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)
1990 KEY EMPLOYEES' 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
<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 10,000,000 $41.75 $417,500,000.00 $143,965.52
</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>
INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT
In accordance with General Instruction E to Form S-8 the contents of
Registration Statement No. 33-38365 on Form S-8 of Automatic Data Processing,
Inc. (the "Company") which was filed with the Securities and Exchange
Commission on December 21, 1990 are incorporated herein by reference.
EXPLANATORY NOTE
The Company's 1990 Key Employees' Stock Option Plan (the "1990 Plan") was
adopted by the Company's Board of Directors on August 15, 1990 and was approved
by the Company's stockholders on November 15, 1990. Accordingly, on December
21, 1990 the Company filed a Registration Statement on Form S-8 (Registration
No. 33-38365) to register the shares of Common Stock of the Company, par value
$.10 per share (the "Common Stock"), reserved for issuance under the 1990 Plan.
On August 11, 1995, the Company's Board of Directors approved an amendment
to the 1990 Plan which increased the number of shares of Common Stock which can
be issued pursuant to the 1990 Plan by 10,000,000 shares (as adjusted for the 2
for 1 stock split on January 1, 1996), so that after such amendment and
adjustments for canceled stock options under the 1973 Key Employees' Stock
Option Plan and the 1981 Key Employees' Stock Option Plan which were added to
the amount of shares available under the 1990 Plan, the total number of shares
allocated to the 1990 Plan is 30,382,242. Such amendment was approved by the
company's stockholders on November 14, 1995. Accordingly, this Registration
Statement is being filed to register the 10,000,000 additional shares of Common
Stock.
The information required in the section 10(a) prospectus is included in
documents being maintained and delivered by the Company as required by Note 1
to Form S-8 and by Rule 428 under the Securities Act of 1933.
EXHIBITS
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
<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>
Director August 14, 1996
/S/ LEON G. COOPERMAN
(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 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 10,000,000 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 1990 Key Employees' 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
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-8 (which Registration Statement
incorporates by reference Automatic Data Processing, Inc.'s earlier
Registration Statement No. 33-38365 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
