-----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, Tf2SIcvpwFItG2JSVGYABdl6ppyJRXNBqYW4bQ2MhuUC3H5GDLo+x29QQnN9v6Mc ktVqAxKCs7NgjWyfNte+lQ== 0000950129-98-000447.txt : 19980206 0000950129-98-000447.hdr.sgml : 19980206 ACCESSION NUMBER: 0000950129-98-000447 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980120 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980205 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: 8-K SEC ACT: SEC FILE NUMBER: 001-13998 FILM NUMBER: 98522086 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 8-K 1 ADMINISTAFF, INC. FORM 8-K 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 ------------------------- DATE OF EARLIEST EVENT REPORTED: JANUARY 20, 1998 ADMINISTAFF, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 1-13998 76-0479645 (STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (I.R.S. EMPLOYER OF INCORPORATION) IDENTIFICATION NO.)
19001 CRESCENT SPRINGS DRIVE KINGWOOD, TEXAS 77339-3802 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 358-8986 ================================================================================ 2 ITEM 5. OTHER EVENTS (a) SECURITIES PURCHASE AGREEMENT WITH AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC. On January 28, 1998, Administaff, Inc. (the "Company") announced that it has entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with American Express Travel Related Services Company, Inc. A copy of the press release issued in connection with such announcement is filed as Exhibit 99.1 to this Current Report on Form 8-K, and the contents of such Exhibit are incorporated herein by reference. (b) RIGHTS AGREEMENT On January 20, 1998, the Board of Directors of Administaff, Inc. (the "Company") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share ("Common Stock"), of the Company. The distribution is payable on February 9, 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder thereof to purchase from the Company one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company (the "Preferred Stock") at a price of $125, subject to adjustment. The following is a summary of the Rights; the full description and terms of the Rights are set forth in a Stockholder Rights Agreement (the "Rights Agreement") between the Company and Harris Trust and Savings Bank, as Rights Agent (the "Rights Agent"). Copies of the Rights Agreement and the Certificate of Designation are available free of charge from the Company. This summary description of the Rights and the Preferred Stock does not purport to be complete and is qualified in its entirety by reference to all the provisions of the Rights Agreement and the Certificate of Designation, including the definitions therein of certain terms, which Rights Agreement and Certificate of Designation are incorporated herein by reference. Initially, the Rights will attach to all certificates representing shares of outstanding Company Common Stock, and no separate Rights Certificates will be distributed. The Rights will separate from the Company Common Stock and the Distribution Date will occur upon the earlier of (i) 10 days following the date of public announcement that a person or group of persons has become an Acquiring Person (as hereinafter defined) or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to the time a person becomes an Acquiring Person) following the commencement of, or the announcement of an intention to make, a tender offer or exchange offer upon consummation of which the offeror would, if successful, become an Acquiring Person (the earlier of such dates being called the "Distribution Date"). The term "Acquiring Person" means any person who or which, together with all of its affiliates and associates, shall be the beneficial owner of 15% or more of the outstanding Common Stock, but shall not include (i) the Company or any Subsidiary (as such term is hereinafter defined) of the Company or any employee benefit plan of the Company's, (ii) Paul J. Sarvadi, his spouse, lineal descendants, heirs, executors or other legal representatives and any trusts or limited partnerships established for the benefit of the foregoing, or any other person or entity in which the foregoing persons or entities are at the time of determination the direct record and beneficial owners of all outstanding voting securities (collectively, the "Sarvadi Stockholders"), provided that the Sarvadi Stockholders shall cease to be an Exempt Person if the Beneficial Ownership of the Sarvadi Stockholders exceeds 17% (the "Sarvadi Threshold"), or (iii) American Express Travel Related Services Company ("AXTRSC"), its Affiliates and Associates (provided that, for purposes of this sub-clause (iii) only, the terms Affiliate and Associate as used with respect to AXTRSC shall not include certain non-employee directors of AXTRSC or its affiliates to the extent such non-employee directors are acting for their own account or for the account of, or investing the funds of, their respective customers or clients or funds advised or distributed by them) (collectively, the "AMEX Stockholders"), provided that the AMEX Stockholders shall cease to be an Exempt Person if the shares of which the AMEX Stockholders are the Beneficial Owner exceed 19.9% of the Common Stock determined on a Fully Diluted Basis (as defined in the Rights Agreement) (the "AMEX Threshold"); provided, however, that (A) if during the term of this Agreement the AMEX Stockholders sell, transfer or otherwise dispose of any shares of Common Stock of which the AMEX Stockholders are a Beneficial Owner, the AMEX Threshold shall be reduced to the percentage of the Common Stock of which the AMEX Stockholders are a Beneficial Owner, determined on a Fully Diluted Basis immediately after giving effect to such sale, transfer or other disposition, -2- 3 such reduced percentage to be subject to the rights of the AMEX Stockholders to exercise their rights, if any, to purchase or acquire securities of the Company pursuant to Section 9 of that certain Securities Purchase Agreement, dated as of January 27, 1998 ("AMEX Investment Agreement"), among the Company, its subsidiaries and AXTRSC, and (B) if the AMEX Threshold is reduced during the term of this Agreement to 15% or less and the AMEX Stockholders do not have the right, pursuant to Section 9 of the AMEX Investment Agreement, to increase the AMEX Threshold above 15%, then the AMEX Stockholders shall no longer constitute an Exempt Person. