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: July 22, 2014
(Date of earliest event reported)
PAYCHEX, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE | | 0-11330 | | 16-1124166 |
(State of or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
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911 PANORAMA TRAIL SOUTH, ROCHESTER, NEW YORK | | 14625-2396 |
(Address of principal executive offices) | | (Zip Code) |
(585) 385-6666
(Registrant’s telephone number, including area code)
None
(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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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01 | Entry into a Material Definitive Agreement |
On July 22, 2014, Paychex, Inc. (the "Company") entered into an agreement with Robert W. Baird & Co. Incorporated ("Baird") (the "Agreement") in order to execute the purchase of up to $350 million of the Company's common stock pursuant to the requirements of and in compliance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The Agreement will allow the Company's Rule 10b-18 share repurchase program, which was announced on May 2, 2014, to continue during periods in which the Company may be aware of material non-public information. The authorization for the program ends on May 31, 2017.
The Agreement contains terms customary for agreements of this type. Pursuant to the terms of the Agreement, Baird, as agent for the Company, will purchase varying percentages of the maximum daily target volume allowable under Rule 10b-18 when the Company's common stock is trading at various price ranges. Any purchases under the Agreement will be disclosed publicly through periodic filings with the Securities and Exchange Commission.
The description of the Agreement in this Item 1.01 is qualified in its entirety by reference to the text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Share repurchases will be funded from available working capital.
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Item 9.01 | Financial Statements and Exhibits |
The following exhibit relating to Item 1.01 of this Form 8-K is filed herewith:
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Exhibit 10.1 | | Letter of Agreement between Paychex, Inc. and Robert W. Baird & Co. Incorporated dated July 22, 2014 |
SIGNATURES
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 thereunto duly authorized.
PAYCHEX, INC.
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Date: | July 25, 2014 | | | | /s/ Martin Mucci |
| | | | | | Martin Mucci |
| | | | | | President and Chief Executive Officer |
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Date: | July 25, 2014 | | | | /s/ Efrain Rivera |
| | | | | | Efrain Rivera |
| | | | | | Senior Vice President, Chief Financial Officer, and Treasurer |