S-8 POS: Post-effective amendment to a S-8 registration statement
Published on January 7, 2002
As filed with the Securities and Exchange Commission on January 7, 2002
Registration No. 333-52452
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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 ST. N., SHOREVIEW, MINNESOTA 55126-2966
(Address of principal executive offices) (Zip Code)
DELUXE CORPORATION DEFERRED COMPENSATION PLAN
(2001 RESTATEMENT)
(Full title of the plan)
Lawrence J. Mosner Copy to: Robert A. Rosenbaum, Esq.
Chairman and Chief Executive Officer Dorsey & Whitney LLP
Deluxe Corporation Suite 1500
3680 Victoria St. N. 50 South Sixth Street
Shoreview, Minnesota 55126-2966 Minneapolis, Minnesota 55402
(651) 483-7111 (612) 340-5681
(Name, address and telephone number, including area code, of agent for service)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Post-Effective Amendment No. 1 to the registrant's Form S-8
Registration Statement filed on December 21, 2000 (File No. 333-52452) amends
the "Description of Securities" in its entirety, replaces Exhibit 4.1 to the
Form S-8 Registration Statement with new Exhibits 4.1 and 4.2, as listed herein,
adds new Exhibits 4.3, 4.6 and 4.7 and renumbers certain other exhibits.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities offered hereby are Deferred Compensation Obligations (as
defined below) of Deluxe which are being offered to eligible employees of Deluxe
and its subsidiaries under the Deluxe Corporation Deferred Compensation Plan
(2001 Restatement), as amended. The Plan permits participants to defer base
salary, hiring bonuses and cash incentive compensation in accordance with the
terms of the Plan. The amount of compensation to be deferred by each participant
will be based on elections by each participant under the terms of the Plan. The
amounts of base salary, hiring bonuses and cash incentive compensation deferred
by participants under the Plan are referred to as "Deferred Compensation
Obligations." The Deferred Compensation Obligations are denominated and paid in
U.S. dollars and will be payable on the date or dates selected by each
participant in accordance with the terms of the Plan or on such other date or
dates as specified in the Plan. The Deferred Compensation Obligations are not
convertible into another security of Deluxe.
In connection with the Plan, Deluxe has created a non-qualified grantor
trust (the "Trust"), commonly known as a "Rabbi Trust." On a semi-annual basis,
Deluxe will determine the amount needed to pay the accrued liabilities under the
Plan, and will fund the Trust at a level equal to 100% of those liabilities.
Although the assets of the Trust are set aside to be used solely to pay benefits
under the Plan, the assets of the Trust are subject to the claims of general
creditors of Deluxe. As a result, the Deferred Compensation Obligations will be
unsecured obligations of Deluxe to pay deferred compensation in the future in
accordance with the terms of the Plan, and will rank equally with other
unsecured indebtedness of Deluxe from time to time outstanding.
The amounts of base salary, hiring bonuses and cash incentive
compensation deferred by a participant (a "Deferral") will be credited with
earnings and investment gains and losses by assuming that the Deferral was
invested in one or more investment options. The investment options are selected
by Deluxe's Management Committee and the investment among those options is
selected by the participant in accordance with the terms of the Plan. The
investment options include various investment funds, with different degrees of
risk. Participants may reallocate amounts among the various investment options
on a quarterly basis. The Deferrals will not actually be invested in the
investment options available under the Plan.
Deluxe will also credit to participants' Deferral accounts certain
amounts specified in the Plan related to Deluxe's compensation-based benefit
plans.
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Deluxe reserves the right to amend, modify or terminate the Plan at any
time.
A participant's rights or the rights of any other person to receive
payment of Deferred Compensation Obligations may not be sold, assigned,
transferred, pledged, garnished or encumbered, except by a written designation
of a beneficiary under the Plan.
ITEM 8. EXHIBITS.
4.1 Deluxe Corporation Deferred Compensation Plan (2001 Restatement).
4.2 First Amendment of Deluxe Corporation Deferred Compensation Plan (2001
Restatement), dated October 26, 2001.
4.3 Deluxe Corporation Deferred Compensation Plan Trust, effective November
19, 2001.
4.4 Amendment No. 1 to Amended and Restated Rights Agreement, entered into
as of January 21, 2000, between Deluxe and Norwest Bank Minnesota,
National Association, as Rights Agent (incorporated by Reference to
Exhibit 4.1 to the registrant's Amended Quarterly Report on Form 10-Q/A
filed with the Securities and Exchange Commission (the "Commission") on
August 18, 2000).
