As filed with the Securities and Exchange Commission on August 15, 1996. 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 22-1467904 (STATE OR OTHER (I.R.S. EMPLOYER JURISDICTION OF INCORPORATION) IDENTIFICATION NO.) 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) 1990 KEY EMPLOYEES' STOCK OPTION 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 (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 CALCULATION OF REGISTRATION FEE SHARES PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION SHARES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE Common Stock, $.10 par value per share 10,000,000 $41.75 $417,500,000.00 $143,965.52 (1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457, based on the average of the high and low sales prices of the Common Stock on August 12, 1996 as reported on the New York Stock Exchange. INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT In accordance with General Instruction E to Form S-8 the contents of Registration Statement No. 33-38365 on Form S-8 of Automatic Data Processing, Inc. (the "Company") which was filed with the Securities and Exchange Commission on December 21, 1990 are incorporated herein by reference. EXPLANATORY NOTE The Company's 1990 Key Employees' Stock Option Plan (the "1990 Plan") was adopted by the Company's Board of Directors on August 15, 1990 and was approved by the Company's stockholders on November 15, 1990. Accordingly, on December 21, 1990 the Company filed a Registration Statement on Form S-8 (Registration No. 33-38365) to register the shares of Common Stock of the Company, par value $.10 per share (the "Common Stock"), reserved for issuance under the 1990 Plan. On August 11, 1995, the Company's Board of Directors approved an amendment to the 1990 Plan which increased the number of shares of Common Stock which can be issued pursuant to the 1990 Plan by 10,000,000 shares (as adjusted for the 2 for 1 stock split on January 1, 1996), so that after such amendment and adjustments for canceled stock options under the 1973 Key Employees' Stock Option Plan and the 1981 Key Employees' Stock Option Plan which were added to the amount of shares available under the 1990 Plan, the total number of shares allocated to the 1990 Plan is 30,382,242. Such amendment was approved by the company's stockholders on November 14, 1995. Accordingly, this Registration Statement is being filed to register the 10,000,000 additional shares of Common Stock. The information required in the section 10(a) prospectus is included in documents being maintained and delivered by the Company as required by Note 1 to Form S-8 and by Rule 428 under the Securities Act of 1933. EXHIBITS 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 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, 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 the 14th day of August, 1996. AUTOMATIC DATA PROCESSING, INC. (Registrant) By /S/ ARTHUR F. WEINBACH Arthur F. Weinbach President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement, or amendment thereto, has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /S/ ARTHUR F. WEINBACH President and Chief August 14, 1996 (Arthur F. Weinbach) Executive Officer (Principal Executive Officer) /S/ RICHARD J. HAVILAND Vice President, Finance (Principal August 14, 1996 (Richard J. Haviland) Financial Officer) /S/ JOSH S. WESTON Chairman of the Board August 14, 1996 (Josh S. Weston) /S/ GARY C. BUTLER Director August 14, 1996 (Josh S. Weston) /S/ JOSEPH A. CALIFANO, JR. Director August 14, 1996 (Joseph A. Califano, Jr.) Director August 14, 1996 /S/ LEON G. COOPERMAN (Leon G. Cooperman) Director August 14, 1996 (George H. Heilmeier) /S/ ANN DIBBLE JORDAN Director August 14, 1996 (Ann Dibble Jordan) /S/ HARVEY M. KRUEGER Director August 14, 1996 (Harvey M. Krueger) Director August 14, 1996 (Charles P. Lazarus) Director August 14, 1996 (Frederic V. Malek) /S/ HENRY TAUB Director August 14, 1996 (Henry Taub) Director August 14, 1996 (Laurence A. Tisch)