FORM 8-K

-----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, EPG64ZL5m6XRdHId99wxsKOtlSaT+Yc95+A/QO/LjpKORSY1cm59L1/+0I9QvSah j3qx0gNWfvF2e5vscOc/Dw== 0000950144-09-001915.txt : 20090305 0000950144-09-001915.hdr.sgml : 20090305 20090305172934 ACCESSION NUMBER: 0000950144-09-001915 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20090305 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090305 DATE AS OF CHANGE: 20090305 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: 09659882 BUSINESS ADDRESS: STREET 1: 9000 TOWN CENTER PARKWAY CITY: BRADENTON STATE: FL ZIP: 34202 BUSINESS PHONE: 9417414300 MAIL ADDRESS: STREET 1: 9000 TOWN CENTER PARKWAY CITY: BRADENTON STATE: FL ZIP: 34202 FORMER COMPANY: FORMER CONFORMED NAME: STAFF LEASING INC DATE OF NAME CHANGE: 19970306 8-K 1 g17967e8vk.htm FORM 8-K FORM 8-K

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: March 5, 2009

GEVITY HR, INC.

(Exact name of registrant as specified in charter)


Florida	0-22701	65-0735612
(State of incorporation)	(Commission File Number)	(IRS Employer
		Identification No.)

9000 Town Center Parkway
Bradenton, Florida 34202
(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)

þ		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))

TABLE OF CONTENTS


Item 8.01 Other Events
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.1
EX-99.2
EX-99.3
EX-99.4
EX-99.5
EX-99.6
EX-99.7
EX-99.8

Item 8.01 Other Events.

On March 5, 2009, Gevity HR, Inc. (“Gevity”) issued a press release announcing the execution of a definitive merger agreement (the “Merger Agreement”) pursuant to which Gevity will be acquired by TriNet Group, Inc. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On March 4, 2009 Gevity’s board of directors declared a dividend of $0.05 per share on outstanding shares of common stock, payable on April 30, 2009 to holders of Gevity’s common stock of record on April 16, 2009. In addition, Gevity’s board of directors has postponed the 2009 annual meeting of shareholders that had been scheduled for May 20, 2009 due to Gevity’s entry into the Merger Agreement.

On March 5, 2009, Gevity distributed the communications attached hereto as Exhibit 99.2, Exhibit 99.3, Exhibit 99.4, Exhibit 99.5, Exhibit 99.6, Exhibit 99.7 and Exhibit 99.8, which are incorporated herein by reference.

Additional Information and Where to Find it

In connection with the proposed merger and required shareholder approval, Gevity will file a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GEVITY AND THE MERGER. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, the documents filed by Gevity with the SEC may be obtained free of charge by contacting Gevity at Gevity HR, Inc., Attn: Investor Relations, 9000 Town Center Parkway, Bradenton, Florida 34202, Telephone: 1-800-243-8489, extension 4034. Our filings with the SEC are also available on our website at www.gevity.com.

Participants in the Solicitation

Gevity and its officers and directors may be deemed to be participants in the solicitation of proxies from Gevity’s shareholders with respect to the merger. Information about Gevity’s officers and directors and their ownership of Gevity’s common shares is set forth in the proxy statement for Gevity’s 2008 Annual Meeting of Shareholders, which was filed with the SEC on April 17, 2008. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of Gevity and its respective officers and directors in the merger by reading the preliminary and definitive proxy statements regarding the merger, which will be filed with the SEC.

Item 9.01 Financial Statements and Exhibits.

(d)		Exhibit 99.1 — Press Release dated March 5, 2009.

		Exhibit 99.2 — Email to Employees from Michael Lavington

		Exhibit 99.3 — Form of Client Email from Michael Lavington

		Exhibit 99.4 — Form of Email to Prospects

		Exhibit 99.5 — Form of Outbound Call Script

		Exhibit 99.6 — Client Frequently Asked Questions

		Exhibit 99.7 — Employee Frequently Asked Questions

		Exhibit 99.8 — Form Letter to Clients

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 thereunto duly authorized.


