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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>As filed with the Securities and Exchange Commission on February&nbsp;12, 2007</B>
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 6pt"><B>Registration No.&nbsp;333-</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</DIV>


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM S-8</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>ADMINISTAFF, INC.</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
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<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B><BR>
(State or other jurisdiction of <BR>
incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>76-0479645</B><BR>
(I.R.S. Employer<BR>
Identification No.)</TD>
</TR>
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</TABLE>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>19001 Crescent Springs Drive<BR>
Kingwood, Texas 77339-3802</B><BR>
(Address of principal executive offices and zip code)
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>ADMINISTAFF, INC. 2001 INCENTIVE PLAN</B><BR>
(Full title of the plan)
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>John H. Spurgin, II<BR>
Senior Vice President, Legal, General Counsel and Secretary<BR>
Administaff, Inc.<BR>
19001 Crescent Springs Drive<BR>
Kingwood, Texas 77339-3802<BR>
(281)&nbsp;358-8986</B><BR>
(Name, address and telephone number, including area code, of agent for service)
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt">copy to:
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Kelly B. Rose<BR>
Baker Botts L.L.P.<BR>
910 Louisiana<BR>
Houston, Texas 77002<BR>
(713)&nbsp;229-1796</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>CALCULATION OF REGISTRATION FEE</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
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    <TD width="1%"></TD>
    <TD width="52%"></TD>
    <TD width="1%"></TD><!-- VRule -->
    <TD width="1%"></TD>
    <TD width="10%"></TD>
    <TD width="1%"></TD><!-- VRule -->
    <TD width="1%"></TD>
    <TD width="10%"></TD>
    <TD width="1%"></TD><!-- VRule -->
    <TD width="1%"></TD>
    <TD width="10%"></TD>
    <TD width="1%"></TD><!-- VRule -->
    <TD width="1%"></TD>
    <TD width="10%"></TD>
    <TD width="1%"></TD>
</TR>

<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="15" style="border-bottom: 3px double #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Proposed</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Proposed</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Amount</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>maximum</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>maximum</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Amount of</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>to be</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>offering price</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>aggregate</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>registration</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center"><B>Title of securities to be registered</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>registered (2)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>per share (1)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>offering price (1)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>fee (3)</B></TD>
    <TD width="1%">&nbsp;</TD>
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                    <TD style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common stock, par value $.01 per share (2)(3)</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 2px solid #000000">1,400,000&nbsp;shares</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 2px solid #000000">$42.89</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 2px solid #000000">$60,046,000</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 2px solid #000000">$6,425</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="15" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>

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</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)
under the Securities Act of 1933, as amended, based on the average of the high and low prices
of the common stock of Administaff, Inc. reported on the New York Stock Exchange Composite
Tape on February&nbsp;5, 2007.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Pursuant to Rule&nbsp;416 under the Securities Act of 1933, as amended, this Registration
Statement shall also include such additional indeterminate number of shares of common stock as
may become issuable under the Administaff, Inc. 2001 Incentive Plan as a result of stock
splits, stock dividends or similar transactions.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Includes associated preferred stock purchase rights. No separate consideration is payable
for the preferred stock purchase rights. Therefore, the registration fee for such securities
is included in the registration fee for the common stock.</TD>
</TR>

</TABLE>
</DIV>

<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>





<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">








<DIV align="center" style="font-size: 10pt; margin-top: 12pt">PART I
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>EXPLANATORY NOTE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement on Form S-8 registers an additional 1,400,000 shares of common
stock (the &#147;Additional Shares&#148;) of Administaff, Inc. (the &#147;Company&#148;). Of the Additional Shares to
be registered pursuant to this Registration Statement, 1,226,000 have been reserved for issuance
pursuant to the Administaff, Inc. 2001 Incentive Plan, as amended and restated as of February&nbsp;24,
2006 (the &#147;Plan&#148;). Pursuant to General Instruction E of Form S-8 under the Securities Act of 1933,
as amended (the &#147;Securities Act&#148;), the contents of the Registration Statement on Form S-8 of the
Company (No.&nbsp;333-66344) (the &#147;Previous S-8&#148;), relating to the Plan are incorporated by reference
into this Registration Statement. The Board of Directors of the Company recommended for approval
and, on May&nbsp;3, 2006, the stockholders approved an amendment to the Plan that increased the number
of shares available for issuance under the Plan from 1,500,000 to 2,900,000.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement also registers the reoffer and resale, as permitted by Form S-8
General Instruction C and Rule&nbsp;429 of the Securities Act, of up to 174,000 shares of common stock
of the Company which shares have been issued under the Plan prior to the filing of this
Registration Statement to certain current employees and non-employee directors named in this
Registration Statement (the &#147;Selling Stockholders&#148;). These shares of common stock may be
considered &#147;restricted securities&#148; as defined in General Instruction C(1) to Form S-8.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement contains two parts. The first part constitutes a &#147;reoffer&#148;
prospectus prepared in accordance with Part&nbsp;I of Form S-3 pursuant to General Instruction C of Form
S-8. The second part contains information required in this Registration Statement pursuant to Part
II of Form S-8.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->1<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>ADMINISTAFF, INC.<BR>
REOFFER PROSPECTUS<BR>
174,000 SHARES OF COMMON STOCK</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This reoffer prospectus covers 174,000 shares of common stock, $0.01 par value of Administaff,
Inc. This prospectus relates to the reoffer and resale of shares of common stock that have been
acquired pursuant to the Plan by certain employees and non-employee directors. We will not receive
any proceeds from these sales.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Selling Stockholders described in this prospectus may reoffer and resell the shares from
time to time. The shares may be offered at prevailing market prices, at prices related to such
prevailing market prices, at negotiated prices, or at fixed prices. See &#147;<I>Plan of Distribution</I>.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is listed on the New York Stock Exchange under the symbol &#147;ASF.&#148; On February
9, 2007, the last reported sales price of the common stock on the New York Stock Exchange was
$43.08 per share.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>Investing in our common stock involves risks. Please carefully consider the &#147;Risk<BR>
Factors&#148; beginning on Page 4 of this prospectus.</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Neither the Securities and Exchange Commission nor any state securities commission has<BR>
approved or disapproved of these securities or determined if this prospectus is truthful or<BR>
complete. Any representation to the contrary is a criminal offense.</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>The date of this prospectus is February&nbsp;12, 2007</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The mailing address of our principal executive offices is 19001 Crescent Springs Drive,
Kingwood, Texas 77339, and our telephone number is 281-358-8986.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->2<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>TABLE OF CONTENTS</B>
</DIV>

<DIV align="left">
<!-- TOC -->
</DIV>
<DIV align="left">
<A name="tocpage"></A>
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="90%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>
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<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#101">OUR BUSINESS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">3</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#102">RISK FACTORS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#103">USE OF PROCEEDS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">8</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#104">SELLING STOCKHOLDERS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">8</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#105">PLAN OF DISTRIBUTION</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">9</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#106">LEGAL MATTERS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">10</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#107">INFORMATION INCORPORATED BY REFERENCE</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">10</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#108">WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">11</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="h43498exv5.htm">Opinion of Baker Botts L.L.P.</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="h43498exv23w2.htm">Consent of Ernst & Young LLP</A></FONT></TD></TR>
