As filed with the Securities and Exchange Commission on March 21, 1995.
Registration No. 33-
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-3
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 (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
One ADP Boulevard
Roseland, New Jersey 07068
Phone: (201) 994-5000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
JAMES B. BENSON, ESQ.
Corporate Vice President and General Counsel
One ADP Boulevard
Roseland, New Jersey 07068
(201) 994-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
RICHARD S. BORISOFF, ESQ.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019
(212) 373-3000
Approximate date of commencement of proposed sale to the public: From
time to time or at one time after the effective date of this Registration
Statement as determined by the Selling Stockholders.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box:[]
If any of the securities being registered on this form
are to be offered on a delayed or continuous basis pursuant to Rule 415
of the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box: [X]
CALCULATION OF REGISTRATION FEE
===========================================================================
Title of Shares Proposed Maximum Proposed Maximum Amount of
Shares to be to be Offering Price Aggregate Offering Registration
Registered Registered Per Share(1) Price (1) Fee
Common Stock,
$.10 par value
per share ... 258,868 $62.438 $16,163,071 $5573.55
===========================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based on the average of the high and low sales prices
of the Common Stock on March 15, 1995 as reported on the New York
Stock Exchange.
------------------------------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until this Registration Statement shall
become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale
of these securities in any State in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such State.
SUBJECT TO COMPLETION, DATED MARCH 21, 1995
PROSPECTUS
AUTOMATIC DATA PROCESSING, INC.
258,868 Shares
Common Stock
This Prospectus relates to 258,868 shares (the "Shares" ) of
common stock, $.10 par value ( "Common Stock" ), of Automatic Data
Processing, Inc. (the "Company" ). The Shares may be offered by certain
stockholders of the Company (the "Selling Stockholders" ) from time to
time or at one time in transactions on the New York Stock Exchange, the
Chicago Stock Exchange or the Pacific Stock Exchange, in negotiated
transactions or through a combination of such methods of sale, at fixed
prices, which may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Stockholders may effect such transactions by selling
the Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of the
Shares for whom such broker-dealers may act as agents or to whom they
sell as principals, or both (which compensation as to a particular broker-
dealer might be in excess of customary compensation). See "Selling
Stockholders" and "Plan of Distribution".
The Selling Stockholders received the Shares from the Company
in connection with an agreement dated as of February 23, 1995, whereby
ADP Mergerco, Inc., a wholly-owned subsidiary of the Company, was
merged with and into Hayes-Ligon Corporation, a Maryland corporation
owned by the Selling Stockholders, in a pooling-of-interests transaction.
See "Selling Stockholders". The Selling Stockholders may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act" ). See Plan of Distribution.
The shares of Common Stock of the Company are traded on the
New York Stock Exchange, the Chicago Stock Exchange and the Pacific
Stock Exchange. On March 20, 1995, the last sales price for the shares
of Common Stock as reported on the New York Stock Exchange was $63-7/8
per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is March , 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act" ), and
in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission" ). Such reports, proxy statements and other information
can be inspected and copied at the public reference facilities maintained
by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549; and at the Commission's regional offices at 7
World Trade Center, Suite 1300, New York, New York 10048; and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material can be obtained
from the Public Reference Section of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Company's Common Stock is listed on the New York Stock
Exchange, the Chicago Stock Exchange, and the Pacific Stock Exchange,
and such reports, proxy statements and other information concerning the
Company can be inspected at the office of the New York Stock Exchange,
20 Broad Street, New York, New York 10005, the office of the Chicago
Stock Exchange, 120 South LaSalle Street, Chicago, Illinois 60603, and
the offices of the Pacific Stock Exchange, 618 South Spring Street, Los
Angeles, California 90014 and 310 Pine Street, San Francisco, California
94104.
