-----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, N1x8QJDD3so007ak4aL+UMCTyGjn5zWCuVOyWdNpz2+omp8yYYNRp1tAmjzfWC/0 /1Jk8Uok8ydaJSz+BFb1gw== 0000950129-01-502209.txt : 20010801 0000950129-01-502209.hdr.sgml : 20010801 ACCESSION NUMBER: 0000950129-01-502209 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010731 EFFECTIVENESS DATE: 20010731 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: 333-66344 FILM NUMBER: 1693883 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 h89338s-8.txt ADMINISTAFF INC - 2001 INCENTIVE PLAN 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 2001 REGISTRATION NO. 333- ================================================================================ UNITED STATES 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 of principal executive offices and zip code) ---------- ADMINISTAFF, INC. 2001 INCENTIVE PLAN (Full title of the plan) ---------- JOHN H. SPURGIN, II VICE PRESIDENT OF LEGAL, GENERAL COUNSEL AND SECRETARY ADMINISTAFF, INC. 19001 CRESCENT SPRINGS DRIVE KINGWOOD, TEXAS 77339-3802 (281) 358-8986 (Name, address and telephone number, including area code, of agent for service) copy to: KELLY B. ROSE BAKER BOTTS L.L.P. 910 LOUISIANA HOUSTON, TEXAS 77002 (713) 229-1768 ---------- CALCULATION OF REGISTRATION FEE
================================================================================================================================== PROPOSED AMOUNT PROPOSED MAXIMUM MAXIMUM AMOUNT OF TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION TITLE OF SECURITIES TO BE REGISTERED REGISTERED(2) SHARE(1) PRICE(1) FEE(3) - ---------------------------------------------------------------------------------------------------------------------------------- Common stock, par value $.01 per share(2)(3) ...... 1,500,000 shares $22.645 $33,967,500 $8,491.88 ==================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to 457(h), based on the average of the high and low prices of the common stock of Administaff, Inc. reported on the New York Stock Exchange Composite Tape on July 30, 2001. (2) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall also include such additional indeterminant number of shares of common stock as may become issuable under the Administaff, Inc. 2001 Incentive Plan as a result of stock splits, stock dividends or similar transactions. (3) Includes associated preferred stock purchase rights. No separate consideration is payable for the preferred stock purchase rights. Therefore, the registration fee for such securities is included in the registration fee for the common stock. ================================================================================ 2 INTRODUCTORY STATEMENT Administaff, Inc. (the "Registrant" or the "Company"; SEC File No. 1-13998) is filing this Registration Statement on Form S-8 relating to its common stock, par value $.01 per share, and associated rights to purchase its Series A Junior Participating Preferred Stock, par value $0.01 per share (such common stock and associated rights, collectively, the "Common Stock"), issuable pursuant to the terms of the Administaff, Inc. 2001 Incentive Plan. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Note: The document(s) containing the employee benefit plan information required by Item 1 of Form S-8 and the statement of availability of Registrant information and any other information required by Item 2 of Form S-8 will be sent or given to participants as specified by Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. The Registrant shall maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Registrant shall furnish to the Commission or its staff a copy or copies of all of the documents included in such file. There are also registered hereunder such additional indeterminate shares of the Registrant's common stock as may be required as a result of stock splits, stock dividends or similar transactions. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. This registration statement incorporates herein by reference the following documents which have been filed with the Commission by the Company pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"): 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000. 2. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001. 3. The summary of the rights to purchase preferred stock and the description of the Company's Series A Junior Participating Preferred Stock, par value $0.01 per share, contained in the Company's Registration Statement on Form 8-A filed with the Commission on February 5, 1998 and as subsequently amended on May 19, 1999 and August 9, 1999. 4. The description of the Company's common stock, par value $0.01 per share, contained in the Company's Registration Statement on Form 8-A filed with the Commission on October 6, 1995. Each document filed with the Commission by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby 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 hereof from the date of filing such documents. Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this Registration Statement or in any document that also is incorporated by reference herein modifies or supersedes such statement. 