</TABLE>
</DIV>

<DIV align="left">
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</DIV>
<DIV align="left">
<A name="101"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>OUR BUSINESS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Administaff, Inc. is a professional employer organization (&#147;PEO&#148;) that provides a
comprehensive Personnel Management System<SUP style="font-size: 85%; vertical-align: text-top">SM</SUP> encompassing a broad range of services,
including benefits and payroll administration, health and workers&#146; compensation insurance programs,
personnel records management, employer liability management, employee recruiting and selection,
employee performance management and employee training and development services to small and
medium-sized businesses in strategically selected markets. We were organized as a corporation in
1986 and have provided PEO services since inception. In 2003, we formed Administaff Retirement
Services, LP, which currently performs recordkeeping services for defined contribution plans. In
December&nbsp;2005, we acquired HRTools.com, an online portal for human resource products, services and
information, as well as small business software applications related to job descriptions,
performance reviews, and personnel policies and procedures. Unless otherwise indicated,
&#147;Administaff,&#148; &#147;we,&#148; &#147;our&#148; and &#147;us&#148; are used in this prospectus to refer to the businesses of
Administaff, Inc. and its consolidated subsidiaries.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our principal executive offices are located at 19001 Crescent Springs Drive, Kingwood, Texas
77339. Our telephone number at that address is (281)&nbsp;358-8986 and Administaff&#146;s Web site address is
http://www.administaff.com. Our stock is traded on the New York Stock Exchange under the symbol
&#147;ASF.&#148; Periodic SEC filings, including our annual reports on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K, and if applicable, amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available
through our Web site free of charge as soon as reasonably practicable after such material is
electronically filed with, or furnished to, the SEC.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Personnel Management System is designed to improve the productivity and profitability of
small and medium-sized businesses. It relieves business owners and key executives of many
employer-related administrative and regulatory burdens, which enables them to focus on the core
competencies of their businesses. It also promotes employee performance through human resource
management techniques that improve employee satisfaction. We provide the Personnel Management
System by entering into a Client Service Agreement (&#147;CSA&#148;), which establishes a three-party
relationship whereby we and our client act as co-employers of the employees who work at the
client&#146;s location (&#147;worksite employees&#148;). Under the CSA, we assume responsibility for personnel
administration and compliance with most employment-related governmental regulations, while the
client retains the employees&#146; services in its business and remains the employer for various other
purposes. We charge a comprehensive service fee (&#147;comprehensive service fee&#148; or &#147;gross billing&#148;),
which is invoiced concurrently with the processing of payroll for the worksite employees of the
client. The comprehensive service fee consists of the payroll of our worksite employees and a
markup computed as a percentage of the payroll cost of the worksite employees.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We accomplish the objectives of the Personnel Management System through a High Touch/High Tech
approach to service delivery. In advisory areas, such as recruiting, employee performance
management and employee training, we employ a high touch approach designed to ensure that our
clients receive the personal attention and expertise needed to create a customized human resources
solution. For transactional processing, we employ a high tech approach that provides secure,
convenient information exchange among Administaff, our clients and our worksite employees, creating
efficiencies for all parties. The primary component of the high tech portion of our strategy is the
Employee Service Center (&#147;ESC&#148;). The ESC is our Web-based interactive PEO service delivery
platform, which is designed to provide automated, personalized PEO services to our clients and
worksite employees.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of December&nbsp;31, 2006, we had 41 sales offices in 22 markets. We paid an average of 104,325
worksite employees in the fourth quarter of 2006. Our long-term strategy is to operate
approximately 90 sales offices located in 40 strategically selected markets. We opened three new
sales offices and entered one new market in 2006. We intend to open eight new sales offices,
including two new markets, in 2007.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our national expansion strategy also includes regionalized data processing for payroll and
benefits transactions and localized face-to-face human resources service. As of December&nbsp;31, 2006,
we have four service centers, which when fully staffed will provide the capacity to serve
approximately 160,000 worksite employees. In addition, we have human resources and client service
personnel located in a majority of our 22 sales markets.
</DIV>
<DIV align="left">
<A name="102"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>RISK FACTORS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Risks Related to Our Business:</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Liability for Worksite Employee Payroll and Benefits Costs</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under the CSA, we become a co-employer of worksite employees and assume the obligations to pay
the salaries, wages and related benefits costs and payroll taxes of such worksite employees. We
assume such obligations as a principal, not as an agent of the client. Our obligations include
responsibility for:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>payment of the salaries and wages for work performed by worksite employees,
regardless of whether the client timely pays us the associated service fee; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>providing benefits to worksite employees even if our costs to provide such
benefits exceed the fees the client pays us.</TD>
</TR>

</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">If a client does not pay us, or if the costs of benefits we provide to worksite employees exceed
the fees a client pays us, our ultimate liability for worksite employee payroll and benefits costs
could have a material adverse effect on our financial condition or results of operations.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Increases in Health Insurance Premiums</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Maintaining health insurance plans that cover worksite employees is a significant part of our
business. Our primary health insurance contract expires on December&nbsp;31, 2007, and automatically
renews each year, subject to cancellation by either party upon 180&nbsp;days notice.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Health insurance premiums are in part determined by our claims experience and comprise a
significant portion of our direct costs. We employ extensive risk management procedures in an
attempt to control our claims incidence and structure our benefits contracts to provide as much
cost stability as possible. However, if we experience a sudden and unexpected large increase in
claim activity, our health insurance costs could increase. Contractual arrangements with our
clients limit our ability to incorporate such increases into service fees, which could result in a
delay before such increases could be reflected in service fees. As a result, such increases could
have a material adverse effect on our financial condition or results of operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We provide health insurance coverage to our worksite employees through a national network of
carriers including UnitedHealthcare (&#147;United&#148;), Cigna Healthcare, PacifiCare, Kaiser Permanente,
Blue Cross and Blue
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Shield of Georgia, Blue Shield of California, Hawaii Medical Service Association and Tufts,
all of which provide fully insured policies or service contracts.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The policy with United, which was first obtained in January&nbsp;2002, provides the majority of our
health insurance coverage. As a result of certain contractual terms, we have accounted for this
plan since its inception using a partially self-funded insurance accounting model. Accordingly, we
record the costs of the United Plan, including an estimate of the incurred claims, taxes and
administrative fees (collectively the &#147;Plan Costs&#148;), as benefits expense in the Consolidated
Statements of Operations. The estimated incurred claims are based upon: (i)&nbsp;the level of claims
processed during the quarter; (ii)&nbsp;recent claim development patterns under the plan, to estimate a
completion date; and (iii)&nbsp;the number of participants in the plan. Each reporting period, changes
in the estimated ultimate costs resulting from claim trends, plan design and migration, participant
demographics and other factors are incorporated into the benefits costs.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additionally, since the plan&#146;s inception in January&nbsp;2002, under the terms of the contract,
United establishes cash funding rates 90&nbsp;days in advance of the beginning of a reporting quarter.
