-----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, HP2vG/5Q7HwJoBAGnbPowKGUgURpMHzlLY7YPx/y+PqyYGSAbH6vLP7MWlWSdQC7 hnNExQSbDeWrIkQNaPTHhQ== /in/edgar/work/20000918/0000950129-00-004624/0000950129-00-004624.txt : 20000923 0000950129-00-004624.hdr.sgml : 20000923 ACCESSION NUMBER: 0000950129-00-004624 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000913 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000918 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADMINISTAFF INC \DE\ CENTRAL INDEX KEY: 0001000753 STANDARD INDUSTRIAL CLASSIFICATION: [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: 724718 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 h80351e8-k.txt ADMINISTAFF, INC. - 09/13/2000 1 - -------------------------------------------------------------------------------- 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 (Date of earliest event reported): September 13, 2000 ADMINISTAFF, INC. (Exact name of registrant as specified in its charter)
DELAWARE 1-13998 76-0479645 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation) File Number) Identification No.)
19001 CRESCENT SPRINGS DRIVE KINGWOOD, TEXAS 77339 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (281) 358-8986 - ------------------------------------------------------------------------------- Page 1 2 Item 5. Other Events. Stock Split On September 13, 2000, Administaff, Inc. ( the "Company") announced a two-for-one split of its common stock (the "Stock Split"). The Stock Split will be effected in the form of a stock dividend and will entitle each stockholder of record on September 25, 2000 to receive one share of common stock for every share of the Company's common stock held on the record date. The Stock Split will be payable on October 16, 2000. A copy of the press release announcing the Stock Split is attached hereto as Exhibit 99.1. Pursuant to the Rights Agreement dated as of February 4, 1998 between the Company and Computershare Investor Services LLC (successor to Harris Trust and Savings Bank), as Rights Agent, there are certain preferred stock purchase rights associated with the shares of common stock (the "Rights"). The Rights are not currently exercisable and will not become exercisable except upon certain events. As required by the Rights Agreement, the Rights have been adjusted so that following the Stock Split, one-half of one Right is associated with each share of common stock. Additional Shares Registered as a Result of Stock Split Pursuant to Rule 416(b) under the Securities Act of 1933, as amended (the "Securities Act"), the number of shares of the Company's common stock registered for sale under the Securities Act by the following Registration Statements on Form S-8, which incorporate by reference this Report on Form 8-K, will be deemed to be increased by the Stock Split to cover the additional shares resulting from the application of the Stock Split to the registered shares of the Company's common stock remaining unsold under such Registration Statements as of the September 25, 2000 record date for the Stock Split:
Registration Statement Number Date Filed Name of Plan(s) Pre-Split Shares Registered - ------ ---------- --------------- --------------------------- 333-36363 September 25, 1997 Administaff, Inc. 1997 200,000 Employee Stock Purchase Plan 333-85151 August 13, 1999 Administaff, Inc. 1,200,000 Nonqualified Stock Option Plan and Administaff, Inc. 1997 Incentive Plan (as amended)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. The following exhibit is filed herewith: 99.1 Press release of Administaff, Inc. dated September 14, 2000 with respect to a two-for-one split of its outstanding common stock. Page 2 3 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 hereunto duly authorized. ADMINISTAFF, INC. By: /S/ JOHN H. SPURGIN, II ------------------------ John H. Spurgin, II Vice President of Legal, General Counsel and Secretary Date: September 18, 2000 Page 3 4 EXHIBIT INDEX
Exhibit Number Description - -------------- ------------ 99.1 Press Release dated September 14, 2000
Page 4 EX-99.1 2 h80351ex99-1.txt PRESS RELEASE DATED 09/14/2000 1 EXHIBIT 99.1 ADMINISTAFF Administaff Announces Two-For-One Stock Split HOUSTON, Sept. 14 /PRNewswire/ -- Administaff, Inc. (NYSE: ASF), the leading Professional Employer Organization (PEO), today announced that its Board of Directors has approved a two-for-one split of its common stock. The stock split will be effected in the form of a stock dividend, and will entitle each stockholder of record at the close of business on Sept. 25, 2000 to receive one additional share of common stock for each share of the company's common stock held on that date. The additional shares will be distributed on Oct. 16, 2000. As of September 12, 2000, Administaff had approximately 13.7 million shares of common stock outstanding. When the split is completed, that number will increase to approximately 27.4 million shares. Administaff is a leading personnel management company that serves as a full-service human resources department for small and medium-sized businesses throughout the United States. With 1999 revenues of $2.3 billion, Administaff ranks number 615 on the Fortune 1000 list. The company also is included for the second consecutive year on Fortune's list of "America's Most Admired Companies" and for the third consecutive year on the Information Week 500 list of leading information technology innovators. Administaff's Personnel Management System includes employment administration, benefits management, government compliance, recruiting and selection, employer liability management, training and development, performance management and owner support. These core services are complemented by an eBusiness strategy that includes Administaff Assistant(SM), an eService platform that provides clients and worksite employees with information and resources to help maximize the benefit of their Administaff services; and bizzport(SM), an eCommerce portal that features value-added products and services from best-of-class providers such as American Express, Aon Enterprise, AT&T, Bank One, Dell, Forrester Research, IBM, MobShop and works.com. Administaff has 29 sales offices in 17 major markets. For additional information, visit the company's web site at www.administaff.com. (Note: The statements contained in this press release that are not historical facts are forward-looking statements that involve a number of risks and uncertainties. Therefore, the actual results of future events described in such forward-looking statements could differ materially from those stated in such forward-looking statements. Among the factors that could cause actual results to differ materially are: (i) regulatory and tax developments; (ii) changes in Administaff's direct costs and operating expenses; (iii) the estimated costs and effectiveness of capital projects and investments in technology and infrastructure; (iv) Administaff's ability to effectively implement its eBusiness strategy; (v) the effectiveness of Administaff's sales and marketing efforts, including the company's marketing arrangements with other companies; and (vi) changes in the competitive environments in the PEO industry. These factors are described in further detail in Administaff's filings with the Securities and Exchange Commission.) -----END PRIVACY-ENHANCED MESSAGE-----