As filed with the Securities and Exchange Commission on October 30, 1996.
Registration No. 333-
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: [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
SHARES PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SHARES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
Common Stock, $.10 par value per share 96,982 $40.625 $3,939,893.70 $1,193.91
</TABLE>
(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 October 23, 1996 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 OCTOBER 30, 1996
PROSPECTUS
AUTOMATIC DATA PROCESSING, INC.
96,982 SHARES
COMMON STOCK
This Prospectus relates to 96,982 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 on October 4,
1996 in connection with an agreement dated as of October 4, 1996, whereby the
Company acquired all the stock of DP/Associates Inc., a Maryland corporation
owned by the Selling Stockholders. 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
____________, 1996, the last sales price for the shares of Common Stock as
reported on the New York Stock Exchange was $_____ 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 ____________, 1996.
<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 Citicorp
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 Commission maintains a World Wide Web site that
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission. The address of
such site is "http://www.sec.gov". 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, 1996, and
(b) 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 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
2
<PAGE>
modified or superseded shall not be deemed to constitute a
part of this Prospectus, except as so modified 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 on October 4,
1996 in connection with an agreement dated as of October 4, 1996, whereby the
Company acquired all the stock of DP/Associates, Inc., a Maryland corporation
owned by the Selling Stockholders (the "Stock Purchase"). Currently, Robert M.
Evans is the President and Treasurer and Donald L. Fink and H. Franklin
Tapscott are Vice Presidents of DP/Associates, Inc. The following table sets
forth with respect to each of the Selling Stockholders (i) the number of Shares
beneficially owned as of October 23, 1996 and prior to the offering
contemplated hereby, (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:
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
PRIOR TO OFFERING Shares To Be AFTER OFFERING
<S> <C> <C> <C> <C> <C>
SELLING STOCKHOLDER SHARES PERCENTAGE SOLD SHARES PERCENTAGE
Robert M. Evans 67,888 * 67,888 0 0
Donald L. Fink 24,645 * 24,245 0 0
H. Franklin Tapscott 4,849 * 4,849 0 0
</TABLE>
______________________
* Less than 1%
3
<PAGE>
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.
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, 1996 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 31,881 shares of the Company's Common Stock.
4
<PAGE>
No dealer, salesperson or other
individual has been authorized
to give any information or
make any representations not 96,982 SHARES
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. AUTOMATIC DATA
This Prospectus does not PROCESSING, INC.
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 Common Stock
Company since the date hereof.
TABLE OF CONTENTS P R O S P E C T U S
PAGE
Available Information
Incorporation of
Certain Documents
by Reference..................
The Company ....................
Use of Proceeds.................
Selling Stockholders............
Plan of Distribution............
Experts.........................
Legal Opinion...................
____________________, 1996
5
<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......................................... $ 1,194
Accounting fees and expenses.................................... $ 2,000
Legal fees and expenses......................................... $ 4,000
Miscellaneous expenses.......................................... $ 306
_________
Total....................................................... $ 7,500
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
II-1
<PAGE>
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."
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
30th day of October, 1996.
AUTOMATIC DATA PROCESSING, INC.
(Registrant)
By /S/ ARTHUR F. WEINBACH
Arthur F. Weinbach
President 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ ARTHUR F. WEINBACH President and Chief October 30, 1996
(Arthur F. Weinbach) Executive Officer
(Principal Executive Officer)
/s/ RICHARD J. HAVILAND Vice President, Finance (Principal October 30, 1996
(Richard J. Haviland) Financial Officer)
/s/ JOSH S. WESTON Chairman of the Board October 30, 1996
(Josh S. Weston)
/s/ GARY C. BUTLER Director October 30, 1996
(Gary C. Butler)
/s/ Director October 30, 1996
(Joseph A. Califano, Jr.)
II-4
<PAGE>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Director October 30, 1996
(Leon G. Cooperman)
/s/ GEORGE H. HEILMEIER Director October 30, 1996
(George H. Heilmeier)
/s/ Director October 30, 1996
(Ann Dibble Jordan)
/s/ HARVEY M. KRUEGER Director October 30, 1996
(Harvey M. Krueger)
/s/ Director October 30, 1996
(Charles P. Lazarus)
/s/ Director October 30, 1996
(Frederic V. Malek)
/s/ HENRY TAUB Director October 30, 1996
(Henry Taub)
/s/ LAURENCE A. TISCH Director October 30, 1996
(Laurence A. Tisch)
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
<S> <C> <C>
4.1 Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit (3)-#1 to Registrant's Annual
Report on Form 10-K for the fiscal year ended June 30, 1995)
4.2 By-laws 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)
5.1 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 5.1)
23.2 Consent of Deloitte & Touche LLP
</TABLE>
Exhibit 5.1
AUTOMATIC DATA PROCESSING, INC.
Corporate Headquarters
One ADP Boulevard
Roseland, New Jersey 07068-1728
October 30, 1996
Board of Directors
Automatic Data Processing, Inc.
One ADP Boulevard
Roseland, New Jersey 07068
Re: REGISTRATION STATEMENT ON FORM S-3 FILED ON OCTOBER 23, 1996
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 October 30, 1996
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 96,982 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 and 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 examinations 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 issued and are fully paid and non-assessable.
<PAGE>
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 consent, I do not thereby admit that I come within the category of persons
whose consent is required by the Act or Rules.
Very truly yours,
/s/ James B. Benson
James B. Benson
General Counsel
2
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 14,
1996 (which expresses an unqualified opinion and includes an explanatory
paragraph relating to changes in accounting principles for postemployment
benefits other than pensions and for income taxes), 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, 1996 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
New York, New York
October 30, 1996
3
