As filed with the Securities and Exchange Commission on June 20, 1997.
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: [x]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================ =========================== =======================
TITLE OF PROPOSED MAXIMUM AGGREGATE AMOUNT OF REGISTRATION
SHARES TO BE REGISTERED OFFERING PRICE FEE
- ------------------------------------------------ --------------------------- -----------------------
<S> <C> <C>
Common Stock, $.10 par value per share.......... $4,500,000.00 $1,363.64
================================================ =========================== =======================
</TABLE>
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 JUNE 20, 1997
PROSPECTUS
AUTOMATIC DATA PROCESSING, INC.
54,825 SHARES*
COMMON STOCK
-----------------
This Prospectus relates to 54,825 issued and outstanding shares (the
"Shares") of common stock, $.10 par value ("Common Stock"), of Automatic Data
Processing, Inc. (the "Company") and up to $2 million of additional shares of
Common Stock (the "Earn Out Shares") which may be issued pursuant to a 4-year
earn-out arrangement (the "Earn Out Arrangement") between the Company and
William Russo, a stockholder of the Company (the "Selling Stockholder"). The
Shares and the Earn Out Shares may be offered by the Selling Stockholder from
time to time or at one time in transactions on the New York Stock Exchange, the
Chicago Stock Exchange and/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
Stockholder may effect such transactions by selling the Shares and the Earn Out
Shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholder and/or the purchasers of the Shares and the Earn Out 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 "The Selling Stockholder" and "Plan
of Distribution."
The Selling Stockholder received the Shares from the Company and the rights
to the Earn Out Shares on May 21, 1997 in connection with an agreement dated as
of May 21, 1997, whereby the Company acquired all of the stock of Car Ink, Inc.,
a Florida corporation owned by the Selling Stockholder. See "The Selling
Stockholder." The Selling Stockholder may be deemed to be an "underwriter"
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 June
__________, the last sales price for the shares of common stock as reported on
the New York Stock Exchange was $________ per share.
* PLUS UP TO $2 MILLION OF EARN OUT SHARES WHICH MAY BE ISSUED TO THE SELLING
SHAREHOLDER PURSUANT TO THE EARN OUT ARRANGEMENT.
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 ______, 1997.
2
<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) Quarterly Reports on Form 10-Q for the quarters ended on March 31, 1997,
December 31, 1996 and September 30, 1996, (b) Annual Report on Form 10-K for the
fiscal year ended June 30, 1996, 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 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 as well as the Earn Out 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 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).
3
<PAGE>
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
and the Earn Out Shares by the Selling Stockholder.
THE SELLING STOCKHOLDER
The Selling Stockholder received the Shares and the rights to the Earn Out
Shares from the Company on May 21, 1997 in connection with an agreement dated as
of May 21, 1997 (the "Agreement"), whereby the Company acquired all of the stock
of Car Ink, Inc., a Florida corporation owned by the Selling Stockholder (the
"Stock Purchase"). Pursuant to the Agreement, if Car Ink, Inc. achieves certain
financial performance levels over the period beginning May 21, 1997 and ending
June 30, 2001, up to $2 million of Earn Out Shares may be issued to the Selling
Stockholder. The actual number of shares to be issued to the Selling Stockholder
cannot be determined at this time, as it will be calculated on the basis of the
market price of the Common Stock at the time of each issuance (if any) of Earn
Out Shares. Currently, William Russo is the General Manager of Car Ink, Inc.
which is a wholly-owned subsidiary of the Company.
The following table sets forth with respect to the Selling Stockholder (i)
the number of Shares beneficially owned as of June 9, 1997 and prior to the
offering contemplated hereby (approximately 10% of the Shares owned by the
Selling Stockholder are held in escrow pursuant to the agreement under which the
acquisition of Car Ink, Inc. 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. The table excludes any Earn Out Shares which may be issued.
The Earn-Out Shares are also covered by this Prospectus.
Beneficial Ownership Beneficial Ownership
Prior to Offering After Offering
--------------------- Shares To Be --------------------
Selling Stockholder Shares Percentage Sold Shares Percentage
- ------------------- ------ ---------- ---- ------ ----------
William Russo 54,825 * 54,825 0 0
- ----------------------
* Less than 1%.
PLAN OF DISTRIBUTION
The sale of the Shares and the Earn Out Shares by the Selling Stockholder may
be effected from time to time or at one time in transactions on the New York
Stock Exchange, the Chicago Stock Exchange and/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 Stockholder may effect such transactions by selling the
Shares and the Earn Out Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholder and/or the purchasers of the Shares and
the Earn Out 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).
4
<PAGE>
The Selling Stockholder and any broker-dealers who act in connection with the
sale of the Shares or Earn Out 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 Stockholder
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 31,877 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................................................... 3
Incorporation of Certain Documents by
Reference............................................................ 3
The Company............................................................. 4
Use of Proceeds......................................................... 4
The Selling Stockholder................................................. 4
Plan of Distribution.................................................... 4
Experts................................................................. 5
Legal Opinion........................................................... 5
================================================================================
54,825 SHARES*
AUTOMATIC DATA
PROCESSING, INC.
