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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1998.
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee required]
For the transition period from ______________ to ______________
Commission File No. 1-13998
Administaff, Inc.
(Exact name of registrant as specified in its charter)
Delaware 76-0479645
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
19001 Crescent Springs Drive
Kingwood, Texas 77339
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(Registrant's Telephone Number, Including Area Code): (281) 358-8986
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Number of shares outstanding of each of the issuer's classes of common
stock, as of May 4, 1998: 14,467,691 shares.
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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.
Administaff, Inc.
Date: July 22, 1998 By: /s/ Richard G. Rawson
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Richard G. Rawson
Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
Date: July 22, 1998 By: /s/ Samuel G. Larson
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Samuel G. Larson
Vice President, Finance
(Principal Accounting Officer)
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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3.1 Certificate of Designations of Series A Junior Participating
Preferred Stock of Administaff, Inc. dated February 4, 1998
(incorporated by reference to Exhibit 2 to the Registrant's Form
8-A filed on February 5, 1998).
4.1 Rights Agreement dated as of February 4, 1998 between Administaff,
Inc. and Harris Trust and Savings Bank as Rights Agent
(incorporated by reference to Exhibit 1 to the Registrant's Form
8-A filed on February 5, 1998).
4.2 Securities Purchase Agreement between Administaff, Inc. and
American Express Travel Related Services Company, Inc., dated
January 27, 1998 and the Letter Agreement between Administaff,
Inc. and American Express Travel Related Services Company, Inc.,
dated March 10, 1998 amending the Securities Purchase Agreement.
4.3 Registration Rights Agreement between Administaff, Inc. and
American Express Travel Related Services Company, Inc., dated
March 10, 1998.
4.4 Warrant Agreement between Administaff, Inc. and American Express
Travel Related Services Company, Inc., dated March 10, 1998.
4.5 Warrant Certificate No. 1, evidencing that American Express Travel
Related Services Company, Inc. is the registered holder of 400,000
warrants to purchase 400,000 shares of the common stock of
Administaff, Inc.
4.6 Warrant Certificate No. 2, evidencing that American Express Travel
Related Services Company, Inc. is the registered holder of 400,000
warrants to purchase 400,000 shares of the common stock of
Administaff, Inc.
4.7 Warrant Certificate No. 3, evidencing that American Express Travel
Related Services Company, Inc. is the registered holder of 400,000
warrants to purchase 400,000 shares of the common stock of
Administaff, Inc.
4.8 Warrant Certificate No. 4, evidencing that American Express Travel
Related Services Company, Inc. is the registered holder of 400,000
warrants to purchase 400,000 shares of the common stock of
Administaff, Inc.
4.9 Warrant Certificate No. 5, evidencing that American Express Travel
Related Services Company, Inc. is the registered holder of 465,515
warrants to purchase 465,515 shares of the common stock of
Administaff, Inc.
**10.1 Marketing Agreement between American Express Travel Related
Services Company, Inc., Administaff, Inc., and Administaff of
Texas, Inc. dated March 10, 1998.
27 Financial Data Schedule.
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** Filed Herewith