As filed with the Securities and Exchange Commission on August 6, 1999
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 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)
OMR Systems Corporation Stock Option 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>
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
============================== ======================= ==================== ============================== ===================
<S> <C> <C> <C> <C>
Common Stock, par value
$0.10 per share............... 361,488 shares(2) $39.6875 $14,346,555 $3,988
============================== ======================= ==================== ============================== ===================
</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 August 2, 1999.
(2) The amount of shares to be registered has been determined based on the
product of (i) 12.45 shares of OMR Systems Corporation common stock
issuable pursuant to outstanding options under the OMR Systems
Corporation Stock Option Plan, multiplied by (ii) an exchange ratio of
29,035, as determined in connection with ADP's acquisition of OMR
Systems Corporation.
<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
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 75,497 shares of the Company's 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.
<PAGE>
2
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 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
<PAGE>
3
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.
(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.
<PAGE>
4
(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.
<PAGE>
5
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 August 6, 1999.
AUTOMATIC DATA PROCESSING, INC.
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, or amendment thereto, has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Arthur F. Weinbach Chairman of the Board, Chief August 6, 1999
- ---------------------- Executive Officer and Director
(Arthur F. Weinbach) (Principal Executive Officer)
/s/ Richard J. Haviland Chief Financial Officer August 6, 1999
- ----------------------- (Principal Financial and
(Richard J. Haviland) Accounting Officer)
/s/ Gary C. Butler Director August 6, 1999
- -------------------
(Gary C. Butler)
/s/ Joseph A. Califano, Jr. Director August 6, 1999
- ----------------------------
(Joseph A. Califano, Jr.)
/s/ Leon G. Cooperman Director August 6, 1999
- ----------------------
(Leon G. Cooperman)
/s/ George H. Heilmeier Director August 6, 1999
- ------------------------
(George H. Heilmeier)
<PAGE>
6
Signature Title Date
--------- ----- ----
/s/ Ann Dibble Jordan Director August 6, 1999
- ----------------------
(Ann Dibble Jordan)
/s/ Harvey M. Krueger Director August 6, 1999
- ----------------------
(Harvey M. Krueger)
/s/ Frederic V. Malek Director August 6, 1999
- ----------------------
(Frederic V. Malek)
/s/ Henry Taub Director August 6, 1999
- ---------------
(Henry Taub)
/s/ Laurence A. Tisch Director August 6, 1999
- ----------------------
(Laurence A. Tisch)
/s/ Josh S. Weston Director August 6, 1999
- -------------------
(Josh H. Weston)
<PAGE>
7
INDEX TO EXHIBITS
Exhibits
- --------
4.1 OMR Systems Corporation Stock Option Plan
4.2 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)
4.3 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)
4.4 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
Exhibit 4.1
STOCK OPTION PLAN
OF
OMR SYSTEMS CORPORATION
1. Purposes.
The purposes of the Stock Option Plan (the "Plan") of OMR Systems
Corporation (the "Corporation") are to provide a greater community of interest
between the Corporation's shareholders and its key employees, to facilitate the
purchase by such employees of shares of stock in the Corporation, to encourage
such employees to remain in the employ of the Corporation and to assist the
Corporation in retaining the services of its key employees.
2. Stock to be Offered.
The shares that may be issued under the Plan shall not exceed 20 shares
of the Corporation's common stock, no par value ("Common Stock"), subject to
adjustment under the provisions of Section 8. Such shares may be authorized but
unissued shares or treasury shares, as the Board of Directors of the Corporation
(the "Board of Directors") may from time to time determine. Shares reserved
under an option which for any reason expires or is terminated, in whole or in
part, shall again be available for the purposes of the Plan.
3. Eligibility.
Options may be granted to any key employee (including officers) of the
Corporation.
