As filed with the Securities and Exchange Commission on August 15,1996.
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 (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)
EMPLOYEES' SAVING-STOCK OPTION PLAN
(Full title of plan)
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
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<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 750,000 $41.75 $31,312,500.00 $10,797.42
</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 August 12, 1996 as reported on the New York Stock
Exchange.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information required in the Section 10(a) prospectus is included in
documents being maintained and delivered by Automatic Data Processing, Inc.
(the "Company") as required by Note 1 to Form S-8 and by Rule 428 under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Securities and Exchange
Commission (the "Commission"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1995;
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended September 30, 1995, December 31, 1995 and March 31, 1996;
(c) The Company's Current Reports on Form 8-K filed with the Commission
on August 31, 1995 and October 27, 1995, as amended by Current Reports on Form
8-K/A filed with the Commission on October 27, 1995 and October 27, 1995,
respectively; and
(d) 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 other documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities registered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of
filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of the Company's Common Stock being registered
pursuant hereto has been passed upon by James B. Benson, Esq., Corporate Vice
President and General Counsel of the Company. Mr. Benson, a full-time employee
of the Company, beneficially owns 31,881 shares of the Company's Common Stock.
The consolidated financial statements of the Company and its subsidiaries
contained in the documents incorporated by reference herein have been so
incorporated by reference in reliance upon the report
<PAGE>
thereon of Deloitte &
Touche, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
Item 6. 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."
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
<PAGE>
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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
4.1 The Company's Employees' Saving-Stock Option Plan
4.2 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit (3)-#1 to the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 1995)
4.3 By-laws of the Company, as amended (incorporated by reference to
Exhibit (3)-#2 to the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1991)
4.4 Form of the Company's Common Stock Certificate (incorporated by reference
to Exhibit 4.4 to Company'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
Item 9. UNDERTAKINGS.
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 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; (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.
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 this
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.
<PAGE>
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 registrant's Certificate of Incorporation or by-
laws, by contract, 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.
<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-8 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 14th day of August, 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 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 August 14, 1996
(Arthur F. Weinbach) Executive Officer
(Principal Executive Officer)
/S/ RICHARD J. HAVILAND Vice President, Finance (Principal August 14, 1996
(Richard J. Haviland) Financial Officer)
/S/ JOSH S. WESTON Chairman of the Board August 14, 1996
(Josh S. Weston)
/S/ GARY C. BUTLER Director August 14, 1996
(Josh S. Weston)
/S/ JOSEPH A. CALIFANO, JR. Director August 14, 1996
(Joseph A. Califano, Jr.)
<PAGE>
/S/ LEON G. COOPERMAN Director August 14, 1996
(Leon G. Cooperman)
Director August 14, 1996
(George H. Heilmeier)
/S/ ANN DIBBLE JORDAN Director August 14, 1996
(Ann Dibble Jordan)
/S/ HARVEY M. KRUEGER Director August 14, 1996
(Harvey M. Krueger)
Director August 14, 1996
(Charles P. Lazarus)
Director August 14, 1996
(Frederic V. Malek)
/S/ HENRY TAUB Director August 14, 1996
(Henry Taub)
Director August 14, 1996
(Laurence A. Tisch)
</TABLE>
Exhibit 4.1
AUTOMATIC DATA PROCESSING, INC.
EMPLOYEES' SAVING - STOCK OPTION PLAN
The following are the terms and restrictions of the Employees' Saving -
Stock Option Plan ("the Plan"), as adopted by the Board of Directors of
Automatic Data Processing, Inc. (the "Company") on January 29, 1996, for the
French-based employees of the Company and its subsidiaries:
1.The Plan is granted for a period commencing January 1, 1996 and ending
January 31, 1998 (the "Stock Option Period") to all employees of the Company's
French subsidiaries having concluded an indefinite-term employment contract as
of October 31, 1995. No employee shall be granted an option under this Plan if
such employee, immediately after the option is granted, owns stock in the
Company possessing 5% or more of the total combined voting power or value of
all classes of stock of the Company. Persons eligible to participate in the
Plan pursuant to this Section 1 are hereinafter called "Eligible Employees".
2.The maximum number of shares of Common Stock of the Company that may be
issued and sold to all employees of the Company and its subsidiaries in France
and outside of France under the Plan and comparable plans is 10,513,012. For
each Eligible Employee, the maximum number of stock options he may elect to
receive is limited to the nearest whole number of stock options determined by
dividing (a) an amount equal to 10% of his gross annual base salary in effect
on October 31, 1995 (bonuses and benefits in kind excluded), by (b) the price
per share provided in Section 3 below, up to a maximum of 698 options.
3.The price at which the Eligible Employees may exercise their options to
acquire shares of the Company is irrevocably fixed for all the duration of the
Plan to $30.39 per share, corresponding to FRF 148.53 per share, using an
exchange rate of FRF 4.8876 for $1.
4.The shares that the Eligible Employees may decide to acquire by
exercising their options will be paid by monthly deductions from their salaries
over a 23 calendar-month period commencing February 1, 1996 and ending December
31, 1997. Such deductions will correspond to FRF 6.46 per option and will bear
interest at a rate linked with that of the French monetary rate. The funds
collected from the Eligible Employees will be managed by a financial
institution.
