-----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, He6L1LFromUlcB2MKl8D2+GYzUrSEP4Up3A3xEugZEMtN0OR7kJQK6yH9u7I1IoK lNnuL0R1dP+zQBvFjuSLYg== 0000950129-02-004190.txt : 20020814 0000950129-02-004190.hdr.sgml : 20020814 20020814150831 ACCESSION NUMBER: 0000950129-02-004190 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20020814 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020814 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: 1934 Act SEC FILE NUMBER: 001-13998 FILM NUMBER: 02735435 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 h99082e8vk.txt ADMINISTAFF, INC.- DATE OF REPORT: AUGUST 14, 2002 - -------------------------------------------------------------------------------- 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): August 14, 2002 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 - -------------------------------------------------------------------------------- ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings. 99.2 Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings. 99.3 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.4 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.5 Press Release dated August 14, 2002. ITEM 9. REGULATION FD DISCLOSURE. On August 14, 2002, each of the Principal Executive Officer, Paul J. Sarvadi, and Principal Financial Officer, Richard G. Rawson, of Administaff, Inc. submitted to the Securities Exchange Commission (the "SEC") sworn statements pursuant to SEC Order No. 4-460. On August 14, 2002, each of the Principal Executive Officer, Paul J. Sarvadi, and Principal Financial Officer, Richard G. Rawson, of Administaff, Inc. submitted to the SEC certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . A copy of each of these statements, together with the related press release of Administaff, Inc. issued on August 14, 2002, are furnished herewith as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5. Page 2 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, Legal, General Counsel and Secretary Date: August 14, 2002 Page 3 EXHIBIT INDEX
Exhibit Number Description - -------------- ----------- 99.1 Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings. 99.2 Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings. 99.3 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.4 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.5 Press Release dated August 14, 2002.
Page 4 EX-99.1 3 h99082exv99w1.txt STMT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER EXHIBIT 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Paul J. Sarvadi, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Administaff, Inc., a Delaware corporation, and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o the Annual Report on Form 10-K of Administaff, Inc. filed with the Commission on March 8, 2002; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Administaff, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Paul J. Sarvadi Subscribed and sworn to - ------------------------------------- before me this 12th day of Paul J. Sarvadi August, 2002 August 12, 2002 /s/ Linda Freeman --------------------------- Notary Public My Commission Expires: December 11, 2003 EX-99.2 4 h99082exv99w2.txt STMT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER EXHIBIT 99.2 STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Richard G. Rawson, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Administaff, Inc., a Delaware corporation, and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o the Annual Report on Form 10-K of Administaff, Inc. filed with the Commission on March 8, 2002; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Administaff, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Richard G. Rawson Subscribed and sworn to - ------------------------------------ before me this 12th day of Richard G. Rawson August, 2002 August 12, 2002 /s/ Linda Freeman --------------------------- Notary Public My Commission Expires: December 11, 2003 EX-99.3 5 h99082exv99w3.txt CERTIFICATION OF CHIEF EXECUTIVE OFFICER EXHIBIT 99.3 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Administaff, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2002 (the "Report"), as filed with the Securities and Exchange Commission on the date hereof, I, Paul J. Sarvadi, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that: 1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Paul J. Sarvadi - --------------------------- Paul J. Sarvadi President and Chief Executive Officer August 14, 2002 EX-99.4 6 h99082exv99w4.txt CERTIFICATION OF CHIEF FINANCIAL OFFICER EXHIBIT 99.4 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Administaff, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2002 (the "Report"), as filed with the Securities and Exchange Commission on the date hereof, I, Richard G. Rawson, Executive Vice President of Administration and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that: 1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Richard G. Rawson - ------------------------------------------ Richard G. Rawson Executive Vice President of Administration and Chief Financial Officer August 14, 2002 EX-99.5 7 h99082exv99w5.txt PRESS RELEASE DATED AUGUST 14, 2002 EXHIBIT 99.5 [ADMINISTAFF, INC. LOGO] News Release INVESTOR RELATIONS CONTACT: Richard G. Rawson Executive Vice President and Chief Financial Officer (281) 348-3225 richard_rawson@administaff.com NEWS MEDIA CONTACT: Alan Dodd Director, Corporate Communications (281) 348-3105 alan_dodd@administaff.com ADMINISTAFF EXECUTIVES CERTIFY ACCURACY OF COMPANY'S FINANCIAL STATEMENTS HOUSTON - August 14, 2002 - Administaff, Inc. (NYSE: ASF), the nation's leading Professional Employer Organization, today announced that its President and Chief Executive Officer, Paul J. Sarvadi, and its Executive Vice President and Chief Financial Officer, Richard G. Rawson, have submitted sworn statements to the U.S. Securities and Exchange Commission (SEC) pursuant to SEC Order No. 4-460, affirming the accuracy of SEC filings made by the company in 2002. In addition, the company submitted today the certifications of Sarvadi and Rawson required by the Sarbanes-Oxley Act of 2002 in conjunction with its report on Form 10-Q for the quarter ended June 30, 2002. Each of these sets of certifications has also been furnished to the SEC in a report on Form 8-K. All of Administaff's SEC filings are accessible via the Investor Relations section of the company's Web site, www.administaff.com. 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 2001 revenues of $4.4 billion, Administaff ranks number 376 on the Fortune 500 list and number 11 on the Barron's 500 list of best performing companies. The company also is included on Fortune's list of America's Most Admired Companies, the Forbes Platinum 400 list of the Best Big Companies in America and the InformationWeek 500 list of leading information technology innovators. Administaff's Personnel Management System(SM) 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 the Employee Service Center(SM), an interactive eService platform that provides clients and worksite employees with information and resources to help maximize the benefit of their Administaff services. The Employee Service Center also features My MarketPlace(SM), an eCommerce portal that offers value-added products and services from best-of-class providers such as American Express, AT&T, Continental Airlines, Dell, IBM and Spiegel. (more) Administaff, Inc. Page 2 Administaff currently operates 38 sales offices in 21 major markets: Atlanta, Austin, Baltimore, Boston, Charlotte, Chicago, Cleveland, Dallas, Denver, Houston, Los Angeles, Minneapolis/St. Paul, New Jersey, New York City, Orlando, Phoenix, San Antonio, San Diego, San Francisco, St. Louis and Washington, D.C. For additional information, visit Administaff'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) changes in general economic conditions; (ii) regulatory and tax developments, including, but not limited to, the resolution of the unemployment tax issue with the State of Texas; (iii) changes in Administaff's direct costs and operating expenses, including, but not limited to, the continuing development of trends in health insurance costs; (iv) the estimated costs and effectiveness of capital projects and investments in technology and infrastructure, including, but not limited to, Administaff's ability to maintain adequate financing for such projects; (v) Administaff's ability to effectively implement its eBusiness strategy; (vi) the effectiveness of Administaff's sales and marketing efforts, including the company's marketing arrangements with other companies; and (vii) changes in the competitive environment in the Professional Employer Organization industry. These factors are described in further detail in Administaff's filings with the Securities and Exchange Commission.) ### -----END PRIVACY-ENHANCED MESSAGE-----