<PAGE>
4. Administration.
The Plan shall be administered by the Board of Directors. The Board of
Directors, subject to the express provisions of the Plan, shall have authority,
in its sole discretion,
(a) to determine the individuals who shall receive stock options;
(b) to determine the kind of options to be granted;
(c) to determine the number of shares to be subject to each option;
(d) to determine the provisions of option agreements (which need not be
identical), including, but not limited to, provisions imposing limitations or
conditions on the exercise of any option;
(e) to prescribe, amend and rescind rules and regulations relating to
the Plan;
(f) to construe option agreements and the Plan; and
(g) to make all other determinations necessary and advisable for the
proper administration of the Plan.
All decisions and determinations of the Board of Directors shall be
made by a majority of the Board of Directors and shall be conclusive.
5. Form of Options.
Options granted under the Plan may be incentive stock options within
the meaning of Section 422(b) of the Internal Revenue Code ("Incentive Stock
Options") or options which are not Incentive Stock Options ("Non-Qualified
Options"), as the Board of Directors shall determine.
<PAGE>
6. Provisions of Options.
The Board of Directors shall prescribe and determine the provisions of
each option (including, but not limited to, provisions with respect to the
vesting and exercisability of the option), subject to the following:
(a) The option price of an Incentive Stock Option must be at least 100%
of the fair market value of the Common Stock at the time the option is granted.
(b) The term of an Incentive Stock Option may not exceed 10 years from
the date it is granted.
(c) An Incentive Stock Option may not be transferred by an optionee
otherwise than by will or by the laws of descent and distribution, and may be
exercised, during his or her lifetime, only by the optionee.
(d) The exercise price of any option may be paid, at the optionee's
election, either in cash or by his exchange of shares of Common Stock, if such
shares have been held by the Optionee for more than 6 months. Any shares of
Common Stock so exchanged shall be valued at their fair market value on the date
the option is exercised.
7. Limitations on Incentive Stock Options.
(a) An Incentive Stock Option may not be granted to any individual who
owns (at the date of grant of the option) stock possessing more than 10% of the
total combined voting power of all classes of stock of his employer corporation
or of any of its parent corporations or subsidiary corporations.
(b) To the extent that the aggregate fair market value (determined at
the time the option is granted) of shares of Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by any individual
during any calendar year (under this Plan and all such plans of the individual's
employer corporation and its subsidiary corporations and parent corporations)
exceeds $100,000, such options shall be treated as Non-Qualified Options.
<PAGE>
8. Changes in Capital Structure.
If (a) the Corporation shall at any time be involved in a merger,
consolidation, reorganization, exchange of shares, sale of all or substantially
all of the assets or stock of the Corporation or a transaction similar thereto,
or (b) any stock dividend, stock split, reverse stock split, stock combination,
reclassification, recapitalization or other similar change in the capital
structure of the Corporation occurs, or (c) any other event shall occur which in
the judgment of the Board of Directors necessitates an adjustment of the terms
of the outstanding options, the Board of Directors shall take any such action as
in its judgment shall be necessary to preserve to the optionees rights
substantially proportionate to the rights existing prior to such event,
including, without limitation, adjustments in the number and kind of shares
subject to options, the option exercise price, and the number and kind of shares
available under Section 2. To the extent that such action shall include an
increase or decrease in the number of shares subject to outstanding options, the
number of shares available under Section 2 above shall be increased or
decreased, as the case may be, proportionately.
The judgment of the Board of Directors with respect to any matter
referred to in this Section 8 shall be conclusive and binding upon each optionee
without the need for any amendment to the Plan or to any outstanding option.
9. Amendment and Termination of Plan.
The Plan shall become effective on the date of its adoption by the
Board of Directors and shall remain effective for the grant of options until 10
years from that date (and for the subsequent exercise of such options), unless
it is sooner terminated by the Board of Directors. The Board of Directors, in
its discretion and at any time, may modify, amend or terminate the Plan;
provided, however, that no modification or amendment may be made, without the
approval of the shareholders of the Corporation, which would increase the
maximum aggregate number of shares which may be issued under the Plan or change
the class of employees who are eligible for
<PAGE>
the grant of options. Neither termination of the Plan, nor any modification or
amendment thereof, shall adversely affect any rights under an option previously
granted under the Plan without the consent of the optionee.
