-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K3VHtks7FUwHjZwRyLeRYNNLJpUTzZkLUoELOiuI45Sn3FNRwrjW5MqgGxQ2KUcT ZkfNCLHs5bNQiXZQ2se3cg== 0000897101-98-000372.txt : 19980401 0000897101-98-000372.hdr.sgml : 19980401 ACCESSION NUMBER: 0000897101-98-000372 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980331 EFFECTIVENESS DATE: 19980331 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELUXE CORP CENTRAL INDEX KEY: 0000027996 STANDARD INDUSTRIAL CLASSIFICATION: BLANKBOOKS, LOOSELEAF BINDERS & BOOKBINDING & RELATED WORK [2780] IRS NUMBER: 410216800 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-48967 FILM NUMBER: 98582285 BUSINESS ADDRESS: STREET 1: 3680 VICTORIA STREET NORTH CITY: SHOREVIEW STATE: MN ZIP: 55126 BUSINESS PHONE: 6124837111 MAIL ADDRESS: STREET 1: 3680 VICOTRIA STREET NORTH CITY: SHOREVIEW STATE: MN ZIP: 55126 FORMER COMPANY: FORMER CONFORMED NAME: DELUXE CHECK PRINTERS INC DATE OF NAME CHANGE: 19880608 S-8 1 As filed with the Securities and Exchange Commission on March 31, 1998 Registration No. 33- _______________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ----------------------------- DELUXE CORPORATION (Exact name of registrant as specified in its charter) Minnesota 41-0216800 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3680 Victoria Street, North Saint Paul, Minnesota 55126-2966 (Address of principal executive offices) (Zip Code) 1998 DELUXESHARES PLAN (Full title of the plan) John H. LeFevre Senior Vice President, General Counsel and Secretary Deluxe Corporation 3680 Victoria Street, North Saint Paul, Minnesota 55126-2966 (Name and address of agent for service) (612) 483-7008 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
========================================================================================================== Proposed Proposed Title of maximum maximum securities Amount to offering aggregate Amount of to be be price per offering registration Registered Registered share (1) price(1) fee Common Stock ($1.00 par value) 1,800,000 shares $33.03125 $59,456,250 $17,539.59 ==========================================================================================================
(1) Based on the average of the high and low sales prices of the registrant's common stock as reported on the New York Stock Exchange on March 30, 1998 in accordance with Rule 457(h)(i) and Rule 457(c). PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which have been filed by Deluxe Corporation (the "Company") with the Securities and Exchange Commission, are incorporated by reference in this Registration Statement, as of their respective dates: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (b) The description of the Company's capital stock contained in any registration statement or report filed by the Company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act 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 herein and to be a part hereof from the respective dates of filing of such documents. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 302A.521, subd. 2, of the Minnesota Business Corporations Act (the "MBCA") requires the Company to indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person with respect to the Company, against judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys' fees and disbursements, incurred by the person in connection with the proceeding (collectively "Losses") with respect to the same acts or omissions if such person: (1) has not been indemnified by another organization or employee benefit plan for the same Losses; (2) acted in good faith; (3) received no improper personal benefit, and statutory procedures have been followed in the case of any conflict of interest by a director; (4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (5) in the case of acts or omissions occurring in the person's performance in the official capacity of director or, for a person not a director, in the official capacity of officer, board committee member or employee, reasonably believed that the conduct was in the best interests of the Company, or, with respect to a director, officer, or employee of the Company who, while a director, officer, or employee of the Company, is or was serving at the request of the Company or whose duties in that position involve or involved service as a director, officer, partner, trustee, employee, or agent of another organization or employee benefit plan, reasonably believed that the conduct was not opposed to the best interests of the Company. In addition, Section 302A.521, subd. 3 of the MBCA, requires payment by the Company, upon written request, of reasonable expenses in advance of final disposition of the proceeding in certain instances. A decision as to required indemnification is made by a disinterested majority of Board of Directors present at a meeting at which a disinterested quorum is present, or by a designated committee of the Board, by special legal counsel, by the disinterested shareholders or by a court. Article XII of the Company's Amended Articles of Incorporation provides that no director of the Company shall be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty by such director as a director. Article XII does not, however, limit or eliminate the liability of a director to the extent provided by applicable law for (i) any breach of the director's duty of loyalty to the Company or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) authorizing a dividend, stock repurchase or redemption or other distribution in violation of Minnesota law or for violation of certain provisions of Minnesota securities laws, or (iv) any transaction from which the director derived an improper personal benefit. The Bylaws of the Company provide that the Company shall indemnify such persons, for expenses and liabilities, in such manner, under such circumstances and to such extent as permitted by the provisions of the Minnesota Statutes relating to indemnification of directors, officers and employees of Minnesota corporations. The Company maintains an insurance policy or policies to assist in funding indemnification of directors and officers for certain liabilities. ITEM 8. EXHIBITS.