If the Plan Costs for a reporting quarter are greater than the cash funded to United, a deficit in
the plan would be incurred and we would accrue a liability for the excess costs on our Consolidated
Balance Sheet. On the other hand, if the Plan Costs for the reporting quarter are less than the
cash funded to United, a surplus in the plan would be incurred and we would record an asset for the
excess premiums on our Consolidated Balance Sheet. The terms of the arrangement require us to
maintain an accumulated cash surplus in the plan of $11&nbsp;million, which is reported as long-term
prepaid insurance. As of December&nbsp;31, 2006, Plan Costs were less than the net cash funded to
United by $15.3&nbsp;million. As this amount is in excess of the agreed-upon $11&nbsp;million surplus
maintenance level, the $4.3&nbsp;million balance is included in prepaid insurance, a current asset, on
our Consolidated Balance Sheet.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Increases in Workers&#146; Compensation Costs</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 2003, facing continued capital constraints and a series of downgrades from various rating
agencies, our former workers&#146; compensation insurance carrier for the two-year period ending
September&nbsp;2003, Lumbermens Mutual Casualty Company, a unit of Kemper Insurance Companies
(&#147;Kemper&#148;), made the decision to substantially cease underwriting operations and voluntarily
entered into &#147;run-off.&#148; A &#147;run-off&#148; is the professional management of an insurance company&#146;s
discontinued, distressed or nonrenewed lines of insurance and associated liabilities outside of a
judicial proceeding. In the event the run-off process is not successful and Kemper is forced into
bankruptcy or a similar proceeding, most states have established guaranty funds to pay remaining
claims. However, the guarantee associations in some states, including Texas, have asserted that
state law returns the liability for open claims under such policies to the insured, as we
experienced when another former insurance carrier, Reliance National Indemnity Co., declared
bankruptcy in 2001. In that case, the Texas state guaranty association asserted that it was
entitled to full reimbursement from us for workers&#146; compensation benefits paid by the association.
Although we settled that dispute within the limits of insurance coverage we had secured to cover
potential claims returned to us related to the Reliance policies, if one or more states were to
assert that liability for open claims with Kemper should be returned to us, we may be required to
make a payment to the state covering estimated claims attributable to us. Any such payment would
reduce net income, which may have a material adverse effect on net income in the reported period.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The current workers&#146; compensation contract with American International Group, Inc. (&#147;AIG&#148;)
expires on September&nbsp;30, 2007. In the event we are unable to secure replacement contracts on
competitive terms, significant disruption to our business could occur.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our workers&#146; compensation coverage (the &#147;AIG Program&#148;) is currently provided through selected
member insurance companies of AIG. Under our arrangement with AIG, we bear the economic burden for
the first $1&nbsp;million layer of claims per occurrence. AIG bears the economic burden for all claims
in excess of such first $1&nbsp;million layer. The AIG Program is a fully insured policy whereby AIG
has the responsibility to pay all claims incurred under the policy regardless of whether we satisfy
our responsibilities.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Because we bear the economic burden of the first $1&nbsp;million layer of claims per occurrence,
such claims, which are the primary component of our workers&#146; compensation costs, are recorded in
the period incurred. Workers compensation insurance includes ongoing healthcare and indemnity
coverage whereby claims are paid over numerous years following the date of injury. Accordingly,
the accrual of related incurred costs in each reporting period includes estimates, which take into
account the ongoing development of claims and therefore requires a significant level of judgment.
Our management estimates our workers&#146; compensation costs by applying an aggregate loss development
rate to worksite employee payroll levels.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We employ a third party actuary to estimate our loss development rate, which is primarily
based upon the nature of worksite employees&#146; job responsibilities, the location of worksite
employees, the historical frequency and severity of workers&#146; compensation claims, and an estimate
of future cost trends. Each reporting period, changes in the actuarial assumptions resulting from
changes in actual claims experience and other trends are incorporated into the Company&#146;s workers&#146;
compensation claims cost estimates. During the years ended December&nbsp;31, 2006 and 2005, Administaff
reduced accrued workers&#146; compensation costs by $6.4&nbsp;million and $4.6&nbsp;million, respectively, for
changes in estimated losses and tax surcharges related to prior reporting periods. Workers&#146;
compensation cost estimates are discounted to present value at a rate based upon the U.S. Treasury
rates that correspond with the weighted average estimated claim payout period (the average discount
rate utilized in 2006 and 2005 was 4.8% and 3.9%, respectively), and are accreted over the
estimated claim payment period and included as a component of direct costs in our Consolidated
Statements of Operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In conjunction with entering into the AIG Program, we formed a wholly owned captive insurance
subsidiary (the &#147;Captive&#148;). We recognize the Captive as an insurance company for federal income tax
purposes, with respect to our consolidated federal income tax return. In the event the Internal
Revenue Service (&#147;IRS&#148;) were to determine that the Captive does not qualify as an insurance
company, we could be required to make accelerated income tax payments to the IRS that we otherwise
would have deferred until future periods.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Increases in Unemployment Tax Rates</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We record our state unemployment tax expense based on taxable wages and tax rates assigned by
each state. State unemployment tax rates vary by state and are determined, in part, based on prior
years&#146; compensation experience in each state. Should our claim experience increase, our
unemployment tax rates could increase. In addition, states have the ability under law to increase
unemployment tax rates to cover deficiencies in the unemployment tax fund. Some states have
implemented retroactive cost increases. Contractual arrangements with our clients limit our
ability to incorporate such increases into service fees, which could result in a delay before such
increases could be reflected in service fees. As a result, such increases could have a material
adverse effect on our financial condition or results of operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In December&nbsp;2001, as a result of a 2001 corporate reorganization, we filed for a transfer of
our reserve account with the Employment Development Department of the State of California (&#147;EDD&#148;).
