SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 5)
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 or organization) (I.R.S. Employer Identification No.)
19001 Crescent Springs Drive
Kingwood, Texas 77339-3802
(Address of principal executive offices) (Zip 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
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RIGHTS TO PURCHASE SERIES A JUNIOR NEW YORK STOCK EXCHANGE, INC.
PARTICIPATING PREFERRED STOCK
If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: not applicable.
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
This Amendment No. 5 hereby amends and restates the Registration Statement
on Form 8-A filed by Administaff, Inc. on February 5, 1998, as previously
amended (the "Registration Statement"), relating to the Rights to Purchase
Series A Junior Participating Preferred Stock. This Amendment No. 5 is being
filed to amend and restate Item 1 to the Registration Statement and to file as
an exhibit Amendment No. 2 to Amended and Restated Rights Agreement, dated as of
February 24, 2004.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On January 20, 1998, the Board of Directors of Administaff, Inc. (the
"Company") declared a dividend distribution of one preferred stock purchase
right (a "Right") for each outstanding share of common stock, par value $0.01
per share ("Common Stock"), of the Company. The distribution is payable on
February 9, 1998 (the "Record Date") to the stockholders of record on that date.
In October 2000, the Company effected a 2-for-1 split of the then outstanding
Common Stock, effected by means of a stock dividend (the "Stock Split") and, as
a result of the Stock Split, the number of Rights associated with each share of
Common Stock was adjusted to be one-half of one Right for each share of Common
Stock. Each Right entitles the registered holder thereof to purchase from the
Company one-hundredth of a share of Series A Junior Participating Preferred
Stock, par value $0.01 per share, of the Company (the "Preferred Stock") at a
price of $125, subject to adjustment. The following is a summary of the Rights;
the full description and terms of the Rights are set forth in an Amended and
Restated Rights Agreement (the "Rights Agreement") between the Company and
Mellon Investor Services LLC, as Rights Agent (the "Rights Agent").
Copies of the Rights Agreement and the Certificate of Designation are
available free of charge from the Company. This summary description of the
Rights and the Preferred Stock does not purport to be complete and is qualified
in its entirety by reference to all the provisions of the Rights Agreement and
the Certificate of Designation, including the definitions therein of certain
terms, which Rights Agreement and Certificate of Designation are incorporated
herein by reference.
Initially, the Rights will attach to all certificates representing
shares of outstanding Company Common Stock, and no separate Rights Certificates
will be distributed. The Rights will separate from the Company Common Stock and
the Distribution Date will occur upon the earlier of (i) 10 days following the
date of public announcement that a person or group of persons has become an
Acquiring Person (as hereinafter defined) or (ii) 10 business days (or such
later date as may be determined by action of the Board of Directors prior to the
time a person becomes an Acquiring Person) following the commencement of, or the
announcement of an intention to make, a tender offer or exchange offer upon
consummation of which the offeror would, if successful, become an Acquiring
Person (the earlier of such dates being called the "Distribution Date").
The term "Acquiring Person" means any person who or which, together
with all of its affiliates and associates, shall be the beneficial owner of 15%
or more of the outstanding Common Stock, but shall not include:
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(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 shares of Common Stock of
which the Sarvadi Stockholders are the Beneficial Owner exceeds 17% of the
shares of Common Stock then outstanding (the "Sarvadi Threshold");
(iii) Earnest Partners, LLC ("Earnest Partners"), provided that Earnest
Partners shall cease to be an Exempt Person if the shares of Common Stock of
which the Earnest Partners is the Beneficial Owner exceeds 20% of the shares of
Common Stock then outstanding (the "Earnest Threshold," and each of the Earnest
Threshold and Sarvadi Threshold, a "Threshold"); provided, however, that (a) if
during the term of this Agreement Earnest Partners sells, transfers or otherwise
disposes of any shares of Common Stock of which Earnest Partners is a Beneficial
Owner, the Earnest Threshold shall be reduced to that percentage of the Common
Stock of which Earnest Partners is a Beneficial Owner, determined immediately
after giving effect to such sale, transfer or other disposition, and (b) if the
Earnest Threshold is reduced during the term of this Agreement to less than 15%,
or if Earnest Partners modifies its Schedule 13G or files a Schedule 13D to
indicate an intent to effect a change in control or influence control of the
Company, then Earnest Partners shall no longer constitute an Exempt Person.
