terms and provisions as may be necessary and appropriate to qualify it as such
under Section 422A of the Code including, without limitations, the following:
A. Number of Shares. Each option will specify the number of shares
which may be acquired.
B. Purchase Price. Each option will provide for an exercise price
of not less than 100% of the fair market value of the Stock, as determined by
the Committee, on the date the option is awarded; provided that, in the event
the option holder owns more than 10% of the combined voting power of all
classes of stock of a parent or subsidiary of the Company at the time of the
grant, then the purchase price will be not less than 110% of such fair market
value.
C. Exercise. Each option by its terms will not be exercisable prior
to six (6) months from the date of grant or after the expiration of ten years
from the date the option is granted; and, during the actual term, may be
exercised in such manner and at such time(s) as shall be specified in the
option, by written notice to the Company of the option holder's election to
exercise.
<PAGE>
D. Transfer. Each option by its terms will be exercisable, during
the lifetime of the option holder to whom it is granted, only by the option
holder and will not be transferable otherwise than by will or the laws of
descent and distribution.
E. Payment. Each option will provide that the purchase price of
any Stock purchased upon exercise of the option shall be payable in full on
the exercise date, in cash or by check, or by delivery of Stock owned by the
option holder (with appropriate documents of transfer), or, in the discretion
of the Committee, by surrender of exercisable options to purchase Stock, or
any combination of the foregoing. Any Stock so delivered shall be valued at
the fair market value of the Stock on such date. Any options so surrendered
shall be valued at the difference between the fair market value of the Stock
at the time of surrender and the exercise price thereof. Payment may also be
made, in the discretion of the Committee, by delivery (including by
facsimile) to the Company or its designated agent of an executed irrevocable
option exercise form together with irrevocable instructions to a
broker-dealer to sell or margin a sufficient portion of the shares and
deliver the sale or margin loan proceeds directly to the Company to pay for
the exercise price.
F. Rights as Stockholder. Each option shall provide that the
option holder shall have no rights as a stockholder, unless and until
certificates for shares of Stock are issued to the option holder.
G. Termination of Employment/Disability. Each option will
provide that if the employment of an option holder is terminated, and the
option has not otherwise expired or terminated by its terms, then the option
will expire if not exercised within three months after the termination of
employment or one year for an employee who is disabled. Nevertheless, an
option holder whose employment is terminated by reason of conduct which the
Committee determines to have been knowingly fraudulent, deliberately
dishonest, disloyal or willful misconduct shall forfeit all rights under the
option. The extent to which an option may be exercised following termination
of an option holder's employment is limited to the number of shares which the
option holder could have purchased on the date of such termination.
H. Maximum Value of Stock. The aggregate fair market value of Stock
(determined at the time the option is granted) with respect to which an
Incentive Stock Option is exercisable for the first time by an option holder
during any calendar year (under all such plans of the Company) shall not
exceed $100,000.
I. Disqualifying Disposition. In the event a disposition of
Stock acquired upon exercise of an option which is deemed "disqualifying"
under Section 422A of the Code, so as to require the withholding of Federal,
State or Local taxes, the option holder agrees promptly to pay to the Company
the amount of such taxes if the Company is unable to withhold the necessary
sums.
J. Other Terms. Each option will contain those further or different
restrictions and provisions as the Committee and the Board deem to be
reasonable and appropriate and in the best interests of the Company.
<PAGE>
Section 8. Provisions of Non-Qualified Stock Options
Each Non-Qualified Stock Option granted under the Plan will contain the
provisions of Subsections 7.A, B, C, E and F above and, in addition, such
terms, conditions and restrictions as the Committee deems to be reasonable and
appropriate and in the best interests of the Company, including the following:
A. Transfer. Each option by its terms will be exercisable,
during the lifetime of the optionholder to whom it is granted, only by the
option holder and by any member of the option-holder's immediate family, or
the trust for the benefit of such member, to whom the option (or a portion
thereof) is assigned and will not be otherwise transferable except by the laws
of descent and distribution.
B. Termination of Employment/Retirement/Disability/Death. Each
option will provide that if the employment of the optionholder is terminated
(whether or not in connection with the death or disability of the option
holder), and the option has not otherwise expired or terminated by its terms,
then the option will expire if not exercised within one year after
termination of employment. If the optionholder's employment is terminated
for retirement (not related to a disability), and the option has not
otherwise expired or terminated by its terms, then the option will expire if
not exercised within three years after retirement. Nevertheless, an option
holder whose employment is terminated by reason of conduct which the
Committee determines to have been knowingly fraudulent, deliberately
dishonest, disloyal or willful misconduct, or who engages in such conduct
(including violation of any agreement with the Company) after retirement,
shall forfeit all rights under the option. The extent to which an option may
be exercised following an optionholder's termination of employment or
retirement is limited to the number of shares which the optionholder could
have purchased on the date of such termination or retirement.
C. Withholding. Except for options granted to non-employee
directors, each option shall provide that the option holder shall agree to pay
to the Company upon exercise of the option all Federal, State and Local taxes
required to be withheld. The Committee may, nevertheless, determine to
withhold from the Stock to be issued that number of shares valued at their
fair market value at the time, that would satisfy the amount required to be
withheld.
D. Non-Employee Director Options. Each option granted to a
non-employee director shall provide that it may be exercised not less than one
year after grant.