4.5 Amended and Restated Rights Agreement, dated as of January 31, 1997, by
and between Deluxe 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
registrant's Amendment No. 1 on Form 8-A/A-1 (File No. 001-07945) filed
with the Commission on February 7, 1997).
4.6 Credit Agreement dated as of August 24, 2001, among the Company, Bank
One, N.A. as administrative agent, The Bank of New York as syndication
agent and the other financial institutions party thereto, related to a
$350,000,000 revolving credit agreement (incorporated by reference to
Exhibit 4.4 to the registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2001).
4.7 Indenture, relating to up to $300,000,000 of debt securities
(incorporated by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-3 (33-62041) filed with the Commission on August
23, 1995).
5.1* Opinion of Dorsey & Whitney LLP.
23.1* Consent of Deloitte & Touche LLP.
23.2* Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to this
registration statement).
24.1* Power of Attorney.
*Previously filed.
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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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Shoreview,
State of Minnesota, on January 2, 2002.
DELUXE CORPORATION
By: /s/ ANTHONY C. SCARFONE
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Anthony C. Scarfone
Senior Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities indicated on January 2, 2002.
Signature Title
--------- -----
/s/ LAWRENCE J. MOSNER
- ----------------------------- Chairman of the Board and
Lawrence J. Mosner Chief Executive Officer and Director
(principal executive officer)
/s/ DOUGLAS J. TREFF Senior Vice President and
- ----------------------------- Chief Financial Officer
Douglas J. Treff (principal financial and accounting officer)
* Director
- -----------------------------
Calvin W. Aurand, Jr.
* Director
- -----------------------------
Ronald E. Eilers
* Director
- -----------------------------
Daniel D. Granger
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* Director
- -----------------------------
Barbara B. Grogan
* Director
- -----------------------------
Charles A. Haggerty
* Director
- -----------------------------
Donald R. Hollis
* Director
- -----------------------------
Cheryl E. Mayberry
* Director
- -----------------------------
Stephen P. Nachtsheim
* Director
- -----------------------------
Robert C. Salipante
* /s/ Anthony C. Scarfone
-------------------------------------
Anthony C. Scarfone, Attorney-in-Fact
*Pursuant to a power of attorney filed with the Securities and Exchange
Commission as Exhibit 24.1 to the Registration Statement on Form S-8 filed on
December 21, 2000.
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
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4.1 Deluxe Corporation Deferred Filed herewith.
Compensation Plan (2001
Restatement).
4.2 First Amendment of Deluxe Filed herewith.
Corporation Deferred
Compensation Plan (2001
Restatement), dated October 26,
2001.
4.3 Deluxe Corporation Deferred Filed herewith.
Compensation Plan Trust,
effective November 19, 2001.
4.4 Amendment No. 1 to Amended and Incorporated by Reference to
Restated Rights Agreement, entered Exhibit 4.1 to the registrant's
into as of January 21, 2000, Amended Quarterly Report on Form
between Deluxe and Norwest Bank 10-Q/A filed with the Securities
Minnesota, National Association, as and Exchange Commission (the
Rights Agent. "Commission") on August 18,
2000.
4.5 Amended and Restated Rights Incorporated by reference to
Agreement, dated as of January Exhibit 4.1 to the registrant's
31, 1997, by and between Deluxe Amendment No. 1 on Form 8-A/A-1
and Norwest Bank Minnesota, (File No. 001-07945) filed with
National Association, as Rights the Commission on February 7,
Agent, which includes as Exhibit 1997.
A thereto the form of Rights
Certificate.
4.6 Credit Agreement dated as of Incorporated by reference to
August 24, 2001, among the Exhibit 4.4 to the registrant's
Company, Bank One, N.A. as Quarterly Report on Form 10-Q
administrative agent, The Bank for the quarter ended September
of New York as syndication agent 30, 2001.
and the other financial
institutions party thereto,
related to a $350,000,000
revolving credit agreement.
4.7 Indenture, relating to up to Incorporated by reference to
$300,000,000 of debt securities. Exhibit 4.1 to the Company's
Registration Statement on Form
S-3 (33-62041) filed with the
Commission on August 23, 1995.
5.1 Opinion of Dorsey & Whitney LLP. Previously filed.
23.1 Consent of Deloitte & Touche LLP. Previously filed.
23.2 Consent of Dorsey & Whitney LLP Previously filed.
(contained in Exhibit 5.1 to
this registration statement).
24.1 Power of Attorney. Previously filed.
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