-----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, EcsBvaKdqKU4zyb6IzqV0CBY8s29s/zRKgDFpXp5rk/PsaUW9Vv5olapFu1FSJYk rkpZO3AlTOtup1MEe7QOFw== 0000950129-97-003923.txt : 19970926 0000950129-97-003923.hdr.sgml : 19970926 ACCESSION NUMBER: 0000950129-97-003923 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970925 EFFECTIVENESS DATE: 19970925 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADMINISTAFF INC \DE\ CENTRAL INDEX KEY: 0001000753 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 760479645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-36363 FILM NUMBER: 97685273 BUSINESS ADDRESS: STREET 1: 19001 CRESCENT SPRINGS DR CITY: KINGWOOD STATE: TX ZIP: 77339 BUSINESS PHONE: 7133588986 MAIL ADDRESS: STREET 1: 19001 CRESCENT SPRINGS DR CITY: KINGWOOD STATE: TX ZIP: 77339 S-8 1 ADMINISTAFF, INC. 1997 EMPLOYEE STOCK PURCHASE PLN 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 1997 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ADMINISTAFF, INC. (Exact name of registrant as specified in its charter) DELAWARE 76-0479645 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
19001 CRESCENT SPRINGS DRIVE KINGWOOD, TEXAS 77339-3802 (Address, including zip code, of Principal Executive Offices) ADMINISTAFF, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) JOHN H. SPURGIN, II ADMINISTAFF, INC. 19001 CRESCENT SPRINGS DRIVE KINGWOOD, TEXAS 77339-3802 (281) 358-8986 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------------- copy to: G. MICHAEL O'LEARY ANDREWS & KURTH L.L.P. 4200 TEXAS COMMERCE TOWER 600 TRAVIS HOUSTON, TEXAS 77002 (713) 220-4200 ---------------------------- CALCULATION OF REGISTRATION FEE
============================================================================================================ PROPOSED PROPOSED MAXIMUM AMOUNT MAXIMUM AGGREGATE AMOUNT OF TO BE OFFERING PRICE OFFERING REGISTRATION TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) FEE - ------------------------------------------------------------------------------------------------------------ Common Stock, $0.01 per share 200,000 $23 7/8 $4,775,000.00 $1,446.97 ============================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h), based upon the average of the high and low prices per share for September 22, 1997 on the New York Stock Exchange as reported in The Wall Street Journal on September 23, 1997. ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. Administaff, Inc. (the "Company") hereby incorporates by reference the following documents listed below. In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") (prior to the filing of a post-effective amendment which indicates that all the securities offered have been sold or which deregisters all securities then remaining unsold) shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of filing of such documents. (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1996. (b) The Company's Quarterly Report on Form 10-Q for the Quarters ended March 31, 1997 and June 30, 1997. (c) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A (No. 13998) filed with the Commission on October 6, 1995 pursuant to Section 12 of the Exchange Act. ITEM 4. DESCRIPTION OF SECURITIES. The information required by Item 4 is not applicable to this Registration Statement since the class of securities to be offered is registered under Section 12 of the Exchange Act. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The information required by Item 5 is not applicable to this Registration Statement. ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed II-2 3 to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been made to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 145 further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; that indemnification provided for by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person's heirs, executors and administrators; and empowers the corporation to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such whether or not the corporation would have the power to indemnify him against such liabilities under Section 145. Section 102(b)(7) of the General Corporation Law of the State of Delaware provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. Article Eleventh of the Company's Certification of Incorporation states that: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty by such director as a director; provided, however, that this Article Eleventh shall not eliminate or limit the liability of a director to the extent provided by applicable law (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Eleventh shall apply to, or have any effect on, the liability or alleged liability of any director of the Corporation for or with respect to any facts or omissions of such director occurring prior to such amendment or repeal. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended. In addition, Article VI of the Company's Bylaws further provides that the Company shall indemnify its officers, directors and employees to the fullest extent permitted by law. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. The information required by Item 7 is not applicable to this Registration Statement since the class of securities to be offered is registered under Section 12 of the Exchange Act. II-3 4 ITEM 8. EXHIBITS.
Exhibit Number Description - ------ ----------- 23.1 Consent of Ernst & Young LLP. 24.1 Power of Attorney (included in signature page). 99.1 Administaff, Inc. 1997 Employee Stock Purchase Plan.
ITEM 9. UNDERTAKINGS (a) 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 this 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 this Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement 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. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is II-4 5 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its 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. II-5 6 SIGNATURES The Registrant. 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 Houston, State of Texas, on the 22nd day of September, 1997. ADMINISTAFF, INC. By: /S/ RICHARD G. RAWSON -------------------------------------------- Richard G. Rawson Executive Vice President of Administration, Chief Financial Officer and Treasurer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Administaff, Inc. (the "Company"), hereby constitutes and appoints Paul J. Sarvadi and Richard G. Rawson, or either of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this Registration Statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post- effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done. 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 22nd day of September, 1997.