Common Stock
-------------------
P R O S P E C T U S
-------------------
______ __, 1997
* PLUS UP TO $2 MILLION OF EARN OUT SHARES WHICH MAY BE ISSUED TO THE SELLING
STOCKHOLDER PURSUANT TO THE EARN OUT ARRANGEMENT.
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Registration fee to the Securities
and Exchange Commission..........................$ 1,363.64
Accounting fees and expenses.....................$ 2,000.00
Legal fees and expenses..........................$ 4,000.00
Miscellaneous expenses...........................$ 136.36
-----------
Total.........................................$ 7,500.00
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 Stockholder, 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 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 6, Section 1 of the Company's By-laws provides as follows:
"Nature of Indemnity: The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or
was or has agreed to become a director or officer of the Corporation, or is
or was serving or has agreed to serve at the
II-1
<PAGE>
request of the Corporation as a director or officer, of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or omitted in such capacity, and may
indemnify any person who was or is a party or is threatened to be made a
party to such an action, suit or proceeding by reason of the fact that he or
she is or was or has agreed to become an employee or agent of the
Corporation, or is or was serving or has agreed to serve at the request of
the Corporation as an employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him or her or on his or her behalf in connection
with such action, suit or proceeding and any appeal therefrom, if he or she
(x) acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Corporation and, in the case
of any such employee or agent, in a manner he or she reasonably believed to
be not in violation of any policies or directives of the Corporation, and (y)
with respect to any criminal action or proceeding had no reasonable cause to
believe his or her conduct was unlawful; except that in the case of an action
or suit by or in the right of the Corporation to procure a judgment in its
favor (i) such indemnification shall be limited to expenses (including
attorneys' fees) actually and reasonably incurred by such person in the
defense or settlement of such action or suit, and (ii) no indemnification
shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the Corporation unless and
only to the extent that the Delaware Court of Chancery or the court in which
such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper. The indemnification under this Section 1 shall apply to all directors
or officers of the Corporation who sit on the boards of directors of
non-profit corporations in keeping with the Corporation's philosophy."
"The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in
good faith and in a manner which he or she reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful."
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.
(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-2
<PAGE>
(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
20th day of June, 1997.
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.
Signature Title Date
--------- ----- ----
/s/ Arthur F. Weinbach President and Chief June 20, 1997
- ---------------------------
(Arthur F. Weinbach) Executive Officer
(Principal Executive Officer)
/s/ Richard J. Haviland Vice President, Finance June 20, 1997
- ---------------------------
(Richard J. Haviland) (Principal Financial and
Accounting Officer)
/s/ Josh S. Weston Chairman of the Board June 20, 1997
- ---------------------------
(Josh S. Weston)
/s/ Gary C. Butler Director June 20, 1997
- ---------------------------
(Gary C. Butler)
Director _________ ___, 1997
- ---------------------------
(Joseph A. Califano, Jr.)
/s/ Leon G. Cooperman Director June 20, 1997
- ---------------------------
(Leon G. Cooperman)
/s/ George H. Heilmeier Director June 20, 1997
- ---------------------------
(George H. Heilmeier)
II-4
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Ann Dibble Jordan Director June 18, 1997
- ---------------------------
(Ann Dibble Jordan)
Director _________ ___, 1997
- ---------------------------
(Harvey M. Krueger)
Director _________ ___, 1997
- ---------------------------
(Charles P. Lazarus)
/s/ Frederic V. Malek Director June 20, 1997
- ---------------------------
(Frederic V. Malek)
Director _________ ___, 1997
- ---------------------------
(Henry Taub)
/s/ Laurence A. Tisch Director June 20, 1997
- ---------------------------
(Laurence A. Tisch)
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, 1996)
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 II-7
being registered hereby
23.1 Consent of James B. Benson, Esq. (included in Exhibit 5.1) --
23.2 Consent of Deloitte & Touche LLP II-8
</TABLE>
II-6
Exhibit 5.1
AUTOMATIC DATA PROCESSING, INC.
Corporate Headquarters
One ADP Boulevard
Roseland, New Jersey 07068-1728
June 20, 1997
Board of Directors
Automatic Data Processing, Inc.
One ADP Boulevard
Roseland, New Jersey 07068
Re: Registration Statement on Form S-3 Filed on June 20, 1997
---------------------------------------------------------
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 June 20, 1997 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 54,825 shares (the
"Shares") of the Company's common stock, $.10 par value (the "Common Stock"),
and up to $2 million of shares (the "Earn Out Shares") of Common Stock which may
be issued pursuant to a 4-year earn-out arrangement between the Company and a
stockholder of the Company (the "Selling Stockholder"), 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. I
am also of the opinion that the Earn Out Shares have been duly and validly
authorized and, once issued to the Selling Stockholder, will be 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 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
II-7
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,
1997, (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
June 11, 1997
II-8
