-----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, CLqM6Xbz0dGih00VpI8uq8B+PAs0eq1NuOwyU23kUbg8Oz+evKrmrqBXHUAymdMf AvnZros26XbqET1P3JZ2gg== 0000950129-99-003498.txt : 19990810 0000950129-99-003498.hdr.sgml : 19990810 ACCESSION NUMBER: 0000950129-99-003498 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990809 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-A12B/A SEC ACT: SEC FILE NUMBER: 001-13998 FILM NUMBER: 99681032 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-A12B/A 1 ADMINISTAFF, INC. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 ADMINISTAFF, INC. (Exact name of registrant as specified in its charter) DELAWARE 76-0479645 (State of incorporation (I.R.S. Employer or organization) Identification No.) 19001 CRESCENT SPRINGS DRIVE KINGWOOD, TEXAS 77339-3802 (address of principal executive offices) (Zip Code) (281) 358-8986 (Registrant's telephone number, including area code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered -------------------- ------------------------------ Rights to purchase Series A New York Stock Exchange Junior Participating Preferred Stock Securities to be registered pursuant to Section 12(g) of the Act: None ---------------- (Title of Class) 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED AMENDMENTS TO RIGHTS AGREEMENT On July 22, 1999, the Board of Directors of Administaff, Inc. (the "Company") approved an amendment ("Amendment No. 3") to the Rights Agreement (the "Rights Agreement") between the Company and Harris Trust and Savings Bank, as Rights Agent (the "Rights Agent"), and on August 2, 1999, the Board of Directors of the Company approved a second amendment ("Amendment No. 4") to the Rights Agreement. Amendment No. 3 provided that the Gerhard Stockholders (as defined in the Amendment) would continue to be an "Exempt Person" under the Rights Agreement for the period up to and including August 2, 1999. Amendment No. 4 amended the definition of "Exempt Person" under the Rights Agreement to allow for the increased percentage ownership in the Company, subject to certain limitations, of the Gerhard Stockholders. The Amendments are filed herewith as Exhibit 1 and Exhibit 2, and are incorporated herein by reference. ITEM 2. EXHIBITS 1. Amendment No. 3 to Rights Agreement dated as of July 22, 1999, between Administaff, Inc. and Harris Trust and Savings Bank, as Rights Agent. 2. Amendment No. 4 to Rights Agreement, dated as of August 2, 1999, between Administaff, Inc. and Harris Trust and Savings Bank, as Rights Agent. -2- 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement on Form 8-A/A to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: August 9, 1999 ADMINISTAFF, INC. By: /s/ John H. Spurgin, II ---------------------------------------- John H. Spurgin, II Vice President - Legal, General Counsel and Secretary -3- 4 INDEX TO EXHIBITS EXHIBIT NUMBER 1. Amendment No. 3 to Rights Agreement dated as of July 22, 1999, between Administaff, Inc. and Harris Trust and Savings Bank, as Rights Agent. 2. Amendment No. 4 to Rights Agreement, dated as of August 2, 1999, between Administaff, Inc. and Harris Trust and Savings Bank, as Rights Agent. EX-99.1 2 AMENDMENT NO. 3 TO RIGHTS AGREEMENT 1 EXHIBIT 1 AMENDMENT NO. 3 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 3 TO RIGHTS AGREEMENT (this "Amendment"), dated as of July 22, 1999 is entered into and effectuated by Administaff, Inc., a Delaware corporation (the "Company"), and Harris Trust and Savings Bank, as rights agent (the "Rights Agent"), pursuant to Section 27 of the Rights Agreement, dated as of February 4, 1998 (the "Rights Agreement"), between the Company and the Rights Agent, at the Company's direction. Capitalized terms used but not defined herein are used as defined in the Rights Agreement. RECITALS: WHEREAS, Section 27 of the Rights Agreement provides that the Company may in its sole discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of the Rights Agreement in any respect without the approval of the holders of the Rights; and WHEREAS, on July 12, 1999 the Company received a copy of a Schedule 13D/A (the "Schedule 13D/A") filed by the "Gerhard Stockholders" (defined below) indicating that such group beneficially owned approximately 23.3% of the outstanding shares of the Company's common stock; and WHEREAS, subsequent to the filing of the Schedule 13D/A, the Gerhard Stockholders have indicated by letter to the Board of Directors of the Company that, prior to July 30, 1999, the Gerhard Stockholders intend (a) to sell the number of shares on the open market that would reduce their beneficial ownership of the Company's outstanding shares to approximately 20.5% and (b) to the extent that the open market sales are not sufficient to reduce their beneficial ownership to 20.5%, to sell the number of shares back to the Company, at a mutually agreed upon price, that would reduce to the beneficial ownership of the Gerhard Stockholders to the greater of (i) 2,929,800 shares and (ii) 20.5% of the Company's outstanding shares; and WHEREAS, at a meeting on July 22, 1999, the Board of Directors determined that it is in the best interests of the Company for the Gerhard Stockholders to continue to constitute an Exempt Person (which excludes persons who would otherwise be deemed to be Acquiring Persons, as that term