As filed with the Securities and Exchange Commission on April 15, 1998.
Registration No. 333-
================================================================================
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: (973) 994-5000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
TIME RESOURCE MANAGEMENT, INC.
1996 INCENTIVE STOCK OPTION PLAN
(Full title of plan)
------------------------
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
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================= ===================== ======================= ====================== =================
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
- --------------------------------------------- --------------------- ----------------------- ---------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value per share....... 5,954 $65.53 $390,165.62 $115.10
============================================= ===================== ======================= ====================== =================
</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 April 9, 1998 as reported on the New York Stock
Exchange.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
are not required to be filed with the Securities and Exchange Commission (the
"Commission") either as part of this registration statement or as prospectuses
or prospectus supplements pursuant to the Note to Part I of Form S-8 and Rule
424 under the Securities Act of 1933 (the "Act"). 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 Part
I of Form S-8 and by Rule 428 under the Act. The Company shall provide to
participants in the Time Resource Management, Inc. 1996 Incentive Stock Option
Plan a written statement advising them of the availability without charge, upon
written or oral request, of documents incorporated by reference herein, as is
required by Item 2 of Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission are
incorporated herein by reference: (a) the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1997; (b) the Company's Quarterly Reports on
Form 10-Q for the quarters ended September 30, 1997 and December 31, 1997; and
(c) the description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A under the Securities Exchange Act of 1934
(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 42,459 shares of the
Company's Common Stock.
The consolidated financial statements of the Company and its
subsidiaries incorporated in this prospectus by reference from the Company's
Annual Report on Form 10-K for the fiscal 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.
<PAGE>
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 5, 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 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
<PAGE>
(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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
4.1 Time Resource Management, Inc. 1996 Incentive Stock Option Plan
4.2 Form of Stock Option Agreement
4.3 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)
4.4 By-Laws of the Company, as amended (incorporated by reference
to Exhibit (3)-#2 to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 1997)
4.5 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.
(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 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) 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.
<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
15th day of April, 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 by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Arthur F. Weinbach President and Chief April 15, 1998
---------------------- Executive Officer
(Arthur F. Weinbach) (Principal Executive Officer)
/s/ Richard J. Haviland Chief Financial Officer April 15, 1998
----------------------- (Principal Financial Officer)
(Richard J. Haviland)
/s/ Josh S. Weston Chairman of the Board April 15, 1998
------------------
(Josh S. Weston)
/s/ Gary C. Butler Director April 15, 1998
------------------
(Gary C. Butler)
(Joseph A. Califano, Jr.) Director
(Leon G. Cooperman) Director
/s/ George H. Heilmeier Director April 15, 1998
-----------------------
(George H. Heilmeier)
<PAGE>
(Ann Dibble Jordan) Director
/s/ Harvey M. Krueger Director April 15, 1998
---------------------
(Harvey M. Krueger)
/s/ Frederic V. Malek Director April 15, 1998
---------------------
(Frederic V. Malek)
/s/ Henry Taub Director April 15, 1998
--------------
(Henry Taub)
(Laurence A. Tisch) Director
Exhibit 4.1
TIME RESOURCE MANAGEMENT, INC.
1996 INCENTIVE STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
The Time Resource Management, Inc. 1996 Stock Option Plan ("Plan") is
intended to provide additional incentive to certain valued and trusted employees
of Time Resource Management, Inc., a Missouri corporation (the "Company"), by
encouraging them to acquire shares of the $0.01 par value common stock of the
Company (the "Stock") through options to purchase Stock granted pursuant to the
Plan ("Options"), thereby increasing such employees' proprietary interest in the
business of the Company and providing them with an increased personal interest
in the continued success and progress of the Company, the result of which will
promote both the interests of the Company and its shareholders.
Options granted under the Plan will be intended to qualify as "incentive
stock options" ("ISOs") within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). Each employee granted an Option
shall enter into an agreement with the Company (the "Option Agreement") setting
forth the terms and conditions of the Option, as determined in accordance with
this Plan.
