As filed with the Securities and Exchange Commission on November 14, 1994.
Registration No. 33
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
(State or other
jurisdiction of
incorporation or
organization)
22-1467904
(I.R.S. Employer
Identification Number)
One ADP Boulevard
Roseland, New Jersey 07068
Phone: (201) 994 5000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
AUTOMATIC DATA PROCESSING, INC. RETIREMENT AND SAVINGS PLAN
(Full title of plan)
JAMES B. BENSON, ESQ.
Corporate Vice President and
General Counsel
One ADP Boulevard
Roseland, New Jersey 07068
(201) 994-5000
With copies to:
RICHARD S. BORISOFF, ESQ.
Paul, Weiss, Rifkind, Wharton &
Garrison
1285 Avenue of the Americas
New York, New York 10019
(212) 373 3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to to be Offering Price Aggregate Offering Registration
be Registered Registered Per Share Price Fee
___________________ __________ _____________ ________________ __________
Common Stock (par 450,000 $57.0625(2) $25,678,125(2) $8,855(3)
value $.10 per shares
share)(1)
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of plan
interests to be offered or sold pursuant to the Automatic Data
Processing, Inc. Retirement and Savings Plan.
(2) Estimated solely for the purposes of calculating the amount of the
registration fee in accordance with Rule 457 and based upon the average
of the high and low prices of the Common Stock on November 7, 1994 on
the New York Stock Exchange Consolidated Transactions Tape.
(3) Pursuant to Rule 457(h)(2) under the Securities Act of 1933, no separate
fee is required to register plan interests.
Page 1 of Pages
Exhibit List on Page 8
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (File No. 1-5397) are incorporated in this registration
statement by reference:
1. Automatic Data Processing, Inc.'s Annual Report on Form
10-K for the fiscal year ended June 30, 1994.
2. Automatic Data Processing, Inc.'s Quarterly Report on Form
10-Q for the quarter ended September 30, 1994.
3. Automatic Data Processing, Inc.'s definitive Proxy
Statement for the Annual Meeting of Stockholders to be held on
November 15, 1994.
4. Description of the Common Stock of Automatic Data
Processing, Inc. included in Automatic Data Processing, Inc.'s
Registration Statement on Form 8-A, as filed with the Securities
and Exchange Commission on January 21, 1992.
All documents subsequently filed by Automatic Data Processing,
Inc. or the Automatic Data Processing, Inc. Retirement and Savings
Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all securities then
remaining unsold, shall be deemed incorporated in this registration
statement by reference 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.
Not applicable.
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.
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Article Fifth, Sections 3 and 4 of the Automatic Data
Processing, Inc.'s (the "Corporation") Amended 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 By-laws 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 XIV, Section 6 of the Corporation's By-laws
provides as follows:
"Section 6. Indemnification of Directors and Officers and
Others: 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 Section 145 thereof), as from time to time amended,
and may purchase and maintain insurance on behalf of such
directors and officers. This indemnification applies to all
directors and officers of the Corporation who sit on the boards
of non-profit corporations in keeping with the Corporation's
philosophy."
"The Corporation shall indemnify any other person or
employee who may have served at the request of the Corporation
to the full extent permitted by the General Corporation Law of
the State of Delaware (and in particular Section 145 thereof)
so long as such person or employee acted in good faith and in
a manner he reasonably believed to be in, or not opposed to,
the best interests of the Corporation and, further, so long as
his actions were not in violation of corporate policies and
directives."
As permitted by Section 145 of the General Corporation Law of
the State of Delaware and the Corporation's Amended Restated
Certificate of Incorporation and By-Laws, the Corporation also
maintains a directors and officers liability insurance policy which
insures, subject to certain exclusions, deductibles and maximum
amounts, directors and officers of the Corporation against damages,
judgments, settlements and costs incurred by reason of certain acts
committed by such persons in their capacities as directors and
officers.