	GEVITY HR, INC. (Registrant)

Dated: March 5, 2009	By :	/s/ Edwin E. Hightower, Jr

	Name:	Edwin E. Hightower, Jr.
	Title:	Senior Vice President and Chief Legal Officer

EXHIBIT INDEX

Exhibit 99.1 — Press Release dated March 5, 2009.

Exhibit 99.2 — Email to Employees from Michael Lavington

Exhibit 99.3 — Form of Client Email from Michael Lavington

Exhibit 99.4 — Form of Email to Prospects

Exhibit 99.5 — Form of Outbound Call Script

Exhibit 99.6 — Client Frequently Asked Questions

Exhibit 99.7 — Employee Frequently Asked Questions

Exhibit 99.8 — Form Letter to Clients

EX-99.1 2 g17967exv99w1.htm EX-99.1 EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT:
Michael D. Mulholland
Vice President-Financial Planning, Corporate Development and Investor Relations
1.800.2GEVITY (1.800.243.8489), x3007
mike.mulholland@gevity.com

GEVITY ANNOUNCES PROPOSED MERGER WITH TRINET

BRADENTON, FL, March 5, 2009 – Gevity (NASDAQ: GVHR), a leading professional employer organization (PEO) that provides HR services to businesses nationwide, today announced that it has entered into a definitive merger agreement with TriNet Group, Inc. pursuant to which TriNet would acquire all of the outstanding common stock of Gevity in an all-cash transaction valued at $4.00 per share, which represents a premium of approximately 97% over the stock’s closing price on March 4, 2009. The transaction is expected to close in the second quarter of 2009 and is subject to the approval of Gevity’s shareholders, customary regulatory approvals and other closing conditions. Following the closing, the combined companies will be privately held and will operate under the leadership of TriNet president and CEO Burton M. Goldfield.

TriNet Group, Inc., headquartered in the San Francisco Bay Area, is a privately held provider of human resource outsourcing services for small business. TriNet’s largest shareholder, General Atlantic, LLC, a global growth equity firm, also owns approximately 9.5% of Gevity’s outstanding common stock.

ValueAct Capital Management, LP, which is Gevity’s largest shareholder and is also represented on Gevity’s board, has agreed to vote its shares in favor of the recommended merger transaction.

Gevity’s Chairman and Chief Executive Officer, Michael J. Lavington, commented that “The Company’s board of directors has concluded a lengthy evaluation of numerous strategic alternatives to enhance shareholder value and has concluded that joining forces with TriNet is in the best interests of our shareholders. We believe the new organization created by this merger will build upon the complimentary strengths of both companies to provide superior value for our clients, employees and all stakeholders.”

Credit Suisse Securities (USA) LLC is acting as Gevity’s financial advisor and King & Spalding LLP is acting as Gevity’s legal advisor.

Declaration of 33^rd Consecutive Dividend

Gevity also announced today that its board of directors declared a cash dividend of $0.05 per share of common stock payable on April 30, 2009 to shareholders of record on April 16, 2009.

-more-

Postponement of Annual Meeting

In connection with the proposed merger transaction, the Annual Meeting of Shareholders has been postponed from May 20, 2009 until a date to be determined by the board of directors.

About Gevity

As a leading provider of HR solutions, Gevity helps small businesses nationwide maximize performance through its world-class HR expertise and services — including payroll, benefits, administrative processing, risk management, policies and procedures, new hire support, performance management, and employee development and retention. For more information, visit gevity.com.

A copy of this press release is also available online at gevity.com > newsroom & events.

Additional Information and Where to Find it

Participants in the Solicitation

Pursuant to the Private Securities Litigation Reform Act of 1995, the Company is hereby providing cautionary statements to identify important factors that could cause the Company’s actual results to differ materially from forward-looking statements contained in, or implied by, this news release. Forward-looking statements are those that express expectations, beliefs, plans, objectives, assumptions or future events or performance that are not historical facts. Such statements are often expressed through the use of words or phrases such as “will result,” “are expected to,” “anticipated,” “plans,” “intends,” “will continue,” “estimated,” “projection,” “preliminary,” “forecast” and similar expressions. The results or events contemplated by forward-looking statements are affected by known and unknown risks that may cause the actual results of the Company to differ materially from any future results expressed or implied by such forward-looking statements. Many of these risks are beyond the ability of the Company to control or to predict, such as risks relating to the following: to the Company’s guidance, including the challenges to achieve its growth strategy, the completion of the merger, obtaining new client employees, while passing on increased pricing for its services, including professional service fees, retaining clients through annual benefit enrollment, the Company’s dependence on technology services, the adequacy of the Company’s insurance-related loss reserves, the availability of insurance coverage for workers’ compensation and medical benefits, damage due to hurricanes and other