2. ADMINISTRATION OF PLAN
This Plan shall be administered by the Board of Directors of the
Company. The Board shall have the sole power:
(i) subject to the provisions of the Plan, to determine the terms
and conditions of all Options; to construe and interpret the Plan and
Options granted under it; to determine the time or times an Option may
be exercised, the number of shares as to which an Option may be
exercised at any one time, and when an Option may terminate; to
establish, amend and revoke rules and regulations relating to the Plan
and its administration; and to correct any defect, supply any omission,
or reconcile any inconsistency in the Plan, or in any Option Agreement,
in a manner and to the extent it shall deem necessary, all of which
determinations and interpretations made by the Board shall be conclusive
and binding on all Optionees and an their legal representatives and
beneficiaries; and
(ii) to determine all questions of policy and expediency that may
arise in the administration of the Plan and generally exercise such
powers and perform such acts as are deemed necessary or expedient to
promote the best interests of the Company.
3. SHARES SUBJECT TO THE PLAN
Subject to the provisions of paragraph 13 below, the Stock which may be
issued pursuant to Options granted under the Plan shall not exceed in the
aggregate one hundred fifty thousand (150,000) shares of Common Stock of the
Company. If any Options granted under the Plan terminate, expire or are
surrendered without having been exercised in full, the number of shares of Stock
not purchased under such Options shall be available again for the purpose of the
Plan.
<PAGE>
4. PERSONS ELIGIBLE FOR OPTIONS
All key employees of the Company shall be eligible to receive the grant
of Options under the Plan. The Board shall determine the employees to whom
Options shall be granted, the time or times such Options shall be granted, the
number of shares to be subject to each Option and the times when each Option may
be exercised. The Board shall seek information, advice and recommendations from
management to assist the Board in its independent determination as to the
employees to whom Options shall be granted. An employee who has been granted an
Option (an "Optionee"), if he or she is otherwise eligible, may be granted
additional Options.
5. PURCHASE PRICE
The purchase price of each share of Stock covered by each ISO ("Purchase
Price") shall not be less than one hundred percent (100%) of the Fair Market
Value Per Share (as defined below) of the Stock on the date the ISO is granted;
provided, however, if when an ISO is granted the Optionee receiving the ISO owns
or will be considered to own by reason of Section 424(d) of the Code more than
ten percent (10%) of the total combined voting power of all classes of stock of
the Company, the purchase price of the Stock covered by such ISO shall not be
less than one hundred and ten percent (110%) of the Fair Market Value Per Share
of the Stock on the date the ISO is granted.
"Fair Market Value Per Share" of the Stock shall mean: (i) if the Stock
is not publicly traded, the amount determined by the Board on the date of the
grant of the Option; (ii) if the Stock is traded only otherwise than on a
securities exchange and is not quoted on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ"), the closing quoted selling price
of the Stock on the date of grant of the Option as quoted in "pink sheets"
published by the National Daily Quotation Bureau; (iii) if the Stock is traded
only otherwise than on a securities exchange and is quoted on NASDAQ, the
closing quoted selling price of the Stock on the date of grant of the Option, as
reported by the Wall Street Journal; or (iv) if the Stock is admitted to trading
on a securities exchange, the closing quoted selling price of the Stock on the
date of grant of the Option, as reported in the Wall Street Journal. For
purposes of Items (i) through (iv) of this paragraph, if there were no sales on
the date of the agreement of an Option, the Fair Market Value Per Share shall be
determined by the Board in accordance with Section 20.2031-2 of the Federal
Estate Tax Regulations.
6. DURATION OF OPTIONS
Any outstanding Option and all unexercised rights thereunder shall
expire and terminate automatically upon the earliest of: (i) the cessation of
the employment or engagement of the Optionee by the Company for any reason other
than death or disability; (ii) the date which is one year following the date on
which the Optionee's service with the Company ceases due to death or disability;
(iii) the date of expiration of the Option determined by the Board at the time
the Option is granted and specified in such Option; and (iv) the tenth annual
anniversary date of the granting of the Option, or, if when an ISO is granted
the Optionee owns (or would be considered to own by reason of Section 424(d) of
the Code) more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company, then on the fifth such anniversary; provided,
however, that the Board shall have the right, but not the obligation, to extend
the expiry of the Options held by an Optionee whose service with the Company has
2
<PAGE>
ceased for any reason to the end of their original terms, notwithstanding that
such Options may no longer qualify as ISOs under the Code.
