As filed with the Securities and Exchange Commission on April 15, 1998.
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 (I.R.S. EMPLOYER
JURISDICTION OF INCORPORATION) IDENTIFICATION NO.)
ONE ADP BOULEVARD
ROSELAND, NEW JERSEY 07068
PHONE: (973) 994-5000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
TIME RESOURCE MANAGEMENT, INC.
1996 INCENTIVE STOCK OPTION PLAN
(Full title of plan)
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JAMES B. BENSON, ESQ.
CORPORATE VICE PRESIDENT AND GENERAL COUNSEL
ONE ADP BOULEVARD
ROSELAND, NEW JERSEY 07068
(973) 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
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CALCULATION OF REGISTRATION FEE
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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
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Common Stock, $.10 par value per share....... 5,954 $65.53 $390,165.62 $115.10
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(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 April 9, 1998 as reported on the New York Stock
Exchange.
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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. The Company shall provide to
participants in the Time Resource Management, Inc. 1996 Incentive Stock Option
Plan a written statement advising them of the availability without charge, upon
written or oral request, of documents incorporated by reference herein, as is
required by Item 2 of Part I of Form S-8.
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, 1997; (b) the Company's Quarterly Reports on
Form 10-Q for the quarters ended September 30, 1997 and December 31, 1997; and
(c) 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 42,459 shares of the
Company's Common Stock.
The consolidated financial statements of the Company and its
subsidiaries incorporated in this prospectus by reference from the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 1997 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports, which are incorporated herein 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.
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 5, 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 6, Section 1 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 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 1 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 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 Time Resource Management, Inc. 1996 Incentive Stock Option Plan
4.2 Form of Stock Option Agreement
4.3 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, 1995)
4.4 By-Laws of the Company, as amended (incorporated by reference
to Exhibit (3)-#2 to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 1997)
4.5 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.
(a) Insofar as indemnification for liabilities arising under the Act 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 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)
above do not apply if the registration statement is on Form S-3 or Form
S-8 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic 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 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.
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
15th day of April, 1998.
AUTOMATIC DATA PROCESSING, INC.
(Registrant)
By: /s/ Arthur F. Weinbach
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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
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/s/ Arthur F. Weinbach President and Chief April 15, 1998
---------------------- Executive Officer
(Arthur F. Weinbach) (Principal Executive Officer)
/s/ Richard J. Haviland Chief Financial Officer April 15, 1998
----------------------- (Principal Financial Officer)
(Richard J. Haviland)
/s/ Josh S. Weston Chairman of the Board April 15, 1998
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(Josh S. Weston)
/s/ Gary C. Butler Director April 15, 1998
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(Gary C. Butler)
(Joseph A. Califano, Jr.) Director
(Leon G. Cooperman) Director
/s/ George H. Heilmeier Director April 15, 1998
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(George H. Heilmeier)
(Ann Dibble Jordan) Director
/s/ Harvey M. Krueger Director April 15, 1998
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(Harvey M. Krueger)
/s/ Frederic V. Malek Director April 15, 1998
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(Frederic V. Malek)
/s/ Henry Taub Director April 15, 1998
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(Henry Taub)
(Laurence A. Tisch) Director