1 3 Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. DELAWARE CODE The Company is incorporated under the laws of the State of Delaware. Section 145 ("Section 145") of Title 8 of the Delaware Code gives a corporation power 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 the person 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 the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person 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 the person's conduct was unlawful. Section 145 also gives a corporation power 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 the person 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) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware 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 Delaware Court of Chancery or such other court shall deem proper. Section 145 further provides that, to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. Section 145 provides that expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it is ultimately determined that such person is not entitled to be indemnified by the corporation as authorized by Section 145. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. 2 4 Section 145 also authorizes a corporation to purchase and maintain insurance on behalf of any person who 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 any liability asserted against such person and incurred by such person in any such capacity, arising out of such person's status as such, whether or not the corporation would otherwise have the power to indemnify such person against such liability under Section 145. The above discussion of Section 145 is not intended to be exhaustive and is qualified in its entirety by such statute. AMENDED BYLAWS The Company's Amended Bylaws (the "Bylaws") provide for the indemnification of its officers, directors, employees and agents and the advancement to them of expenses in connection with actions, suits or proceedings, to the fullest extent permitted by law. The indemnification and advancement of expenses provided by the Company's Bylaws is not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be or become entitled under any law, the Company's Certificate of Incorporation, the Company's Bylaws, agreement, the vote of stockholders or disinterested directors or otherwise, or under any policy or policies of insurance purchased and maintained by the Company on behalf of any such person, both as to action in his official capacity and as to action in another capacity while holding such office. The indemnification provided by the Company's Bylaws is subject to all valid and applicable laws, and, in the event the Company's Bylaws or any of the provisions thereof or the indemnification contemplated thereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and the Company's Bylaws shall be regarded as modified accordingly, and, as so modified, to continue in full force and effect. The indemnification and advancement of expenses provided by the Company's Bylaws continues as to any person who has ceased to be a director, officer, employee or agent of the Company and will inure to the benefit of the estate, executors, administrators, heirs, legatees and devisees of any person entitled to indemnification under the Company's Bylaws. The above discussion of the Company's Bylaws is not intended to be exhaustive and is qualified in its entirety by the Bylaws. INSURANCE All of the Company's directors and officers will be covered by insurance policies maintained by the Company against certain liabilities for actions taken in their capacities as such, including liabilities under the Securities Act of 1933, as amended. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. The following documents are filed as a part of this Registration Statement or incorporated by reference herein: Exhibit No. Description 4.1 -- Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (No. 33-96952)). 4.2 -- Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000). 3 5 4.3 -- Certificate of Designations of Series A Junior Participating Preferred Stock of the Company dated February 4, 1998 (incorporated by reference to Exhibit 2 to the Company's Form 8-A filed on February 4, 1998). 4.4 -- Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (No. 33-96952)). 4.5 -- Rights Agreement dated as of February 4, 1998, between the Company and Harris Trust and Savings Bank, as Rights Agent (incorporated by reference to Exhibit 1 to the Company's Form 8-A filed on February 4, 1998). 4.6 -- Amendment No. 1 to Rights Agreement dated as of March 9, 1998 between the Company and Harris Trust and Savings Bank, as Rights Agent (incorporated by reference to Exhibit 4.3 to the Company's Form 10-K for the year ended December 31, 1999). 4.7 -- Amendment No. 2 to Rights Agreement dated as of May 14, 1999 between the Company and Harris Trust and Savings Bank, as Rights Agent (incorporated by reference to Exhibit 2 to the Company's Form 8-A/A filed on May 19, 1999). 4.8 -- Amendment No. 3 to Rights Agreement dated as of July 22, 1999 between the Company and Harris Trust and Savings Bank, as Rights Agent (incorporated by reference to Exhibit 1 to the Company's Form 8-A/A filed on August 9, 1999). 