The Company has filed with the Commission a registration
statement (the "Registration Statement" ) under the Securities Act, with
respect to the securities offered hereby. This Prospectus, which constitutes
a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain items of which
are contained in schedules and exhibits to the Registration Statement as
permitted by the rules and regulations of the Commission. Statements
made in this Prospectus as to the contents of any contract, agreement or
other document referred to are not necessarily complete. With respect to
each such contract, agreement or other document filed as an exhibit to the
Registration Statement, reference is made to the exhibit for a more
complete description of the matter involved, and each such statement shall
be deemed qualified in its entirety by such reference. Items and
information omitted from this Prospectus but contained in the Registration
Statement may be inspected and copied at the Public Reference Facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed by the Company
with the Commission, as noted below, are incorporated by reference into
this Prospectus: (a) Annual Report on Form 10-K for the fiscal year
ended June 30, 1994; (b) Quarterly Reports on Form 10-Q for the fiscal
quarters ended September 30, 1994 and December 31, 1994; and (c) the
description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A under the Exchange Act filed with
the Commission on January 21, 1992, including all amendments and
reports filed for the purpose of updating such description. All of the
above referenced documents were filed under Commission File
No. 1-5397.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of the offering of the Shares, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing such documents. Any statement contained herein or in any
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for the purposes of this
Prospectus 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 to constitute a
part of this Prospectus, except as so modified
2
<PAGE>
or superseded. The Company will provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus is
delivered, upon written or oral request of such person, a copy of any
or all of the information that has been incorporated by reference in
this Prospectus (excluding exhibits to such information which are not
specifically incorporated by reference into such information).
THE COMPANY
Automatic Data Processing, Inc., incorporated in Delaware in
1961, and its subsidiaries are engaged in the computing services business.
The Company's principal executive offices are located at One ADP
Boulevard, Roseland, New Jersey 07068 (telephone (201) 994-5000). As
used in this Prospectus, the term the "Company" means Automatic Data
Processing, Inc. and its consolidated subsidiaries, unless the context
otherwise requires.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale
of the Shares by the Selling Stockholders.
SELLING STOCKHOLDERS
The Selling Stockholders received the Shares from the Company
in connection with an agreement dated as of February 23, 1995, whereby
ADP Mergerco, Inc., a wholly-owned subsidiary of the Company, was
merged with and into Hayes-Ligon Corporation, a Maryland corporation
owned by the Selling Stockholders, in a pooling-of-interests transaction
(the "Pooling" ). Stephen Hayes is currently the Vice President and
General Manager of Hayes-Ligon Corporation, a part of the Dealer
Services division of the Company. Richard Hyatt is the Vice President
of operations of Hayes-Ligon Corporation. All other Selling Stockholders
are neither officers nor directors of the Company or any of its divisions.
The following table sets forth with respect to each of the Selling
Stockholders (i) the number of Shares beneficially owned as of
February 28, 1995 and prior to the offering contemplated hereby
(approximately 10% of the shares held by each Selling Stockholder are
held in escrow pursuant to the agreements under which the Pooling was
consummated), (ii) the maximum number of Shares which may be sold in
the offering and (iii) the number of Shares which will be beneficially
owned after the offering, assuming the sale of all the Shares set forth in
(ii) above:
Beneficial Ownership Beneficial Ownership
Prior to Offering Shares To Be After Offering
Selling Stockholder Shares Percentage Sold Shares Percentage
Larry S. Hayes 55,284 * 55,284 0 0
Richard Hyatt 15,030/1 * 15,030 0 0
William Ligon 52,801 * 52,801 0 0
Harold R. Brawner 35,748 * 35,748 0 0
Larry G. Settle 32,166/2 * 32,166 0 0
William A. Ward 16,547 * 16,547 0 0
David Settle 11,032 * 11,032 0 0
John R. Pfeffer 74 * 74 0 0
3
<PAGE>
Beneficial Ownership Beneficial Ownership
Prior to Offering Shares To Be After Offering
Selling Stockholder Shares Percentage Sold Shares Percentage
AMS-J Trust, 10,913 * 10,913 0 0
John M. Scott, Jr.,
Trustee
Bernard F. Snyder 5,516 * 5,516 0 0
Gary Allen Dove 3,921 * 3,921 0 0
The Arthur C. Henrie 3,351 * 3,351 0 0
Self-Directed Individual
Retirement Account
Yewell G. Lawrence 3,351 * 3,351 0 0
The John R. Pfeffer 3,267 * 3,267 0 0
Self-Directed Individual
Retirement Account
Melinda Pfeffer 3,267 * 3,267 0 0
Steven S. Pfeffer 3,267 * 3,267 0 0
The Henry B. Pfeffer 1,111 * 1,111 0 0
Irrevocable Trust
The Jane Sager Pfeffer 1,111 * 1,111 0 0
Irrevocable Trust
The Charlotte C. Pfeffer 1,111 * 1,111 0 0
Irrevocable Trust
______________________
* Less than 1%
1/ All shares are subject to currently exercisable options.