-more-

natural disasters, risks inherent in the Company’s acquisition strategy and its ability to successfully assimilate acquired entities, the Company’s dependence on third-party technology licenses, the Company’s dependence on key personnel, qualified service consultants and sales associates, fluctuations in the Company’s quarterly results, variability in health insurance claims, state unemployment tax rates and workers’ compensation rates, liabilities resulting from the Company’s co-employment relationship with its clients, credit risks associated with the Company’s large clients, short- termination provisions in the Company’s professional services agreements, financial related concerns at clients which result in fewer employees or a termination of the relationship, the Company’s geographic market concentration, collateral requirements of the Company’s insurance programs, the ability of AIG, parent company of AIG Commercial Insurance, to continue as a going concern, regulatory compliance, the ultimate impact of the current economic environment, the liquidity of the financial markets, Internet and related data security risks, potential liabilities as a consequence of potentially being deemed an “employer” under ERISA and other tax regulations as well as other civil liabilities, challenges to expansion due to varying state regulatory requirements and competition. These and other factors are described in the Company’s filings with the Securities and Exchange Commission, including under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report on Form 10-K. Any forward-looking statement speaks only as of the date on which such statement is made and the reader should not place undue reliance on any forward-looking statement. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

###

EX-99.2 3 g17967exv99w2.htm EX-99.2 EX-99.2

Exhibit 99.2

[FORM OF EMAIL TO COLLEAGUES]

Dear Colleagues,

I am pleased to announce that this morning we have signed a definitive merger agreement with TriNet Group, Inc., pursuant to which TriNet would acquire 100% of the outstanding common stock of Gevity. The transaction is expected to close by the second quarter of 2009, subject to various regulatory approvals and the approval of our shareholders during a special meeting. Following the effective date, the resulting company will be privately held.

Our Board of Directors has concluded a lengthy evaluation of numerous strategic alternatives to enhance shareholder value and has concluded that joining forces with TriNet is in the best interest of the company and our shareholders. We believe the new organization created by this merger will build upon the strengths of both companies and provide superior value for our clients, colleagues and all stakeholders.

The combination of two experienced and well-respected HR outsourcing industry leaders represents an excellent blend of vision, mission and purpose – and a combined 45 years at the forefront of the professional employer organization (PEO) industry. As this proposed transaction proceeds, I know you will bring the same client focus, innovative spirit, technical excellence and integrity that define Gevity as a company.

I truly believe that in the long run, this proposed transaction will generate exciting new possibilities for our colleagues and clients. TriNet has expressed enthusiasm for what Gevity colleagues have accomplished, and genuinely looks forward to a long-lasting and enduring partnership.

We expect the transaction will take several weeks to close. During the pre-closing period, both companies will continue to operate independently. It is important, therefore, to stay focused on the tasks at-hand and not to be distracted by the integration process.

Please join me today, March 5, 2009, for further discussion regarding this exciting news. Further information is attached in the client and colleague FAQ documents, and moving forward, we will work with TriNet to develop integration plans. We intend to keep you apprised of key developments.

I would ask you to coordinate with your manager to attend one of the 30-minute sessions below (we strongly encourage Field Offices to call in as a team). For Bradenton colleagues, these sessions will be held in the Frederick Taylor Training Room (as seating is limited, we ask that you dial in to the call from conference rooms and offices as available):


9:00 am ET		Client-facing Bradenton colleagues have priority
11:30 am ET		Additional Bradenton colleagues & West Coast

To access the call, dial XXX.XXX.XXX and enter code XXXXXX.

NOTE: Members of the Field Sales & Service Teams also will be required to attend a conference call at 10 am or 1 pm (West Coast). Look for an additional email invite for those meetings via Outlook.