Solely as to the period prior to the entering into of Amendment No. 2 of this
Agreement, Earnest Partners shall not be deemed to be or to have become an
Acquiring Person for any purpose under this Agreement.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Stock. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Stock certificates issued after the Record Date, upon transfer or new
issuance of Common Stock, will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Stock, outstanding as of the Record Date, even without such notation or a
copy of this Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and such separate Rights Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on February 9, 2008 (the "Expiration Date").
The Purchase Price payable, and the number of one-hundredths of a share
of Preferred Stock or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent dilution (i)
in the event of a stock dividend on, or a
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subdivision, combination or reclassification of, the Preferred Stock, (ii) upon
the grant to holders of the Preferred Stock of certain rights or warrants to
subscribe for or purchase shares of Preferred Stock at a price, or securities
convertible into Preferred Stock with a conversion price, less than the then
current market price of the Preferred Stock or (iii) upon the distribution to
holders of the Preferred Stock of evidences of indebtedness or assets (excluding
regular periodic cash dividends paid or dividends payable in Preferred Stock) or
of subscription rights or warrants (other than those referred to in (ii) above).
The number of outstanding Rights and the number of one-hundredths of a
share of Preferred Stock issuable upon exercise of each Right are also subject
to adjustment in the event of a stock split of the Common Stock or a stock
dividend on the Common Stock payable in the Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.
In the event that following a Stock Acquisition Date (the date of
public announcement that an Acquiring Person has become such) the Company is
acquired in a merger or other business combination transaction or more than 50%
of its consolidated assets or earning power are sold, proper provision will be
made so that each holder of a Right will thereafter have the right to receive,
upon the exercise thereof at the then current exercise price of the Right, that
number of shares of common stock of the acquiring company which at the time of
such transaction will have a market value of two times the exercise price of the
Right (the "Flip-Over Right").
In the event that an Acquiring Person becomes the beneficial owner of
15% or more of the outstanding shares of Common Stock, proper provision shall be
made so that each holder of a Right (other than the Acquiring Person and its
affiliates and associates) will thereafter have the right to receive upon
exercise that number of shares of Common Stock (or, under certain circumstances,
cash, other equity securities or property of the Company) having a market value
equal to two times the Purchase Price of the Rights (the "Flip-In Right"). Upon
the occurrence of the foregoing event giving rise to the exercisability of the
Rights, any Rights that are or were at any time owned by an Acquiring Person
shall become void.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. Upon exercise of the Rights, no fractional shares of
Preferred Stock will be issued other than fractions which are integral multiples
of one-hundredth of a share of Preferred Stock; cash will be paid in lieu of
fractional shares of Preferred Stock that are not integral multiples of
one-hundredth of a share of Preferred Stock.
At any time prior to the earlier to occur of (i) 5:00 p.m., Houston,
Texas time on the 10th day after the Stock Acquisition Date or (ii) the
expiration of the Rights, the Company may redeem the Rights in whole, but not in
part, at a price of $0.01 per Right (the "Redemption Price"); provided, that (i)
if the Board of Directors authorizes redemption on or after the time a person
becomes an Acquiring Person, then such authorization must be by Board Approval
(as hereinafter defined) and (ii) the period for redemption may, upon Board
Approval, be extended by amending the Rights Agreement. The term "Board
Approval" means the approval of a majority of the directors of the Company.
Immediately upon any redemption of the Rights
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described in this paragraph, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors
without the consent of the holders of the Rights at any time and from time to
time provided that such amendment does not adversely affect the interests of the
holders of the Rights. In addition, during any time that the Rights are subject
to redemption, the terms of the Rights may be amended by Board Approval,
including an amendment that adversely affects the interests of the holders of
the Rights, without the consent of the holders of Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Preferred Stock (or other consideration).
DESCRIPTION OF PREFERRED STOCK
Each one-hundredth of a share of the Preferred Stock ("Preferred Share
Fraction") that may be acquired upon exercise of the Rights will be
nonredeemable and subordinate to any other shares of preferred stock that may be
issued by the Company.
