Pursuant to Rule 424(b)(3)
PROSPECTUS (File No. 333-31058)
AUTOMATIC DATA PROCESSING, INC.
178,228 Shares
Common Stock
------------------------
This prospectus relates to the public Our company's shares of common
offering, which is not being stock are traded on the New York
underwritten, of 178,228 shares of our Stock Exchange, the Chicago Stock
company's common stock. The common stock Exchange and the Pacific Stock
is held by some of the former Exchange under the symbol "AUD." On
stockholders of Time Resource March 16, 2000, ADP's stock price on
Management, Inc., who are listed on page the New York Stock Exchange was
2 of this document. These stockholders $54.75.
obtained their shares of ADP common
stock in connection with a stock
purchase agreement dated as of February
11, 1998, whereby ADP acquired all of
the stock of Time Resource Management,
Inc.
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.
March 17, 2000
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Table of Contents
THE COMPANY..................................................................1
USE OF PROCEEDS..............................................................1
THE SELLING STOCKHOLDERS.....................................................2
PLAN OF DISTRIBUTION.........................................................3
EXPERTS......................................................................3
LEGAL OPINION................................................................3
WHERE YOU CAN FIND MORE INFORMATION..........................................4
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THE COMPANY
Our company is engaged in the computing services business. With over
450,000 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.
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THE SELLING STOCKHOLDERS
The selling stockholders received shares of common stock from ADP on
February 20, 1998 in connection*/ with a stock purchase agreement dated as of
February 11, 1998, whereby ADP acquired all of the capital stock of Time
Resource Management, Inc., a Missouri corporation owned by the selling
stockholders. Pursuant to a subsequent agreement dated December 23, 1999, 17,064
shares of ADP common stock were then issued to Robert Young, and 161,164 shares
were issued to Preserve Capital, L.C.
We list below with respect to the selling stockholders (1) the number of
shares of ADP common stock beneficially owned as of February 24, 2000 and prior
to the offering covered by this prospectus, (2) the maximum number of shares of
ADP common stock which may be sold in the offering and (3) the number of shares
of ADP common stock which will be beneficially owned after the offering,
assuming the sale of all the shares set forth in (2) above.
<TABLE>
<CAPTION>
Beneficial Ownership Shares To Be Beneficial Ownership
Prior to Offering Offered After Offering
Selling Stockholder Shares Percentage ------- Shares Percentage
- ------------------- ------ ---------- ------ ----------
<S> <C> <C> <C> <C> <C>
Robert Young 38,268 1/ * 17,064 21,204 *
Preserve Capital, L.C. 161,164 * 161,164 0 0
</TABLE>
- --------
* Less than 1%.
1/ Includes 109 shares held in escrow pursuant to the stock purchase
agreement.
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PLAN OF DISTRIBUTION
We are registering 178,228 shares of ADP common stock on behalf of the
selling stockholders. We issued all of these shares in connection with our
acquisition of Time Resource Management, Inc.
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, 1999 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 74,456 shares of ADP's common stock.
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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, 1999.
2. Quarterly Reports on Form 10-Q filed by ADP for the fiscal quarters ended
September 30, 1999 and December 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.,
Corporate 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.
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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.
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