Thank you for your patience and continued dedication. I look forward to talking with you.

Warm regards,
Michael Lavington

Additional Information and Where to Find it

MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GEVITY AND THE MERGER. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, the documents filed by Gevity with the SEC may be obtained free of charge by contacting Gevity at Gevity HR, Inc., Attn: Investor Relations, 9000 Town Center Parkway, Bradenton, Florida 34202, Telephone: 1-800-243-8489, extension 4034. Our filings with the SEC are also available on our website at gevity.com.

Participants in the Solicitation

EX-99.3 4 g17967exv99w3.htm EX-99.3 EX-99.3

Exhibit 99.3

[FORM OF CLIENT EMAIL]

Subject: Gevity Announces Proposed Merger With TriNet

Dear [Notice Contact]:

Today, Gevity announced that it has entered into a definitive merger agreement with TriNet Group Inc., pursuant to which TriNet would acquire all of the outstanding common stock of Gevity in an all-cash transaction. This transaction is expected to close in the second quarter of 2009 and is subject to the approval of approval of Gevity’s shareholders, regulatory approvals and other customary closing conditions. Following the closing, the combined companies will be privately held.

Gevity and TriNet are committed to making this transition virtually transparent to you and your employees. To that end, we will not be making any changes as a result of today’s announcement — your pricing, health insurance carrier, workers’ compensation coverage and 401(k) provider will remain the same. The phone and fax numbers you use to contact Gevity have not changed. You will still report your payroll in the same way you do today. Your HR Consultant (HRC) and Service Center representatives remain committed to bringing you the highest quality service.

Who is TriNet?

TriNet is an industry leader, with strong financial backing and a commitment to the Professional Employer Organization (PEO) model. Combined, TriNet and Gevity represent more than 45 years at the forefront of the PEO industry. We believe that the potential combination of our two experienced and well-respected companies represents an excellent blend of vision, mission and purpose.

Until the proposed transaction closes, each company will continue to operate independently. We intend to keep you informed during the pre-closing period. Additional information can be found in our press release, which is available at gevity.com, and in the FAQ document available via Gevity OnLine™ > Company Bulletin.

As always, we appreciate the opportunity to serve you and look forward to continuing our business partner relationship. If you have any questions, please call your HRC or our Service Center at 1.800.2GEVITY (1.800.243.8489).

Sincerely,

Michael Lavington
Chairman and CEO

Additional Information and Where to Find it

Participants in the Solicitation

EX-99.4 5 g17967exv99w4.htm EX-99.4 EX-99.4

Exhibit 99.4

[FORM OF EMAIL TO PROSPECTS]

Subject: Gevity Announces Proposed Merger With TriNet

Dear [Prospect Name]

Today, Gevity announced that we have entered into a definitive merger agreement with TriNet Group, Inc. TriNet is a privately held provider of human resources services for small to medium sized businesses. TriNet’s largest shareholder, General Atlantic, LLC, a global growth equity firm, also owns approximately 9.5% of Gevity’s outstanding common stock. We believe the new organization created by this merger will build upon the complimentary strengths of both companies to provide superior value for our clients.

This announcement has no impact on the terms of the pricing proposal we have developed for your business.

This proposed transaction, subject to regulatory and shareholder approval, is expected to be completed in the second quarter of 2009. In the meantime, both companies will continue to operate their businesses independently. Our commitment to client service remains our highest priority.

I look forward to building a relationship with you and your business. We intend to keep you informed about the positive impact this announcement may have on your business.

Additional information about the transaction can be found in our press release, which can be accessed at gevity.com. Should you have any questions, do not hesitate to contact me at XXX.XXX.XXXX or via email colleague.name@gevity.com.

Sincerely,

[BDM Name]
[Contact Information]

Additional Information and Where to Find it

Participants in the Solicitation

EX-99.5 6 g17967exv99w5.htm EX-99.5 EX-99.5

Exhibit 99.5

[FORM OF OUTBOUND CALL SCRIPT]

Out bound call talking points: Please use these talking points during your outbound client outreach campaign. Please refer to the Client FAQ for additional information, available via Gevity OnLine™ > Company Bulletin. If a client should present questions that you are uncomfortable answering, Field Service colleagues should contact your GM or Julie Clement, Service Center colleagues should contact your manager or Jonathan Hubley.

