-----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, TN6VuhxuhadPTb9zYRVg5gghb0TSzOtG8NKNvEsZ2X6uhvVmFZ+YSyUMuovhQyur Tb3MrHmWce4w7cOARB3BIg== 0000950144-05-013100.txt : 20051230 0000950144-05-013100.hdr.sgml : 20051230 20051230110710 ACCESSION NUMBER: 0000950144-05-013100 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051223 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051230 DATE AS OF CHANGE: 20051230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEVITY HR INC CENTRAL INDEX KEY: 0001035185 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 650735612 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22701 FILM NUMBER: 051293229 BUSINESS ADDRESS: STREET 1: 600 301 BLVD W STREET 2: STE 202 CITY: BRADENTON STATE: FL ZIP: 34205 BUSINESS PHONE: 9417414300 MAIL ADDRESS: STREET 1: 600 301 BLVD W STREET 2: STE 202 CITY: BRADENTON STATE: FL ZIP: 34205 FORMER COMPANY: FORMER CONFORMED NAME: STAFF LEASING INC DATE OF NAME CHANGE: 19970306 8-K 1 g99019e8vk.htm GEVITY HR, INC. GEVITY HR, INC.
 

 
 
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
December 30, 2005 (December 23, 2005)
Date of report (Date of earliest event reported)
GEVITY HR, INC.
(Exact name of registrant as specified in charter)
         
Florida   0-22701   65-0735612
         
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
600 301 Boulevard West
Suite 202
Bradenton, Florida 34205
(Address of principal executive offices / Zip Code)
(941) 741-4300
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act. (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act. (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. (17 CFR 240.13e-4(c))
 
 

 


 

Item 1.01. Entry into a Material Definitive Agreement.
     On December 23, 2005, the Compensation Committee of the Board of Directors (the “Board”) of Gevity HR, Inc. (the “Company”), pursuant to unanimous written consent, approved an amendment to the Non-Employee Board of Directors compensation policy and plan (the “Amendment”). The Amendment provides that a non-employee member of the Board who initially joins the Board on or after January 1, 2005, will receive an immediately vested option (the “Initial Equity Incentive Award”) to purchase 10,000 shares of the Company’s common stock under the terms and conditions applicable to directors of the Company under any then current Company-sponsored equity incentive plan. The exercise price per share subject to the option is an amount equal to the closing price of the Company’s common stock on the date of award of the option (i.e., the effective date of such director’s election or appointment). Options under any such Initial Equity Incentive Award have a 10-year term. A director joining the Board on or after December 23, 2005, and receiving an Initial Equity Incentive Award will not be eligible to receive an annual equity award during his or her first year or partial year of service, as the case may be, until re-elected to the Board by the shareholders of the Company at the annual meeting of shareholders following the initial appointment of such new director.
     Following effectiveness of the Amendment, compensation payable to the Company’s non-employee directors, effective on the date hereof and until further changed, is as set forth on Exhibit 10.1 which is included for filing herewith.
Item 9.01 Financial Statements and Exhibits.
     (c) Exhibits.
         
Exhibit No.   Description
  10.1    
Compensation for Non-Employee Directors, as of December 30, 2005.
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.
         
  Date: December 30, 2005

GEVITY HR, INC.
 
 
  By:   /s/ Clifford M. Sladnick    
    Name:   Clifford M. Sladnick   
    Title:   Chief Administrative Officer   
 

 


 

EXHIBIT INDEX
         
Exhibit No.   Description
  10.1    
Compensation for Non-Employee Directors, as of December 30, 2005.

 

EX-10.1 2 g99019exv10w1.htm EX-10.1 COMPENSATION FOR NON-EMPLOYEE DIRECTORS EX-10.1 COMPENSATION FOR NON-EMPLOYEE DIRECTORS
 

EXHIBIT 10.1
COMPENSATION FOR NON-EMPLOYEE DIRECTORS
As of December 30, 2005
     As in effect on December 30, 2005 and until further changed, non-employee members of the Board of Directors of the Company are paid an annual fee of $25,000 plus reasonable travel expenses for attending Board and committee meetings. Each non-employee director also receives $1250 for attending each meeting of the Board or Board committee. In addition, committee chairs receive $3,000 per year for serving in such capacity, except that the chair of the audit committee receives $5,000 per year.
     On February 15, 2005, non-employee directors were each granted an option to purchase 6,952 shares of our common stock at an exercise price per share of $21.14, being the fair market value of our common stock on that date. Such options have a ten-year term, are all immediately exercisable and can be exercised by a director for a period of 90 days after he or she ceases to be a director. The number of shares subject to each such option was determined by dividing $60,000 by $8.63, which was determined under the Black-Scholes method to be the value of the options granted to our executive officers on the same date and at the same exercise price as those granted to the non-employee directors.
     Effective January 1, 2005, upon initial election or appointment to the Board, each non-employee director receives an option, which vests immediately, to purchase 10,000 shares of the Company’s common stock for a purchase price equal to the closing purchase price of the Company’s common stock on the date such option is awarded. The option, which has a 10-year term, is subject to the terms and conditions applicable to directors of the Company under any then current Company-sponsored equity incentive plan. In addition, following the initial grant of an option to purchase 10,000 shares, a non-employee director is eligible to receive an annual equity award under any then current Company-sponsored equity incentive plan but, as to directors joining the Board on or after December 23, 2005, only after his or her re-election to the Board by the shareholders of the Company at the annual meeting of shareholders following the initial appointment of such director.

 

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