10. Change of Control.
(a) Concurrently with any Change of Control,
(i) the Corporation shall cause each outstanding option to
become immediately exercisable, and
(ii) the Corporation shall have the right to cause each
outstanding option to be converted into an option to purchase shares of the
other party to the Change of Control upon the same terms and conditions as are
then applicable to such outstanding options except that the number and kind of
shares subject to the new options and the option exercise price shall be
adjusted in a manner consistent with the provisions of Section 8 to reflect the
terms of the event constituting the Change of Control.
(b) For the purposes of this Section, the term "Change of Control"
means an event described in clause (a) of Section 8.
11. Miscellaneous.
(a) The grantee of any option shall be subject to the execution by an
optionee of a written option agreement in the form, and containing the terms,
specified by the Board of Directors.
(b) Nothing in this Plan or in any option granted hereunder shall be
construed as conferring upon any employee any right to continue in the service
of the Corporation.
(c) The grant of options under the Plan, the issuance and delivery of
shares upon exercise of options, and all other matters, shall be subject to all
laws, rules and regulations as may from time to time be applicable thereto.
<PAGE>
(d) The Board of Directors may, in its discretion, require any optionee
to pay to the Corporation at the time of exercise of his or her option the
amount that the Board of Directors deems necessary to satisfy the Corporation's
obligation to withhold federal, state or local income or other taxes incurred by
reason of the exercise. Upon exercise of the option, the optionee, if permitted
by the Board of Directors in its discretion, may make a written election to have
shares of Common Stock then issued withheld by the Corporation from the shares
of Common Stock otherwise to be received, or to deliver previously-owned shares
of Common Stock (if such shares have been held by the optionee for more than 6
months), in order to satisfy the liability for such withholding taxes. If the
optionee makes such an election, the number of shares of Common Stock so
withheld or delivered shall have an aggregate fair market value on the date of
exercise sufficient to satisfy the applicable withholding taxes, as determined
using the minimum federal, state and local income tax withholding rates then in
effect. Where the exercise of an option does not give rise to such an obligation
by the Corporation to withhold federal, state or local income or other taxes on
the date of exercise, but may give rise to such an obligation in the future, the
Board of Directors may, in its discretion, make such arrangements and impose
such requirements as it deems necessary or appropriate. Notwithstanding anything
contained in the Plan to the contrary, the optionee's satisfaction of any
tax-withholding requirements imposed by the Board of Directors shall be a
condition precedent to the Company's obligation as may otherwise be provided
hereunder to provide shares of Common Stock to the optionee.
(e) No right or benefit under this Plan or under any option granted
hereunder shall be subject to anticipation, alienation, sale, assignment,
pledge, encumbrance, charge, levy, attachment or execution of judgments of any
kind. No right or benefit under this Plan or under any option granted hereunder
shall in any manner be liable for or subject to the debts, contract liabilities
or torts of the person entitled to such right or benefit.
<PAGE>
12. Approval of Shareholders.
This Plan is subject to the approval of the shareholders of the
Corporation within one year of the date of its adoption by the Board of
Directors. If the Plan is not so approved, the Plan and any options granted
under it shall be void.
Exhibit 5.1
Automatic Data Processing, Inc.
Corporate Headquarters
One ADP Boulevard
Roseland, New Jersey 07068-0456
August 6, 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 361,488 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 August 6, 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
<PAGE>
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 OMR Systems Corporation Stock Option
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
-------------------
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. and subsidiaries 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. and subsidiaries for the
year ended June 30, 1998.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
New York, New York
August 6, 1999