7. EXERCISE OF OPTIONS
(a) An Option may be exercisable in installments or otherwise upon such
terms as the Board shall determine when the Option is granted. In the event that
an Option is exercisable only in installments, such Option shall become fully
exercisable upon the termination of employment of the Optionee by reason of
death or disability.
(b) Upon the occurrence of: (i) the dissolution or liquidation of the
Company, (ii) a reorganization, merger or consolidation of the Company with one
or more corporations in which the Company is not the surviving corporation,
(iii) a sale of substantially all of the assets of the Company or (iv) the
transfer of more than 70 percent of the then-outstanding Stock of the Company
(as defined in the Plan) to another entity or person in a single transaction or
series of transactions, any outstanding Options granted under the Plan shall
thereupon become fully exercisable. A sale or transfer of stock among
individuals or entities who directly or indirectly own any stock of the Company
shall not be deemed to be a transfer of the Stock of the Company for the purpose
of clause (iv) of this paragraph.
(c) No ISO will become exercisable if the exercisability of such ISO
would cause the aggregate fair market value (as determined at the time of grant
in accordance with the provisions of paragraph 5 hereof) of the Stock with
respect to ISOs issued by the Company which are first exercisable during such
calendar year to exceed $100,000. If the grant of an ISO hereunder would cause a
violation of the foregoing limitation, any Option which becomes exercisable in
violation of such limitation shall be deemed to be a non-incentive stock option.
8. METHOD OF EXERCISE
When the right to purchase shares accrues, Options may be exercised by
giving written notice to the Company stating the number of shares for which the
Option is being exercised, accompanied by payment in full by cash. The Company
shall issue a separate certificate or certificates of Stock for each Option
exercised by an Optionee.
9. NONTRANSFERABILITY OF OPTIONS
No Option granted under the Plan shall be assignable or transferable by
the Optionee, either voluntarily or by operation of law, other than by will or
the laws of descent and distribution, and, during the lifetime of the Optionee,
shall be exercisable only by the Optionee.
10. CONTINUANCE OF EMPLOYMENT
Nothing contained in the Plan or in any Option granted under the Plan
shall confer upon any Optionee any rights with respect to the continuation of
employment by the Company or interfere in any way with the right of the Company
(subject to the terms of any separate employment agreement to the contrary) at
any time to terminate such employment or to increase or decrease the
compensation of the Optionee from the rate in existence at the time of the
granting of any Option.
3
<PAGE>
11. RESTRICTIONS ON SHARES
(a) If the Company shall be advised by counsel that certain requirements
under the federal or state securities laws must be met before Stock may be
issued under this Plan, the Company shall notify all persons who have been
issued Options, and the Company shall have no liability for failure to issue
Stock under any exercise of Options because of delay while such requirements are
being met or the inability of the Company to comply with such requirements.
(b) Any Stock issued pursuant to this Plan shall be subject to any
shareholders' agreement then in effect among the Company and the shareholders of
the Company. The Company may require the Optionee as a condition of the issuance
of shares to execute the shareholders' agreement or an instrument agreeing to be
bound by the terms of such shareholders' agreement.
12. PRIVILEGE OF STOCK OWNERSHIP
No person entitled to exercise any Option granted under the Plan shall
have the rights or privileges of a stockholder of the Company for any shares of
Stock issuable upon exercise of such Option until such person has become the
holder of record of such shares. No adjustment shall be made for dividends or
other rights for which the record date is prior to the date on which such person
becomes the holder of record, except as provided in paragraph 13 below.
13. ADJUSTMENT
(a) If the number of outstanding shares of Stock is increased or
decreased, or such, shares are exchanged for a different number or kind of
shares or securities of the Company through reorganization, merger,
recapitalization, reclassification, stock dividend, stock split, combination of
shares, or other similar transaction, the aggregate number of shares of Stock
subject to the Plan as provided in paragraph 3 above, and the shares of Stock
subject to issued and outstanding Options under the Plan shall be appropriately
and proportionately adjusted by the Board. Any such adjustment in an outstanding
Option shall be made without change in the aggregate purchase price applicable
to the unexercised portion of the Option but with an appropriate adjustment in
the price for each share or other unit of any security covered by the Option.
