<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 1997
REGISTRATION NO. 333-
================================================================================
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)
<TABLE>
<S> <C>
DELAWARE 76-0479645
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
19001 CRESCENT SPRINGS DRIVE
KINGWOOD, TEXAS 77339-3802
(Address, including zip code, of Principal Executive Offices)
ADMINISTAFF, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
JOHN H. SPURGIN, II
ADMINISTAFF, INC.
19001 CRESCENT SPRINGS DRIVE
KINGWOOD, TEXAS 77339-3802
(281) 358-8986
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------------
copy to:
G. MICHAEL O'LEARY
ANDREWS & KURTH L.L.P.
4200 TEXAS COMMERCE TOWER
600 TRAVIS
HOUSTON, TEXAS 77002
(713) 220-4200
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TO BE OFFERING PRICE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) FEE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, $0.01 per share 200,000 $23 7/8 $4,775,000.00 $1,446.97
============================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based upon the average of the high and low
prices per share for September 22, 1997 on the New York Stock Exchange
as reported in The Wall Street Journal on September 23, 1997.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Administaff, Inc. (the "Company") hereby incorporates by reference the
following documents listed below. In addition, all documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") (prior to the filing of a
post-effective amendment which indicates that all the securities offered have
been sold or which deregisters all securities then remaining unsold) shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part thereof from the date of filing of such documents.
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the Quarters
ended March 31, 1997 and June 30, 1997.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (No. 13998) filed with the
Commission on October 6, 1995 pursuant to Section 12 of the Exchange Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The information required by Item 4 is not applicable to this
Registration Statement since the class of securities to be offered is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The information required by Item 5 is not applicable to this
Registration Statement.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed
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<PAGE> 3
to the best interests of the corporation, except that no indemnification may be
made in respect of any claim, issue or matter as to which such person shall
have been made to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights
to which the indemnified party may be entitled; that indemnification provided
for by Section 145 shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such person's heirs,
executors and administrators; and empowers the corporation to purchase and
maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such whether or not the corporation
would have the power to indemnify him against such liabilities under Section
145.
Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit.
Article Eleventh of the Company's Certification of Incorporation
states that:
No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty by such director as a director; provided, however, that this Article
Eleventh shall not eliminate or limit the liability of a director to the extent
provided by applicable law (i) for any breach of the director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the General Corporation Law of the State of Delaware
or (iv) for any transaction from which the director derived an improper
personal benefit. No amendment to or repeal of this Article Eleventh shall
apply to, or have any effect on, the liability or alleged liability of any
director of the Corporation for or with respect to any facts or omissions of
such director occurring prior to such amendment or repeal. If the General
Corporation Law of the State of Delaware is amended to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of a director of the Corporation shall be eliminated or
limited to the fullest extent permitted by the General Corporation Law of the
State of Delaware, as so amended.
In addition, Article VI of the Company's Bylaws further provides that
the Company shall indemnify its officers, directors and employees to the
fullest extent permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The information required by Item 7 is not applicable to this
Registration Statement since the class of securities to be offered is
registered under Section 12 of the Exchange Act.
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<PAGE> 4
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
23.1 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included in signature page).
99.1 Administaff, Inc. 1997 Employee Stock Purchase Plan.
</TABLE>
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Company pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is
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<PAGE> 5
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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<PAGE> 6
SIGNATURES
The Registrant. 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 the 22nd
day of September, 1997.
ADMINISTAFF, INC.
By: /S/ RICHARD G. RAWSON
--------------------------------------------
Richard G. Rawson
Executive Vice President of Administration,
Chief Financial Officer and Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Administaff, Inc. (the "Company"), hereby constitutes and
appoints Paul J. Sarvadi and Richard G. Rawson, or either of them (with full
power to each of them to act alone), his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute and file
this Registration Statement under the Securities Act of 1933, as amended, and
any or all amendments (including, without limitation, post- effective
amendments), with all exhibits and any and all documents required to be filed
with respect thereto, with the Securities and Exchange Commission or any
regulatory authority, granting unto such attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he himself might
or could do, if personally present, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 22nd day of September, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/S/ PAUL J. SARVADI President, Chief Executive Officer
- -------------------------------------- and Director (Principal Executive Officer)
Paul J. Sarvadi
/S/ RICHARD G. RAWSON Executive Vice President of Administration,
- -------------------------------------- Chief Financial Officer, Treasurer and Director
Richard G. Rawson (Principal Financial Officer)
/S/ SAMUEL G. LARSON Vice President of Finance and Controller
- -------------------------------------- (Principal Accounting Officer)
Samuel G. Larson
</TABLE>
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<PAGE> 7
<TABLE>
<S> <C>
/S/ GERALD M. MCINTOSH Senior Vice President of Research and Development
- -------------------------------------- and Director
Gerald M. McIntosh
/S/ SCOTT C. HENSEL Director
- --------------------------------------
Scott C. Hensel
/S/ LINDA FAYNE LEVINSON Director
- --------------------------------------
Linda Fayne Levinson
/S/ PAUL S. LATTANZIO Director
- --------------------------------------
Paul S. Lattanzio
/S/ JACK M. FIELDS, JR. Director
- --------------------------------------
Jack M. Fields, Jr.
