-----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, H8nrCyW8krESP7wDIVJbeMcz06F5UERk04ms1LOWwlxYxJdwbDmXzk8M3ffPdkMK szgRhEfc7dVp6MoRGgdSQA== 0000950129-03-004465.txt : 20030827 0000950129-03-004465.hdr.sgml : 20030827 20030827155916 ACCESSION NUMBER: 0000950129-03-004465 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030825 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030827 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: 03868668 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 h08753e8vk.txt ADMINISTAFF, INC.- DATE OF REPORT: AUGUST 25, 2003 UNITED STATES 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 25, 2003 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 -- Press release issued by Administaff, Inc. on August 25, 2003. ITEM 9. REGULATION FD DISCLOSURE On August 25, 2003, Administaff, Inc. issued a press release announcing certain senior management changes. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference. In addition to the senior management changes referenced in the press release, Howard G. Buff is no longer employed by the company. Mr. Buff was formerly the company's Vice President, Benefits and Corporate Human Resources. For the time being his duties will be assumed by Richard G. Rawson, the company's President. 2 SIGNATURES 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/ Paul J. Sarvadi ------------------------------------ Paul J. Sarvadi Chairman of the Board and Chief Executive Officer Date: August 27, 2003 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 -- Press release issued by Administaff, Inc. on August 25, 2003. 4 EX-99.1 3 h08753exv99w1.txt PRESS RELEASE ISSUED ON AUGUST 25, 2003 EXHIBIT 99.1 [ADMINISTAFF LOGO APPEARS HERE] News Release INVESTOR RELATIONS CONTACT: Douglas S. Sharp Vice President and Chief Financial Officer (281) 348-3232 douglas_sharp@administaff.com NEWS MEDIA CONTACT: Alan Dodd Director, Corporate Communications (281) 348-3105 alan_dodd@administaff.com ADMINISTAFF ANNOUNCES SENIOR MANAGEMENT REALIGNMENT HOUSTON - August 25, 2003 - Administaff, Inc. (NYSE: ASF), the nation's leading Professional Employer Organization, today announced that its Board of Directors has approved a new organizational structure that more closely aligns senior management responsibilities with the company's goals for profitability and growth. The realignment includes the following senior management changes: Paul J. Sarvadi has been elected Chairman of the Board and will also continue to serve as Chief Executive Officer. He previously held the position of President and Chief Executive Officer. Richard G. Rawson has been elected President. He previously served as Executive Vice President of Administration, Chief Financial Officer and Treasurer. In his new role, Rawson will lead the company's emphasis on gross profit improvement, including management of key direct cost relationships. He will be responsible for direct oversight of client selection and pricing, insurance services including healthcare and workers' compensation insurance, and the company's new retirement services initiative. A. Steve Arizpe has been elected Chief Operating Officer and will also continue to serve as Executive Vice President, Client Services. He will be responsible for leading the enterprise-wide effort to further enrich the client service experience and increase customer loyalty, while also improving operating efficiencies and lowering operating costs on a per worksite employee basis. John H. Spurgin, II has been elected Senior Vice President, Legal, General Counsel and Secretary. He previously held the position of Vice President, Legal, General Counsel and Secretary. His responsibilities will continue to focus on establishing a more favorable legal and regulatory environment for the company. 5 Douglas S. Sharp has been elected to Vice President of Finance, Chief Financial Officer and Treasurer. He previously served as Vice President, Finance and Controller. In his new role, Sharp will be responsible for budgeting, forecasting, financial reporting and analysis, cash management, tax planning and investor relations. 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. The company operates 38 sales offices in 21 major markets. 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, Administaff's ability to comply with Revenue Procedure 2002-21 and possible adverse application of various federal, state and local regulations; (iii) changes in Administaff's direct costs and operating expenses, including, but not limited to, increases in health insurance premiums, increases in underlying health insurance claims trends, workers' compensation rates and state unemployment tax rates, liabilities for employee and client actions or payroll-related claims, changes in the costs of expanding into new markets, and failure to manage growth of Administaff's operations; (iv) the estimated costs and effectiveness of capital projects and investments in technology and infrastructure, including Administaff's ability to maintain adequate financing for such projects; (v) Administaff's ability to effectively implement its 401(k) recordkeeping services; (vi) the effectiveness of Administaff's sales and marketing efforts, including the company's marketing arrangements with other companies; (vii) the failure to sell Administaff Financial Management Services, Inc.; (viii) changes in the competitive environment in the Professional Employer Organization industry; (ix) Administaff's liability for worksite employee payroll and benefits costs; and (x) an adverse final judgment or settlement of claims against Administaff, including the Aetna lawsuit. These factors are described in further detail in Administaff's filings with the Securities and Exchange Commission.) ### 6 -----END PRIVACY-ENHANCED MESSAGE-----