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):
May 2, 2006
Administaff,
Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
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1-13998
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76-0479645
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
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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
May 3,
2006, stockholders of the Company approved the amendment and restatement of
the
Administaff, Inc. 2001 Incentive Plan (the “Plan”). This amendment and
restatement increases the number of shares of Common Stock reserved for issuance
under the Plan by 1.4 million; increases the per person award limits for Common
Stock to 200,000 shares, and for cash awards to $2.0 million; and provides
for
stock awards to non-employee directors.
Item
7.01. Regulation FD Disclosure
On
May 2,
2006 the Company received $25.7 million in deposits previously held by its
workers’ compensation insurance carrier, American International Group, Inc.
(“AIG”), related to its 2003-2004 and 2004-2005 policies. Under the Company’s
arrangement with AIG, a portion of monthly premiums is set aside to fund the
payment of claims, and any excess premiums funded into the program are returned
to Administaff subsequent to the end of the policy period.
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.
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ADMINISTAFF,
INC. |
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|
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| Date:
May 8, 2006 |
By: |
/s/ John H. Spurgin, II |
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John
H. Spurgin, II |
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Sr.
Vice
President, Legal, General Counsel and
Secretary |