8-KLeadership ChangesAcquisitions & DispositionsRegulation FD+1

AUTOMATIC DATA PROCESSING INC 8-K Report, Acquisition Completed (Apr 4, 2007)

Filed April 4, 2007For Securities:ADP

Summary

This 8-K filing from Automatic Data Processing, Inc. (ADP) reports on the completion of the spin-off of its Brokerage Services Group, which will now operate as Broadridge Financial Solutions, Inc. (Broadridge). As of March 30, 2007, ADP stockholders of record on March 23, 2007, received one share of Broadridge common stock for every four shares of ADP held, with cash distributed for fractional shares. This strategic move effectively separates ADP's core business from its brokerage services segment, allowing each entity to pursue independent growth strategies. This spin-off is a significant event for ADP as it marks a divestiture of a business unit. Investors should note the distribution of Broadridge shares and understand that ADP will no longer include the financial performance of its Brokerage Services Group in its consolidated results going forward. The filing also notes the resignation of several officers in connection with the spin-off and provides access to a press release and pro forma financial information related to the transaction.

Key Highlights

  • 1ADP completed the spin-off of its Brokerage Services Group on March 30, 2007.
  • 2The separated entity will operate independently as Broadridge Financial Solutions, Inc. (Broadridge).
  • 3ADP stockholders received one share of Broadridge for every four shares of ADP held as of the record date (March 23, 2007).
  • 4Cash will be provided for any fractional shares of Broadridge received.
  • 5The spin-off was a distribution without payment or exchange of consideration from ADP stockholders.
  • 6Richard J. Daly, John Hogan, and Dan Sheldon resigned from their executive positions in connection with the spin-off.
  • 7The filing includes a press release and unaudited pro forma financial information regarding the spin-off.

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