If a client should ask for additional information regarding TriNet, please direct them to the company’s website — trinet.com.

Remember, the tone of this call is and informative and reassuring. The transaction will have no immediate impact on Gevity or the services our clients receive. This merger will build upon the strengths of both companies to provide unparalleled HR services and an integrated PEO solution for our valued clients.

Hello this is with Gevity. May I please speak with [contact name].

Good morning, {contact name}. Today, Gevity and TriNet announced the signing of a definitive agreement for TriNet to acquire Gevity, which, if approved, would create the largest truly end-to-end HR solutions provider in the country. If you have a moment, I would like to talk with you briefly about this transaction.

	•		First, let me assure you that there is no disruption of service for you and your employees. Client service remains our number one priority.

	•		As such, our goal is to make this transition virtually transparent to you and your employees.

	•		As a result of today’s announcement, your pricing, health benefits carrier, workers’ compensation coverage and 401(k) provider will remain the same.

	•		The phone and fax numbers you have used to contact Gevity will not change. You will continue to report your payroll to Gevity through the same process you use today.

	•		Your Gevity HR Consultant remains your primary point of contact, and will communicate with you regularly during this transition period.

	•		As we move forward in this transition, be assured that together, Gevity and TriNet account for more than 45 years of Professional Employer Organization, or PEO, experience, which speaks to our commitment to the industry.

	•		In the future, you and our other clients will have access to an even wider array of HR services including advanced HR technology.

	•		We will be following up with you in the weeks to come to share details about the positive impact this announcement may have on your business.

	•		More information can be found at gevity.com.

	•		Do you have any further questions I can answer?

	o		Yes? [listen to question, consult FAQ for answer. If not found, follow up with Hubley and give timeframe for response/answer]

	o		No? If you should you have any questions or concerns, do not hesitate to reach out to your HR Consultant or call your Service Team here. We appreciate your business and thank you for the opportunity to serve you.

•

Have a great day.

Additional Information and Where to Find it

Participants in the Solicitation

EX-99.6 7 g17967exv99w6.htm EX-99.6 EX-99.6

Exhibit 99.6

[FORM OF CLIENT FAQ]


*Client FAQ*
service		payroll
benefits & 401(k)
risk management		general

service

Q: What does this proposed transaction mean to me as a client?

A: TriNet and Gevity with a combined 45 years at the forefront of the PEO industry are committed to the PEO business, and we do not anticipate immediate changes to your experience as a result of this proposed transaction. Our commitment to client service remains our highest priority. Client pricing, health benefits, workers’ compensation coverage and 401(k) providers will not change as a result of the transaction. The phone and fax numbers you have used to contact Gevity remain unchanged. You will still report payroll using the same process currently implemented. Gevity HR Consultants (HRCs) and the Service Center representatives will continue to provide the same level of service throughout the transition.

Q: Who will service my account and my employees?

A: We do not anticipate any changes to the current service model – including OnCall™ Service Center representatives, OnSite™ HR Consultant and OnLine™ tools and self-service delivery methods.

Q: When will this proposed transaction occur?

A: The transaction is expected to close by the end of the second quarter 2009.

payroll

Q: Will I need to report payroll differently or fax/call someone else with my payroll information? If I need to make changes on payroll, whom do I contact?

A: You will continue using your current payroll reporting method. Continue using the current fax and call numbers. Your contacts also will remain the same.

Q: Will there be any disruption to employee direct deposits?

A: No.

Q: How will our payroll be delivered?

A: Your payroll delivery and service remains unchanged.

1-5

Q: Will my employees need to change their benefits carriers (medical, dental and/or supplemental)? Will my employees be receiving new identification cards?

A: No. The coverage plan you have today will remain in effect through the end of the current plan year. Your employees’ identification cards are active through the end of the current plan year. As is our practice, changes to benefits plans will be made during the Annual Benefits Enrollment (ABE) period.

Q: Will my benefits plan year change?

A: The benefits plan year remains the same. You will receive additional information regarding your benefits as part of Annual Benefits Enrollment.

