As filed with the Securities and Exchange Commission on June 8, 1999.
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) 974-5000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------
JAMES B. BENSON, ESQ.
Vice President, Secretary and General Counsel
One ADP Boulevard
Roseland, New Jersey 07068
(973) 974-5000
(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 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================== ================== ================== ========================== ======================
Proposed Maximum
Title of each class of Amount Offering Price Proposed Maximum Aggregate Amount of Registration
securities to be Registered to be Registered Per Share(1) Offering Price Fee
- ------------------------------------------- ------------------ ------------------ -------------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, $0.10 par value per share 2,914,135 shares $40.44 $117,847,619.40 $32,761.64
=========================================== ================== ================== ========================== ======================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(c) of the rules and regulations under the
Securities Act of 1933, as amended. Pursuant to Rule 457, the proposed
maximum offering price per share of common stock of the Registrant is based
upon the average of the high and low prices of the Registrant's common stock
on June 1, 1999 on the New York Stock Exchange Composite Transaction Tape.
------------------
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 the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
The information in this document is not complete and may be changed. The selling
stockholders may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This document is
not an offer to sell these securities and it is not soliciting an offer to buy
these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, dated June 8, 1999
PRELIMINARY PROSPECTUS
AUTOMATIC DATA PROCESSING, INC.
2,914,135 Shares
Common Stock
------------------------
This prospectus relates to the Our company's shares of
public offering, which is not being common stock are traded on the New
underwritten, of 2,914,135 shares of our York Stock Exchange, the Chicago
company's common stock. The common stock Stock Exchange and the Pacific
is held by some of the former Stock Exchange under the symbol
stockholders of OMR Systems Corporation "AUD." On June 7, 1999, ADP's stock
and OMR Systems International, Ltd., who price on the New York Stock
are listed on page 2 of this document. Exchange was $41.00.
These stockholders obtained their shares
of ADP common stock by virtue of a
merger among our company, OMR Systems
Corporation and OMR Systems
International, Ltd.
These stockholders may sell
their ADP shares at prices which are
based on the market price of the stock
in negotiated transactions. ADP will not
receive any of the proceeds from the
sale of the shares.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the ADP common stock to be issued in
connection with this document or determined that this document is accurate or
adequate. Any representation to the contrary is a criminal offense.
, 1999
<PAGE>
Table of Contents
THE COMPANY....................................................................1
USE OF PROCEEDS................................................................2
THE SELLING STOCKHOLDERS.......................................................2
PLAN OF DISTRIBUTION...........................................................3
EXPERTS ......................................................................3
LEGAL OPINION..................................................................3
WHERE YOU CAN FIND MORE INFORMATION............................................4
i
<PAGE>
THE COMPANY
Our company is engaged in the computing services business. With over
425,000 clients, we are one of the largest companies in the world dedicated to
providing computerized transaction processing, data communications and
information services. Our services include:
o payroll, payroll tax and human resource management;
o securities transaction processing and investor communication
services;
o industry-specific computing and consulting services for auto and
truck dealers; and
o computerized auto repair estimating, auto parts availability services
and fee and utilization audits of bodily injury claims.
Our company's principal executive offices are located at One ADP
Boulevard, Roseland, New Jersey 07068.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of
our common stock by the selling stockholders.
1
<PAGE>
THE SELLING STOCKHOLDERS
The selling stockholders listed in the table below received their
shares of ADP common stock from our company by virtue of a merger of two wholly
owned subsidiaries of ADP into OMR Systems Corporation and OMR Systems
International, Ltd. The selling stockholders were OMR Systems or OMR Systems
International shareholders at the time of the merger and received their ADP
shares in exchange for their shares of OMR Systems or OMR Systems International
common stock. In connection with this merger, we agreed to register the shares
of ADP common stock received by the selling stockholders so that they may resell
their ADP shares if they so desire.
We list below with respect to the selling stockholders (1) the number
of ADP shares beneficially owned after the merger and prior to the offering
covered by this prospectus, (2) the maximum number of ADP shares which may be
sold in the offering and (3) the number of ADP shares which will be beneficially
owned after the offering, assuming the sale of all the shares set forth in (2)
above.
