As filed with the Securities and Exchange Commission on March 23, 1998.
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: (973) 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
(973) 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]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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......................... $9,638,119.49 $2,843.25
=============================================================== =============================== ===========================
</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 MARCH 23, 1998
PROSPECTUS
AUTOMATIC DATA PROCESSING, INC.
158,595 SHARES
COMMON STOCK
------------------------
This Prospectus relates to 158,595 issued and outstanding shares (the
"Shares") of common stock, $.10 par value ("Common Stock"), of Automatic Data
Processing, Inc. (the "Company"). The Shares may be offered by Preserve Capital,
L.C. and Robert Young (the "Selling Stockholders") 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 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 "The Selling Stockholders"
and "Plan of Distribution."
The Selling Stockholders received the Shares from the Company on February
20, 1998 in connection with a stock purchase agreement dated as of February 11,
1998, whereby the Company acquired all of the stock of Time Resource Management,
Inc., a Missouri corporation owned by the Selling Stockholders. See "The 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
______________, 1998, 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 , 1998.
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, 440 South LaSalle Street, Chicago, Illinois 60603, and the offices of
the Pacific Stock Exchange, 618 South Spring Street, Los Angeles, California
90014 and 301 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 December 31, 1997
and September 30, 1997, (b) Annual Report on Form 10-K for the fiscal year ended
June 30, 1997, 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, 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 (973) 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.
THE SELLING STOCKHOLDERS
The Selling Stockholders received the Shares from the Company on February
20, 1998 in connection with a stock purchase agreement dated as of February 11,
1998 (the "Agreement"), whereby the Company acquired all of the capital stock of
Time Resource Management, Inc., a Missouri corporation owned by the Selling
Stockholders. Pursuant to the Agreement, if Time Resource Management, Inc.
achieves certain financial performance levels over the period beginning January
1, 1998 and ending December 31, 1999, certain additional shares of Common Stock
may be issued to the Selling Stockholders. (The actual number of shares to be
issued to the Selling Stockholder cannot be determined at this time, as it will
depend on the extent to which certain financial performance levels are exceeded
and be calculated on the basis of the market price of the Common Stock at the
time of issuance (if any) of such additional shares.)
The following table sets forth with respect to the Selling Stockholders (i)
the number of Shares beneficially owned as of March 23, 1998 and prior to the
offering contemplated hereby (approximately 10% of the Shares owned by each
Selling Stockholder are held in escrow pursuant to the Agreement), (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. Peter R. Johnson, a member and 45%
owner of Preserve Capital, L.C., currently owns 1,000 shares of the Company's
Common Stock.
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Prior to Offering After Offering
Shares To Be
Selling Stockholder Shares Percentage Sold Shares Percentage
- ------------------- ------ ---------- ---- ------ ----------
<S> <C> <C> <C> <C> <C>
Preserve Capital, L.C. 144,217 * 144,217 0 0
Robert Young 14,378 * 14,378 0 0
- -------------------
* Less than 1%.
</TABLE>
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 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 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).
4
<PAGE>
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, 1997 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 42,459 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 Stockholders................................................... 4
Plan of Distribution....................................................... 4
Experts.................................................................... 5
Legal Opinion.............................................................. 5
================================================================================
158,595 SHARES
AUTOMATIC DATA
PROCESSING, INC.
Common Stock
------------------------
P R O S P E C T U S
------------------------
_______, 1998
================================================================================
<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.................................$ 2,843.25
Accounting fees and expenses............................$ 2,000.00
Legal fees and expenses.................................$ 3,000.00
Miscellaneous expenses..................................$ 156.75
-----------
Total..............................................$ 8,000.00
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 Stockholders, will be paid by the Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Provision for indemnification of directors and officers is made in Section
145 of the Delaware General Corporation Law.
Article Fifth, Sections 3 and 4 of the Company's Amended Restated
Certificate of Incorporation provide as follows:
"The Corporation shall indemnify all directors and officers of the
Corporation to the full extent permitted by the General Corporation Law of
the State of Delaware (and in particular Paragraph 145 thereof), as from
time to time amended, and may purchase and maintain insurance on behalf of
such directors and officers. In addition, the Corporation shall, in the
manner and to the extent as the By-laws of the Corporation shall provide,
indemnify to the full extent permitted by the General Corporation Law of the
State of Delaware (and in particular Paragraph 145 thereof), as from time to
time amended, such other persons as the By-laws shall provide, and may
purchase and maintain insurance on behalf of such other persons."
"A director of the Corporation shall not be held personally liable to
the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transaction from
which the director derived an improper personal benefit. Any repeal or
modification of this paragraph by the stockholders of the Corporation shall
not adversely affect 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 request of the Corporation as
II-1
<PAGE>
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 and 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.
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
23rd day of March, 1998.
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 March 23, 1998
- ---------------------- Executive Officer
(Arthur F. Weinbach) (Principal Executive Officer)
/s/ Richard J. Haviland Vice President, Finance March 23, 1998
- ----------------------- (Principal Financial and
(Richard J. Haviland) Accounting Officer)
Chairman of the Board
(Josh S. Weston)
/s/ Gary C. Butler Director March 23, 1998
- ------------------
(Gary C. Butler)
/s/ Joseph A. Califano, Jr. Director March 23, 1998
- ---------------------------
(Joseph A. Califano, Jr.)
/s/ Leon G. Cooperman Director March 23, 1998
- ---------------------
(Leon G. Cooperman)
Director
(George H. Heilmeier)
II-4
<PAGE>
Signature Title Date
--------- ----- ----
Director
(Ann Dibble Jordan)
Director
(Harvey M. Krueger)
/s/ Frederic V. Malek Director March 23, 1998
- ---------------------
(Frederic V. Malek)
/s/ Henry Taub Director March 23, 1998
- -------------
(Henry Taub)
Director
(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, 1995)
4.2 By-laws of the Registrant, as amended (incorporated by reference to -
Exhibit (3)-#2 to Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1997)
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
March 23, 1998
Board of Directors
Automatic Data Processing, Inc.
One ADP Boulevard
Roseland, New Jersey 07068
Re: Registration Statement on Form S-3 Filed on March 23, 1998
----------------------------------------------------------
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3 (the
"Registration Statement") filed by Automatic Data Processing, Inc. (the
"Company") with the Securities and Exchange Commission on March 23, 1998
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 158,595 shares (the
"Shares") of the Company's common stock, $.10 par value (the "Common Stock"),
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 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 13,
1997, 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, 1997 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
March 23, 1998
II-8
