As
filed with the Securities and Exchange Commission on August 30,
2010
Registration
No. 333-
UNITED
STATES
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 jurisdiction of
incorporation
or organization)
|
|
(I.R.S.
Employer
Identification
No.)
|
One
ADP Boulevard
Roseland,
New Jersey 07068
(Address of Principal Executive
Offices, Including Zip Code)
Cobalt
Holding Company 2002 Stock Option Plan
(Full title of the plan)
Michael
A. Bonarti, Esq.
Vice
President, General Counsel and Secretary
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)
Copies
to:
David
S. Huntington, Esq.
Paul,
Weiss, Rifkind, Wharton & Garrison LLP
1285
Avenue of the Americas
New
York, New York 10019-6064
212-373-3000
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
Non-accelerated
filer
|
|
¨
|
|
Smaller reporting company
|
|
¨
|
(Do
not check if a smaller reporting company.)
|
|
|
|
|
CALCULATION
OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
Title
of securities
to
be registered
|
|
Amount
to
be
registered
|
|
Proposed
maximum
offering price
per share
|
|
Proposed
maximum
aggregate
offering price
|
|
Amount
of
registration fee
|
Common
stock, par value $0.10 per share
|
|
497,525
(1)(2)
|
|
$38.76
(3)
|
|
$19,284,069
(3)
|
|
$1,374.95
|
|
|
(1)
|
This
registration statement (the "
Registration
Statement
") registers the issuance of an aggregate of 497,525
shares of the common stock of Automatic Data Processing, Inc. (the “
Company
” or "
Registrant
"), par value $0.10 per share
(the "
Common Stock
"), issuable under
the Cobalt Holding Company 2002 Stock Option Plan (the "
Cobalt Plan
"), assumed by the Registrant in
connection with its acquisition of Cobalt Holding Company on August 16,
2010.
|
(2)
|
Pursuant
to Rule 416 promulgated under the Securities Act of 1933, as amended (the
"
Securities Act
"), this Registration
Statement also covers an indeterminate number of additional shares that
may be offered or issued by reason of certain corporate transactions or
events, including any stock dividend, stock split or any other similar
transaction effected which results in an increase in the number of shares
of Common Stock.
|
(3)
|
Estimated
solely for the purpose of computing the registration fee in accordance
with Rules 457(c) and 457(h) under the Securities Act. Pursuant
to Rules 457(c) and 457(h) under the Securities Act, the proposed maximum
aggregate offering price was determined based on the average of the high
and low prices reported for the Company’s Common Stock on the Nasdaq
Global Select Market on August 25,
2010.
|
EXPLANATORY
NOTE
Except
as the context otherwise requires, references to “we,” “our,” the “Registrant,”
and the “Company” are to Automatic Data Processing, Inc. and its consolidated
subsidiaries.
The Company has prepared this
Registration Statement on Form S-8 (the “
Registration Statement
”) in accordance with the
requirements of Form S-8 under the Securities Act of 1933, as amended (the
“
Securities Act
”), to register 497,525
shares of its common stock, par value $0.10 per share (the “
Common Stock
”), that are reserved for issuance in
respect of awards issued under the Cobalt Holding Company 2002 Stock Option Plan
(the “
Cobalt Plan
”), assumed by the Company
in connection with its acquisition of Cobalt Holding Company on August 16,
2010.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the
information specified in Part I of Form S-8 will be sent or given to
participants in the Cobalt Plan as specified by Rule 428(b)(1) under the
Securities Act. Such documents are not being filed with the
Securities and Exchange Commission the "
Commission
") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act, but constitute, along with the documents incorporated
by reference into this Registration Statement, a prospectus that meets the
requirements of Section 10(a) of 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,
2010.
|
|
|
2.
|
The
Company’s Current Report on Form 8-K dated July 9,
2010.
|
|
|
3.
|
The
description of the Company’s Common Stock contained in its registration
statement on Form 8-A/A under the Securities Exchange Act of 1934, as
amended (the “
Exchange Act
”), as
filed with the Commission on October 20, 2008, 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 and 15(d) of the Exchange Act (other than any portion of such
filings that are furnished under applicable Commission rules rather than filed)
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 then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Any
statement contained this Registration Statement, in an amendment hereto or in a
document incorporated or deemed to be incorporated by reference herein and to be
a part hereof shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this
Registration Statement, or in any other subsequently filed amendment to this
Registration Statement or in any document which also is or is deemed to be
incorporated by reference in this Registration Statement, modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
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 Michael A. Bonarti, Esq., Vice President, General Counsel and
Secretary of the Company. Mr. Bonarti, a full-time employee of the
Company, owns 10,277 shares of the Company's Common Stock, and holds options to
purchase 63,625 shares of the Company's Common Stock.
Item 6.
Indemnification of Directors and Officers.