Q: What will happen to our 401(k) program?

A: If you have elected to participate in the 401(k) program through Transamerica, your current 401(k) plan will remain intact.

Q: Will our 401(k) deductions continue?

A: Yes.

Q: Will the 401(k) investment fund choices change?

A: No changes in 401K investment fund choices are currently contemplated as a result of the transaction

Q: Who do I contact with questions regarding my 401(k) account?

A: Plan participants will continue to contact the Service Center at 1.800.2GEVITY (1.800.243.8489).

Q: Gevity currently processes employee payroll deductions for my company’s 401(k) plan. Will this continue after the proposed transaction?

A: Yes.

2-5

Q: I currently maintain my own workers’ compensation insurance policy and am not covered for workers’ compensation through Gevity. Will this change?

A: No changes are currently contemplated as a result of the proposed transaction.

3-5

Q: Will my fees increase as a result of the proposed transaction?

A: No fee changes are currently anticipated as a result of the proposed transaction.

Q: Will I have to sign a new professional services agreement (PSA) as a result of the proposed transaction?

A: No.

Q: Will my workers’ compensation, FUTA, SUTA or FICA rates be affected?

A: No. We do not currently anticipate rate changes as a result of the proposed transaction.

Q: I currently have other insurance policies that are facilitated by Gevity, for example, my Employment Practices Liability Insurance (EPLI). What happens to that coverage?

A: We do not anticipate any coverage level, rate or carrier as a result of the proposed transaction.

Should you have any additional questions, please call your Gevity HR Consultant or our Service Center representatives at 1.800.2GEVITY (1.800.243.8489).

Additional Information and Where to Find it

4-5

Telephone: 1-800-243-8489, extension 4034. Our filings with the SEC are also available on our website at gevity.com.

Participants in the Solicitation

5-5

EX-99.7 8 g17967exv99w7.htm EX-99.7 EX-99.7

Exhibit 99.7

[FORM OF COLLEAUGE FAQ]

Colleague FAQ

With the exciting announcement regarding the proposed TriNet/Gevity merger, it is understandable that you will have many questions. Between now and the anticipated early June closing date, we intend to work proactively with TriNet on our transition and integrations plans. Until closing occurs, we must remain focused on running our business independently and providing continued high levels of service to our clients. We will provide additional information as appropriate and thank you for your patience and continued dedication.

Q: As a colleague, what immediate changes should I expect following this announcement?

A: Initially, we do not anticipate any changes. During the pre-closing period, both companies will continue to operate independently. Our focus will remain on delivering the highest quality of service to our valued clients.

Q: What will occur over the next few weeks to complete this transaction?

A: The Gevity Board of Directors has approved this proposed transaction. Over the next few weeks, we will also need to obtain approval from our shareholders and from state and federal regulatory agencies. Approval from our shareholders will be sought at a special shareholders meeting that we anticipate will be held in May or June. Following this meeting, and assuming we obtain shareholder and other regulatory approvals, we would anticipate the transaction will be completed by the end of the second quarter of 2009.

Q: Who is TriNet?

A: TriNet Group, Inc., headquartered in San Leandro, California, is a privately held provider of human resource outsourcing services for small and mid-sized companies. TriNet’s largest shareholder, General Atlantic Service Company, LLC, owns approximately 9.5% of Gevity’s outstanding common stock. Based on information provided by TriNet, they have achieved more than 74% cumulative revenue growth over the past three years, and is known for its advanced technology, strategic human capital expertise, and commitment to customer success.

1-6

Q: Why is this proposed transaction good for me as a Gevity colleague?

A: We believe the proposed transaction presents tremendous potential opportunities for Gevity, for our clients and for you — our valued colleagues. TriNet is a leader in HR Outsourcing providing integrated PEO solutions to small and medium sized business in the US and Canada. This merger is a continuation of our vision for improving our value-added services and supporting our customers’ continued growth and success. We intend to remain focused on delivering on our plan and remaining committed to delivering the highest level of service to our clients.

Q: Will Gevity’s home office continue to be located in Bradenton?

A: We do not anticipate any changes to our current Bradenton location in the immediate future.

Q: What about our field office locations?

A: At this point, no changes are planned. Each office will continue to operate normally.

