As filed with the Securities and Exchange Commission on November 10, 1994
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 Proposed Proposed
of maximum maximum
securities Amounts offering aggregate Amount of
to be to be price offering registration
registered registered per share* price* fee
_________________________________________________________
Common
Stock,
par
value
$.10 per 200,000 $57.75 $11,550,000 $3,982.76
share shares
_________________________________________________________
* Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c), on the
basis of $57.75, the average of the high and low
prices for the Common Stock on the New York Stock
Exchange on November 8, 1994.
Exhibit List on Page 7
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INCORPORATION OF EARLIER REGISTRATION STATEMENTS BY REFERENCE
In accordance with General Instruction E to Form S-8,
the contents of Registration Statements No. 33-25290, 33-
38338 and 33-52629 on Form S-8 of Automatic Data
Processing, Inc. (the "Company") which were filed with
the Securities and Exchange Commission on November 7,
1988, December 21, 1990 and March 11, 1994, 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,
January 21, 1991 and August 15, 1994, is 2,168,040.
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 45,900 shares of the
Company's Common Stock.
EXHIBITS
Exhibit No.
5 Opinion of Counsel
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Counsel (included in
Exhibit No. 5)
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Provision for indemnification of directors and officers
is made in Section 145 of the Delaware General
Corporation Law.
Article Fifth, Sections 3 and 4 of the Company's Amended
Restated Certificate of Incorporation provide as follows:
"The Corporation shall indemnify all directors and
officers of the Corporation to the full extent permitted
by the General Corporation Law of the State of Delaware
(and in particular Paragraph 145 thereof), as from time
to time amended, and may purchase and maintain insurance
on behalf of such directors and officers. In addition,
the Corporation shall, in the manner and to the extent as
the By-laws of the Corporation shall provide, indemnify
to the full extent permitted by the General Corporation
Law of the State of Delaware (and in particular Paragraph
145 thereof), as from time to time amended, such other
persons as the By-laws shall provide, and may purchase
and maintain insurance on behalf of such other persons."
"A director of the Corporation shall not be held
personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for 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) under Section 174 of the
General Corporation Law of the State of Delaware, or (iv)
for any transaction from which the director derived an
improper personal benefit. Any repeal or modification of
this paragraph by the stockholders of the Corporation
shall not adversely affect any right or protection of any
director of the Corporation existing at the time of, or
for or with respect to any acts or omissions occurring
prior to, such repeal or modification."
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Finally, Article XIV, Section 6 of the Company's By-
laws provides as follows:
"Section 6. Indemnification of Directors and Officers
and Others: The Corporation shall indemnify all
directors and officers of the Corporation to the full
extent permitted by the General Corporation Law of the
State of Delaware (and in particular Section 145
thereof), as from time to time amended, and may purchase
and maintain insurance on behalf of such directors and
officers. This indemnification applies to all directors
and officers of the Corporation who sit on the boards of
non-profit corporations in keeping with the Corporation's
philosophy."
"The Corporation shall indemnify any other person or
employee who may have served at the request of the
Corporation to the full extent permitted by the General
Corporation Law of the State of Delaware (and in
particular Section 145 thereof) so long as such person or
employee 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, further, so long as his
actions were not in violation of corporate policies and
directives."
As permitted by Section 145 of the General Corporation
Law of the State of Delaware and the Company's
Certificate and By-laws, the Company also maintains a
directors and officers liability insurance policy which
insures, subject to certain exclusions, deductibles and
maximum amounts, directors and officers of the Company
against damages, judgments, settlements and costs
incurred by reason of certain acts committed by such
persons in their capacities as directors and officers.
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 registration statement
is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed
with or furnished to the Commission 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.
(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.
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<PAGE>
(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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<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities
Exchange 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 10th
day of November, 1994.
AUTOMATIC DATA PROCESSING, INC.
(Registrant)
November 10, 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 November 10, 1994
(Josh S. Weston) of the Board
and Director
(Principal
Executive
Officer)
/s/ Fred D. Anderson, Jr. Chief November 10, 1994
(Fred D. Anderson, Jr.) Financial
Officer and
Corporate
Vice President
(Principal
Financial
Officer)
/s/ Richard J. Haviland Controller November 10, 1994
(Richard J. Haviland) and Corporate
Vice President
/s/ Joseph A. Califano, Jr. November 10, 1994
(Joseph A. Califano, Jr.) Director
/s/ Leon G. Cooperman Director November 10, 1994
(Leon G. Cooperman)
/s/ Edwin D. Etherington Director November 10, 1994
(Edwin D. Etherington)
/s/ Ann Dibble Jordan Director November 10, 1994
(Ann Dibble Jordan)
/s/ Harvey M. Krueger Director November 10, 1994
(Harvey M. Krueger)
5
<PAGE>
/s/ Charles P. Lazarus Director November 10, 1994
(Charles P. Lazarus)
(Frederic V. Malek) Director
/s/ Henry Taub Director November 10, 1994
(Henry Taub)
/s/ Laurence A. Tisch Director November 10, 1994
(Laurence A. Tisch)
/s/ Arthur F. Weinbach Director November 10, 1994
(Arthur F. Weinbach)
6
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<PAGE>
INDEX TO EXHIBITS
Exhibit Description Page
5 Opinion of Counsel 8
23(a) Consent of Deloitte and
Touche LLP 9
23(b) Consent of Counsel (included
in Exhibit No. 5) 8
7
<PAGE>
<PAGE>
EXHIBIT 5
November 10, 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
200,000 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 November
10, 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<PAGE>
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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 15, 1994,
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, 1994.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New York, New York
November 10, 1994
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November 10, 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 each of the
stock exchanges on which Automatic Data Processing,
Inc.'s securities are listed.
The requisite $3,982.76 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
