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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
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 (I.R.S. Employer
or organization) Identification No.)
19001 CRESCENT SPRINGS DRIVE
KINGWOOD, TEXAS 77339-3802
(address of principal executive offices) (Zip Code)
(281) 358-8986
(Registrant's telephone number,
including area 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 New York Stock Exchange
Junior Participating
Preferred Stock
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK
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. 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 a
Stockholder Rights Agreement (the "Rights Agreement") between the Company and
Harris Trust and Savings Bank, 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 (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 Beneficial Ownership of the Sarvadi Stockholders exceeds 17% (the "Sarvadi
Threshold"), or (iii) American Express Travel Related Services Company
("AXTRSC"), its Affiliates and Associates (provided that, for purposes of this
sub-clause (iii) only, the terms Affiliate and Associate as used with respect
to AXTRSC shall not include certain non-employee directors of AXTRSC or its
affiliates to the extent such non-employee directors are acting for their own
account or for the account of, or investing the funds of, their respective
customers or clients or funds advised or distributed by them) (collectively,
the "AMEX Stockholders"), provided that the AMEX Stockholders shall cease to be
an Exempt Person if the shares of which the AMEX Stockholders are the
Beneficial Owner exceed 19.9% of the Common Stock determined on a Fully Diluted
Basis (as defined in the Rights Agreement) (the "AMEX Threshold"); provided,
however, that (A) if during the term of this Agreement the AMEX Stockholders
sell, transfer or otherwise dispose of any shares of Common Stock of which the
AMEX Stockholders are a Beneficial Owner, the AMEX Threshold shall be reduced
to the percentage of the Common Stock of which the AMEX Stockholders are a
Beneficial Owner, determined on a Fully Diluted Basis immediately after giving
effect to such sale, transfer or other disposition, such reduced percentage to
be subject to the rights of the AMEX Stockholders to exercise their rights, if
any, to purchase or acquire securities of the Company pursuant to Section 9 of
that certain Securities Purchase Agreement, dated as of
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January 27, 1998 ("AMEX Investment Agreement"), among the Company, its
subsidiaries and AXTRSC, and (B) if the AMEX Threshold is reduced during the
term of this Agreement to 15% or less and the AMEX Stockholders do not have the
right, pursuant to Section 9 of the AMEX Investment Agreement, to increase the
AMEX Threshold above 15%, then the AMEX Stockholders shall no longer constitute
an Exempt Person.
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 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.
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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 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.
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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.
Additional information regarding the Rights is set forth in the Rights
Agreement, including the summary thereof, which is filed herewith as Exhibit 1
and incorporated herein by reference.
ITEM 2. EXHIBITS
1. Rights Agreement dated as of February 4, 1998, between Administaff, Inc.
and Harris Trust and Savings Bank, as Rights Agent.
2. Certificate of Designations of Series A Junior Participating Preferred
Stock of Administaff, Inc. dated February 4, 1998.
3. Form of Right Certificate (attached as Exhibit B to the Rights Agreement
filed as Exhibit 1 hereto).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this
Registration Statement on Form 8-A to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: February 4, 1998
ADMINISTAFF, INC.
By: /s/ JOHN H. SPURGIN, II
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John H. Spurgin, II
Vice-President, General Counsel
and Secretary
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INDEX TO EXHIBITS
EXHIBIT
NUMBER
1. Rights Agreement dated as of February 4, 1998, between
Administaff, Inc. and Harris Trust and Savings Bank,
as Rights Agent.
2. Certificate of Designations of Series A Junior
Participating Preferred Stock of Administaff, Inc.
dated February 4, 1998.
3. Form of Right Certificate (attached as Exhibit B to the
Rights Agreement filed as Exhibit 1 hereto).
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