is defined in the Rights Agreement) for a period up to and including August 2, 1999, notwithstanding the recent increased beneficial ownership (above the thresholds currently designated in the Rights Agreement for the Gerhard stockholders) of the Gerhard Stockholders; WHEREAS, in accordance with Section 27 of the Rights Agreement, the Company has delivered a certificate from an appropriate officer of the Company stating that this Amendment is in compliance with the terms of Section 27 of the Rights Agreement. NOW, THEREFORE, the Rights Agreement is hereby amended as follows: 2 1. Effective as of the date first set forth above, Section 35 of the Rights Agreement shall read in its entirety as follows: Section 35. Extension of Status of Gerhard Stockholders as a Exempt Person. Notwithstanding the provisions of Section 1(p) and Section 3 of this Agreement, unless the Board of Directors otherwise specifies, the Gerhard Stockholders shall not cease to be an Exempt Person during the period up to and including August 2, 1999. 2. Except to the extent amended by this Amendment, the Rights Agreement shall continue in full force and effect. 3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested, all as of the day and year first above written. ADMINISTAFF, INC. By: /s/ Paul J. Sarvadi -------------------------------------- Paul J. Sarvadi President and Chief Executive Officer HARRIS TRUST AND SAVINGS BANK as Rights Agent By: /s/ Ray Rosenbaum -------------------------------------- Ray Rosenbaum Vice President EX-99.2 3 AMENDMENT NO. 4 TO RIGHTS AGREEMENT 1 EXHIBIT 2 AMENDMENT NO. 4 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 4 TO RIGHTS AGREEMENT (this "Amendment"), dated as of August 2, 1999 is entered into and effectuated by Administaff, Inc., a Delaware corporation (the "Company"), and Harris Trust and Savings Bank, as rights agent (the "Rights Agent"), pursuant to Section 27 of the Rights Agreement, dated as of February 4, 1998 (the "Rights Agreement"), between the Company and the Rights Agent, at the Company's direction. Capitalized terms used but not defined herein are used as defined in the Rights Agreement. RECITALS: WHEREAS, Section 27 of the Rights Agreement provides that the Company may in its sole discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of the Rights Agreement in any respect without the approval of the holders of the Rights; and WHEREAS, on July 12, 1999 the Company received a copy of a Schedule 13D/A (the "Schedule 13D/A") filed by the "Gerhard Stockholders" (defined below) indicating that such group beneficially owned approximately 23.3% of the outstanding shares of the Company's common stock; and WHEREAS, on July 22, 1999, the Board of Directors of the Company adopted Amendment No. 3 to Rights Agreement, extending the status of the Gerhard Stockholders as an Exempt Person (as defined in the Rights Agreement) for a period up to and including August 2, 1999; and WHEREAS, on July 22, 1999 and July 27, 1999, the Board of Directors of the Company authorized the Company to purchase shares from the Gerhard Stockholders to the extent necessary to reduce the beneficial ownership of the Gerhard Stockholders to 2,929,800 shares; and WHEREAS, subsequent to the filing of the Schedule 13D/A, the Gerhard Stockholders have (a) sold shares on the open market and (b) sold shares back to the Company pursuant to that certain Stock Purchase Agreement, dated July 30, 1999 by and among the Company, West Highland Partners, L.P., Buttonwood Partners, L.P. and West Highland International (the "Stock Purchase Agreement"), and such sales have reduced the beneficial ownership of the Gerhard Stockholders to 2,929,800 shares, or 21.5% of the Company's outstanding shares; and WHEREAS, the Board of Directors of the Company has determined that it is in the best interest of the Company to amend the definition of "Exempt Person" in the Rights Agreement to clarify, subject to certain limitations, that Gerhard Stockholders shall continue to constitute an Exempt Person notwithstanding the purchase and subsequent sale of the Company's common stock by the Gerhard Stockholders for the period from June 1, 1999 to July 30, 1999; and 2 WHEREAS, in accordance with Section 27 of the Rights Agreement, the Company has delivered a certificate from an appropriate officer of the Company stating that this Amendment is in compliance with the terms of Section 27 of the Rights Agreement. NOW, THEREFORE, the Rights Agreement is hereby amended as follows: 1. The definition of "Exempt Person" contained in Section 1 (p) of the Rights Agreement is hereby amended, effective as of the date first set forth above, by deleting such provision in its entirety and substituting the following in place thereof; "Exempt Person" shall mean: (i) the Company or any Subsidiary (as such term is hereinafter defined) of the Company or any employee benefit plan of the Company's; (ii) Paul J. Sarvadi, his spouse, lineal descendants, heirs, executors or other legal representatives and any trusts or limited partnerships established for the benefit of the foregoing, or any other person or entity in which the foregoing persons or entities are at the time of determination the direct record and beneficial owners of all outstanding voting securities (collectively, the "Sarvadi Stockholders"), provided