As filed with the Securities and Exchange Commission on March 20, 2003
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.)
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One ADP Boulevard
Roseland, New Jersey 07068
(973) 974-5000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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Key Employees' Restricted Stock Plan
(Full title of the plan)
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James B. Benson, Esq.
Corporate Vice President, Secretary and General Counsel
Automatic Data Processing, Inc.
One ADP Boulevard
Roseland, New Jersey 07068
(Name and address of agent for service)
(973) 974-5000
(Telephone number, including area code, of agent for service)
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Copy to:
Richard S. Borisoff, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
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CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Securites to be Registered Registered Price Per Share(1) Aggregate Offering Price(1) Registration Fee
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Common stock, par value $0.10
per share ................. 3,000,000 shares $29.57 $ 88,710,000 $ 7,176.64
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(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, par value
$.10 per share ("Common Stock"), of Automatic Data Processing, Inc. (the
"Company" or "Registrant") as reported on the New York Stock Exchange Composite
Transaction Tape on March 18, 2003.
EXPLANATORY NOTE
The 3,000,000 shares of Common Stock being registered pursuant
to this registration statement (the "Registration Statement") are additional
securities of the same class as other securities for which registration
statements (Nos. 33-25290, 33-38366 and 333-10279) on Form S-8 were filed with
the Securities and Exchange Commission (the "Commission") on November 7, 1988,
December 21, 1990 and August 15, 1996, respectively. Pursuant to General
Instruction E to Form S-8, the contents of such earlier registration statements
are incorporated by reference into this Registration Statement, except that the
provisions contained in Part II of such earlier registration statement are
modified as set forth in this Registration Statement.
On March 19, 2003, the Company's Board of Directors approved
an amendment to the Company's Key Employees' Restricted Stock Plan (the "Plan")
to reserve for issuance thereunder an additional 3,000,000 shares of Common
Stock. Accordingly, this Registration Statement is being filed to register the
3,000,000 additional shares of Common Stock.
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 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. The information required in the Section 10(a) prospectus is included in
documents being maintained and delivered by the Company as required by Part I of
Form S-8 and by Rule 428 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the
Commission are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 2002.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 2002 and December 31, 2002.
3. The Company's Current Report on Form 8-K filed on March 13,
2003.
4. 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
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then remaining unsold, shall be deemed to be incorporated by reference herein
and to be 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 Common Stock being registered
pursuant hereto has been passed upon by James B. Benson, Esq., Corporate Vice
President, Secretary and General Counsel of the Company. Mr. Benson, a
full-time employee of the Company, beneficially owns 167,978 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.
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 6.01 of the Company'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
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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 6.01 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 the Company's Amended and Restated Certificate of
Incorporation 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 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 incorporated by reference herein.
The undersigned Registrant will submit or has submitted the
plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the plan.
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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 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, 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, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Registrant's Amended and Restated
Certificate of Incorporation or By-Laws, by contract, or otherwise, the
Registrant has been advised that in the opinion of the 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, 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
20, 2003.
AUTOMATIC DATA PROCESSING, INC.
(Registrant)
By: /s/ Arthur F. Weinbach
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Name: Arthur F. Weinbach
Title: Chairman and Chief Executive Officer
POWER OF ATTORNEY
The officers and directors of Automatic Data Processing, Inc.
whose signatures appear below hereby constitute and appoint Arthur F. Weinbach
and James B. Benson, and each of them (with full power to each of them to act
alone), their true and lawful attorneys-in-fact, with full powers of
substitution and resubstitution, to sign and execute on behalf of the
undersigned any and all amendments, including post-effective amendments, to this
Registration Statement, and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Commission, and each of the
undersigned does hereby ratify and confirm all that said attorneys-in-fact shall
do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below on March 20, 2003 by the following
persons in the capacities indicated.
Signature Title
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Chairman, Chief Executive Officer and Director
/s/ Arthur F. Weinbach (Principal Executive Officer)
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Arthur F. Weinbach
Chief Financial Officer
/s/ Karen E. Dykstra (Principal Financial Officer and
- --------------------- Principal Accounting Officer)
Karen E. Dykstra
/s/ Gregory D. Brenneman Director
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Gregory D. Brenneman
/s/ Leslie A. Brun Director
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Leslie A. Brun
/s/ Gary C. Butler Director
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Gary C. Butler
/s/ Joseph A. Califano, Jr. Director
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Joseph A. Califano, Jr.
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/s/ Leon G. Cooperman Director
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Leon G. Cooperman
/s/ Ann Dibble Jordan Director
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Ann Dibble Jordan
/s/ Harvey M. Krueger Director
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Harvey M. Krueger
/s/ Frederic V. Malek Director
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Frederic V. Malek
/s/ Henry Taub Director
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Henry Taub
/s/ Laurence A. Tisch Director
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Laurence A. Tisch
/s/ Josh S. Weston Director
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Josh S. Weston
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INDEX TO EXHIBITS
Exhibits
4.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to Company's Registration
Statement on Form S-4 filed with the Commission on February 9, 1999)
4.2 Amended and Restated By-laws of the Company (incorporated by
reference to Exhibit 3.2 to Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 2002)
4.3 Form of the Company'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)
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
24.1* Power of Attorney (included on signature page)
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* Filed herewith.
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