As filed with the Securities and Exchange Commission on November 19, 1999
Registration No. 333-15105
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PAYCHEX, INC.
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(Exact name of registrant as specified in its charter)
Delaware 16-1124166
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(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or organization)
911 Panorama Trail South
Rochester, New York 14625
(716) 385-6666
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(Address, including zip code and telephone number, including area code,
of registrant's principal executive offices)
John M. Morphy
Vice President, Chief Financial Officer
911 Panorama Trail South
Rochester, New York 14625
(716) 385-6666
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(Name, address, including zip code and telephone number, including area
code, of agent for service)
Copy to:
Harry P. Messina, Jr., Esq.
Woods, Oviatt, Gilman, Sturman & Clarke LLP
700 Crossroads Building
Rochester, New York 14614
This Post-Effective Amendment No. 2 is being filed to de-register 3,556,111
shares of Common Stock (the "Shares") of PAYCHEX, INC. (the "Registrant")
covered by the Form S-3 Registration Statement No. 333-15105 filed on October
30, 1996 as amended by Post-Effective Amendment No. 1 filed May 22, 1997 (the
"Registration Statement") and declared effective May 27, 1997. All shares
reflect the 3-for-2 stock splits which occurred on May 29, 1997, May 15, 1998
and May 21, 1999. The Shares which were registered for resale pursuant to Rule
415 (the "Offering"), have been sold pursuant to the Registration Statement as
of the date of this Post-Effective Amendment No. 2 or remain unsold. All such
Shares are now unrestricted and freely tradeable pursuant to Rule 144(k). The
terms of the offering are described in the prospectus filed as part of the
Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Post-Effective Amendment No. 2 to Registration Statement on
Form S-3 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rochester, State of New York, on November 10, 1999.
PAYCHEX, INC.
By: /s/ John M. Morphy
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John M. Morphy, Vice President,
Chief Financial Officer and Secretary
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 2 to Registration Statement on Form S-3 has been signed by the
following persons in the capacities and on dates indicated.
Name Title Date
/s/ B. Thomas Golisano Chairman of the Board, November 10, 1999
- ---------------------- Chief Executive Officer,
B. Thomas Golisano President and Director
/s/ John M. Morphy Vice President, Chief November 10, 1999
- ---------------------- Financial Officer and
John M. Morphy Secretary
* Director November 10, 1999
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Steven D. Brooks
* Director November 10, 1999
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G. Thomas Clark
* Director November 10, 1999
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Phillip Horsley
* Director November 10, 1999
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Grant M. Inman
* Director November 10, 1999
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Harry P. Messina, Jr.
* Director November 10, 1999
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J. Robert Sebo
* By: /s/ B. Thomas Golisano
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B. Thomas Golisano, as Attorney-in-Fact