4.9 -- Amendment No. 4 to Rights Agreement dated as of August 2, 1999 between the Company and Harris Trust and Savings Bank, as Rights Agent (incorporated by reference to Exhibit 2 to the Company's Form 8-A/A filed on August 9, 1999). 4.10 -- Form of Rights Certificate (incorporated by reference to Exhibit 3 to the Company's Form 8-A filed on February 4, 1998). 4.11 -- Administaff, Inc. 2001 Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q for the quarter ended March 31, 2001). 5.1 -- Opinion of Baker Botts L.L.P. 23.1 -- Consent of Ernst & Young LLP. 23.2 -- Consent of Baker Botts L.L.P. (included in Exhibit 5.1). 24.1 -- Powers of Attorney (included on signature page to this registration statement). ITEM 9. UNDERTAKINGS. (a) The Company 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 this 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 the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act of 1933 if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; 4 6 (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this 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 registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 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 registrant pursuant to the provisions described under Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant 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 registrant 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 of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. 5 7 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July 31, 2001. ADMINISTAFF, INC. By: /s/ Richard G. Rawson ----------------------------------------- Richard G. Rawson Executive Vice President, Administration, Chief Financial Officer and Treasurer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul J. Sarvadi and Richard G. Rawson, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including post-effective amendments) to this Registration Statement under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on July 31, 2001. /s/ Paul J. Sarvadi President, Chief Executive Officer and Director (Principal - ----------------------------------- Executive Officer) Paul J. Sarvadi /s/ Richard G. Rawson Executive Vice President, Administration, - ----------------------------------- Chief Financial Officer, Treasurer and Director Richard G. Rawson (Principal Financial Officer) /s/ Douglas S. Sharp Vice President, Finance and Controller (Principal - ----------------------------------- Accounting Officer) Douglas S. Sharp /s/ Jack M. Fields, Jr. Director - ----------------------------------- Jack M. Fields, Jr. /s/ Paul S. Lattanzio Director - ----------------------------------- Paul S. Lattanzio /s/ Linda Fayne Levinson Director - ----------------------------------- Linda Fayne Levinson /s/ Steven Alesio Director - ----------------------------------- Steven Alesio Director - ----------------------------------- Michael W. Brown
6 8 EXHIBIT INDEX
Exhibit No. DESCRIPTION ------- ----------- 4.1 -- Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (No. 33-96952)). 4.2 -- Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000). 4.3 -- Certificate of Designations of Series A Junior Participating Preferred Stock of the Company dated February 4, 1998 (incorporated by reference to Exhibit 2 to the Company's Form 8-A filed on February 4, 1998). 4.4 -- Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (No. 33-96952)). 4.5 -- Rights Agreement dated as of February 4, 1998, between the Company and Harris Trust and Savings Bank, as Rights Agent (incorporated by reference to Exhibit 1 to the Company's Form 8-A filed on February 4, 1998). 4.6 -- Amendment No. 1 to Rights Agreement dated as of March 9, 1998 between the Company and Harris Trust and Savings Bank, as Rights Agent (incorporated by reference to Exhibit 4.3 to the Company's Form 10-K for the year ended December 31, 1999). 4.7 -- Amendment No. 2 to Rights Agreement dated as of May 14, 1999 between the Company and Harris Trust and Savings Bank, as Rights Agent (incorporated by reference to Exhibit 2 to the Company's Form 8-A/A filed on May 19, 1999). 4.8 -- Amendment No. 3 to Rights Agreement dated as of July 22, 1999 between the Company and Harris Trust and Savings Bank, as Rights Agent (incorporated by reference to Exhibit 1 to the Company's Form 8-A/A filed on August 9, 1999). 4.9 -- Amendment No. 4 to Rights Agreement dated as of August 2, 1999 between the Company and Harris Trust and Savings Bank, as Rights Agent (incorporated by reference to Exhibit 2 to the Company's Form 8-A/A filed on August 9, 1999). 4.10 -- Form of Rights Certificate (incorporated by reference to Exhibit 3 to the Company's Form 8-A filed on February 4, 1998). 4.11 -- Administaff, Inc. 2001 Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q for the quarter ended March 31, 2001). 5.1 -- Opinion of Baker Botts L.L.P. 23.1 -- Consent of Ernst & Young LLP. 23.2 -- Consent of Baker Botts L.L.P. (included in Exhibit 5.1). 24.1 -- Powers of Attorney (included on signature page to this registration statement).