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date, upon transfer or new issuance of Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Stock, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Rights Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 9, 2008 (the "Expiration Date"). The Purchase Price payable, and the number of one-hundredths of a share of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase shares of Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to in (ii) above). The number of outstanding Rights and the number of one-hundredths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in the Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that following a Stock Acquisition Date (the date of public announcement that an Acquiring Person has become such) the Company is acquired in a merger or other business combination transaction or more than 50% of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right (the "Flip-Over Right"). In the event that an Acquiring Person becomes the beneficial owner of 15% or more of the outstanding shares of Common Stock, proper provision shall be made so that each holder of a Right (other than the Acquiring Person and its affiliates and associates) will thereafter have the right to receive upon exercise that number of shares of Common Stock (or, under certain circumstances, cash, other equity securities or property of the Company) having a market value equal to two times the Purchase Price of the Rights (the "Flip-In Right"). Upon the occurrence of the foregoing event giving rise to the exercisability of the Rights, any Rights that are or were at any time owned by an Acquiring Person shall become void. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. Upon exercise of the Rights, no fractional shares of Preferred Stock will be issued other than fractions which are integral multiples of one-hundredth of a share of Preferred -3- 4 Stock; cash will be paid in lieu of fractional shares of Preferred Stock that are not integral multiples of one-hundredth of a share of Preferred Stock. At any time prior to the earlier to occur of (i) 5:00 p.m., Houston, Texas time on the 10th day after the Stock Acquisition Date or (ii) the expiration of the Rights, the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"); provided, that (i) if the Board of Directors authorizes redemption on or after the time a person becomes an Acquiring Person, then such authorization must be by Board Approval (as hereinafter defined) and (ii) the period for redemption may, upon Board Approval, be extended by amending the Rights Agreement. The term "Board Approval" means the approval of a majority of the directors of the Company. Immediately upon any redemption of the Rights described in this paragraph, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors without the consent of the holders of the Rights at any time and from time to time provided that such amendment does not adversely affect the interests of the holders of the Rights. In addition, during any time that the Rights are subject to redemption, the terms of the Rights may be amended by Board Approval, including an amendment that adversely affects the interests of the holders of the Rights, without the consent of the holders of Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Preferred Stock (or other consideration). DESCRIPTION OF PREFERRED STOCK Each one-hundredth of a share of the Preferred Stock ("Preferred Share Fraction") that may be acquired upon exercise of the Rights will be nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Preferred Share Fraction will have a minimum preferential quarterly dividend rate of $0.01 per Preferred Share Fraction but will, in any event, be entitled to a dividend equal to the per share dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Preferred Share Fraction will receive a preferred liquidation payment equal to the greater of $0.01 per Preferred Share Fraction or the per share amount paid in respect of a share of Company Common Stock. Each Preferred Share Fraction will have one vote, voting together with the Company Common Stock. The holders of Preferred Share Fractions, voting as a separate class, shall be entitled to elect two directors if dividends on the Preferred Stock are in arrears for six fiscal quarters. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Preferred Share Fraction will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Preferred Share Fraction that may be acquired upon the exercise of each Right should approximate the economic value of one share of the Company's Common Stock. -4- 5 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 4.1 Rights Agreement dated as of February 4, 1998 (incorporated by reference to Form 8-A of Administaff, Inc. filed on February 4, 1998. 99.1 Press Release dated January 28, 1998, with respect to the Securities Purchase Agreement. 99.3 Press Release dated January 21, 1998, with respect to the Rights Agreement. SIGNATURE 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. ADMINISTAFF, INC. By: /s/ JOHN H. SPURGIN, II -------------------------------------- John H. Spurgin, II Executive Vice President, General Counsel and Secretary Date: February 4, 1998 -5- 6 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 4.1 Rights Agreement dated as of February 4, 1998 (incorporated by reference to Form 8-A of Administaff, Inc. filed on February 4, 1998. 99.1 Press Release dated January 28, 1998, with respect to the Securities Purchase Agreement. 99.3 Press Release dated January 21, 1998, with respect to the Rights Agreement.