</TABLE>
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<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
23.1 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included in signature page).
99.1 Administaff, Inc. 1997 Employee Stock Purchase Plan.
</TABLE>
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<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Administaff, Inc. 1997 Employee Stock Purchase
Plan of our report dated February 21, 1997, with respect to the consolidated
financial statements of Administaff, Inc. included in its Annual Report (Form
10-K) for the year ended December 31, 1996, filed with the Securities and
Exchange Commission.
/S/ ERNST & YOUNG LLP
Houston, Texas
September 24, 1997
<PAGE> 1
EXHIBIT 99.1
ADMINISTAFF, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
Administaff, Inc. hereby establishes the Administaff, Inc.
1997 Employee Stock Purchase Plan (the "Plan"), the terms of which are as set
forth below.
1. Definitions.
As used in the Plan the following terms shall have the
meanings set forth below:
(a) "Account" means a brokerage account established on
behalf of a Participant pursuant to the terms of the Plan.
(b) "Board" means the Board of Directors of the Company.
(c) "Committee" means the Compensation Committee of the
Board.
(d) "Common Stock" means the common stock, $0.01 par
value, of Administaff, Inc.
(e) "Company" means Administaff, Inc., a Delaware
corporation, or any successor.
(f) "Effective Date" means the effective date of the S-8
Registration Statement covering the shares of Common Stock subject to
the Plan.
(g) "Eligible Compensation" means, with respect to a
Participant, the total cash compensation paid to the Participant by
the Participating Companies each pay period during a Purchase Period,
including any elective salary deferral contributions made therefrom
pursuant to Code Sections 125, 129 or 401(k).
(h) "Eligible Employee" means an employee of a
Participating Company, including any officer of the Company; provided,
however, a worksite employee shall not be eligible to participate in
this Plan unless such worksite employee is in a covered group of work
site employees as designated by his Participating Company.
(i) "Enrollment Date" means the later of (i) the
Effective Date or (ii) the date an Eligible Employee's election to
participate (enrollment agreement) becomes effective.
(j) "Participant" means an Eligible Employee who has
elected to participate in the Plan by filing an enrollment agreement
with the Company.
<PAGE> 2
(k) "Participating Companies" means the Company,
Administaff of Texas, Inc. and Administaff Companies, Inc. In
addition, the Committee, in its sole discretion may from time to time
designate any other Subsidiaries as a Participating Company.
(l) "Purchase Period" means each calendar month during
the term of the Plan, commencing on the Plan's Effective Date.
(m) "Purchase Date" means the date or dates during the
15-day period following each Purchase Period on which shares of Common
Stock shall be purchased by the Recordkeeper with the Accounts
existing as of the end of such Purchase Period.
(n) "Recordkeeper" means the brokerage firm or other
person engaged by the Company to maintain the Accounts and purchase
shares of Common Stock on the open market pursuant to the Plan.
(o) "Subsidiary" means any corporation, domestic or
foreign, of which the Company owns, directly or indirectly, not less
than 50% of the total combined voting power of all classes of stock or
other equity interests and that otherwise qualifies as a "subsidiary
corporation" within the meaning of Section 424(f) of the Code or any
successor thereto.
2. Purpose of the Plan.
(a) The purpose of the Plan is to provide an incentive
for present and future employees of the Participating Companies to acquire a
proprietary interest (or increase an existing proprietary interest) in the
Company through the purchase of shares of Common Stock on the open market. No
shares of Common Stock shall be issued or sold by the Company pursuant to the
Plan.
(b) All expenses of administering the Plan, other than
brokerage commissions and taxes incurred in conjunction with the purchase of
shares of Common Stock by the Recordkeeper for an Account, shall be paid by the
Participating Companies.
3. Administration of the Plan.
(a) The Plan shall be administered by the Committee. The
Committee shall have authority to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to the Plan, to correct any defect or
rectify any omission in this Plan or to reconcile any inconsistency in this
Plan, and to make all other determinations necessary or advisable for the
administration of the Plan, all of which actions and determinations shall be
final, conclusive and binding on all persons. The act or determination of a
majority of the members of the Committee shall be deemed to be the act or
determination of the Committee.