SIGNATURE TITLE --------- ----- /S/ PAUL J. SARVADI President, Chief Executive Officer - -------------------------------------- and Director (Principal Executive Officer) Paul J. Sarvadi /S/ RICHARD G. RAWSON Executive Vice President of Administration, - -------------------------------------- Chief Financial Officer, Treasurer and Director Richard G. Rawson (Principal Financial Officer) /S/ SAMUEL G. LARSON Vice President of Finance and Controller - -------------------------------------- (Principal Accounting Officer) Samuel G. Larson
II-6 7 /S/ GERALD M. MCINTOSH Senior Vice President of Research and Development - -------------------------------------- and Director Gerald M. McIntosh /S/ SCOTT C. HENSEL Director - -------------------------------------- Scott C. Hensel /S/ LINDA FAYNE LEVINSON Director - -------------------------------------- Linda Fayne Levinson /S/ PAUL S. LATTANZIO Director - -------------------------------------- Paul S. Lattanzio /S/ JACK M. FIELDS, JR. Director - -------------------------------------- Jack M. Fields, Jr.
II-7 8 EXHIBIT INDEX
Exhibit Number Description - ------ ----------- 23.1 Consent of Ernst & Young LLP. 24.1 Power of Attorney (included in signature page). 99.1 Administaff, Inc. 1997 Employee Stock Purchase Plan.
II-8 EX-23.1 2 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Administaff, Inc. 1997 Employee Stock Purchase Plan of our report dated February 21, 1997, with respect to the consolidated financial statements of Administaff, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1996, filed with the Securities and Exchange Commission. /S/ ERNST & YOUNG LLP Houston, Texas September 24, 1997 EX-99.1 3 ADMINISTAFF, INC. 1997 EMPLOYEE STOCK PURCHASE PLN 1 EXHIBIT 99.1 ADMINISTAFF, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN Administaff, Inc. hereby establishes the Administaff, Inc. 1997 Employee Stock Purchase Plan (the "Plan"), the terms of which are as set forth below. 1. Definitions. As used in the Plan the following terms shall have the meanings set forth below: (a) "Account" means a brokerage account established on behalf of a Participant pursuant to the terms of the Plan. (b) "Board" means the Board of Directors of the Company. (c) "Committee" means the Compensation Committee of the Board. (d) "Common Stock" means the common stock, $0.01 par value, of Administaff, Inc. (e) "Company" means Administaff, Inc., a Delaware corporation, or any successor. (f) "Effective Date" means the effective date of the S-8 Registration Statement covering the shares of Common Stock subject to the Plan. (g) "Eligible Compensation" means, with respect to a Participant, the total cash compensation paid to the Participant by the Participating Companies each pay period during a Purchase Period, including any elective salary deferral contributions made therefrom pursuant to Code Sections 125, 129 or 401(k). (h) "Eligible Employee" means an employee of a Participating Company, including any officer of the Company; provided, however, a worksite employee shall not be eligible to participate in this Plan unless such worksite employee is in a covered group of work site employees as designated by his Participating Company. (i) "Enrollment Date" means the later of (i) the Effective Date or (ii) the date an Eligible Employee's election to participate (enrollment agreement) becomes effective. (j) "Participant" means an Eligible Employee who has elected to participate in the Plan by filing an enrollment agreement with the Company. 2 (k) "Participating Companies" means the Company, Administaff of Texas, Inc. and Administaff Companies, Inc. In addition, the Committee, in its sole discretion may from time to time designate any other Subsidiaries as a Participating Company. (l) "Purchase Period" means each calendar month during the term of the Plan, commencing on the Plan's Effective Date. (m) "Purchase Date" means the date or dates during the 15-day period following each Purchase Period on which shares of Common Stock shall be purchased by the Recordkeeper with the Accounts existing as of the end of such Purchase Period. (n) "Recordkeeper" means the brokerage firm or other person engaged by the Company to maintain the Accounts and purchase shares of Common Stock on the open market pursuant to the Plan. (o) "Subsidiary" means any corporation, domestic or foreign, of which the Company owns, directly or indirectly, not less than 50% of the total combined voting power of all classes of stock or other equity interests and that otherwise qualifies as a "subsidiary corporation" within the meaning of Section 424(f) of the Code or any successor thereto. 2. Purpose of the Plan. (a) The purpose of the Plan is to provide an incentive for present and future employees of the Participating Companies to acquire a proprietary interest (or increase an existing proprietary interest) in the Company through the purchase of shares of Common Stock on the open market. No shares of Common Stock shall be issued or sold by the Company pursuant to the Plan. (b) All expenses of administering the Plan, other than brokerage commissions and taxes incurred in conjunction with the purchase of shares of Common Stock by the Recordkeeper for an Account, shall be paid by the Participating Companies. 