2/ Includes 14,703 shares subject to currently exercisable options.
PLAN OF DISTRIBUTION
The sale of the Shares by the Selling Stockholders may be effected
from time to time or at one time in transactions on the New York Stock
Exchange, the Chicago Stock Exchange or the Pacific Stock Exchange,
in negotiated transactions or through a combination of such methods of
sale, at fixed prices, which may be changed, at market prices prevailing
at the time of sale, at fixed prices, related to such prevailing market
prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders and/or the
purchasers of the Shares for whom such broker-dealers might act as
agents or to whom they sell as principals, or both (which compensation
as to a particular broker-dealer may be in excess of customary
compensation).
The Selling Stockholders and any broker-dealers who act in
connection with the sale of the Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act,
and any commissions received by them and profit on any resale of the
Shares as principals might be deemed to be underwriting discounts and
commissions under the Securities Act. The Company has agreed to
indemnify the Selling Stockholders against certain liabilities, including
liabilities under the Securities Act as underwriters or otherwise.
4
<PAGE>
EXPERTS
The financial statements and the related financial statement
schedules incorporated in this Prospectus by reference from the
Company's Annual Report on Form 10-K for the year ended June 30,
1994 have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their reports, which are incorporated herein by reference, and
have been so incorporated in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.
LEGAL OPINION
The validity of the authorization and issuance of the securities
offered hereby is being passed upon for the Company by James B.
Benson, Esq., Corporate Vice President and General Counsel of the
Company. As of the date hereof, Mr. Benson beneficially owns 28,166
shares of the Company's Common Stock.
5
<PAGE>
No dealer, salesperson or other individual has
been authorized to give any information or make any
representations not contained in this Prospectus in
connection with the offering covered by this
Prospectus. If given or made, such information or
representations must not be relied upon as having
been authorized by the Company. This Prospectus
does not constitute an offer to sell, or a solicitation
of an offer to buy, any securities in any jurisdiction
where, or to any person to whom, it is unlawful to
make such offer or solicitation. Neither the delivery
of this Prospectus nor any sale made hereunder
shall, under any circumstances, create an implication
that there has not been any change in the facts set
forth in this Prospectus or in the affairs of the
Company since the date hereof.
TABLE OF CONTENTS
Page
Available Information . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by
Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Selling Stockholders. . . . . . . . . . . . . . . . . . . . . . . . 3
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . . . . 4
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
258,868 Shares
AUTOMATIC DATA
PROCESSING, INC.
Common Stock
P R O S P E C T U S
March __, 1995
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration fee to the Securities
and Exchange Commission . . . . . . . . . . . . . . . . . . . $ 4,849
Accounting fees and expenses. . . . . . . . . . . . . . . . . $ 2,000
Legal fees and expenses . . . . . . . . . . . . . . . . . . . $ 4,000
Miscellaneous expenses. . . . . . . . . . . . . . . . . . . . .$ 1,151
Total. . . . . . . . . . . . . . . . . . . . . . . . . . .$12,000
The foregoing items, except for the registration fee to the
Securities and Exchange Commission, are estimated. All expenses of the
offering, other than selling discounts, commissions and legal fees and
expenses incurred separately by the Selling Stockholders, will be paid by
the Company.
Item 15. 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
II-1
<PAGE>
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."
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.
Item 16. Exhibits.
A list of exhibits included as part of this Registration Statement is
set forth in the Exhibit Index which immediately precedes such exhibits
and is hereby incorporated by reference herein.
Item 17. Undertakings.
(a) Insofar as indemnification for liabilities arising under the Act
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.
II-2
<PAGE>
(b) 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; and
(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, however, that paragraphs (b)(1)(i)
and (b)(1)(ii) above do not apply if the registration statement is on
Form S-3 or Form S-8 and 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
Section 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.
(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.
(c) 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
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.