EX-99.1 2 PRESS RELEASE DATED 01/28/98 1 [NEWS RELEASE] [AMERICAN EXPRESS LETTERHEAD] Contact: Emily Porter, American Express 212-640-4761 Richard Rawson, Administaff 281-348-3225 AMERICAN EXPRESS AND ADMINISTAFF FORM MARKETING ALLIANCE AMERICAN EXPRESS BUYS MINORITY INTEREST IN LEADING PROFESSIONAL EXPLOYER ORGANIZATION NEW YORK, January 28, 1998 -- American Express (NYSE: AXP) today announced a strategic marketing alliance with Administaff (NYSE: ASF), a Houston, Texas-based firm that provides a variety of personnel management services to small and medium-sized businesses. The terms of the agreement include the sale of 693,126 shares (approximately 5%) of Administaff common stock together with warrants to purchase approximately two million additional shares (up to an additional 14.9%) at strike prices ranging from $40 to $80 per share to American Express for $17.7 million. The closing is subject to regulatory approval (Hart-Scott-Rodino). Other details of the deal are confidential. "Administaff's expertise in personnel management is a natural strategic fit with American Express' range of services for small businesses, such as Corporate Card, Travel, and Tax and Business Services," said Anne Busquet, President of American Express Relationship Services, who will serve on the Administaff Board of Directors. "The relationship strategically positions Administaff and American Express to provide small businesses with smart and efficient ways to recruit, manage and retain top-notch employees, which is particularly challenging in today's low-unemployment environment." Busquet also noted that cross-promotional efforts will include added value for American Express small business customers. "American Express is an ideal partner to support our long-term growth strategy," said Paul J. Sarvadi, Administaff's President and CEO. "By leveraging American Express' marketing expertise, technology and small business consultants, we can expand our services and broaden our reach to prospective customers." -more- 2 According to the National Association of Professional Employer Organizations (NAPE0), PEO industry growth has averaged 30% to 35% per annum over the last five years. NAPEO also reports that as a percentage of potential small business clients with fewer then 50 employees, industry penetration totaled only about one percent in 1996. "Our industry is a gateway to the small business community," said Jerald L. Broussard, Administaff's Senior Vice President of Business Development. "Having American Express as a partner will allow us to greatly enhance the services we provide to our customers." Founded in 1986, Administaff offers a comprehensive Personnel Management System that encompasses a broad range of services, including benefits and payroll administration, medical and workers' compensation programs, personnel records management, liability management, recruiting and selection, performance management, and training and development services. Administaff serves more than 1,900 small and medium-sized business clients with approximately 30,000 worksite employees. American Express Relationship Services (AERS) was formed in 1995 to deliver value-added products and services to consumers and businesses by leveraging corporate assets in non-traditional areas, such as insurance, telecommunications and educational funding, and the Internet. AERS is a division of American Express Travel Related Services Company Inc. American Express Travel Related Services Company Inc., is a wholly-owned subsidiary of the American Express Company -- a diversified worldwide travel and financial services company founded in 1850. It is a leader in charge and credit cards, Travelers Cheques, travel, financial planning, investment products, insurance and international banking. ### EX-99.3 3 PRESS RELEASE DATE 01/21/98 1 EXHIBIT 99.3 ADMINISTAFF, For Immediate Release Investor Relations Contact: Richard G. Rawson Executive Vice President and Chief Financial Officer (281) 348-3225 Media Relations Contact: Alan Dodd Manager, Corporate Communications (281) 348-3105 ADMINISTAFF, INC. ADOPTS PREFERRED SHARE RIGHTS PLAN Houston, TX - (January 21, 1998) Administaff, Inc. (NYSE: ASF), a leading Professional Employer Organization (PEO), announced today that its Board of Directors, at the January 20, 1998 meeting, authorized the adoption of a Preferred Share Rights Plan. In connection with the adoption of the Plan, the Board declared a dividend of one Preferred Share Purchase Right per each share of the Company's common stock outstanding on February 9, 1998 or issued thereafter. Each Right will be exercisable for one one-hundredth of a share of a new series of Administaff's preferred stock for an exercise price of $125, subject to later adjustment. The Rights Plan is designed to deter coercive takeover tactics and to prevent an acquiror from attempting to gain control of the Company without dealing fairly with the stockholders. To date, there have been no known attempts to acquire control of Administaff. The Rights will be exercisable only if a person (other then an exempt person) acquires beneficial ownership of 15 percent or more of the Company or commences a tender offer which (more) 2 Administaff, Inc. Page 2 would result in ownership of 15 percent or more. The Rights will expire ten years from the issuance date. Additional information concerning the Rights distribution will be provided to stockholders. Administaff is one of the nation's leading PEOs, providing a comprehensive Personnel Management System that encompasses a broad range of services, including benefits and payroll administration, medical and workers' compensation programs, personnel records management, liability management, recruiting and selection, performance management, and training and development services to small- to medium-sized businesses. The Company serves over 1,900 small business clients with approximately 30,000 worksite employees. ### -----END PRIVACY-ENHANCED MESSAGE-----