Section 9. Government Regulations
The Plan, the options and the Stock under option will be subject to all
applicable Federal and State statutes, rules and regulations, including,
without limitation, all applicable Federal and State securities laws. If, in
the opinion of the Company's counsel, the transfer, issue or sale of any
shares of its Stock under the Plan is not lawful for any reason, the Company
will not be obliged to transfer, issue or sell any Stock and, subject to
Section 12, the Committee may amend the Plan or any Option Agreement to
conform to the requirements of applicable statutes, rules and regulations.
<PAGE>
Section 10. Other Limitations
A. The granting of any option under this Plan will be solely at the
discretion of the Committee and neither the adoption of the Plan nor any of
the terms and provisions herein will give, or be construed to give, any
director, officer or other employee or other person any right to participate
in the Plan or to receive any options under it.
B. The adoption of the Plan and the granting of an option under it
will not constitute an understanding or agreement, express or implied, upon
the part of the Company to employ the recipient of the option for any
specified time.
Section 11. Adjustments
If there is any change in the Stock through the declaration of stock
dividends, or through recapitalization resulting in stock splits, or
combinations or exchanges of shares or otherwise, the number of shares
available for option and the shares subject to any option and the option
prices shall be appropriately adjusted by the Committee.
Section 12. Termination and Amendment of the Plan
The Board of Directors of the Company may at any time amend or terminate
the Plan. If not sooner terminated, the Plan will terminate automatically
three years from the effective date.
No amendment will adversely affect an option previously granted
hereunder. Unless holders of at least a majority of the outstanding shares of
stock approve, no amendment (except under Section 11) will increase the
maximum number of shares which may be delivered under the Plan, change the
class of persons eligible to receive options, reduce the minimum option price
hereinbefore specified, extend the maximum period during which an option may
be exercised, materially increase the benefits accruing to eligible persons
under the Plan, or otherwise effect a change required by Section 16(b) of the
1934 Act, as amended, to be approved by such majority.
With the consent of the affected option holder, the Committee may amend
outstanding options, provided, however, the amendment is consistent with the
Plan.
Section 13. Laws Governing
The validity and construction of the Plan and any Agreement under it will
be governed by the laws of the State of Delaware.
EXHIBIT 5.1
WOODS, OVIATT, GILMAN, STURMAN & CLARKE LLP
44 Exchange Street
Rochester, New York 14614
Tel. No. (716) 454-5370
Fax No. (716) 454-3968
November 17, 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 1,250,000 shares of $.01 par value common stock to be issued pursuant
to options granted under the Paychex, Inc. 1995 Stock Incentive Plan (the
"Plan").
We are familiar with the 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 Plan, 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 Plan, 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) pertaining to the Paychex, Inc. 1995 Stock Incentive Plan of our
report dated June 30, 1995, 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, 1995, filed with the Securities and
Exchange Commission.
Syracuse, New York /s/ Ernst & Young LLP
November 17, 1995
EXHIBIT 23.2
WOODS, OVIATT, GILMAN, STURMAN & CLARKE LLP
44 Exchange Street
Rochester, New York 14614
Tel. No. (716) 454-5370
Fax No. (716) 454-3968
November 17, 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 1,250,000 shares of $.01 par value common stock to be issued pursuant
to options granted under the Paychex, Inc. 1995 Stock Incentive Plan (the
"Plan").
We are familiar with the 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 Plan, 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 Plan, 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 24.1
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
Paychex, Inc. 1995 Stock Incentive Plan and the registration of 1,250,000
shares of common stock, to be issued thereunder together with 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: October 31, 1995 /s/ Grant M. Inman
____________________________
Grant M. Inman
<PAGE>
EXHIBIT 24.1
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
Paychex, Inc. 1995 Stock Incentive Plan and the registration of 1,250,000
shares of common stock, to be issued thereunder together with 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: November 3, 1995 /s/ Donald W. Brinckman
____________________________
Donald W. Brinckman
<PAGE>
EXHIBIT 24.1
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
Paychex, Inc. 1995 Stock Incentive Plan and the registration of 1,250,000
shares of common stock, to be issued thereunder together with 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: November 6, 1995 /s/ J. Robert Sebo
____________________________
J. Robert Sebo
<PAGE>
EXHIBIT 24.1
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
Paychex, Inc. 1995 Stock Incentive Plan and the registration of 1,250,000
shares of common stock, to be issued thereunder together with 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 substitutes, may lawfully do or cause to be done by
virtue thereof.
Dated: November 8, 1995 /s/ Harry P. Messina, Jr.
____________________________
Harry P. Messina, Jr.
<PAGE>
EXHIBIT 24.1
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
Paychex, Inc. 1995 Stock Incentive Plan and the registration of 1,250,000
shares of common stock, to be issued thereunder together with 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 substitutes, may lawfully do or cause to be done by
virtue thereof.
Dated: November 2, 1995 /s/ Phillip Horsley
____________________________
Phillip Horsley
<PAGE>
EXHIBIT 24.1
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
Paychex, Inc. 1995 Stock Incentive Plan and the registration of 1,250,000
shares of common stock, to be issued thereunder together with 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 substitutes, may lawfully do or cause to be done by
virtue thereof.
Dated: November 2, 1995 /s/ Steven D. Brooks
____________________________
Stephen D. Brooks
<PAGE>