7 EX-5.1 3 h89338ex5-1.txt OPINION OF BAKER BOTTS LLP 1 EXHIBIT 5.1 [Letterhead of Baker Botts L.L.P.] July 31, 2001 066959.0142 Administaff, Inc. 19001 Crescent Springs Drive Kingwood, Texas 77339-3802 Ladies and Gentlemen: As set forth in the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Administaff, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to up to 1,500,000 shares (the "Shares") of common stock, par value $0.01 per share (the "Common Stock"), of the Company and associated rights to purchase Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Rights"), of the Company, which may be offered and sold from time to time pursuant to the Administaff, Inc. 2001 Incentive Plan (the "Plan"), certain legal matters in connection with the Shares subject to original issuance by the Company and the Rights associated therewith are being passed upon for you by us. At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration Statement. In our capacity as your counsel in the connection referred to above and as a basis for the opinions hereinafter expressed, we have examined (i) the Company's Certificate of Incorporation and Bylaws, each as amended to date, (ii) a copy of the Plan, (iii) the Rights Agreement, dated as of February 4, 1998, between the Company and Harris Trust and Savings Bank, as Rights Agent, and all amendments thereto (as amended, the "Rights Agreement"), (iv) originals, or copies certified or otherwise identified, of corporate records of the Company, (v) certificates of public officials and of representatives of the Company and (vi) statutes and other instruments or documents. In giving such opinions, we have relied upon a certificate of officers of the Company with respect to the accuracy of the material factual matters contained in such certificate. We have assumed that all signatures on all documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete, that all documents submitted to us as copies are true and correct copies of the originals thereof and that all information submitted to us was accurate and complete. On the basis of the foregoing, and subject to the assumptions, limitations and qualifications hereinafter set forth, we are of the opinion that: 1. The Company is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware. 2. In the case of Shares originally issued by the Company pursuant to the provisions of the Plan following due authorization of a particular award thereunder by a 2 duly constituted and acting committee of the Board of Directors of the Company as provided in and in accordance with the Plan, the Shares issuable pursuant to such award will have been duly authorized by all necessary corporate action on the part of the Company. Upon issuance and delivery of such Shares from time to time pursuant to the terms of such award for the consideration established pursuant to the terms of the Plan and otherwise in accordance with the terms and conditions of such award, including, if applicable, the lapse of any restrictions relating thereto, the satisfaction of any performance conditions associated therewith and any requisite determinations by or pursuant to the authority of the Board of Directors or a duly constituted and acting committee thereof as provided therein, and, in the case of stock options, the exercise price thereof and payment for such Shares as provided therein, such Shares will be validly issued, fully paid and nonassessable. 3. The issuance of the Rights associated with the Shares referred to in paragraph 2 above has been duly authorized by all requisite corporate action on the part of the Company and, upon issuance from time to time in connection with the issuance of the associated Shares as provided in paragraph 2 above and in accordance with the terms of the Rights Agreement, the Rights associated with such Shares will be validly issued. The opinion set forth in paragraph 3 above is limited to the valid issuance of the Rights under the General Corporation Law of the State of Delaware. In this connection, we do not express any opinion herein on any other aspect of the Rights, the effect of any equitable principles or fiduciary considerations relating to the adoption of the Rights Agreement or the issuance of the Rights, the enforceability of any particular provisions of the Rights Agreement, or the provisions of the Rights Agreement which discriminate or create unequal voting power among stockholders. This opinion is limited to the original issuance of Shares and Rights by the Company and does not cover shares of Common Stock and related Rights delivered by the Company out of shares and related Rights reacquired by it. We are members of the Texas Bar and the opinions set forth above are limited in all respects to matters of Texas law and the General Corporation Law of the State of Delaware as in effect on the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, however, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder. Very truly yours, BAKER BOTTS L.L.P. EX-23.1 4 h89338ex23-1.txt 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. 2001 Incentive Plan of our report dated February 9, 2001, with respect to the consolidated financial statements of Administaff, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Houston, Texas July 30, 2001 -----END PRIVACY-ENHANCED MESSAGE-----