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Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
A list of exhibits included in this registration statement is
set forth in the Exhibit Index which immediately precedes such
exhibits and is hereby incorporated by reference herein.
The Registrant has submitted the Plan, and hereby undertakes
to submit any amendment thereto, to the Internal Revenue Service in
a timely manner and will make all changes required by the Internal
Revenue Service in order to qualify the Plan.
Item 9. Undertakings.
A. Subsequent Disclosure.
(a) 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 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) do not apply if the
registration statement is on Form S-3 or Form S-8 or Form F-3,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
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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 (and each filing of an employee benefit plan's annual report
pursuant to 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.
B. To Transmit Certain Material.
The undersigned Registrant hereby undertakes to deliver or
cause to be delivered with the prospectus to each employee to whom
the prospectus is sent or given a copy of the Registrant's annual
report to stockholders for its last fiscal year, unless such
employee otherwise has received a copy of such report in which case
the Registrant shall state in the prospectus that it will promptly
furnish, without charge, a copy of such report on written request
of the employee. If the last fiscal year of the registrant has
ended within 120 days prior to the use of the prospectus, the
annual report for the preceding year may be so delivered, but
within such 120 day period the annual report for the last fiscal
year will be furnished to each such employee.
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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-8 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Roseland, State of New Jersey, on the 14th day of November, 1994.
AUTOMATIC DATA PROCESSING, INC.
(Registrant)
By /s/ Josh S. Weston
Josh S. Weston, Chairman and
Chief Executive
Officer
November 14, 1994
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/ Josh S. Weston Chairman of the Board and November 14, 1994
(Josh S. Director (Principal Executive
Weston) Officer)
/s/ Fred D. Chief Financial Officer and November 14, 1994
Anderson, Jr. Corporate Vice President
(Fred D. (Principal Financial Officer)
Anderson, Jr.)
/s/ Richard J. Controller and Corporate Vice November 14, 1994
Haviland President
(Richard J.
Haviland)
/s/ Joseph A. Director November 14, 1994
Califano, Jr.
(Joseph A.
Califano, Jr.)
/s/ Leon G. Director November 14, 1994
Cooperman
(Leon G.
Cooperman)
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/s/ Edwin D. Director November 14, 1994
Etherington
(Edwin D.
Etherington)
/s/ Ann Dibble Director November 14, 1994
Jordan
(Ann Dibble
Jordan)
/s/ Harvey M. Director November 14, 1994
Krueger
(Harvey M.
Krueger)
/s/ Charles P. Director November 14, 1994
Lazarus
(Charles P.
Lazarus)
(Frederic V. Director November 14, 1994
Malek)
/s/ Henry Taub Director November 14, 1994
(Henry Taub)
/s/ Laurence A. Director November 14, 1994
Tisch
(Laurence A.
Tisch)
/s/ Arthur F. Director November 14, 1994
Weinbach
(Arthur F.
Weinbach)
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SIGNATURE
THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the
Automatic Data Processing, Inc. Retirement and Savings Plan has
duly caused this registration statement or amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Roseland, State of New Jersey on this 14th day of November,
1994.
AUTOMATIC DATA PROCESSING, INC.
RETIREMENT AND SAVINGS PLAN
By /s/ Arthur F. Weinbach
Arthur F. Weinbach, Trustee
EXHIBIT INDEX
Exhibit
Number
4.1 Amended Restated Certificate of
Incorporation of the Registrant
(incorporated by reference to Exhibit 3(a)
to Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1987)
4.2 Bylaws of the Registrant, as amended
(incorporated by reference to Exhibit (3)-#2
to Registrant's Annual Report on Form 10 K
for the fiscal year ended June 30, 1991)
4.3 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)
23.2 Consent of Deloitte & Touche LLP
99.1 Automatic Data Processing, Inc. Retirement
and Savings Plan
99.2 Trust Agreement for Automatic Data
Processing, Inc. Retirement and Savings Plan
dated as of December 31, 1983
99.3 Summary Plan Description