Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
AUTOMATIC DATA PROCESSING, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-1467904
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification
Number)
One ADP Boulevard, Roseland, New Jersey 07068
(Address of Principal Executive Offices) (Zip Code)
KEY EMPLOYEES' RESTRICTED STOCK PLAN
(Full title of the Plan)
James B. Benson
Vice President, General Counsel
and Assistant Secretary
Automatic Data Processing, Inc.
One ADP Boulevard
Roseland, New Jersey 07068
(Name and address of agent for services)
(201) 994-5000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
____________________________________________________________________
Title of Proposed Proposed
securities to Amounts to maximum maximum Amount of
be registered be offering aggregate registration
registered price per offering fee
share*
____________________________________________________________________
Common Stock,
par value 150,000 $54.56 $8,184,000 $2,822.20
$.10 per share shares
___________________________________________________________________
* Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c), on the basis of $54.56, the
average of the high and low prices for the Common Stock on the
New York Stock Exchange on March 9, 1994.
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INFORMATION OF EARLIER REGISTRATION BY REFERENCE
In accordance with General Instruction E to Form S-8, the
contents of Registration Statements No. 33-25290 and 33-38338 on
Form S-8 of Automatic Data Processing, Inc. (the "Company") which
were filed with the Securities and Exchange Commission on November
7, 1988 and December 21, 1990, respectively, are incorporated herein
by reference.
AMENDMENT TO PLAN
The Company's Key Employees' Restricted Stock Plan (the "Plan")
was adopted by the Company's Board of Directors on June 25, 1969.
The total number of shares allocated to the Plan, as amended on
March 23, 1989 and January 21, 1991, is 1,968,040.
LEGAL OPINION
The validity of the shares of the Company's Common Stock being
registered pursuant hereto has been passed upon by James B. Benson,
Esq., Vice President and General Counsel of the Company. Mr.
Benson, a full-time employee of the Company, beneficially owns
10,186 shares of the Company's Common Stock and holds options to
purchase an additional 68,000 shares of Common Stock.
EXHIBITS
Exhibit No.
5 Opinion of Counsel
23(a) Consent of Deloitte and Touche
23(b) Consent of Counsel (included in Exhibit No. 5)
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;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this registration statement or any material
change to such information in this registration
statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
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(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; and
(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 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to 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 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 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
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
Roseland, State of New Jersey, on the 9th day of March, 1994.
AUTOMATIC DATA PROCESSING, INC.
(Registrant)
March 9, 1994 By /s/ Josh S. Weston
Josh S. Weston, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1933, this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Josh S. Weston Chairman of the Board March 9, 1994
(Josh S. Weston) and Director
(Principal Executive
Officer)
/s/ Fred D. Anderson, Jr. Chief Financial Officer March 9, 1994
(Fred D. Anderson, Jr.) and Corporate Vice
President (Principal
Financial Officer)
/s/ Richard J. Haviland Controller and March 9, 1994
(Richard J. Haviland) Corporate Vice
President
/s/ Joseph A. Califano, Jr. Director March 9, 1994
(Joseph A. Califano, Jr.)
/s/ Leon G. Cooperman Director March 9, 1994
(Leon G. Cooperman)
/s/ Edwin D. Etherington Director March 9, 1994
(Edwin D. Etherington)
/s/ Ann Dibble Jordan Director March 9, 1994
(Ann Dibble Jordan)
/s/ Harvey M. Krueger Director March 9, 1994
(Harvey M. Krueger)
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/s/ Charles P. Lazarus Director March 9, 1994
(Charles P. Lazarus)
Director
(Frederic V. Malek)
/s/ Henry Taub Director March 9, 1994
(Henry Taub)
/s/ Laurence A. Tisch Director March 9, 1994
(Laurence A. Tisch)
/s/ Arthur F. Weinbach Director March 9, 1994
(Arthur F. Weinbach)
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INDEX TO EXHIBITS
Exhibit Description Page
5 Opinion of Counsel 7
23(a) Consent of Deloitte and Touche 8
23(b) Consent of Counsel (included in Exhibit No. 5) 7
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EXHIBIT 5
(201) 994-5750
March 9, 1994
Board of Directors
Automatic Data Processing, Inc.
One ADP Boulevard
Roseland, New Jersey 07068
Re: Automatic Data Processing, Inc.
Registration Statement on Form S-8
(Key Employees' Restricted Stock Plan)
Gentlemen:
I have acted as counsel to Automatic Data Processing, Inc., a
Delaware corporation (the "Company"), in connection with the
registration by the Company of 150,000 shares of the Company's
Common Stock, par value $.10 per share (the "Shares"), pursuant to
the Company's Registration Statement on Form S-8 which is to be
filed with the Securities and Exchange Commission on March 11, 1994
(the "Registration Statement").
In this connection, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of such
corporate records, certificates and written and oral statements of
officers and accountants of the Company and of public officials, and
other documents that I have considered necessary and appropriate for
this opinion and, based thereon, I advise you that, in my opinion:
1. The Company has been duly incorporated and is validly
existing under the laws of the State of Delaware.
2. The Company has corporate authority to issue the Shares in
the manner and under the terms set forth in the
Registration Statement.
3. The Shares have been duly authorized and, when issued in
accordance with the Company's Key Employees' Restricted
Stock Plan referred to in the Registration Statement, will
be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement, to its use as part of the Registration
Statement, and to the use of my name in the Registration Statement.
Very truly yours,
/s/ James B. Benson
James B. Benson
General Counsel
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EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Automatic Data Processing, Inc. on Form S-8 of our
reports dated August 17, 1993, appearing in and incorporated by
reference in the Annual Report on Form 10-K of Automatic Data
Processing, Inc. for the year ended June 30, 1993.
DELOITTE & TOUCHE
New York, New York
March 9, 1994
8
March 11, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Registration Statement on Form S-8 for the Key Employees'
Restricted Stock Plan of Automatic Data Processing,Inc.
Gentlemen:
We are hereby electronically filing via EDGAR,pursuant to Rule 402(c)
of the Securities Act of 1933 and Rule 309(b) of Regulation S-T, a copy of
the above Registration Statement on Form S-8, including all exhibits
thereto. On the date hereof, a paper printout of this electronic filing is
being mailed to the Securities and Exchange Commission (pursuant to Rule
901(d) of Regulation S-T) and to each of the stock exchanges on which
Automatic Data Processing,Inc.'s securities are listed.
The requisite $2,822.20 filing fee, calculated in accordance with
Rule 457(c) of the Securities Act of 1933,is being paid to the Securities
and Exchange Commission on the date hereof via wire transfer to the U.S.
Treasury designated lockbox depository at the Mellon Bank in Pittsburgh,
Pennsylvania.
Very truly yours,
/s/ James B. Benson
James B. Benson
General Counsel/
Corporate Vice President