The EDD approved our request for transfer of our reserve account in May&nbsp;2002, and notified us of
our new contribution rates based upon the approved transfer. In December&nbsp;2003, we received a
Notice of Duplicate Accounts and Notification of Assessment (&#147;Notice&#148;) from the EDD. The Notice
stated that the EDD was collapsing the accounts of Administaff&#146;s subsidiaries into the account of
the entity with the highest unemployment tax rate. The Notice also retroactively imposed the
higher unemployment insurance rate on all our California employees for 2003, resulting in an
assessment of $5.6&nbsp;million. In January&nbsp;2004, we filed a petition with an administrative law judge
of the California Unemployment Insurance Appeals Board (&#147;ALJ&#148;) to protest the validity of the
Notice. Pending a resolution of our protest, in the fourth quarter of 2003 we accrued and recorded
at the higher assessed rate for all of 2003.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In June&nbsp;2004, we agreed to settle our dispute with the EDD for $3.3&nbsp;million (&#147;Settlement&#148;).
Based upon receipt of written acknowledgement of this agreement, we reduced our accrued payroll tax
liability and payroll tax expense by $2.3&nbsp;million during the quarter ended June&nbsp;30, 2004. The
Settlement was subject to the final approval by EDD&#146;s legal department, the California Attorney
General&#146;s office and the ALJ. In October&nbsp;2004, the legal department of the EDD verbally indicated
they considered the previously agreed-upon settlement amount to be insufficient and suggested a
settlement amount of $5.2&nbsp;million. We continued discussions with the State of California, but in
February&nbsp;2005, we were notified that the EDD had rejected our settlement offer and the matter
proceeded with the appeals process with the ALJ. As of October&nbsp;31, 2006, all of the statutes of
limitations
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">concerning notices to modify unemployment tax rates for the periods addressed in the Notice
had expired. We believe the EDD failed to meet the statutory requirement related to serving a
proper notice within the stipulated time frame; therefore, we believe it is no longer probable that
the amount accrued for the California unemployment tax matter will be incurred. Accordingly, we
reduced the state unemployment tax accrual by $3.3&nbsp;million during 2006.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Need to Renew or Replace Clients</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our standard CSA can be cancelled by us or the client with 30 to 60&nbsp;days notice. Accordingly,
the short-term nature of the CSA makes us vulnerable to potential cancellations by existing
clients, which could materially and adversely affect our financial condition and results of
operations. In addition, our results of operations are dependent in part upon our ability to
retain or replace our clients upon the termination or cancellation of the CSA. Our client
attrition rate was approximately 20% in 2006. There can be no assurance that the number of
contract cancellations will continue at these levels or increase in the future.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Competition and New Market Entrants</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The PEO industry is highly fragmented. Many PEOs have limited operations and fewer than 1,000
worksite employees, but there are several industry participants that are comparable to our size. We
also encounter competition from &#147;fee for service&#148; companies such as payroll processing firms,
insurance companies and human resource consultants. Several of our competitors are PEO divisions of
large business services companies, such as Automatic Data Processing, Inc. and Paychex, Inc. Such
companies have substantially greater resources than Administaff. Accordingly, the PEO divisions of
such companies may be able to provide their PEO services at more competitive prices than we may be
able to offer. Moreover, we expect that as the PEO industry grows and its regulatory framework
becomes better established, well-organized competition with greater resources than us may enter the
PEO market, possibly including large &#147;fee for service&#148; companies currently providing a more limited
range of services.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Liabilities for Client and Employee Actions</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A number of legal issues remain unresolved with respect to the co-employment arrangement
between a PEO and its worksite employees, including questions concerning the ultimate liability for
violations of employment and discrimination laws. Our CSA establishes the contractual division of
responsibilities between Administaff and our clients for various personnel management matters,
including compliance with and liability under various governmental regulations. However, because we
act as a co-employer, we may be subject to liability for violations of these or other laws despite
these contractual provisions, even if we do not participate in such violations. Although the CSA
provides that the client is to indemnify us for any liability attributable to the client&#146;s conduct,
we may not be able to collect on such a contractual indemnification claim and thus may be
responsible for satisfying such liabilities. In addition, worksite employees may be deemed to be
our agents, which may subject us to liability for the actions of such worksite employees.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We maintain certain general insurance coverages (including coverages for our clients) to
manage our exposure for these types of claims, and as a result, the costs in excess of insurance
premiums we incur with respect to this exposure have historically been insignificant to our
operating results.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Federal, State and Local Regulation</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a major employer, our operations are affected by numerous federal, state and local laws and
regulations relating to labor, tax and employment matters. By entering into a co-employer
relationship with employees assigned to work at client locations, we assume certain obligations and
responsibilities of an employer under these laws. However, many of these laws (such as ERISA and
federal and state employment tax laws) do not specifically address the obligations and
responsibilities of non-traditional employers such as PEOs, and the definition of &#147;employer&#148; under
these laws is not uniform. In addition, many of the states in which we operate have not addressed
the PEO relationship for purposes of compliance with applicable state laws governing the
employer/employee relationship. Any adverse application of these other federal or state laws to the
PEO relationship with our worksite employees could have a material adverse effect on our results of
operations or financial condition.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;While many states do not explicitly regulate PEOs, 31 states have passed laws that have
recognition, licensing, certification or registration requirements for PEOs, and several other
states are considering such regulation. Such laws vary from state to state, but generally provide
for monitoring the fiscal responsibility of PEOs, and in some cases codify and clarify the
co-employment relationship for unemployment, workers&#146; compensation and other purposes under state
law. While we generally support licensing regulation because it serves to validate the PEO
relationship, we may not be able to satisfy licensing requirements or other applicable regulations
for all states. In addition, there can be no assurance that we will be able to renew our licenses
in all states.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Geographic Market Concentration</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;While we have sales offices in 22 markets, our Houston and Texas (including Houston) markets
accounted for approximately 19% and 36%, respectively, of our revenues for the year ended December
31, 2006. Accordingly, while we have a goal of expanding in our current and future markets outside
of Texas, for the foreseeable future, a significant portion of our revenues may be subject to
economic factors specific to Texas (including Houston).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Potential Client Liability for Employment Taxes</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under the CSA, we assume sole responsibility and liability for paying federal employment taxes
imposed under the Internal Revenue Code (&#147;Code&#148;) with respect to wages and salaries we pay our
worksite employees. There are essentially three types of federal employment tax obligations:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>income tax withholding requirements;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>obligations under the Federal Income Contribution Act (&#147;FICA&#148;); and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>obligations under the Federal Unemployment Tax Act (&#147;FUTA&#148;).</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under the Code, employers have the obligation to withhold and remit the employer portion and,
where applicable, the employee portion of these taxes. Most states impose similar employment tax
obligations on the employer. While the CSA provides that we have sole legal responsibility for
making these tax contributions, the IRS or applicable state taxing authority could conclude that
such liability cannot be completely transferred to us. Accordingly, in the event that we fail to
meet our tax withholding and payment obligations, the client may be held jointly and severally
liable for those obligations. While this interpretive issue has not, to our knowledge, discouraged
clients from enrolling with Administaff, a definitive adverse resolution of this issue may
discourage clients from enrolling in the future.
