AUTOMATIC DATA PROCESSING INC — Registration Form 2010

Aug 30, 2010

S-8 1 s8.htm FORM S-8 s8.htm Licensed to: adp2011 Document Created using EDGARizer 5.1.4.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

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.

Exhibit Number	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

Exhibit Number	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