that the Sarvadi Stockholders shall cease to be an Exempt Person if the Beneficial Ownership of the Sarvadi Stockholders exceeds 17% (the "Sarvadi Threshold"); (iii) American Express Travel Related Services Company ("AXTRSC"), its Affiliates and Associates (provided that, for purposes of this sub-clause (iii) only, the terms Affiliate and Associate as used with respect to AXTRSC shall not include non-employee directors of AXTRSC or its affiliates that are in the investment advisory, discretionary money management, asset management, brokerage, insurance, annuity, lending or similar business to the extent such non-employee directors are acting for their own account or for the account of, or investing the funds of, their respective customers or clients or funds advised or distributed by them) (collectively, the "AMEX Stockholders"), provided that the AMEX Stockholders shall cease to be an Exempt Person if the shares of which the AMEX Stockholders are the Beneficial Owner exceed 19.9% of the Common Stock determined on a Fully Diluted Basis at the time of calculation (the "AMEX Threshold"), provided, however, that (A) if during the term of this Agreement the AMEX Stockholders sell, transfer or otherwise dispose of any shares of Common Stock of which the AMEX Stockholders are a Beneficial Owner, and, after giving effect to (and solely as a result of) such sale(s), transfer(s) or disposition(s), the AMEX Stockholders beneficially own less than 15.8% of the Common Stock on a Fully Diluted Basis, the AMEX Threshold shall be reduced to that percentage of the Common Stock of which the AMEX Stockholders are a Beneficial Owner, determined on a Fully Diluted Basis immediately after giving effect to such sale, transfer or other disposition (assuming for purposes of such calculation that after giving effect to the closing of the Securities Purchase Agreement, dated as of January 27, 1998 ("AMEX 3 Investment Agreement"), among the Company, its subsidiaries and AXTRSC, the AMEX Stockholders were the Beneficial Owner of 19.9% of the Common Stock determined on a Fully Diluted Basis), and (B) if the AMEX Threshold is reduced during the term of this Agreement to 15% or less, then the AMEX Threshold shall be 15%; and (iv) Lang H. Gerhard, West Highland Capital, Inc., Estero Partners, LLC, West Highland Partners, L.P. and Buttonwood Partners, L.P. (collectively, the "Gerhard Stockholders"), provided that the Gerhard Stockholders shall cease to be an Exempt Person if the shares of which the Gerhard Stockholders are the Beneficial Owner exceed the lesser of (i) 2,929,800 shares of common stock and (ii) 21.5% of the Common Stock outstanding at the time of calculation (the "Gerhard Threshold"); provided, however, that the purchase and subsequent sale of the Common Stock by the Gerhard Stockholders for the period from June 1, 1999 to July 30, 1999 shall not cause the Gerhard Stockholders to be cease to be an Exempt Person for purposes of this Agreement; and provided, further, that (A) if during the term of this Agreement the Gerhard Stockholders sell, transfer or otherwise dispose of any shares of Common Stock of which the Gerhard Stockholders are a Beneficial Owner, the Gerhard Threshold shall be reduced to that percentage of the Common Stock of which the Gerhard Stockholders are a Beneficial Owner, determined immediately after giving effect to such sale, transfer or other disposition, and (B) if the Gerhard Threshold is reduced during the term of this Agreement to 15% or less, or if the Gerhard Stockholders modify their Schedule 13D to indicate an intent to effect a change in control of the Company, then the Gerhard Stockholders shall no longer constitute an Exempt Person. Notwithstanding the foregoing, no Person shall cease to be an Exempt Person as the result of an acquisition of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person. As used in clause (iii) of this definition, the term "Fully Diluted Basis" means the sum, without duplication, of (i) all shares of Common Stock then outstanding (as such term is used in the definition of Beneficial Ownership in Section 1(d) hereof), (ii) shares of Common Stock issuable upon the exercise of all outstanding warrants, options and other rights to acquire Common Stock, directly or indirectly, and (iii) Common Stock issuable upon conversion of all securities convertible, directly or indirectly, into Common Stock. 2. The Summary of Rights to Purchase Preferred Stock attached as Exhibit C to the Rights Agreement is hereby amended, effective as of the date first set forth above, by revising the Summary of Rights to Purchase Preferred Stock as included in Exhibit C to read in its entirety as set forth in the Amended Summary of Rights to Purchase Preferred Stock included as Annex I hereto. 3. Except to the extent amended by this Amendment, the Rights Agreement shall continue in full force and effect. 4 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested, all as of the day and year first above written. ADMINISTAFF, INC. By: /s/ Paul J. Sarvadi -------------------------------------- Paul J. Sarvadi President and Chief Executive Officer HARRIS TRUST AND SAVINGS BANK as Rights Agent By: /s/ Lorraine Rodewald -------------------------------------- Lorraine Rodewald Vice President -----END PRIVACY-ENHANCED MESSAGE-----