</DIV>
<DIV align="left">
<A name="103"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>USE OF PROCEEDS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any proceeds from the sale by the Selling Stockholders of any of the
shares offered hereby. We will pay all of the costs of this offering other than brokerage and
underwriting fees and commissions.
</DIV>
<DIV align="left">
<A name="104"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>SELLING STOCKHOLDERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table sets forth information with respect to the Selling Stockholders as of
January&nbsp;31, 2007. Each of the Selling Stockholders named below acquired the shares of common stock
pursuant to the Plan or pursuant to written compensation agreements between us and the Selling
Stockholder, or is the transferee by gift of a person who acquired the shares under one of these
plans. Except as otherwise noted, we determine beneficial ownership in accordance with Rule
13d-3(d) promulgated by the Securities and Exchange Commission (&#147;Commission&#148;) under the Securities
and Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;). We treat shares of common stock issuable
pursuant to options, warrants and convertible securities, to the extent these securities are
currently exercisable within 60&nbsp;days of January&nbsp;31, 2007, as outstanding for computing the
percentage of the person holding such securities.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each of the Selling Stockholders is currently, or has been within the past three years, an
employee, officer or director of ours or of our predecessors or affiliates. Because the Selling
Stockholders may offer all or some portion of the shares pursuant to this prospectus, we cannot
give an estimate as to the number of shares that the Selling Stockholders will hold upon
termination of any of these sales. In addition, the Selling Stockholders identified below may have
sold, transferred or otherwise disposed of all or a portion of their shares since the date on which
they provided the information to us regarding their shares, in transactions exempt from the
registration requirements of the Securities Act of 1933, as amended (the &#147;Securities Act&#148;).
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="50%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Number of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Number of</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Percentage of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Number of</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Beneficially</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Shares Beneficially</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Beneficially</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Owned After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Owned After</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>Owned</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>Offered</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Offering (1)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Offering (1)</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Mark Allen</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">20,000</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">20,000</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">0 </TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">A. Steve. Arizpe</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">320,859</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">22,000</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">298,859</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">1.1%</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Ross Astramecki</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">15,648</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,500</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">13,148 </TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Michael Berger</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">8,896</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,500</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">6,396</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Dennis Buchanan</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">7,995</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,500</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">5,495</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Gregory Clouse</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">20,868</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">10,000</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">10,868</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Betty Collins</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">45,276</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">10,000</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">35,276</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Timothy Dennis</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">12,400</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,500</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">9,900</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Roger Gaskamp</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">85,076</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">10,000</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">75,076</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Salvatore Giuffrida</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">18,810</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,500</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">16,310</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Charles Hartland</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">20,885</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,500</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">18,385</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Samuel Larson</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">95,457</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">10,000</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">85,457</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Randall McCollum</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">56,805</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">10,000</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">46,805</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Jay E. Mincks</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">219,520</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">22,000</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">197,520</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Kenneth Randle</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4,500</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,500</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">2,000</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Martin Scirratt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">15,557</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">10,000</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">5,557</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Douglas Sharp</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">86,285</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">15,000</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">71,285</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">John H. Spurgin, II</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">43,400</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">15,000</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">28,400</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Jon Wilson</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">39,062</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,500</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">36,562</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">*</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#149;</B>&nbsp;Less than 1%
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;Assumes that all shares offered hereby are sold but no other securities held by the
selling stockholder are sold.
</DIV>
<DIV align="left">
<A name="105"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>PLAN OF DISTRIBUTION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Who may sell and applicable restrictions</I>. The Selling Stockholders will be offering and
selling all shares offered and sold under this prospectus. Alternatively, the Selling Stockholders
may, from time to time, offer the shares through brokers, dealers or agents that may receive
customary brokerage compensation in the form of discounts, commissions or concessions from the
Selling Stockholders and/or the purchasers of the shares for whom they may act as agent. In
effecting sales, broker-dealers that are engaged by the Selling Stockholders may arrange for other
broker-dealers to participate. The Selling Stockholders and any brokers, dealers or agents who
participate
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->9<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">in the distribution of the shares may be deemed to be underwriters within the meaning of
Section&nbsp;2(11) of the Securities Act. Any profits on the sale of the shares by them and any
discounts, commissions or concessions received by any broker, dealer or agent might be deemed to be
underwriting discounts and commissions under the Securities Act. To the extent the Selling
Stockholders may be deemed to be underwriters, the Selling Stockholders may be subject to certain
statutory liabilities, including, but not limited to, Sections&nbsp;11, 12 and 17 of the Securities Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Manner of Sales</I>. The Selling Stockholders will act independently of us in making decisions
with respect to the timing, manner and size of each sale. Sales may be made on the New York Stock
Exchange or other over-the-counter markets. The shares may be sold at then prevailing market
prices, at prices related to prevailing market prices or at negotiated prices. Selling Stockholders
may also resell all or a portion of the shares in open market transactions in reliance upon Rule
144 under the Securities Act, provided they meet the criteria and conform to the requirements of
this rule. The Selling Stockholders may decide not to sell any of the shares offered under this
prospectus, and Selling Stockholders may transfer, devise or gift these shares by other means.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Prospectus Delivery</I>. Because Selling Stockholders may be deemed to be underwriters within the
meaning of Section&nbsp;2(11) of the Securities Act, they will be subject to the prospectus delivery
requirements of the Securities Act. If a particular offer of the shares is to be made other than as
described herein, a revised prospectus, or prospectus supplement, will, to the extent required, be
distributed which will set forth the terms of such offer.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, if we receive notice from a Selling Stockholder that a donee or pledgee intends
to sell more than 1,000 shares, a supplement to this prospectus will be filed.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Expenses associated with registration</I>. We have agreed to pay the expenses of registering the
shares under the Securities Act, including registration and filing fees, printing and duplication
expenses, administrative expenses and legal and accounting fees. Each Selling Stockholder will pay
its own brokerage, underwriting fees and commissions, and legal fees, if any.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Suspension of this offering</I>. We may suspend the use of this prospectus if we learn of any
event that causes this prospectus to include an untrue statement of a material effect or fail to
state a material fact required to be stated in the prospectus or necessary to make the statements
in the prospectus not misleading in the light of the circumstances then existing. If this type of
event occurs, a prospectus supplement or post-effective amendment, if required, will be distributed
to each Selling Stockholder.
