Current Report Filing (8-k)
August 13 2020 - 6:06AM
Edgar (US Regulatory)
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2020-08-11
2020-08-11
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): August 11, 2020
____________________
Automatic Data Processing,
Inc.
(Exact
name of registrant as specified in its charter)
____________________
Delaware
(State or Other Jurisdiction
of Incorporation)
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1-5397
(Commission File
Number)
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22-1467904
(I.R.S. Employer
Identification No.)
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One ADP Boulevard, Roseland,
New Jersey
(Address of principal executive offices)
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07068
(Zip
Code)
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(973) 974-5000
(Registrant's telephone
number, including area code)
N/A
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.10 Par
Value (voting)
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ADP
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NASDAQ Global Select Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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On August 11, 2020, Automatic Data
Processing, Inc. (the “Company”) executed an Underwriting Agreement (attached hereto as Exhibit 1.1 and
incorporated herein by reference) with BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as
representatives of the underwriters listed in Schedule 1 thereto (collectively, the “Underwriters”), pursuant to
which the Company agreed to issue and sell to the Underwriters $1,000,000,000 aggregate principal amount of its 1.250% senior
notes due 2030 (the “Notes”).
The sale of the Notes was registered with
the Securities and Exchange Commission on a Registration Statement on Form S-3 (File No. 333-226705) (the “Registration Statement”).
The Notes were offered pursuant to a prospectus dated August 8, 2018 and a prospectus supplement dated August 11, 2020.
The Notes are expected to be issued on August
13, 2020, subject to certain customary conditions. The Notes will be issued pursuant to an Indenture (in substantially the form
previously filed with the Registration Statement) by and among the Company and U.S. Bank National Association, as trustee (the
“Trustee”), to be supplemented by a First Supplemental Indenture by and among the Company and the Trustee (attached
hereto as Exhibit 4.1 and incorporated herein by reference).
A copy of the opinion of Davis Polk &
Wardwell LLP, counsel to the Company, relating to the legality of the Notes, is filed as Exhibit 5.1 to this Current Report.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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AUTOMATIC
DATA PROCESSING, INC.
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(Registrant)
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Date:
August 13, 2020
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By:
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/s/ Michael A. Bonarti
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Name:
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Michael A. Bonarti
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Title:
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Corporate Vice President, General Counsel and Secretary
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Exhibit Index
Exhibit Number
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Description
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Exhibit 1.1
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Underwriting Agreement among Automatic Data Processing, Inc. and BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the Underwriters listed in Schedule 1 thereto, dated August 11, 2020
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Exhibit 4.1
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Form of First Supplemental Indenture between Automatic Data Processing, Inc. and U.S. Bank National Association, as trustee
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Exhibit 4.2
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Form of Global Note representing the Company’s 1.250% Notes due 2030 (included in Exhibit 4.1)
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Exhibit 5.1
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Opinion of Davis Polk & Wardwell LLP
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Exhibit 23.1
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Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
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