II-3
<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 of the requirements for filing on Form S-3 and has duly caused this
registration statement, or amendment thereto, to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Roseland,
State of New Jersey, on the 21st day of March, 1995.
AUTOMATIC DATA PROCESSING, INC.
(Registrant)
By /s/ Josh S. Weston
Josh S. Weston, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement, or amendment thereto, has been signed below by
the following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Josh S. Weston Chairman of the Board and March 21, 1995
(Josh S. Weston) Director (Principal Executive
Officer)
/s/ Fred D. Anderson, Jr. Chief Financial Office and March 21, 1995
(Fred D. Anderson, Jr.) Corporate Vice President
(Principal Financial Officer)
/s/ Richard J. Haviland Controller and Corporate Vice March 21, 1995
(Richard J. Haviland) President
(Joseph A. Califano, Jr.) Director March 21, 1995
II-4
<PAGE>
(George H. Heilmeier) Director March 21, 1995
(Leon G. Cooperman) Director March 21, 1995
/s/ Edwin D. Etherington Director March 21, 1995
(Edwin D. Etherington)
(Ann Dibble Jordan) Director March 21, 1995
/s/ Harvey M. Krueger Director March 21, 1995
(Harvey M. Krueger)
/s/ Charles P. Lazarus Director March 21, 1995
(Charles P. Lazarus)
(Frederic V. Malek) Director March 21, 1995
/s/ Henry Taub Director March 21, 1995
(Henry Taub)
/s/ Laurence A. Tisch Director March 21, 1995
(Laurence A. Tisch)
/s/ Arthur F. Weinbach Director March 21, 1995
(Arthur F. Weinbach)
II-5
<PAGE>
EXHIBIT INDEX
Exhibit Exhibit Sequentially
Number Numbered
Page
4.1 Amended Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3(a) to Registrant's Annual
Report on Form 10-K for the fiscal year ended June 30, 1987)
4.2 Bylaws of the Registrant, as amended (incorporated by reference to
Exhibit (3)-#2 to Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1991)
4.3 Form of the Registrant's Common Stock Certificate (incorporated by
reference to Exhibit 4.4 to Registrant's Registration Statement on
Form S-3 filed with the Commission on January 21, 1992)
5 Opinion of James B. Benson, Esq. as to the legality of the securities
being registered hereby
23.1 Consent of James B. Benson, Esq. (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
Exhibit 5
March 21, 1995
Board of Directors
Automatic Data Processing, Inc.
One ADP Boulevard
Roseland, NJ 07068
Re: Registration Statement on Form S-3
Filed on Form S-3 Filed on March 21, 1995
Ladies and Gentlemen:
In connection with the Registration Statement on
Form S-3 (the "Registration Statement") filed by Automatic
Data Processing, Inc. (the "Company") with the Securities
and Exchange Commission on March 21, 1995 pursuant to the
Securities Act of 1933, as amended (the "Act"), and the
rules and regulations promulgated thereunder (the "Rules"),
you have requested that I furnish you with my opinion as to
the legality of the 258,868 shares of the Company's common
stock, $.10 par value (the "Shares"), which are registered
under the Registration Statement.
In this regard, I have examined originals, or
copies authenticated to my satisfaction, of the Company's
Amended Restated Certificate of Incorporation, the Company's
By-Laws, as amended, and the Company's records of corporate
proceedings. In addition, I have made such other examina-
tions of law and fact as I considered necessary in order to
form a basis for the opinions hereinafter expressed.
Based upon the foregoing, I am of the opinion that
the Shares have been duly and validly authorized and
reserved for issuance, and such Shares, when issued and
delivered, will be duly and validly issued and fully paid
and non-assessable.
I hereby consent to the use of my name under the
caption "Legal Opinion" in the Prospectus included in the
Registration Statement and to the use of this opinion as an
exhibit to the Registration Statement. In giving this
<PAGE>
2
consent, I do not thereby admit that I come within the
category of persons whose consent is required by the Act or
the Rules.
Very truly yours,
/s/ James B. Benson
James B. Benson
General Counsel
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Automatic Data Processing, Inc. on
Form S-3 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 and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this
Registration Statement.
DELOITTE & TOUCHE LLP
New York, New York
March 21, 1995