</DIV>
<DIV align="left">
<A name="106"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>LEGAL MATTERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Baker Botts L.L.P. has passed upon the validity of the issuance of the shares being offered by
this prospectus.
</DIV>
<DIV align="left">
<A name="107"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>INFORMATION INCORPORATED BY REFERENCE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents have been filed by the Company pursuant to the Exchange Act, with the
Commission and are incorporated herein by reference:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;The Company&#146;s Annual Report on Form 10-K for the fiscal year ended December&nbsp;31, 2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;The summary of the rights to purchase preferred stock and the description of the Company&#146;s
Series&nbsp;A Junior Participating Preferred Stock, par value $0.01 per share, contained in the
Company&#146;s Registration Statement on Form 8-A filed with the Commission on February&nbsp;5, 1998, and as
subsequently amended on May&nbsp;19, 1999, August&nbsp;9, 1999, May&nbsp;16, 2003, August&nbsp;22, 2003, February&nbsp;25,
2004 and March&nbsp;1, 2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;The description of the Company&#146;s common stock, par value $0.01 per share, contained in the
Company&#146;s Registration Statement on Form 8-A filed with the Commission on October&nbsp;6, 1995.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->10<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed by the Company with the Commission pursuant to Sections&nbsp;13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to
the filing of a post-effective amendment that indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, will be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of filing of such
documents. Any statement contained in any document incorporated or deemed to be incorporated by
reference herein will be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded will not be deemed, except as modified
or superseded, to constitute a part of this registration statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company will provide to any person, including any beneficial owner of its securities, to
whom this prospectus is delivered, a copy of any or all of this information that has been
incorporated by reference in this prospectus but not delivered with this prospectus. You may make
such requests at no cost to you by writing or telephoning the Company at the following address or
number:
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">Administaff, Inc.,<BR>
19001 Crescent Springs Drive<BR>
Kingwood, Texas 77339<BR>
(281)&nbsp;358-8986
</DIV>

<DIV align="left">
<A name="108"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have filed with the Commission, a Registration Statement on Form S-8 (including a Form S-3
Prospectus) under the Securities Act with respect to the shares of common stock offered by this
prospectus. A copy of any document incorporated by reference in the registration statement (not
including exhibits to the information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that the registration statement
incorporates) will be provided by us without charge to any person (including any beneficial owner)
to whom this prospectus has been delivered upon the oral or written request of such person. Such
requests should be directed to Administaff, Inc., 19001 Crescent Springs Drive, Kingwood, Texas
77339, Attention: Ruth Holub. Our telephone number at that address is (281)&nbsp;358-8986.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are also subject to the informational requirements of the Exchange Act and are required to
file annual and quarterly reports, proxy statements and other information with the Commission. You
can inspect and copy reports and other information filed by us with the Commission at the
Commission&#146;s Public Reference Room at 100 F Street, N.E., Room&nbsp;1580, Washington, D.C. 20549. You
may also obtain information on the operation of the Public Reference Room by calling the Commission
at 1-800-SEC-0300. The Commission also maintains an Internet site at http://www.sec.gov that
contains reports, proxy and information statements regarding issuers, including us, that file
electronically with the Commission. Our Web site is <U>www.administaff.com</U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should only rely on the information incorporated by reference or provided in this
prospectus or any supplement. We have not authorized anyone else to provide you with different
information. The common stock is not being offered in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any supplement is accurate as of
any date other than the date on the front of this prospectus.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">PART II
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This registration statement incorporates herein by reference the following documents which
have been filed with the Commission by the Company pursuant to the Exchange Act:
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->11<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;The Company&#146;s Annual Report on Form 10-K for the fiscal year ended December&nbsp;31, 2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;The summary of the rights to purchase preferred stock and the description of the Company&#146;s
Series&nbsp;A Junior Participating Preferred Stock, par value $0.01 per share, contained in the
Company&#146;s Registration Statement on Form 8-A filed with the Commission on February&nbsp;5, 1998 and as
subsequently amended on May&nbsp;19, 1999, August&nbsp;9, 1999, May&nbsp;16, 2003, August&nbsp;22, 2003, February&nbsp;25,
2004 and March&nbsp;1, 2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;The description of the Company&#146;s common stock, par value $0.01 per share, contained in the
Company&#146;s Registration Statement on Form 8-A filed with the Commission on October&nbsp;6, 1995.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each document filed with the Commission by the Company pursuant to Sections&nbsp;13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold, or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a
part hereof from the date of filing such documents.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained in this Registration Statement, in an amendment hereto or in a
document incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein or in any
subsequently filed amendment to this Registration Statement or in any document that also is
incorporated by reference herein modifies or supersedes such statement. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements included in the Registrant&#146;s Annual Report on Form 10-K
for the fiscal year ended December&nbsp;31, 2006, have been so incorporated in reliance on the report of
Ernst &#038; Young LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;4. Description of Securities.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Delaware Code</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company is incorporated under the laws of the State of Delaware. Section&nbsp;145 (&#147;Section
145&#148;) of Title 8 of the Delaware Code gives a corporation power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative (other than an action by or
in the right of the corporation) by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys&#146; fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe the person&#146;s
conduct was unlawful.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 also gives a corporation power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the fact that the person
is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->12<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">another corporation, partnership, joint venture, trust or other enterprise against expenses
(including attorneys&#146; fees) actually and reasonably incurred by the person in connection with the
defense or settlement of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the corporation, except
that no indemnification shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation unless and only to the extent that
the Delaware Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem proper. Section&nbsp;145
further provides that, to the extent that a present or former director or officer of a corporation
has been successful on the merits or otherwise in defense of any such action, suit or proceeding,
or in defense of any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys&#146; fees) actually and reasonably incurred by such person in connection
