<PAGE> 1
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 13, 2000
ADMINISTAFF, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 1-13998 76-0479645
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
</TABLE>
19001 CRESCENT SPRINGS DRIVE
KINGWOOD, TEXAS 77339
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (281) 358-8986
-------------------------------------------------------------------------------
Page 1
<PAGE> 2
Item 5. Other Events.
Stock Split
On September 13, 2000, Administaff, Inc. ( the "Company")
announced a two-for-one split of its common stock (the "Stock Split"). The Stock
Split will be effected in the form of a stock dividend and will entitle each
stockholder of record on September 25, 2000 to receive one share of common stock
for every share of the Company's common stock held on the record date. The Stock
Split will be payable on October 16, 2000. A copy of the press release
announcing the Stock Split is attached hereto as Exhibit 99.1.
Pursuant to the Rights Agreement dated as of February 4,
1998 between the Company and Computershare Investor Services LLC (successor to
Harris Trust and Savings Bank), as Rights Agent, there are certain preferred
stock purchase rights associated with the shares of common stock (the
"Rights"). The Rights are not currently exercisable and will not become
exercisable except upon certain events. As required by the Rights Agreement,
the Rights have been adjusted so that following the Stock Split, one-half of
one Right is associated with each share of common stock.
Additional Shares Registered as a Result of Stock Split
Pursuant to Rule 416(b) under the Securities Act of 1933, as
amended (the "Securities Act"), the number of shares of the Company's common
stock registered for sale under the Securities Act by the following Registration
Statements on Form S-8, which incorporate by reference this Report on Form 8-K,
will be deemed to be increased by the Stock Split to cover the additional shares
resulting from the application of the Stock Split to the registered shares of
the Company's common stock remaining unsold under such Registration Statements
as of the September 25, 2000 record date for the Stock Split:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Registration
Statement
Number Date Filed Name of Plan(s) Pre-Split Shares Registered
------ ---------- --------------- ---------------------------
333-34041 August 21, 1997 Administaff, Inc. 1997 882,165
Incentive Plan
333-36363 September 25, 1997 Administaff, Inc. 1997 200,000
Employee Stock
Purchase Plan
333-85151 August 13, 1999 Administaff, Inc. 1,200,000
Nonqualified Stock
Option Plan and
Administaff, Inc. 1997
Incentive Plan
(as amended)
</TABLE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is filed herewith:
*99.1 Press release of Administaff, Inc. dated September 14, 2000
with respect to a two-for-one split of its outstanding
common stock.
------------
* Previously filed
Page 2
<PAGE> 3
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.
ADMINISTAFF, INC.
By: /S/ JOHN H. SPURGIN, II
------------------------
John H. Spurgin, II
Vice President of Legal,
General Counsel and Secretary
Date: September 27, 2000
Page 3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C>
Exhibit Number Description
-------------- ------------
*99.1 Press Release dated September 14, 2000
</TABLE>
------
* Previously Filed
Page 4