(b) In the event of the payment of an extraordinary dividend by the
Company on the common stock of the company (i.e., an "extraordinary dividend"
being a payment or series of payments within any twelve consecutive months in
the aggregate in excess of twenty-five percent (25%) of the book value of the
stock of the Company attributable to the common stock of the Company as of the
end of the prior fiscal year), an Optionee shall receive from the Company a
payment equal to the per share distribution multiplied by the number of shares
for which an Option has been granted to such Optionee and with respect to which
such Option has neither been exercised or has terminated or expired (without
regard to the current exercisability of such Option).
(c) Adjustments under this paragraph 13 shall be made by the Board whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final,
4
<PAGE>
binding and conclusive. No fractional shares of Stock shall be issued under the
Plan or in connection with any such adjustment.
14. INVESTMENT PURPOSE
Each Option granted hereunder maybe issued on the condition that any
purchase of Stock pursuant to the exercise of an Option which shall not be the
subject of a registration statement permitting the sale or other distribution
thereof shall be for investment purposes and not with a view to resale or
distribution (the "Restricted Stock"). If requested by the Company, each
Optionee must agree, at the time of the purchase of any Restricted Stock, to
execute an "investment letter" setting forth such investment intent in the form
acceptable to the Company and must consent to any stock certificate issued to
him thereunder bearing a restrictive legend setting forth the restrictions
applicable to the further resale, transfer or other conveyance thereof without
registration under the Securities Act of 1933, as amended, and under the
applicable securities or blue sky laws of any other jurisdiction (together, the
"Securities Laws"), or the availability of exemptions from region thereunder and
to the placing of transfer restrictions on the records of the transfer agent for
such stock. No Restricted Stock may thereafter be resold, transferred or
otherwise conveyed unless:
(i) an opinion of the Optionee's counsel is received, in form and
substance satisfactory to counsel for the Company, that
registration under the applicable Securities Laws is not
required; or
(ii) such Stock is registered under the applicable Securities Laws; or
(iii) "no action" letters are received from the staff of the Securities
and Exchange Commission and from the administrative agencies,
administering all other applicable securities or blue sky laws,
based on the option of counsel for Optionee in form and substance
reasonably satisfactory to counsel for the Company, advising that
registrations under the Securities Laws are not required.
15. AMENDMENT AND TERMINATION OF PLAN
(a) The Board of Directors of the Company may, from time to time, with
respect to any shares at the time not subject to Options, suspend or terminate
the Plan or amend or revise the terms of the Plan; provided that any amendment
to the Plan shall be approved by a majority of the shareholders of the Company
if the amendment would (i) materially increase the benefits accruing to
participants under the Plan; (ii) increase the number of shares of Stock which
may be deemed under the Plan, except as permitted under the provisions of
paragraph 13 above; or (iii) materially modify the requirements as to
eligibility for participation in the Plan.
(b) Subject to the provisions in paragraph 13 above, the Plan shall
terminate ten years from the earlier of the adoption of the Plan by the Board of
Directors or its approval by the shareholders.
(c) Subject to the provisions in paragraph 13 above, no amendment,
suspension or termination of this Plan shall, without the consent of the
Optionee, alter or impair any rights or obligations under any Option granted to
such Optionee under the Plan.
5
<PAGE>
16. EFFECTIVE DATE OF PLAN
The Plan shall become effective upon adoption by the Board of Directors
of the Company and approval by the Company's shareholders; provided, however,
that prior to approval of the Plan by the Company's shareholders but after
adoption by the Board of Directors, Options may be granted under the Plan
subject to obtaining such approval.
17. TERM OF PLAN
No Option shall be granted pursuant to the Plan after ten years from the
earlier of the date of adoption of the Plan by the Board of Directors of the
Company or the date of approval by the Company's shareholders.
6
Exhibit 4.2
-- FORM --
OPTION NUMBER: 1 11,250 SHARES
STOCK OPTION AGREEMENT
(Non-Assignable)
To Purchase Shares of Common Stock
of
TIME RESOURCE MANAGEMENT, INC.