therewith.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 provides that expenses (including attorneys&#146; fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay
such amount if it is ultimately determined that such person is not entitled to be indemnified by
the corporation as authorized by Section&nbsp;145. Such expenses (including attorneys&#146; fees) incurred
by former directors and officers or other employees and agents may be so paid upon such terms and
conditions, if any, as the corporation deems appropriate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 also authorizes a corporation to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any liability asserted
against such person and incurred by such person in any such capacity, arising out of such person&#146;s
status as such, whether or not the corporation would otherwise have the power to indemnify such
person against such liability under Section&nbsp;145.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The above discussion of Section&nbsp;145 is not intended to be exhaustive and is qualified in its
entirety by such statute.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Amended Bylaws</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s Amended Bylaws (the &#147;Bylaws&#148;) provide for the indemnification of its
officers, directors, employees and agents and the advancement to them of expenses in connection
with actions, suits or proceedings, to the fullest extent permitted by law. The indemnification
and advancement of expenses provided by the Company&#146;s Bylaws is not exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be or become entitled to
under any law, the Company&#146;s Certificate of Incorporation, agreement, the vote of stockholders or
disinterested directors or otherwise, or under any policy or policies of insurance purchased and
maintained by the Company on behalf of any such person, both as to action in his official capacity
and as to action in another capacity while holding such office.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The indemnification provided by the Company&#146;s Bylaws is subject to all valid and applicable
laws, and, in the event the Company&#146;s Bylaws or any of the provisions thereof or the
indemnification contemplated thereby are found to be inconsistent with or contrary to any such
valid laws, the latter shall be deemed to control and the Company&#146;s Bylaws shall be regarded as
modified accordingly, and, as so modified, to continue in full force and effect. The
indemnification and advancement of expenses provided by the Company&#146;s Bylaws continues as to any
person who has ceased to be a director, officer, employee or agent of the Company and will inure to
the benefit of the estate, executors, administrators, heirs, legatees and devisees of any person
entitled to indemnification under the Company&#146;s Bylaws.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The above discussion of the Company&#146;s Bylaws is not intended to be exhaustive and is qualified
in its entirety by the Bylaws.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->13<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Insurance</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All of the Company&#146;s directors and officers will be covered by insurance policies maintained
by the Company against certain liabilities for actions taken in their capacities as such, including
liabilities under the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The sale and issuance of securities to the Selling Stockholders was deemed to be exempt from
registration under the Securities Act by virtue of Section&nbsp;4(2) of the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;8. Exhibits.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents are filed as a part of this Registration Statement or incorporated by
reference herein:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="6%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">Exhibit
No.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<br>
Description</TD>
</TR>
<TR style="font-size: 1px">
    <TD align="right" valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Incorporation of the Company (incorporated
by reference to Exhibit&nbsp;3.1 to the Company&#146;s Registration
Statement on Form&nbsp;S-1 (No.&nbsp;33-96952)).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bylaws of the Company, as amended on March&nbsp;7, 2001
(incorporated by reference to Exhibit&nbsp;3.2 to the
Company&#146;s Annual Report on Form&nbsp;10-K for the fiscal year
ended December&nbsp;31, 2000).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Designations of Series&nbsp;A Junior
Participating Preferred Stock of the Company dated
February&nbsp;4, 1998 (incorporated by reference to Exhibit&nbsp;2
to the Company&#146;s Form&nbsp;8-A filed on February&nbsp;4, 1998).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Specimen Common Stock Certificate (incorporated by
reference to Exhibit&nbsp;4.1 to the Company&#146;s Registration
Statement on Form&nbsp;S-1 (No.&nbsp;33-96952)).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Rights Certificate (incorporated by reference to
Exhibit&nbsp;3 to the Company&#146;s Form&nbsp;8-A filed on February&nbsp;4,
1998).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Rights Agreement effective as of
August&nbsp;21, 2003 between the Company and Mellon Investor
Services LLC, as Rights Agent (incorporated by reference
to Exhibit&nbsp;1 to the Company&#146;s Form&nbsp;8-A/A filed on May&nbsp;16,
2003).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.7
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment No.&nbsp;1 to Amended and Restated Rights Agreement
dated as of August&nbsp;21, 2003 between the Company and
Mellon Investor Services LLC, as Rights Agent
(incorporated by reference to Exhibit&nbsp;1 to the Company&#146;s
Form&nbsp;8-A/A filed on August&nbsp;22, 2003).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.8
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment No.&nbsp;2 to Amended and Restated Rights Agreement
dated as of February&nbsp;24, 2004 between the Company and
Mellon Investor Services LLC, as Rights Agent
(incorporated by reference to Exhibit&nbsp;4.10 of the
Company&#146;s Annual Report on Form&nbsp;10-K for the fiscal year
ended December&nbsp;31, 2003).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.9
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment No.&nbsp;3 to Amended and Restated Rights Agreement
dated as of February&nbsp;24, 2006 between the Company and
Mellon Investor Services LLC, as Rights Agent
(incorporated by reference to Exhibit&nbsp;1 to the Company&#146;s
Form&nbsp;8-A/A filed on March&nbsp;1, 2006).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Administaff, Inc. 2001 Incentive
Plan (incorporated by reference to Exhibit&nbsp;10.1 to the
Company&#146;s Quarterly Report on Form&nbsp;10-Q for the quarterly
period ended June&nbsp;30, 2006.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">5*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Baker Botts L.L.P.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Baker Botts L.L.P. (included in Exhibit&nbsp;5)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Ernst &#038; Young LLP.</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 0pt">* Filed herewith
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->14<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Item&nbsp;9. Undertakings.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Company hereby undertakes:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) To include any prospectus required by Section&nbsp;10(a)(3) of the Securities
Act of 1933;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) of the Securities Act of 1933 if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the &#147;Calculation of Registration Fee&#148; table in the
effective registration statement;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any material
change to such information in this registration statement;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><I>provided, however, </I>that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section&nbsp;13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial <I>bona fide </I>offering thereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant&#146;s annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan&#146;s annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial <I>bona fide </I>offering
thereof.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->15<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
provisions described under Item&nbsp;6 above, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant in the successful
defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such issue.
