Paychex, Inc. S-8
As filed with the Securities and Exchange Commission on November 8, 2005
Registration No. 333-___
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
THE SECURITIES ACT OF 1933
PAYCHEX, INC.
(exact name of Registrant as specified in its charter)
|
|
|
DELAWARE
|
|
16-1124166 |
(State or other jurisdiction
of incorporation or organization)
|
|
(I.R.S. Employer
Identification No.) |
|
|
|
911 Panorama Trail South
Rochester, New York
(Address of Principal Executive Offices)
|
|
14625
(Zip Code) |
PAYCHEX, INC. 2002 STOCK INCENTIVE PLAN
(as amended and restated
effective October 12, 2005)
(Full title of the Plan)
John M. Morphy
Senior Vice President,
Chief Financial Officer and Secretary
Paychex, Inc.
911 Panorama Trail South
Rochester, New York 14625-2396
(585) 385-6666
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
James M. Jenkins, Esq.
Harter, Secrest & Emery LLP
1600 Bausch & Lomb Place
Rochester, New York 14604-2711
(585) 232-6500
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposed |
|
|
Proposed |
|
|
|
|
|
Title of |
|
|
|
|
|
Maximum |
|
|
Maximum |
|
|
|
|
|
Securities |
|
|
Amount |
|
|
Offering |
|
|
Aggregate |
|
|
Amount of |
|
|
to be |
|
|
to be |
|
|
Price Per |
|
|
Offering |
|
|
Registration |
|
|
Registered(1) |
|
|
Registered(1) |
|
|
Share (2) |
|
|
Price |
|
|
Fee(1) |
|
|
Common Stock $.01 par value |
|
|
20,000,000 |
|
|
$39.64 |
|
|
$792,800,000 |
|
|
$ |
93,312.56 |
|
|
|
|
|
|
(1) |
|
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or sold pursuant to the
Plan described herein, including additional shares of common stock as may be issuable pursuant to
anti-dilution provisions of the Plan. |
|
(2) |
|
Inserted solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1).
As instructed by Rule 457(h)(1) and estimated in accordance with Rule 457(c), based upon the
average of the high and low prices for the Registrants common stock in trading on The Nasdaq Stock
Market on November 2, 2005. |
-2-
TABLE OF CONTENTS
EXPLANATORY STATEMENT
Paychex, Inc. (the Company) is filing this registration statement to register an additional
20,000,000 shares of its common stock for issuance pursuant to its amended and restated 2002 Stock
Incentive Plan (the Plan). The increase in the number of shares authorized for issuance under
the Plan was approved by the Companys stockholders at their 2005 Annual Meeting, held on October
12, 2005. Pursuant to General Instruction E to Form S-8, the contents of the earlier registration
statements related to the Plan on Form S-8 filed November 7, 2002 (Registration No.
333-101074) and on Form S-8 filed October 1, 1998 (Registration No. 333-65191) are incorporated
herein by reference except to the extent supplemented, amended or superseded by the information set
forth herein. Only those Items of Form S-8 containing new information not contained in the earlier
registration statements are presented herein.
Part II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2005 filed
pursuant to Section 13 of the Securities Exchange Act of 1934, filed on July 22, 2005, including
information incorporated by reference in the Form 10-K from the Registrants definitive proxy
statement for its 2005 Annual Meeting of Stockholders filed on August 31, 2005.
(b) The Registrants Current Reports on Form 8-K filed October 17, 2005, September 27, 2005,
August 31, 2005 and July 11, 2005.
(c) The Registrants Quarterly Report on Form 10-Q for the quarterly period ended August 31,
2005, filed on September 27, 2005.
(d) The description of the Registrants common stock contained in the Registrants
Registration Statement on Form S-1 (Registration No. 2-85103) and in any amendment or report filed
for the purpose of amending such description.
In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 subsequent to the date of this Registration
-3-
Statement 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 remaining unsold shall
be deemed to be incorporated by reference herein and to be a part hereof from the date of the
filing of such documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein will be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any subsequently filed
document that also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
Item 8. Exhibits.
See Exhibit Index.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Rochester, State of New York, on the
8th day of November, 2005.
|
|
|
|
|
|
PAYCHEX, INC.
|
|
|
By: |
/s/ John M. Morphy
|
|
|
|
John M. Morphy |
|
|
|
Senior Vice President, Chief Financial
Officer and Secretary |
|
|
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the capacities indicated on November 8, 2005.
|
|
|
/s/ Jonathan J. Judge
|
|
President and Chief Executive |
|
|
|
Jonathan J. Judge
|
|
Officer and Director |
|
|
(Principal Executive Officer) |
|
|
|
/s/ John M. Morphy
|
|
Senior Vice President, Chief |
|
|
|
John M. Morphy
|
|
Financial Officer and Secretary |
|
|
(Principal Financial and Principal |
|
|
Accounting Officer) |
|
|
|
* |
|
|
|
|
Chairman of the Board |
|
|
|
* |
|
|
|
|
Director |
|
|
|
* |
|
|
|
|
Director |
|
|
|
* |
|
|
|
|
Director |
|
|
|
* |
|
|
|
|
Director |
|
|
|
* |
|
|
|
|
Director |
|
|
|
* By: /s/ John M. Morphy
|
|
John M. Morphy, as Attorney-in-fact |
EXHIBIT INDEX
|
|
|
|
|
Exhibit No. |
|
Description |
|
Location |
4-1
|
|
Paychex, Inc. 2002 Stock Incentive
Plan (as amended and restated
effective October 12, 2005)
|
|
Filed Herewith |
|
|
|
|
|
5-1
|
|
Legal Opinion of Harter, Secrest
& Emery LLP
|
|
Filed Herewith |
|
|
|
|
|
23-1
|
|
Consent of Harter, Secrest &
Emery LLP
|
|
Contained in opinion
filed as Exhibit 5-1
to this Registration
Statement |
|
|
|
|
|
23-2
|
|
Consent of Ernst & Young LLP
|
|
Filed Herewith |
|
|
|
|
|
24-1
|
|
Power of Attorney
|
|
Filed Herewith |