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Prior to Offering Shares To Be After Offering
Selling Stockholder Shares Percentage Offered Shares Percentage
- ------------------- ------ ---------- ------- ------ ----------
<S> <C> <C> <C> <C> <C>
James L. 1,186,063 * 1,186,063 0 0
Mersfelder(1)
John R. Slapp(1) 1,186,063 * 1,186,063 0 0
The James L. 116,143 * 116,143 0 0
Mersfelder 1997
Trust
The Irrevocable Trust 116,143 * 116,143 0 0
of John R. Slapp
and Michele V.
Slapp, FBO
Michael R.
Slapp and his
Descendants
Citibank, N.A., as 309,723 * 309,723 0 0
escrow agent
</TABLE>
- ------------------
* Less than 1%.
(1) Fifty percent of this holder's interest in 309,723 of the shares of ADP
common stock issuable to the former holders of OMR Systems and OMR Systems
International common stock is being deposited with Citibank, N.A. in its
capacity as escrow agent. The proceeds of the sale of these shares may be
used by Citibank to pay the general indemnification obligations and tax
obligations of the selling stockholders as more fully described in the
merger agreement. Any balance of such shares will be distributed to this
holder at the times indicated in the merger agreement.
2
<PAGE>
PLAN OF DISTRIBUTION
We are registering 2,914,135 shares of ADP common stock on behalf of
the selling stockholders. We issued all of these shares in connection with our
acquisition of OMR Systems Corporation and OMR Systems International, Ltd.
The selling stockholders may choose to sell their shares from time to
time on the New York Stock Exchange, the Chicago Stock Exchange and/or the
Pacific Stock Exchange, at market prices prevailing at the time of the sale, at
prices related to the then prevailing market prices, in privately negotiated
transactions or through a combination of these methods. In addition, these
selling stockholders may choose one or more of the following alternatives:
o a block trade in which a broker or dealer will attempt to sell the
shares as agent but may position and resell a portion of the block
as principal in order to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this prospectus; and
o ordinary brokerage transactions and transactions in which the
broker solicits purchasers.
The selling stockholders and any broker-dealers who act in connection
with the sale of their shares of ADP common stock under this prospectus may be
deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933 and any commissions received by them and profit on any
resale of their shares of ADP common stock as principals might be deemed to be
underwriting discounts and commissions under the Securities Act. ADP has agreed
to indemnify the selling stockholders against certain liabilities, including
liabilities under the Securities Act as underwriters or otherwise.
EXPERTS
The consolidated financial statements and the related financial
statement schedules incorporated in this prospectus by reference from our Annual
Report on Form 10-K for the year ended June 30, 1998 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports, which
are incorporated in this prospectus 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
James B. Benson, Esq., Vice President, Secretary and General Counsel of
ADP, will issue an opinion about the legality of the ADP common stock being
offered by this prospectus. As of the date of this prospectus, Mr. Benson
beneficially owns 75,504 shares of ADP's common stock.
3
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document that we file at the Securities and Exchange Commission's
Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. Please
call 1-800-SEC-0330 for further information on the operation of the Public
Reference Room. Reports, proxy statements and other information regarding
issuers that file electronically with the Securities and Exchange Commission,
including our filings, are also available to the public from the Securities and
Exchange Commission's Web site at "http://www.sec.gov."
Our 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 can also 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 90015 and 301 Pine Street, San Francisco, California 94104.
We have filed with the Securities and Exchange Commission a
registration statement on Form S-3 under the Securities Act. This prospectus is
a part of the registration statement and constitutes a prospectus of our company
for the ADP common stock to be sold by the selling stockholders. As allowed by
the Securities and Exchange Commission rules, this prospectus does not contain
all the information you can find in the registration statement or the exhibits
to the registration statement.
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important business and financial information about us to you that is not
included in or delivered with this prospectus by referring you to those
documents.
The information incorporated by reference is considered to be part of
this prospectus, and information that we file later with the Securities and
Exchange Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and any filing we will make
with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 following the date of this
prospectus and prior to the termination of the offering of our company's shares
of common stock:
1. Annual Report on Form 10-K of ADP for the fiscal year ended June 30,
1998.