Q: Will there be a change to my current base salary, PTO or health and welfare benefits?

A: No changes are planned at this time.

Q: I am currently enrolled in the Employee Stock Purchase Plan (ESPP). Will my deductions continue?

A: No. All new payroll deductions will cease on the date the proposed merger agreement is signed. Any amounts previously deducted during the current offering period will be treated as follows: The last business day before the effective time of the merger will be treated as the end of the offering period and upon such day, each option to purchase shares of common stock under the ESPP will be automatically exercised, subject to completion of the merger, unless you have withdrawn from the offer period. Any remaining cash in your account after the exercise of the option to purchase shares under the ESPP will be distributed to you as soon as practical after the effective time of the merger.

Q: How will this proposed transaction affect the current sales and service processes?

A: There will be no changes to the day-to-day sales and service processes during the pre-closing period.

Q: When will we be getting more information about how this proposed transaction may affect us?

A: We believe that it is vitally important that we have the right team in place to best meet the needs of the new combined organization. It is premature to discuss specific personnel issues until after closing of the transaction, but an

integration team with members from both companies will be established to define and deliver the best business practices and capture the anticipated synergies of the combined company.

TriNet is committed to working with Gevity colleagues for the success of the newly combined organization.

Q: How are we notifying our clients, vendors, and other partners regarding this proposed transaction?

A: Communications are already underway — clients will be notified of the merger by the RVP, GM and HRC in addition to a letter from Mike Lavington. We are also implementing an outbound calling effort to ensure our clients know about the merger and have the opportunity to ask additional questions. FAQ documents have also been created to address potential concerns and provide assurances that we are committed to a seamless transition. These are also posted to Gevity OnLine™ > Company Bulletin for your reference.

Q: Are there any planned events that will be cancelled as a result of this proposed transaction?

A: All planned events will continue as scheduled.

Q: I have been working on a special project, should I suspend those activities?

A: No. Again, it is important to continue to work on your assigned duties. Talk to your manager if you have any questions regarding projects. Stay focused on the tasks at-hand, and as directed by your manager.

Q: How will we receive future updates?

A: We intend to provide you with on-going communications, as available, during this transition period. This will occur through colleague announcements, meetings and additional FAQ updates. Gevity’s press release and all future announcements will be posted to Gevity OnLine™. We encourage you to direct any further questions to your manager or Internal Human Resources.

Additional Information and Where to Find it

with the SEC at the SEC’s web site at www.sec.gov. In addition, the documents filed by Gevity with the SEC may be obtained free of charge by contacting Gevity at Gevity HR, Inc., Attn: Investor Relations, 9000 Town Center Parkway, Bradenton, Florida 34202, Telephone: 1-800-243-8489, extension 4034. Our filings with the SEC are also available on our website at gevity.com.

Participants in the Solicitation

EX-99.8 9 g17967exv99w8.htm EX-99.8 EX-99.8

Exhibit 99.8

[FORM OF LETTER TO CLIENTS]


		Streamline HR administration

		Optimize HR practices

		Maximize people and performance

GEVITY ANNOUNCES PROPOSED MERGER WITH TRINET

Dear [Notice Contact]:

Today, Gevity announced that it has entered into a definitive merger agreement with TriNet Group Inc., pursuant to which TriNet would acquire all of the outstanding common stock of Gevity in an all-cash transaction. This transaction is expected to close in the second quarter of 2009 and is subject to the approval of Gevity’s shareholders, regulatory approvals and other customary closing conditions. Following the closing, the combined companies will be privately held.

Who is TriNet?

Until the proposed transaction closes, each company will continue to operate independently. We are committed to keeping you informed and will be communicating with you regularly throughout the pre-closing period. Additional information can be found in our press release, which is available at gevity.com, and in the enclosed FAQ document.

Sincerely,

/s/ Michael Lavington
Michael Lavington
Chairman and CEO

Bradenton Office • 9000 Town Center Parkway • Bradenton, Florida 34202 • tel 1.800.2GEVITY (1.800.243.8489) • gevity.com

Additional Information and Where to Find it

Participants in the Solicitation

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Table of Contents

Table of Contents

Table of Contents