Deluxe Corp – ‘S-8 POS’ on 1/7/02

On:  Monday, 1/7/02   ·   Effective:  1/7/02   ·   Accession #:  897101-2-2   ·   File #:  333-52452

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Post-Effective Amendment to an S-8   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Deluxe Corporation Form S-8 POS                        6     30K 
 2: EX-4.1      Deferred Compensation Plan                            21     75K 
 3: EX-4.2      First Amendment of Deferred Compensation Plan          3     16K 
 4: EX-4.3      Deferred Compensation Plan Trust                      18     59K 

S-8 POS   —   Deluxe Corporation Form S-8 POS
Document Table of Contents

S-8 POS
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As filed with the Securities and Exchange Commission on January 7, 2002 

                                                      Registration No. 333-52452
--------------------------------------------------------------------------------

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------

POST-EFFECTIVE AMENDMENT NO. 1
 TO 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 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) 

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 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
                                    --------------------------------------------
                                 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        
--------  ----------------------------------    --------------------------------

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.            

6 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8 POS’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		1/7/02		1
		1/2/02		4
		11/19/01		3		6
		10/26/01		3		6
		9/30/01		3					10-Q
		8/24/01		3		6
		12/21/00		2		5			S-8
		8/18/00		3		6			10-Q/A,  425
		1/21/00		3		6
		2/7/97		3					8-A12B/A,  8-K,  SC 13G
		1/31/97		3
		8/23/95		3		6			S-3
									List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/22/24  Deluxe Corp.                      10-K       12/31/23  106:15M
 2/24/23  Deluxe Corp.                      10-K       12/31/22  107:19M
 2/28/22  Deluxe Corp.                      10-K       12/31/21  111:21M
 2/19/21  Deluxe Corp.                      10-K       12/31/20  116:20M