Each Preferred Share Fraction will have a minimum preferential
quarterly dividend rate of $0.01 per Preferred Share Fraction but will, in any
event, be entitled to a dividend equal to the per share dividend declared on the
Company Common Stock.
In the event of liquidation, the holder of a Preferred Share Fraction
will receive a preferred liquidation payment equal to the greater of $0.01 per
Preferred Share Fraction or the per share amount paid in respect of a share of
Company Common Stock.
Each Preferred Share Fraction will have one vote, voting together with
the Company Common Stock. The holders of Preferred Share Fractions, voting as a
separate class, shall be entitled to elect two directors if dividends on the
Preferred Stock are in arrears for six fiscal quarters.
In the event of any merger, consolidation or other transaction in which
shares of Company Common Stock are exchanged, each Preferred Share Fraction will
be entitled to receive the per share amount paid in respect of each share of
Company Common Stock.
The rights of holders of the Preferred Stock to dividends, liquidation
and voting, and in the event of mergers and consolidations, are protected by
customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the economic value of one Preferred Share Fraction that may
be acquired upon the exercise of each Right should approximate the economic
value of one share of the Company's Common Stock.
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Additional information regarding the Amended and Restated Rights
Agreement is set forth in the Amended and Restated Rights Agreement, including
the summary thereof, which is filed as Exhibit 1 to Form 8-A/A filed on May 16,
2003 and incorporated herein by reference.
ITEM 2. EXHIBITS.
1. Amended and Restated Rights Agreement effective as of April
19, 2003 between Administaff, Inc. and Mellon Investor
Services LLC, as Rights Agent which includes the form of
Certificate of Designations of Series A Junior Participating
Preferred Stock setting forth the terms of the Preferred
Stock, as Exhibit A, the form of Right Certificate, as Exhibit
B and the Amended Summary of Rights to Purchase Preferred
Stock, as Exhibit C (incorporated by reference to Exhibit 1 to
the Registration Statement on Form 8-A/A filed with the
Commission on May 16, 2003).
2. Amendment No. 1 to Amended and Restated Rights Agreement
dated as of August 21, 2003 between Administaff, Inc. and
Mellon Investor Services LLC, as Rights Agent (incorporated
by reference to Exhibit 2 to the Registration Statement
on Form 8-A/A filed with the Commission on August 22, 2003).
3. Amendment No. 2 to Amended and Restated Rights Agreement dated
as of February 24, 2004 between Administaff, Inc. and Mellon
Investor Services LLC, as Rights Agent (incorporated by
reference to Exhibit 4.10 to Administaff, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 2003).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
ADMINISTAFF, INC.
Date: February 25, 2004 By: /s/ John H. Spurgin, II
---------------------------------
John H. Spurgin, II
Senior Vice President of Legal,
General Counsel and Secretary
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INDEX TO EXHIBITS
Exhibit
Number Description
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1. Amended and Restated Rights Agreement effective as of April
19, 2003 between Administaff, Inc. and Mellon Investor
Services LLC, as Rights Agent which includes the form of
Certificate of Designations of Series A Junior Participating
Preferred Stock setting forth the terms of the Preferred
Stock, as Exhibit A, the form of Right Certificate, as Exhibit
B and the Amended Summary of Rights to Purchase Preferred
Stock, as Exhibit C (incorporated by reference to Exhibit 1 to
the Registration Statement on Form 8-A/A filed with the
Commission on May 16, 2003).
2. Amendment No. 1 to Amended and Restated Rights Agreement dated
as of August 21, 2003 between Administaff, Inc. and Mellon
Investor Services LLC, as Rights Agent (incorporated by
reference to Exhibit 2 to the Registration Statement on Form
8-A/A filed with the Commission on August 22, 2003).
3. Amendment No. 2 to Amended and Restated Rights Agreement dated
as of February 24, 2004 between Administaff, Inc. and Mellon
Investor Services LLC, as Rights Agent (incorporated by
reference to Exhibit 4.10 to Administaff, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 2003).
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