As filed with the Securities and Exchange Commission on March 11, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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AUTOMATIC DATA PROCESSING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-1467904
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One ADP Boulevard
Roseland, New Jersey 07068
(973) 994-5000
(Address of Principal Executive Offices)
(Zip Code)
The Vincam Group, Inc. 1995 Stock Option Plan
The Vincam Group, Inc. 1996 Long Term Incentive Plan
The Vincam Group, Inc. 1998 Long Term Incentive Plan
(Full titles of the plans)
James B. Benson, Esq.
Automatic Data Processing, Inc.
One ADP Boulevard
Roseland, New Jersey 07068
(Name and address of agent for service)
(973) 994-5000
(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 10019-6064
(212) 373-3000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum
Title of Each Class of Amount to be Offering Price Proposed Maximum Amount of
Securities to be Registered Registered Per Share(1) Aggregate Offering Price(1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.10 per share............... 1,006,079 shares(2) $39.1875 $39,425,720.81 $10,960.35
============================== ======================= ====================== ============================== ===================
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) and 457(h) under the Securities Act of
1933, as amended (the "Securities Act"). The Proposed Maximum Offering
Price was determined by averaging the high and low prices of the Common
Stock, $0.10 per share par value ("Common Stock"), of Automatic Data
Processing, Inc. ("ADP") as reported on the New York Stock Exchange
Composite Transaction Tape on March 4, 1999.
(2) The amount of shares to be registered has been determined based on the
product of (i) 2,196,678 shares of The Vincam Group, Inc. common stock
issuable pursuant to (x) outstanding options under The Vincam Group,
Inc. 1995 Stock Option Plan, The Vincam Group, Inc. 1996 Long Term
Incentive Plan and The Vincam Group, Inc. 1998 Long Term Incentive Plan
and (x) options issuable pursuant to the Agreement and Plan of Merger,
dated as of December 3, 1998 (the "Merger Agreement"), by and among
ADP, ADP Acquisition Corp. (Florida) and The Vincam Group, Inc.,
multiplied by (ii) an exchange ratio of 0.4580, as determined pursuant
to the Merger Agreement.
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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
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 information required in the Section 10 (a)
prospectus is included in documents being maintained and delivered by Automatic
Data Processing, Inc. as required by Part I of Form S-8 and by Rule 428 under
the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Automatic Data Processing, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1998.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1998 and December 31, 1998.
3. The description of the Company's Common Stock contained in its
registration statement on Form 8-A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as filed with the Commission on January 21, 1992,
including any amendment or report filed for the purpose of amending such
description.
In addition, all reports and documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from the date of the 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., Vice
President, Secretary and General Counsel of the Company. Mr. Benson, a full-time
employee of the Company, beneficially owns 37,254 shares of the Company's common
stock.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Provision for indemnification of directors and officers is made in
Section 145 of the Delaware General Corporation Law.
Article Fifth, Sections 3 and 4 of the ADP's Amended and 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 Bylaws 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 ADP'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
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3
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 ADP's Certificate and By-Laws, ADP also maintains a directors
and officers liability insurance policy which insures, subject to certain
exclusions, deductibles and maximum amounts, directors and officers of ADP
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
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 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) 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
material information with respect to the plan of distribution not previously
disclosed in this registration statement or any material change to such
information in this registration statement; (ii) that, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(iii) 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.
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(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, as amended, that is incorporated
by reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the registrant pursuant to the registrant's Certificate
of Incorporation or by-laws, by contract, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 March 11, 1999.
AUTOMATIC DATA PROCESSING, INC.
By: /s/ Arthur F. Weinbach
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Arthur F. Weinbach
Chairman of the Board 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
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/s/ Arthur F. Weinbach Chairman of the Board, Chief March 11, 1999
- ---------------------- Executive Officer and Director
Arthur F. Weinbach (Principal Executive Officer)
/s/ Richard J. Haviland Vice President and Chief Financial March 11, 1999
- ----------------------- Officer (Principal Financial and
Richard J. Haviland Accounting Officer)
/s/ Gary C. Butler Director March 11, 1999
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Gary C. Butler
/s/ Joseph A. Califano, Jr. Director March 11, 1999
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Joseph A. Califano, Jr.
_____________________ Director
Leon G. Cooperman
/s/ George H. Heilmeier Director March 11, 1999
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George H. Heilmeier
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Signature Title Date
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/s/ Ann Dibble Jordan Director March 11, 1999
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Ann Dibble Jordan
/s/ Harvey M. Krueger Director March 11, 1999
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Harvey M. Krueger
/s/ Frederic V. Malek Director March 11, 1999
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Frederic V. Malek
/s/ Henry Taub Director March 11, 1999
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Henry Taub
/s/ Laurence A. Tisch Director March 11, 1999
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Laurence A. Tisch
/s/ Josh S. Weston Director March 11, 1999
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Josh S. Weston
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INDEX TO EXHIBITS
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Exhibits
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4.1 The Vincam Group, Inc. 1995 Stock Option Plan (incorporated by
reference to Exhibit (10)-#18 to The Vincam Group, Inc.'s
Registration Statement on Form S-1 filed with the Commission on
February 22, 1996 (the "Form S-1")
4.2 The Vincam Group, Inc. 1996 Long Term Incentive Plan (incorporated
by reference to Exhibit (10)-#19 to The Vincam Group, Inc.'s Form
S-1)
4.3 Amendment of The Vincam Group, Inc. 1996 Long Term Incentive Plan
(incorporated by reference to Appendix A to The Vincam Group, Inc.'s
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934 filed with the Commission on April 13, 1998 (the "Proxy
Statement")
4.4 The Vincam Group, Inc. 1998 Long Term Incentive Plan (incorporated
by reference to Appendix B to The Vincam Group, Inc.'s Proxy
Statement)
4.5 Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit (3)-#1 to Registrant's
Registration Statement on Form S-4 filed with the Commission on
February 9, 1999)
4.6 Amended and Restated By-laws of the Registrant (incorporated by
reference to Exhibit (3)-#2 to Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 1997, No. 1-05397)
4.7 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, No.
33-45150)
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
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Exhibit 5.1
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Automatic Data Processing, Inc.
Corporate Headquarters
One ADP Boulevard
Roseland, New Jersey 07068-0456
March 11, 1999
Board of Directors
Automatic Data Processing, Inc.
One ADP Boulevard
Roseland, New Jersey 07068-0456
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 1,006,079 shares of the Company's Common Stock, par value $0.10 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 March 11,
1999 (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 (a) The Vincam Group, Inc. 1995 Stock Option
Plan, The Vincam Group, Inc. 1996 Long Term Incentive Plan and
The Vincam Group, Inc. 1998 Long Term Incentive Plan and (b)
the Merger Agreement, each 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
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James B. Benson
General Counsel
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Exhibit 23.2
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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,
1998, 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, 1998.
/s/ Deloitte & Touche LLP
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DELOITTE & TOUCHE LLP
New York, New York
March 11, 1999