5.The Eligible Employees shall be entitled to exercise their stock options
by written notice of exercise delivered to the ADP French subsidiary which
employs them, from January 15 to January 31, 1998.
6.The Eligible Employees who have elected to benefit from stock options may
withdraw from the Plan and cancel their election with respect to any or all of
such stock options by written notice of cancellation delivered to the ADP
French subsidiary which employs them, at any time during the Stock Option
Period. If an Eligible Employee cancels his election as to part
<PAGE>
of the stock
options, he shall continue to make the required installment payments with
respect to the stock options which he has not cancelled.
An Eligible Employee's rights with respect to the stock options which he
has cancelled shall be to receive in cash, within 15 business days following
the end of the calendar month during which he has delivered the notice of
cancellation, the amount credited to his account with respect to such stock
options, which amount will include any interest to which he may be entitled.
7.In order to minimize the exchange risks pertaining to the respective
fluctuation of the French franc and the US dollar during the 23 calendar-month
period referred to in Section 4 above, the following method will be applied if
the Eligible Employees exercise their options to acquire shares of the Company:
-if, at the expiration of the 23 calendar-month period, i.e. on December
31, 1997, the exchange rate between the French franc and the US $ is the
same as the rate used to calculate the FRF equivalent of the price for the
shares, i.e. FRF 4.8876 for US dollar 1 (the "Reference Rate"), there will
be no adjustment;
-if on the same date, the French franc is higher, the Eligible Employees
will be reimbursed for the difference between the Reference Rate and the
rate in effect on December 31, 1997;
-if, on the same date, the French franc is lower, the Eligible Employees
will have the option either:
* to make an additional payment covering the difference between the rate
in effect on December 31, 1997 and the Reference Rate in order to
exercise all their stock options; or
* to exercise their stock options for a lower number of shares,
corresponding to the US dollar equivalent of the FRF amounts credited
to their accounts.
8.In the event of a stock dividend or a subdivision or combination of the
shares of capital stock of the Company, the maximum number of shares which may
thereafter be issued and sold under the Plan will be proportionately increased
or decreased, the terms relating to the price at which options to acquire
shares may be exercised will be appropriately adjusted, and such other action
will be taken as in the opinion of the Board of Directors of the Company will
be appropriate under the circumstances. In case of reclassification or other
change in the shares of capital stock of the Company, the Board of Directors of
the Company will make appropriate adjustments.
<PAGE>
In the event that the Company is merged into another corporation, the Board
of Directors of the surviving or acquiring corporation may, but shall not be
required to, make such modification as is permissible and appropriate.
9.No option granted under the offering made pursuant to this Plan shall be
transferrable by an Eligible Employee, and an Eligible Employee's rights under
this offering shall be exercisable, during his lifetime, only by him.
10.Subject to the foregoing terms and restrictions, rules and regulations
and other matters relating to the Plan may be prescribed by the Board of
Directors of the Company.
11.If, prior to January 1, 1998, an Eligible Employee having elected to
receive stock options dies, resigns, is dismissed, or if he transfers to a
company other than the Company or a subsidiary thereof, or if the company by
which he is employed ceases to be a subsidiary of the Company, his rights under
the Plan shall thereupon be deemed to be cancelled. In such case, the rights
of the Eligible Employee (or of his estate) shall be to receive in cash, within
15 business days following the end of the calendar month during which his
rights under the Plan shall be deemed to be cancelled pursuant to this
Section 11, the amount credited to his account, which amount shall include any
interest to which he may be entitled.
12.An Eligible Employee who has been granted a leave of absence by the
Company's French subsidiary employing him for any reason may suspend payments
referred to in Section 4 above, or make payments in cash, for a period not to
exceed three months or, if such leave of absence is due to medical reasons,
nine months, following the date of the commencement of such leave of absence.
After such period, if the leave of absence continues, the Eligible Employee
shall be given the option of (a) receiving a cash refund of the amount credited
to his account within 15 business days following the end of the calendar month
during which the three-month (or nine-month) period has expired, which amount
shall include any interest to which he may be entitled, or (b) exercising the
option for such number of shares as such amount will permit, and receiving the
balance, if any, of such amount in cash.
13.An Eligible Employee who has retired will be permitted to continue
payments for a period not exceeding three months after retirement and if, at
the expiration of such period, payments have not been completed in accordance
with Section 4 above, either of the options described in Section 12 above may
be exercised with respect to the balance in his account.
Exhibit 5.1
Automatic Data Processing, Inc.
Corporate Headquarters
One ADP Boulevard
Roseland, New Jersey 07068-0456
August 15, 1996
Board of Directors
Automatic Data Processing, Inc.
One ADP Boulevard
Roseland, NJ 07068
Re: Automatic Data Processing, Inc.
REGISTRATION STATEMENT ON FORM S-8
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 750,000 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 August 15, 1996
(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 Employees' Saving-Stock Option 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 5.1 to the
Registration Statement, to its use 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
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 11,
1995, 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, 1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New York, New York
August 14, 1996