2. Quarterly Reports on Form 10-Q filed by ADP for the fiscal quarters
ended September 30, 1998, December 31, 1998 and March 31, 1999.
3. The description of ADP common stock contained in ADP's Registration
Statement on Form 8-A.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
James B. Benson, Esq.,
Vice President, Secretary and General Counsel
Automatic Data Processing, Inc.
One ADP Boulevard
Roseland, New Jersey 07068
Telephone requests may be directed to (973) 974-5000.
4
<PAGE>
We have not authorized anyone to give any information or make any
representation about our company that differs from or adds to the information in
this prospectus or in our documents or the documents that we publicly file with
the Securities and Exchange Commission. Therefore, if anyone does give you
different or additional information, you should not rely on it.
The information contained in this prospectus speaks only as of its date
unless the information specifically indicates that another date applies.
5
<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.............................$32,762.00
Accounting fees and expenses........................$ 2,500.00
Legal fees and expenses.............................$ 3,000.00
Miscellaneous expenses..............................$ 100.00
----------
Total......................................$38,362.00
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 ADP.
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 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
II-1
<PAGE>
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 (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 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
II-2
<PAGE>
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.
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Borough of Roseland, State of New Jersey, on the 8th 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 below 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 8, 1999
- ---------------------- Executive Officer and Director
(Arthur F. Weinbach) (Principal Executive Officer)
/s/ Richard J. Haviland Chief Financial Officer June 8, 1999
- ----------------------- (Principal Financial and
(Richard J. Haviland) Accounting Officer)
/s/ Gary C. Butler Director June 8, 1999
- ------------------
(Gary C. Butler)
/s/ Joseph A. Califano, Jr. Director June 8, 1999
- ---------------------------
(Joseph A. Califano, Jr.)
/s/ Leon G. Cooperman Director June 8, 1999
- ---------------------
(Leon G. Cooperman)
/s/ George H. Heilmeier Director June 8, 1999
- -----------------------
(George H. Heilmeier)
II-4
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ Ann Dibble Jordan Director June 8, 1999
- ---------------------
(Ann Dibble Jordan)
/s/ Harvey M. Krueger Director June 8, 1999
- ---------------------
(Harvey M. Krueger)
/s/ Frederic V. Malek Director June 8, 1999
- ---------------------
(Frederic V. Malek)
/s/ Henry Taub Director June 8, 1999
- --------------
(Henry Taub)
/s/ Laurence A. Tisch Director June 8, 1999
- ---------------------
(Laurence A. Tisch)
/s/ Josh S. Weston Director June 8, 1999
- ------------------
(Josh S. Weston)
II-5
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------ ------- ------------
3.1 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)
3.2 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)
3.3 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, No. 33-45150)
5.1 Opinion of James B. Benson, Esq. as to the legality of the II-7
securities 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
II-6
Exhibit 5.1
Automatic Data Processing, Inc.
Corporate Headquarters
One ADP Boulevard
Roseland, New Jersey 07068-1728
June 8, 1999
Board of Directors
Automatic Data Processing, Inc.
One ADP Boulevard
Roseland, New Jersey 07068
Re: Registration Statement on Form S-3 Filed on June 8, 1999
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3 (the
"Registration Statement") filed by Automatic Data Processing, Inc. (the
"Company") with the Securities and Exchange Commission on June 8, 1999 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 2,914,135 shares (the
"Shares") of the Company's common stock, $0.10 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 restated, 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, when issued, will be fully paid and
non-assessable.
I hereby consent to the use of my name under the caption "Legal
Opinion" in the Prospectus included in the Registration Statement and to the use
of this opinion as an exhibit to the Registration Statement. In giving this
consent, I do not thereby admit that I come within the category of persons whose
consent is required by the Act or Rules.
Very truly yours,
/s/ James B. Benson
-------------------
James B. Benson
General Counsel
II-7
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Automatic Data Processing, Inc. and subsidiaries on Form S-3 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. and subsidiaries for the
year ended June 30, 1998 and to the reference to us under the heading "Experts"
in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
New York, New York
June 7, 1999
II-8
