As filed with the Securities and Exchange Commission on October 11, 1996.
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 (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)
HEALTH BENEFITS AMERICA 1993 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 129,104 $43.00 $5,551,472 $1,682.27
(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 October 9, 1996 as reported on the New York Stock
Exchange.
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 (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 of 1933 (the "Act"). The information required in
the Section 10(a) prospectus is included in documents being maintained and
delivered by Automatic Data Processing, Inc. (The "Company") as required by
Part I of Form S-8 and by Rule 428 under the 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: (a) The Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1996 and (b) the description of the
Company's Common Stock contained in the Company's Registration Statement on
Form 8-A under the Securities Exchange Act of 1934 (the "Exchange Act"), filed
with the Commission on January 21, 1992, including all amendments and reports
filed for the purpose of updating such description.
All other documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities registered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of
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., Corporate Vice
President and General Counsel of the Company. Mr. Benson, a full-time employee
of the Company, beneficially owns 31,881 shares of the Company's Common Stock.
The consolidated financial statements of the Company and its subsidiaries
contained in the documents incorporated by reference herein have been so
incorporated by reference in reliance upon the report thereon of Deloitte &
Touche LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
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 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 Company'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 Company's Certificate 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.
4.1 The Company's Health Benefits America 1993 Stock Option Plan
4.2 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit (3)-#1 to the
Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1996)
4.3 By-laws of the Company, as amended (incorporated by
reference to Exhibit (3)-#2 to the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1991)
4.4 Form of the Company's Common Stock Certificate (incorporated by
reference to Exhibit 4.4 to Company'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
Item 9. UNDERTAKINGS.
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 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 (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.
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 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.
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 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.
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 11th day of October, 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 October 11, 1996
(Arthur F. Weinbach) Executive Officer
(Principal Executive Officer)
/s/ RICHARD J. HAVILAND Vice President, Finance (Principal October 11, 1996
(Richard J. Haviland) Financial Officer)
/s/ JOSH S. WESTON Chairman of the Board October 11, 1996
(Josh S. Weston)
/s/ GARY C. BUTLER Director October 11, 1996
(Josh S. Weston)
/s/ JOSEPH A. CALIFANO, JR. Director October 11, 1996
(Joseph A. Califano, Jr.)
/s/ LEON G. COOPERMAN Director October 11, 1996
(Leon G. Cooperman)
Director October 11, 1996
(George H. Heilmeier)
/s/ ANN DIBBLE JORDAN Director October 11, 1996
(Ann Dibble Jordan)
/s/ HARVEY M. KRUEGER Director October 11, 1996
(Harvey M. Krueger)
Director October 11, 1996
(Charles P. Lazarus)
Director October 11, 1996
(Frederic V. Malek)
/s/ HENRY TAUB Director October 11, 1996
(Henry Taub)
Director October 11, 1996
(Laurence A. Tisch)