UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (date of earliest event reported): February
18, 2005
Administaff,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
1-13998 |
76-0479645 |
(State
or other jurisdiction of |
(Commission |
(I.R.S.
Employer |
incorporation) |
File
Number) |
Identification
No.) |
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
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2 below):
o Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under The Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under The Exchange Act (17 CFR 240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement
On
February 18, 2005, the compensation committee of the board of directors approved
accelerating the vesting of all remaining unvested common stock options. The
vesting of approximately 1,104,000 common stock options with a weighted average
exercise price of $9.16 was accelerated, which will result in the company
recognizing additional stock-based compensation expense of $790,000 in the first
quarter of 2005. The primary purpose of the accelerated vesting is to eliminate
future compensation expense the company would otherwise recognize in its income
statement with respect to these accelerated options subsequent to the July 1,
2005 effective date of FASB Statement No. 123(R) (“FASB 123(R)”). The estimated
maximum future expense that is eliminated is approximately $5.9 million,
including $823,000 in the second half of 2005. Therefore, the total stock-based
compensation expense in 2005, including amounts related to the recently
announced restricted stock awards, will approximate $1.0 million and $2.2
million in the first quarter and full year, respectively.
The
following table sets forth additional information with respect to the
accelerated options.
|
Name |
Number
of shares issuable
under accelerated options |
Weighted
average exercise
price |
|
Paul
J. Sarvadi
Chairman
of the
Board and Chief
Executive Officer |
109,000 |
$9.80 |
|
Richard
G. Rawson
President |
81,000 |
$9.75 |
|
A.
Steve Arizpe
Executive
Vice
President of Client
Services and Chief
Operating
Officer |
82,000 |
$9.77 |
|
Jay
E. Mincks
Executive
Vice
President of Sales
and Marketing |
70,000 |
$9.67 |
|
John
H. Spurgin, II
Senior
Vice President
of Legal,
General Counsel and
Secretary |
56,000 |
$9.84 |
|
All
other employees |
706,000 |
$8.83 |
|
Total |
1,104,000 |
$9.16 |
Modification
of option vesting terms, under fixed accounting, results in immediate
recognition of compensation expense equal to the difference between the common
stock market price and the option exercise price, at the date of modification,
for those options that would have otherwise cancelled absent the acceleration.
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 hereunto
duly authorized.
| |
|
|
| |
ADMINISTAFF,
INC. |
|
|
|
|
By: |
/s/ John H. Spurgin,
II |
| |
John H. Spurgin, II |
| |
Sr. Vice President, Legal, General
Counsel and Secretary |
Date:
February 25, 2005