(b) The Committee may request advice or assistance or
employ such other persons as it in its discretion deems necessary or
appropriate for the proper administration of the
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<PAGE> 3
Plan, including, but not limited to employing a brokerage firm, bank or other
financial institution to assist in the purchase of shares, delivery of reports
or other administrative aspects of the Plan.
4. Eligibility to Participate in the Plan.
Each Eligible Employee who is employed by a Participating
Company on an Enrollment Date shall be eligible to participate in the Plan for
the Purchase Periods beginning on and after that Enrollment Date, subject to
the provisions below.
5. Purchase Periods.
The Plan shall consist of consecutive Purchase Periods
beginning on the Effective Date and continuing thereafter until the Plan is
terminated.
6. Election to Participate in the Plan.
(a) Each Eligible Employee may elect to participate in
the Plan by completing an enrollment agreement in the form provided by the
Company and filing such enrollment agreement with the Company on or prior to
the applicable Enrollment Date, unless another time for filing the enrollment
form is set by the Committee with respect to a given Purchase Period.
(b) Payroll deductions for a Participant shall commence
on the first payroll date following the Participant's Enrollment Date and shall
continue until (i) changed or terminated by the Participant as provided below,
(ii) the termination of the Plan, or (iii) the Participant ceases to be an
Eligible Employee, whichever occurs first.
7. Payroll Deductions.
(a) All Participant contributions pursuant to the Plan
shall be made only by payroll deductions. At the time a Participant files the
enrollment agreement, the Participant shall authorize payroll deductions to be
made on each payroll date that is subsequent to the Participant's Enrollment
Date in a designated whole percentage (i.e., 1%, 2%, 3%, etc.) of the
Participant's Eligible Compensation.
(b) All payroll deductions made for a Participant by a
Participating Company shall be deposited in a brokerage account established
with the Recordkeeper for the Participant. No interest shall accrue or be
credited with respect to the payroll deductions of a Participant credited to an
Account under the Plan. A Participant may not make any additional payments
into such Account.
(c) Except as provided below, a Participant may change
his payroll deduction election only on an April 1 or October 1.
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<PAGE> 4
8. Purchase of Shares.
Following the end of each Purchase Period, the Participants'
Accounts shall be applied automatically by the Recordkeeper to purchase in the
open market the maximum number of shares of Common Stock that may be purchased
with the accumulated payroll deduction in the Participants' Accounts. Each
Participant's Account shall be allocated each Purchase Period its pro rata
share (whole and fractional shares) of the total number of shares purchased for
such Purchase Period. If any cash amount remains in a Participant's Account,
such amount will continue to be held in his Account and applied to the purchase
of shares of Common Stock for the following Purchase Period(s), except as
provided below. A Participant shall have all of the rights and privileges of a
stockholder of the Company with respect to the whole (but not fractional)
shares of Common Stock allocated to the Participant's Account.
9. Withdrawal; Termination of Employment.
(a) A Participant may stop all, but not less than all, of
the payroll deductions to the Participant's Account at any future time by
giving prior written notice to the Participating Company. Payroll deductions
will not resume on behalf of a Participant unless a new enrollment agreement is
delivered to the Company directing the Participating Company to resume payroll
deductions, but in no event may such a withdrawing Participant resume
participation in the Plan before the April 1 or October 1 next following the
effective date of his withdrawal, whichever occurs first.
(b) In the event a Participant ceases to be an Eligible
Employee for any reason, his payroll deductions will automatically stop and the
amounts then credited to the Participant's Account will be applied to purchase
shares under the Plan at the end of such Purchase Period as provided in Section
8 above. The value of any fractional share allocated to the Participant's
Account and any cash not applied to the purchase of shares pursuant to Section
8 above shall be returned (in cash) to the Participant.
10. Transferability.
Accounts under the Plan are not transferable by a Participant.
11. Reports.
Individual Accounts will be maintained for each Participant in
the Plan. Statements of Accounts will be given to Participants following each
Purchase Period, which will set forth the amounts of payroll deductions, the
per share purchase price, the number of shares purchased and the remaining cash
balance, if any.
12. Amendment and Termination of the Plan.
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<PAGE> 5
The Board, in its discretion, may at any time, or from time to
time, amend the Plan in any respect and may terminate the Plan.
13. Notices.
All notices or other communications by a Participant to the
Participating Company under or in connection with the Plan shall be deemed to
have been duly given when received in the form specified by the Participating
Company at the location, or by the person, designated by the Participating
Company for the receipt thereof.
14. Withholding of Taxes
A Participating Company may make such provisions as it deems
appropriate for withholding from a Participant's Eligible Compensation such
amounts as the Participating Company determines it is required to withhold in
connection to all tax laws with the purchase of any Common Stock pursuant to
the Plan.
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