Issued Under the
1996 Incentive Stock Option Plan (the "Plan")
Tim Buffkin (the "Holder") is hereby granted the option to purchase, at
the option price of $.614 per share, all or any part of 11,250 fully paid and
non-assessable shares of the Common Stock, par value $0.01 per share ("Stock")
of Time Resource Management, Inc., a Missouri corporation (hereinafter called
the "Company"), upon and subject to the following terms and conditions:
This Option and all rights to purchase shares of Stock hereunder shall
expire ____________, 2004 (the "Expiration Date"). Notwithstanding the
foregoing, the Option granted hereunder shall expire with respect to any shares
five years from the date that options with respect to such shares are first
exercisable. To the extent that this Option has not been exercised in full prior
to its termination or expiration date, whichever first occurs, it shall
terminate and become void and of no effect.
This Option shall be exercisable from time to time in cumulative
installments as to any or all of the shares then Purchasable hereunder as
follows:
Date on Which
Option Is First Shares Initially
Exercisable Purchasable
----------- -----------
_____________, 1996 2,813
_____________, 1997 2,813
_____________, 1998 2,813
_____________, 1999 2,811
This Option and all rights hereunder shall be non-assignable and
nontransferable, except to the extent that the Holder's legatees, personal
representatives or distributees may be permitted to exercise this Option in the
event of the Holder's death, as set forth herein.
<PAGE>
Any attempted transfer, assignment pledge, hypothecation or other
disposition of this Option, except as provided herein or in the Plan, shall be
null and void and without effect.
This Option may be exercised from time to time only by delivery to the
Company at its main office (to the attention of the corporate Secretary) of a
duly signed notice in writing stating the number of shares with respect to which
this Option is being exercised and the time and date of delivery thereof, which
time and date of delivery shall be during the normal business hours of the
Company on a regular business day not less than 15 days after the giving of such
notice, unless an earlier date has been mutually agreed upon; provided, however,
that not less than 100 shares may be purchased at any one time unless the number
purchased is the total number then purchasable hereunder; and provided further
that this Option may not be exercised at any time when this Option or the
granting or exercise hereof violates any law, regulation or governmental order.
At the time of delivery specified in such notice, the Company shall, without
transfer or issue tax to the Holder (or other person entitled to exercise this
Option), transfer and set aside for the benefit of the Holder (or such other
person) a certificate or certificates out of the Company's authorized but
unissued or reacquired shares of Stock, as the Company may elect (with
appropriate legend thereon, if deemed necessary by the Company, containing the
representation by the person exercising the Option that the shares to be
purchased shall be acquired and will be held for investment purposes and not
with a view to resale or distribution), against payment in full of the option
price for the number of shares by cash (including a certified or bank cashier's
check or the equivalent thereof). If the Holder fails to pay for any part of the
number of shares specified in such notice as required, the right to purchase
such shares may be terminated by the Board of Directors of the Company (the
"Board").
This Option shall not confer upon the Holder any right to remain in the
employ of the Company or any subsidiary of the Company and shall not confer upon
the Holder any rights in the stock of the Company prior to the issuance of a
stock certificate pursuant to the exercise of this Option. No adjustment shall
be made for dividends or other rights for which the record date is prior to the
date such stock certificate is issued.
Except as provided herein, no Option may be exercised unless the Holder
at the time of exercise is an employee of the Company or any of its subsidiaries
and upon termination of the Holder's employment with the Company or any of its
subsidiaries for any reason, this Option shall terminate. If the employment of
the Holder is terminated by reason of death or disability, any outstanding
Option or unexercised portion thereof which was granted to the Holder may be
exercised by the Holder, or by the Holder's personal representative, executor,
administrator, heirs or devisees, as applicable, at any time within one year
from the date of termination by reason of death or disability. Notwithstanding
any of the foregoing, no Option shall be exercisable at any time after the
expiration of the Option in accordance with its terms and no portion of an
Option which is not exercisable at the termination of employment shall
thereafter become exercisable.