Exhibit Method of Number Description Filing ------ ----------- ------ 4.1 Amended and Restated Rights Agreement, dated as of January 31, 1997, by * and between the Company and Norwest Bank Minnesota, National Association, as Rights Agent, which includes as Exhibit A thereto, the form of Rights Certificate (incorporated by reference to Exhibit 4.1 to the Company's Amendment No. 1 on Form 8-A/A-1 (File No. 001-07945) filed with the Securities and Exchange Commission (the "Commission") on February 7, 1997). 4.2 Indenture, relating to up to $150,000,000 of debt securities (incorporated * by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 (33-32279) filed with the Commission on November 24, 1989). 4.3 Amended and Restated Credit Agreement, dated as of July 8, 1997, among the * Company, Bank of America National Trust and Savings Association, as agent, and the other financial institutions party thereto related to a $150,000,000 committed line of credit (incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997). 5 Opinion of Dorsey & Whitney re: legality. Filed herewith 23(a) Consent of Deloitte & Touche, independent auditors. Filed herewith 23(b) Consent of Dorsey & Whitney (included in Exhibit 5 above). Filed herewith 24 Power of Attorney. Filed herewith
- ----------------------- *Incorporated by reference ITEM 9. UNDERTAKINGS. A. POST-EFFECTIVE AMENDMENTS. 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; (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 subparagraphs (i) and (ii) above will not apply if the information required to be included in a post-effective amendment by those subparagraphs 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 this registration statement. (2) That for the purpose of determining any liability under the Securities Exchange Act of 1934, 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. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE. 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 the time shall be deemed to be the initial bona fide offering thereof. C. CLAIMS FOR INDEMNIFICATION. Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange 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 other 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 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. 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Shoreview, State of Minnesota on the 31st day of March, 1998 DELUXE CORPORATION By /s/ John A. Blanchard III John A. Blanchard III Chairman of the Board of Directors, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 31st day of March, 1998. SIGNATURE TITLE By /s/ John A. Blanchard III Chairman of the Board of Directors, John A. Blanchard III President and Chief Executive Officer (Principal Executive Officer) By /s/ Thomas W. VanHimbergen Senior Vice President and Chief Thomas W. VanHimbergen Financial Officer (Principal Financial Officer and Principal Accounting Officer) * Whitney MacMillan Director * James J. Renier Director * Barbara B. Grogan Director Allen F. Jacobson Director Stephen P. Nachtsheim Director * Calvin W. Aurand, Jr. Director * Donald R. Hollis Director Robert C. Salipante Director * Jack Robinson Director Hatim A. Tyabji Director *By: /s/ John A. Blanchard III John A. Blanchard III Attorney-in-Fact EXHIBIT INDEX Number Description Page ------ ----------- ---- 5 Opinion of Dorsey & Whitney re: legality..................... 23(a) Consent of Deloitte & Touche LLP, independent auditors........ 23(b) Consent of Dorsey & Whitney (included in Exhibit 5 above)..... 24 Power of Attorney............................................. EX-5 2 Exhibit 5 March 31, 1998 Deluxe Corporation 3680 Victoria Street, North St. Paul, MN 55126-2966 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have been requested to deliver this opinion to Deluxe Corporation, a Minnesota corporation (the "Company"), in connection with a Registration Statement on Form S-8 relating to the sale by the Company from time to time of up to 1,800,000 shares of Common Stock, $1.00 par value, of the Company (the "Shares"), initially issuable upon exercise of stock options granted pursuant to the Company's 1998 DeluxeSHARES Plan (the "Plan"). We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of the opinion set forth below. In rendering our opinion set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuiness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. Our opinion expressed above is limited to the laws of the State of Minnesota We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ DORSEY & WHITNEY EX-23.A 3 Exhibit 23(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the Incorporation by reference in this Registration Statement of Deluxe Corporation on Form S-8 of our report dated January 26, 1998 appearing in and incorporated by reference in the Annual Report on Form 10-K of Deluxe Corporation for the fiscal year ended December 31, 1997. /s/ Deloitte & Touche LLP Deloitte & Touche LLP Minneapolis, Minnesota March 31, 1998 EX-24 4 Exhibit 24 POWER OF ATTORNEY Each of the undersigned directors of Deluxe Corporation, a Minnesota corporation, hereby constitutes and appoints John A. Blanchard III, Thomas W. VanHimbergen and John H. LeFevre his or her true and lawful attorneys-in-fact, and each of them, with full power to act without the other, for him and her and in his or her name, place and stead, in any and all capacities, to execute one or more Registration Statements on Form S-8 to be filed under the Securities Act of 1933 for the registration of shares of Common Stock of Deluxe Corporation for issuance under the DeluxeSHARES Plan and/or shares of Common Stock, rights to purchase or otherwise acquire shares of such stock or any other form of deferred compensation under Deluxe's Nonemployee Director Stock and Deferral Plan and any and all post-effective amendments thereto, and to file such registration statement(s), with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any applicable state securities commissions or agencies, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: December 18, 1997 /s/ John A. Blanchard III /s/ Calvin W. Aurand Jr. John A. Blanchard III Calvin W. Aurand, Jr. /s/ Whitney MacMillan /s/ Donald R. Hollis Whitney MacMillan Donald R. Hollis /s/ James J. Renier James J. Renier Robert C. Salipante /s/ Barbara B. Grogan /s/ Jack Robinson Barbara B. Grogan Jack Robinson Allen F. Jacobson Hatim A. Tyabji Stephen P. Nachtsheim -----END PRIVACY-ENHANCED MESSAGE-----