As filed with the Securities and Exchange Commission on June 28, 1999
Registration No.
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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 jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One ADP Boulevard
Roseland, New Jersey 07068
(Address of Principal Executive Offices, including Zip Code)
EMPLOYEES' SAVINGS-STOCK PURCHASE PLAN
ASSOCIATE STOCK PURCHASE PLAN B
ADP NETWORK SERVICES GROUP SAYE SCHEME 1998
DEALER SOLUTIONS HOLDINGS, INC. 1998 STOCK OPTION PLAN
(Full titles of the Plans)
JAMES B. BENSON, ESQ.
Vice President, Secretary, General Counsel
Automatic Data Processing, Inc,
One ADP Boulevard Roseland, New Jersey 07068
(Name and address of agent for services)
(973) 994-5000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount Proposed maximum Proposed Maximum
Title of Securities to be Offering Price Aggregate Offering Price Amount of
to be registered registered Per Share (1) (1) registration fee
- ------------------------------------- ---------------- -------------------------- -------------------------- -----------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.10 per 10,386,318 $40.5 $420,605,379 $116,928.29
shares (2)
- ------------------------------------- ---------------- -------------------------- -------------------------- -----------------------
</TABLE>
(1) Calculated pursuant to Rule 457(c), based on the average of the high and low
prices for the Common Stock on the New York Stock Exchange Composite Tape for
June 24, 1999.
(2) If, as a result of stock splits, stock dividends or similar transactions,
the number of securities purported to be registered on this registration
statement changes, the provisions of Rule 416 shall apply to this registration
statement, and this registration statement shall cover the additional securities
resulting from such split, dividend or similar transaction.
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<PAGE>
With respect to 10,000,000 shares of the common stock, par value $.01
per share ("Common Stock"), of Automatic Data Processing, Inc. (the "Company")
being registered pursuant to this registration statement on Form S-8, such
shares are additional securities of the same class as other securities for which
an earlier-filed registration statement on Form S-8 is effective. Pursuant to
instruction E of Form S-8, such earlier registration statement (No. 33-24987),
as amended, is incorporated herein by reference, except that (i) the provisions
contained in Part II of such registration statement are modified as set forth
herein and (ii) the Cross Reference Sheet and Prospectus contained in the
earlier registration statement are not incorporated herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference
The following documents are incorporated by reference herein and shall be deemed
a part hereof:
1. The Company's Annual Report on Form 10-K for the year ended June 30, 1998.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended September
30, and December 31, 1998 and March 31, 1999.
3. The description of the Company's common stock contained in the Company's
registration statement filed on Form 8-A, including any amendment or report
filed for the purpose of updating any such description.
In addition, all documents filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date hereof
and prior to the filing of a post-effective amendment that indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and be
a part hereof from the date of filing of such document.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this registration statement 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, except as so modified
or superseded, to constitute a part of this registration statement.
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3
Item 5. Interest 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 75,504 shares of the Company's Common
Stock and holds options to purchase an additional 216,000 shares of Common
Stock.
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 Company'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 follow:
"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,
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
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4
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, or 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 8. Exhibits
Exhibit Description
5 Opinion of Counsel
23(a) Consent of Deloitte and Touche LLP
23(b) Consent of Counsel (included in Exhibit No. 5)
Item 9. Undertakings
(a) 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 to include any material
information with respect to the
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5
plan of distribution not previously disclosed in this registration statement or
any material change to such information in this 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; and
(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.
(b) 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act f
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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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6
SIGNATURES
Pursuant to the requirements of the Securities Exchange 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Borough of Roseland, State of New Jersey, on the 24th day of
June, 1999.
AUTOMATIC DATA PROCESSING, INC.
(Registrant)
By: /s/ Arthur F. Weinbach
----------------------
Arthur F. Weinbach
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ Arthur F. Weinbach Chairman of the Board, Chief June 24, 1999
- ---------------------- Executive Officer and Director
(Arthur F. Weinbach) (Principal Executive Officer)
/s/ Richard J. Haviland Chief Financial Officer June 24, 1999
- ----------------------- (Principal Financial and
(Richard J. Haviland) Accounting Officer)
/s/ Gary C. Butler Director June 24, 1999
- -------------------
(Gary C. Butler)
/s/ Joseph A. Califano, Jr. Director June 24, 1999
- ----------------------------
(Joseph A. Califano, Jr.)
/s/ Leon G. Cooperman Director June 24, 1999
- ----------------------
(Leon G. Cooperman)
/s/ George H. Heilmeier Director June 24, 1999
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(George H. Heilmeier)
/s/ Ann Dibble Jordan Director June 24, 1999
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(Ann Dibble Jordan)
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7
/s/ Harvey M. Krueger Director June 24, 1999
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(Harvey M. Krueger)
/s/ Frederic V. Malek Director June 24, 1999
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(Frederic V. Malek)
/s/ Henry Taub Director June 24, 1999
- ---------------
(Henry Taub)
/s/ Laurence A. Tisch Director June 24, 1999
- ----------------------
(Laurence A. Tisch)
/s/ Josh S. Weston Director June 24, 1999
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(Josh H. Weston)
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8
INDEX TO EXHIBITS
Exhibit Description Page
5 Opinion of Counsel 9
23(a) Consent of Deloitte and Touche LLP 10
23(b) Consent of Counsel (included in Exhibit No. 5) 9
9
EXHIBIT 5
June 24, 1999
Automatic Data Processing, Inc.
One ADP Boulevard
Roseland, New Jersey 07068
Re: Opinion of Counsel
Ladies and Gentlemen:
This opinion is furnished in connection with the registration by
Automatic Data Processing, Inc. (the "Company") pursuant to a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended, of an aggregate of 10,386,318 shares of the Company's Common
Stock, par value $.10 per share (the "Shares"), which are to be offered and sold
by the Company pursuant to the its Employees' Savings-Stock Purchase Plan,
Associate Stock Purchase Plan B, the ADP Network Services Group SAYE Scheme
1998, and the Dealer Solutions Holdings, Inc. 1998 Stock Option Plan
(collectively, the "Plans").
As General Counsel of the Company, I am of the opinion that, based upon
my familiarity with the affairs of the Company and upon my examination of the
law and pertinent documents, that the Shares, when issued and sold in accordance
with the Plans, will be validly issued, fully paid and nonassessable
I hereby consent to the filing of this opinion as Exhibit 5 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
EXHIBIT 23(a)
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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New York, New York
June 24, 1999