In the event that the outstanding shares of Stock of the Company are
hereafter increased or decreased or changed into or exchanged for a different
number or kind of shares or other
<PAGE>
securities of the Company or of another corporation, or in the event that there
is a "corporate transaction" as that term is defined in the Regulations under
Section 424 of the Internal Revenue Code of 1986, as amended (the "Code"), by
reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, spin-off, combination of shares or dividend
payable in capital stock, this Option shall, to the extent that it has not been
exercised, entitle the Holder upon the subsequent exercise of this Option to
such number and kind of securities or other property, subject to the terms of
the Option, to which the Holder would be entitled had the Holder actually owned
the shares subject to the unexercised portion of this Option at the time of the
occurrence of such event, and the aggregate purchase price upon the subsequent
exercise of this Option shall be the same as if the Stock of the Company
originally optioned were being purchased as provided herein; provided, however,
that each such adjustment in the number and kind of shares subject to this
Option, including any adjustment in the Option price, shall be made in such
manner as not to constitute a "modification" as defined in Section 425 of the
Code. Any such adjustment made by the Board shall be conclusive.
Upon the occurrence of: (i) the dissolution or liquidation of the
Company, (ii) reorganization, merger or consolidation of the Company with one or
more corporations in which the Company is not the surviving corporation, (iii) a
sale of substantially all of the asses of the Company or (iv) the transfer of
more than 70 percent of the then-outstanding Stock of the Company (as defined in
the Plan) to another entity or person in a single transaction or series of
transactions, any outstanding Options granted under the Plan shall thereupon
become fully exercisable. A sale or transfer of stock among individuals or
entities who directly or indirectly own any stock of the Company shall not be
deemed to be a transfer of the Stock of the Company for the purpose of clause
(iv) of this paragraph.
The Company may postpone the issuance and delivery of shares upon any
exercise of this Option, if necessary, until admission of such shares to listing
on any stock exchange and completion of registration and qualification of such
shares under any applicable state or federal law, rule or regulation.
The Holder hereof shall make such representations and furnish such
information to the Company as may be appropriate to permit the Company to issue
such shares in compliance with the provisions of the Securities Act of 1933, as
amended (the "Securities Act), or any other applicable law, including state
securities laws. Without limiting the generality of the foregoing, if requested
by the Company, the Holder will represent, in form acceptable to the Company,
that the Holder is purchasing any shares issued pursuant hereto for investment
purposes and not with a view to resale or distribution. The Holder, by
acceptance of this Option, hereby consents to the placing of a restrictive
legend on any stock certificate for shares purchased hereunder, setting forth
the restrictions applicable to the further resale, transfer or other conveyance
thereof without registration under the Securities Act or other applicable law or
the availability of an exemption from registration thereunder and to the placing
of transfer restrictions on the records of the transfer agent for such shares.
In addition, the Holder will not thereafter resell, transfer or otherwise convey
any shares purchased hereunder without compliance with one of the following
three conditions: (1) an opinion of the Holder's counsel is received, in form
and substance satisfactory to counsel for the Company, that registration under
the Securities Act and applicable
<PAGE>
state securities laws is not required; or (2) such shares have been registered
for sale under the Securities Act and any applicable state securities laws; or
(3) a "no-action" letter is received from the staff of the Securities and
Exchange Commission and from applicable state securities agencies, based on an
opinion of the Holder's counsel, in form and substance reasonably satisfactory
to counsel for the Company, advising that registration under the Securities Act
is not required.
This Option is issued pursuant to the provisions of the Company's 1996
Incentive Stock Option Plan, the receipt of a copy of which the Holder
acknowledges by virtue of the acceptance hereof, and is subject to all the terms
and conditions of the Plan.
<PAGE>
A determination by the Board of any question which may arise with
respect to the interpretation and construction of the provisions of this Option
or of the Plan shall be final. The Board may authorize and establish such rules,
regulations and revisions thereof, not inconsistent with the provisions of the
Plan, as it may deem advisable.
WITNESS the seal of the Company and the signatures of its duly
authorized officers,
Dated: _____________, 1996
TIME RESOURCE MANAGEMENT, INC.
By: ______________________________
Title: ______________________________
ACCEPTED:
_________________________
Option Holder
Exhibit 5.1
Automatic Data Processing, Inc.
Corporate Headquarters
One ADP Boulevard
Roseland, New Jersey 07068-0456
April 15, 1998
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 5,954 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 April 15, 1998 (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 Time Resource Management, Inc. 1996 Incentive 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 as 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 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 as experts in the Prospectus, which is part of this
Registration Statement.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
New York, New York
April 14, 1998