3. Administration of the Plan. (a) The Plan shall be administered by the Committee. The Committee shall have authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to correct any defect or rectify any omission in this Plan or to reconcile any inconsistency in this Plan, and to make all other determinations necessary or advisable for the administration of the Plan, all of which actions and determinations shall be final, conclusive and binding on all persons. The act or determination of a majority of the members of the Committee shall be deemed to be the act or determination of the Committee. (b) The Committee may request advice or assistance or employ such other persons as it in its discretion deems necessary or appropriate for the proper administration of the -2- 3 Plan, including, but not limited to employing a brokerage firm, bank or other financial institution to assist in the purchase of shares, delivery of reports or other administrative aspects of the Plan. 4. Eligibility to Participate in the Plan. Each Eligible Employee who is employed by a Participating Company on an Enrollment Date shall be eligible to participate in the Plan for the Purchase Periods beginning on and after that Enrollment Date, subject to the provisions below. 5. Purchase Periods. The Plan shall consist of consecutive Purchase Periods beginning on the Effective Date and continuing thereafter until the Plan is terminated. 6. Election to Participate in the Plan. (a) Each Eligible Employee may elect to participate in the Plan by completing an enrollment agreement in the form provided by the Company and filing such enrollment agreement with the Company on or prior to the applicable Enrollment Date, unless another time for filing the enrollment form is set by the Committee with respect to a given Purchase Period. (b) Payroll deductions for a Participant shall commence on the first payroll date following the Participant's Enrollment Date and shall continue until (i) changed or terminated by the Participant as provided below, (ii) the termination of the Plan, or (iii) the Participant ceases to be an Eligible Employee, whichever occurs first. 7. Payroll Deductions. (a) All Participant contributions pursuant to the Plan shall be made only by payroll deductions. At the time a Participant files the enrollment agreement, the Participant shall authorize payroll deductions to be made on each payroll date that is subsequent to the Participant's Enrollment Date in a designated whole percentage (i.e., 1%, 2%, 3%, etc.) of the Participant's Eligible Compensation. (b) All payroll deductions made for a Participant by a Participating Company shall be deposited in a brokerage account established with the Recordkeeper for the Participant. No interest shall accrue or be credited with respect to the payroll deductions of a Participant credited to an Account under the Plan. A Participant may not make any additional payments into such Account. (c) Except as provided below, a Participant may change his payroll deduction election only on an April 1 or October 1. -3- 4 8. Purchase of Shares. Following the end of each Purchase Period, the Participants' Accounts shall be applied automatically by the Recordkeeper to purchase in the open market the maximum number of shares of Common Stock that may be purchased with the accumulated payroll deduction in the Participants' Accounts. Each Participant's Account shall be allocated each Purchase Period its pro rata share (whole and fractional shares) of the total number of shares purchased for such Purchase Period. If any cash amount remains in a Participant's Account, such amount will continue to be held in his Account and applied to the purchase of shares of Common Stock for the following Purchase Period(s), except as provided below. A Participant shall have all of the rights and privileges of a stockholder of the Company with respect to the whole (but not fractional) shares of Common Stock allocated to the Participant's Account. 9. Withdrawal; Termination of Employment. (a) A Participant may stop all, but not less than all, of the payroll deductions to the Participant's Account at any future time by giving prior written notice to the Participating Company. Payroll deductions will not resume on behalf of a Participant unless a new enrollment agreement is delivered to the Company directing the Participating Company to resume payroll deductions, but in no event may such a withdrawing Participant resume participation in the Plan before the April 1 or October 1 next following the effective date of his withdrawal, whichever occurs first. (b) In the event a Participant ceases to be an Eligible Employee for any reason, his payroll deductions will automatically stop and the amounts then credited to the Participant's Account will be applied to purchase shares under the Plan at the end of such Purchase Period as provided in Section 8 above. The value of any fractional share allocated to the Participant's Account and any cash not applied to the purchase of shares pursuant to Section 8 above shall be returned (in cash) to the Participant. 10. Transferability. Accounts under the Plan are not transferable by a Participant. 11. Reports. Individual Accounts will be maintained for each Participant in the Plan. Statements of Accounts will be given to Participants following each Purchase Period, which will set forth the amounts of payroll deductions, the per share purchase price, the number of shares purchased and the remaining cash balance, if any. 12. Amendment and Termination of the Plan. -4- 5 The Board, in its discretion, may at any time, or from time to time, amend the Plan in any respect and may terminate the Plan. 13. Notices. All notices or other communications by a Participant to the Participating Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Participating Company at the location, or by the person, designated by the Participating Company for the receipt thereof. 14. Withholding of Taxes A Participating Company may make such provisions as it deems appropriate for withholding from a Participant's Eligible Compensation such amounts as the Participating Company determines it is required to withhold in connection to all tax laws with the purchase of any Common Stock pursuant to the Plan. -5- -----END PRIVACY-ENHANCED MESSAGE-----