Section
145 of the General Corporation Law of the State of Delaware authorizes a
corporation to indemnify its directors, officers, employees and agents against
expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement reasonably incurred, including liabilities under the Securities Act,
provided they act in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal proceeding, had no reasonable cause to believe their conduct was
unlawful, although in the case of proceedings brought by or on behalf of the
corporation, such indemnification is limited to expenses and is not permitted if
the individual is adjudged liable to the corporation (unless the Delaware Court
of Chancery or the court in which such proceeding was brought determines
otherwise in accordance with the General Corporation Law of the State of
Delaware). Section 102 of the General Corporation Law of the State of Delaware
authorizes a corporation to limit or eliminate its directors’ liability to the
corporation or its stockholders for monetary damages for breaches of fiduciary
duties, other than for (i) breaches of the duty of loyalty, (ii) acts or
omissions not in good faith or that involve intentional misconduct or knowing
violations of law, (iii) unlawful payments of dividends, stock purchases or
redemptions, or (iv) transactions from which a director derives an improper
personal benefit. In addition, Section 145 of the General Corporation Law of the
State of Delaware authorizes a corporation to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation against any liability asserted against and incurred by such person
in any such capacity, or arising out of such person’s status as
such.
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 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.”
Article
6, Section 6.01 of the Company’s Amended and Restated 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 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 Amended
and Restated 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.
|
|
Description
|
|
|
3.1
|
|
Amended
and Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company’s Registration Statement No.
333-72023 on Form S-4 filed with the Commission on February 9,
1999)
|
3.2
|
|
Amended
and Restated By-laws of the Company (incorporated by reference to Exhibit
3.2 to the Company’s Current Report on Form 8-K dated November 13,
2007)
|
4.1
|
|
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 Michael A. Bonarti, Esq.
|
23.1
|
|
Consent
of Michael A. Bonarti, Esq. (included in Exhibit 5.1)
|
23.2
|
|
Consent
of Deloitte & Touche LLP
|
24.1
|
|
Power
of Attorney (included in the signature pages of this Registration
Statement)
|
99.1
|
|
Cobalt
Holding Company 2002 Stock Option Plan
|
|
|
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:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
(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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(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
(1)(i) and (1)(ii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the 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.
(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 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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.
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 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 Securities 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
Securities Act and will be governed by the final adjudication of such
issue.
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 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Roseland,
State of New Jersey, on August 30, 2010.
|
AUTOMATIC
DATA PROCESSING, INC.
|
|
By:
|
/s/ Gary
C. Butler
|
|
|
Name: Gary
C. Butler
Title:
President and Chief Executive
Officer
|
POWER
OF ATTORNEY
The
officers and directors of Automatic Data Processing, Inc. whose signatures
appear below hereby constitute and appoint Gary C. Butler and Michael A.
Bonarti, 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 August 30, 2010 by the following persons in the capacities
indicated.
Signature
|
|
Title
|
/s/ Gary C. Butler
|
|
President
and Chief Executive Officer, Director
(Principal
Executive Officer)
|
(Gary
C. Butler)
|
|
|
/s/ Christopher R. Reidy
|
|
Chief
Financial Officer
(Principal
Financial Officer)
|
(Christopher
R. Reidy)
|
|
|
Signature
|
|
Title
|
/s/ Alan Sheiness
|
|
Corporate
Controller
(Principal
Accounting Officer)
|
(Alan
Sheiness)
|
|
|
/s/ Gregory D. Brenneman
|
|
|
(Gregory
D. Brenneman)
|
|
Director
|
/s/ Leslie A. Brun
|
|
|
(Leslie
A. Brun)
|
|
Director
|
/s/ Leon G. Cooperman
|
|
|
(Leon
G. Cooperman)
|
|
Director
|
/s/ Eric C. Fast
|
|
|
(Eric
C. Fast)
|
|
Director
|
/s/ Linda R. Gooden
|
|
|
(Linda
R. Gooden)
|
|
Director
|
/s/ R. Glenn Hubbard
|
|
|
(R.
Glenn Hubbard)
|
|
Director
|
/s/ John P. Jones
|
|
|
(John
P. Jones)
|
|
Director
|
/s/ Sharon T. Rowlands
|
|
|
(Sharon
T. Rowlands)
|
|
Director
|
/s/ Enrique T. Salem
|
|
|
(Enrique
T. Salem)
|
|
Director
|
/s/ Gregory L. Summe
|
|
|
(Gregory
L. Summe)
|
|
Director
|
EXHIBIT
INDEX
|
|
|
|
|
Description
|
|
|
3.1
|
|
Amended
and Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company’s Registration Statement No.
333-72023 on Form S-4 filed with the Commission on February 9,
1999)
|
3.2
|
|
Amended
and Restated By-laws of the Company (incorporated by reference to Exhibit
3.2 to the Company’s Current Report on Form 8-K dated November 13,
2007)
|
4.1
|
|
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 Michael A. Bonarti, Esq.
|
23.1
|
|
Consent
of Michael A. Bonarti, Esq. (included in Exhibit 5.1)
|
23.2
|
|
Consent
of Deloitte & Touche LLP
|
24.1
|
|
Power
of Attorney (included in the signature pages of this Registration
Statement)
|
99.1
|
|
Cobalt
Holding Company 2002 Stock Option Plan
|
|
|