S-8

As filed with the Securities and Exchange Commission on May 6, 2009

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)	(zip code)

 
ADMINISTAFF, INC. 2001 INCENTIVE PLAN

(Full title of the plan)

Daniel D. Herink

Senior Vice President, 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) 229-1796

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (2)	Proposed maximum offering price per share (1)		Proposed maximum aggregate offering price (1)		Amount of registration fee (3)
Common stock, par value $.01 per share (2)(3)	1,000,000 shares	$	28.77	$	28,770,000	$	1,605.37

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended, 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 May 5, 2009.

(2) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement shall also include such additional indeterminate 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.

REGISTRATION OF ADDITIONAL SECURITIES

This Registration Statement is being filed pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register an additional 1,000,000 shares of common stock of Administaff, Inc. (the “Company”) issuable pursuant to the Administaff, Inc. 2001 Incentive Plan, as amended and restated on February 12, 2009 (the “Plan”).  The Board of Directors of the Company recommended for approval and, on May 5, 2009, the stockholders approved an amendment to the Plan which, among other things, increased the number of shares available for issuance under the Plan from 2,900,000 to 3,900,000.  The contents of the Registration Statements on Form S-8 (Nos. 333-140602 and 333-66344) relating to the Plan are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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 Administaff, Inc. (incorporated by reference to Exhibit 3.1 to Administaff, Inc.’s Registration Statement on Form S-1 (No. 33-96952)).
4.2	—	Amended and Restated Bylaws of Administaff, Inc. dated November 13, 2007 (incorporated by reference to Exhibit 3.1 to Administaff, Inc.’s Current Report on Form 8-K filed on November 16, 2007).
4.3	—	Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Administaff, Inc.’s Registration Statement on Form S-1 (No. 33-96952)).
4.4	—	Rights Agreement dated as of November 13, 2007 between Administaff, Inc. and Mellon Investor Services, LLC, as Rights Agent (the “Rights Agreement”) (incorporated by reference to Exhibit 4.1 to Administaff, Inc.’s Current Report on Form 8-K filed on November 16, 2007).
4.5	—	Certificate of Designations of Series A Junior Participating Preferred Stock of Administaff, Inc. dated February 4, 1998 (incorporated by reference to Exhibit A to the Rights Agreement).
4.6	—	Form of Rights Certificate (incorporated by reference to Exhibit B to the Rights Agreement).
4.7	—	Amended and Restated Administaff, Inc. 2001 Incentive Plan (incorporated by reference to Appendix A to Administaff, Inc.’s definitive proxy statement on Schedule 14A filed on March 18, 2009 (No. 1-13998)).
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 (incorporated by reference to Exhibit 24.1 to Administaff, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008).
*  Filed herewith

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 May 6, 2009.

ADMINISTAFF, INC.
By:	/s/ Daniel D. Herink
	Daniel D. Herink
	Senior Vice President, Legal,
	General Counsel and Secretary

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 May 6, 2009.

/s/ Paul J. Sarvadi	Chairman of the Board, Chief Executive Officer and
Paul J. Sarvadi	Director
	(Principal Executive Officer)
/s/ Richard G. Rawson	President and Director
Richard G. Rawson
/s/ Douglas S. Sharp	Senior Vice President, Finance, Chief Financial Officer
Douglas S. Sharp	and Treasurer (Principal Financial Officer)
	Director
Michael W. Brown
*	Director
Jack M. Fields, Jr.
*	Director
Dr. Eli Jones
*	Director
Paul S. Lattanzio
*	Director
Gregory E. Petsch
*	Director
Austin P. Young

*By:	/s/ Daniel D. Herink
	Daniel D. Herink
	Attorney-in-fact

EXHIBIT INDEX

Exhibit   No.		Description
4.1	—	Certificate of Incorporation of Administaff, Inc. (incorporated by reference to Exhibit 3.1 to Administaff, Inc.’s Registration Statement on Form S-1 (No. 33-96952)).
4.2	—	Amended and Restated Bylaws of Administaff, Inc. dated November 13, 2007 (incorporated by reference to Exhibit 3.1 to Administaff, Inc.’s Current Report on Form 8-K filed on November 16, 2007).
4.3	—	Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Administaff, Inc.’s Registration Statement on Form S-1 (No. 33-96952)).
4.4	—	Rights Agreement dated as of November 13, 2007 between Administaff, Inc. and Mellon Investor Services, LLC, as Rights Agent (the “Rights Agreement”) (incorporated by reference to Exhibit 4.1 to Administaff, Inc.’s Current Report on Form 8-K filed on November 16, 2007).
4.5	—	Certificate of Designations of Series A Junior Participating Preferred Stock of Administaff, Inc. dated February 4, 1998 (incorporated by reference to Exhibit A to the Rights Agreement).
4.6	—	Form of Rights Certificate (incorporated by reference to Exhibit B to the Rights Agreement).
4.7	—	Amended and Restated Administaff, Inc. 2001 Incentive Plan (incorporated by reference to Appendix A to Administaff, Inc.’s definitive proxy statement on Schedule 14A filed on March 18, 2009 (No. 1-13998)).
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 (incorporated by reference to Exhibit 24.1 to Administaff, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008).
*  Filed herewith

EX-5.1

Exhibit 5.1

May 6, 2009

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 “Act”), relating to the issuance of 1,000,000 shares (the “Shares”) of the common stock, par value $.01 per share, of the Company pursuant to the Administaff, Inc. 2001 Incentive Plan (the “Plan”), certain legal matters with respect to the Shares 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, we have examined originals, or copies certified or otherwise identified, of the Certificate of Incorporation and Bylaws of the Company, each as amended to date, the Plan, corporate records of the Company, including minute books of the Company as furnished to us by the Company, certificates of public officials and of representatives of the Company, statutes and other instruments and documents as a basis for the opinions hereinafter expressed.  In giving such opinions, we have relied upon certificates of officers of the Company and of public officials with respect to the accuracy of the material factual matters contained in such certificates.  In giving the opinions below, we have assumed that the 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.  In addition, we have assumed for purposes of this opinion that the consideration received by the Company for the Shares will be not less than the par value of the Shares.

On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that, when issued by the Company pursuant to the provisions of the Plan following due authorization of a particular award thereunder by the Board of Directors of the Company or a duly constituted and acting committee thereof (the “Board”) 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; and, 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 as provided therein, and, in the case of stock options, the exercise thereof and payment for such Shares as provided therein, such Shares will be validly issued, fully paid and nonassessable.

The opinions set forth above are limited in all respects to matters of 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 with the Commission as Exhibit 5.1 to the Registration Statement.  In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Baker Botts L.L.P.

KBR/KJR

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Administaff, Inc. 2001 Incentive Plan of our reports dated February 6, 2009, with respect to the consolidated financial statements of Administaff, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2008, and the effectiveness of internal control over financial reporting of Administaff, Inc. filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Houston, Texas

May 4, 2009