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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/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
----------------
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
AMENDMENTS TO RIGHTS AGREEMENT
On July 22, 1999, the Board of Directors of Administaff, Inc. (the
"Company") approved an amendment ("Amendment No. 3") to the Rights Agreement
(the "Rights Agreement") between the Company and Harris Trust and Savings Bank,
as Rights Agent (the "Rights Agent"), and on August 2, 1999, the Board of
Directors of the Company approved a second amendment ("Amendment No. 4") to the
Rights Agreement. Amendment No. 3 provided that the Gerhard Stockholders (as
defined in the Amendment) would continue to be an "Exempt Person" under the
Rights Agreement for the period up to and including August 2, 1999. Amendment
No. 4 amended the definition of "Exempt Person" under the Rights Agreement to
allow for the increased percentage ownership in the Company, subject to certain
limitations, of the Gerhard Stockholders.
The Amendments are filed herewith as Exhibit 1 and Exhibit 2, and are
incorporated herein by reference.
ITEM 2. EXHIBITS
1. Amendment No. 3 to Rights Agreement dated as of July 22, 1999, between
Administaff, Inc. and Harris Trust and Savings Bank, as Rights Agent.
2. Amendment No. 4 to Rights Agreement, dated as of August 2, 1999, between
Administaff, Inc. and Harris Trust and Savings Bank, as Rights Agent.
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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/A to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: August 9, 1999
ADMINISTAFF, INC.
By: /s/ John H. Spurgin, II
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John H. Spurgin, II
Vice President - Legal, General Counsel
and Secretary
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INDEX TO EXHIBITS
EXHIBIT
NUMBER
1. Amendment No. 3 to Rights Agreement dated as of July 22, 1999, between
Administaff, Inc. and Harris Trust and Savings Bank, as Rights Agent.
2. Amendment No. 4 to Rights Agreement, dated as of August 2, 1999, between
Administaff, Inc. and Harris Trust and Savings Bank, as Rights Agent.