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->16<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on February&nbsp;12, 2007.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><B>ADMINISTAFF, INC.</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left"><I>/s/ John H. Spurgin, II</I>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">John H. Spurgin, II&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Senior Vice President, Legal,
General Counsel and Secretary&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities indicated and on February&nbsp;12, 2007.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="46%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><I>/s/ Paul J. Sarvadi</I>
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Paul J. Sarvadi</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Chairman of the Board,
Chief Executive Officer and
Director
(Principal Executive Officer)</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" valign="top"><I>/s/ Richard G. Rawson</I>
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Richard G. Rawson</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
President and Director</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" valign="top"><I>/s/ Douglas S. Sharp</I>
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Douglas S. Sharp</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Vice President, Finance,
Chief Financial Officer and
Treasurer
(Principal Financial Officer)</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" valign="top">*
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Michael W. Brown</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" valign="top">*
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Jack M. Fields, Jr.</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" valign="top">*
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Dr. Eli Jones</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" valign="top">*
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Paul S. Lattanzio</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" valign="top">*
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Gregory E. Petsch</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" valign="top"><I>/s/ Austin P. Young</I>
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Austin P. Young</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" valign="top">*By:&nbsp;&nbsp;&nbsp;<I>/s/ John H. Spurgin, II</I>
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
John H. Spurgin, II, attorney-in-fact</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXHIBIT INDEX</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="6%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="center">Exhibit</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">No.</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Description</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Incorporation of the Company (incorporated
by reference to Exhibit&nbsp;3.1 to the Company&#146;s Registration
Statement on Form&nbsp;S-1 (No.&nbsp;33-96952)).</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bylaws of the Company, as amended on March&nbsp;7, 2001
(incorporated by reference to Exhibit&nbsp;3.2 to the
Company&#146;s Annual Report on Form&nbsp;10-K for the fiscal year
ended December&nbsp;31, 2000).</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Designations of Series&nbsp;A Junior
Participating Preferred Stock of the Company dated
February&nbsp;4, 1998 (incorporated by reference to Exhibit&nbsp;2
to the Company&#146;s Form&nbsp;8-A filed on February&nbsp;4, 1998).</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Specimen Common Stock Certificate (incorporated by
reference to Exhibit&nbsp;4.1 to the Company&#146;s Registration
Statement on Form&nbsp;S-1 (No.&nbsp;33-96952)).</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Rights Certificate (incorporated by reference to
Exhibit&nbsp;3 to the Company&#146;s Form&nbsp;8-A filed on February&nbsp;4,
1998).</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Rights Agreement effective as of
August&nbsp;21, 2003 between the Company and Mellon Investor
Services LLC, as Rights Agent (incorporated by reference
to Exhibit&nbsp;1 to the Company&#146;s Form&nbsp;8-A/A filed on May&nbsp;16,
2003).</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.7
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment No.&nbsp;1 to Amended and Restated Rights Agreement
dated as of August&nbsp;21, 2003 between the Company and
Mellon Investor Services LLC, as Rights Agent
(incorporated by reference to Exhibit&nbsp;1 to the Company&#146;s
Form&nbsp;8-A/A filed on August&nbsp;22, 2003).</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.8
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment No.&nbsp;2 to Amended and Restated Rights Agreement
dated as of February&nbsp;24, 2004 between the Company and
Mellon Investor Services LLC, as Rights Agent
(incorporated by reference to Exhibit&nbsp;4.10 of the
Company&#146;s Annual Report on Form&nbsp;10-K for the fiscal year
ended December&nbsp;31, 2003).</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.9
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment No.&nbsp;3 to Amended and Restated Rights Agreement
dated as of February&nbsp;24, 2006 between the Company and
Mellon Investor Services LLC, as Rights Agent
(incorporated by reference to Exhibit&nbsp;1 to the Company&#146;s
Form&nbsp;8-A/A filed on March&nbsp;1, 2006).</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Administaff, Inc. 2001 Incentive
Plan (incorporated by reference to Exhibit&nbsp;10.1 to the
Company&#146;s Quarterly Report on Form&nbsp;10-Q for the quarterly
period ended June&nbsp;30, 2006.</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">5*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Baker Botts L.L.P.</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Baker Botts L.L.P. (included in Exhibit&nbsp;5)</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&#151;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Ernst &#038; Young LLP.</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Filed herewith</TD>
</TR>

</TABLE>



<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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sv8
Table of Contents
As filed with the Securities and Exchange Commission on February 12, 2007
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ADMINISTAFF, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
76-0479645
(I.R.S. Employer
Identification No.)
19001 Crescent Springs Drive
Kingwood, Texas 77339-3802
(Address of principal executive offices and zip code)
ADMINISTAFF, INC. 2001 INCENTIVE PLAN
(Full title of the plan)
John H. Spurgin, II
Senior Vice President, Legal, General Counsel and Secretary
Administaff, Inc.
19001 Crescent Springs Drive
Kingwood, Texas 77339-3802
(281) 358-8986
(Name, address and telephone number, including area code, of agent for service)
copy to:
Kelly B. Rose
Baker Botts L.L.P.
910 Louisiana
Houston, Texas 77002
(713) 229-1796
CALCULATION OF REGISTRATION FEE
Proposed
Proposed
Amount
maximum
maximum
Amount of
to be
offering price
aggregate
registration
Title of securities to be registered
registered (2)
per share (1)
offering price (1)
fee (3)
Common stock, par value $.01 per share (2)(3)
1,400,000 shares
$42.89
$60,046,000
$6,425
(1)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)
under the Securities Act of 1933, as amended, based on the average of the high and low prices
of the common stock of Administaff, Inc. reported on the New York Stock Exchange Composite
Tape on February 5, 2007.
(2)
Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration
Statement shall also include such additional indeterminate number of shares of common stock as
may become issuable under the Administaff, Inc. 2001 Incentive Plan as a result of stock
splits, stock dividends or similar transactions.
(3)
Includes associated preferred stock purchase rights. No separate consideration is payable
for the preferred stock purchase rights. Therefore, the registration fee for such securities
is included in the registration fee for the common stock.
Table of Contents
PART I
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers an additional 1,400,000 shares of common
stock (the "Additional Shares") of Administaff, Inc. (the "Company"). Of the Additional Shares to
be registered pursuant to this Registration Statement, 1,226,000 have been reserved for issuance
pursuant to the Administaff, Inc. 2001 Incentive Plan, as amended and restated as of February 24,
2006 (the "Plan"). Pursuant to General Instruction E of Form S-8 under the Securities Act of 1933,
as amended (the "Securities Act"), the contents of the Registration Statement on Form S-8 of the
Company (No. 333-66344) (the "Previous S-8"), relating to the Plan are incorporated by reference
into this Registration Statement. The Board of Directors of the Company recommended for approval
and, on May 3, 2006, the stockholders approved an amendment to the Plan that increased the number
of shares available for issuance under the Plan from 1,500,000 to 2,900,000.
This Registration Statement also registers the reoffer and resale, as permitted by Form S-8
General Instruction C and Rule 429 of the Securities Act, of up to 174,000 shares of common stock
of the Company which shares have been issued under the Plan prior to the filing of this
Registration Statement to certain current employees and non-employee directors named in this
Registration Statement (the "Selling Stockholders"). These shares of common stock may be
considered "restricted securities" as defined in General Instruction C(1) to Form S-8.
This Registration Statement contains two parts. The first part constitutes a "reoffer"
prospectus prepared in accordance with Part I of Form S-3 pursuant to General Instruction C of Form
S-8. The second part contains information required in this Registration Statement pursuant to Part
II of Form S-8.
1
Table of Contents
ADMINISTAFF, INC.
REOFFER PROSPECTUS
174,000 SHARES OF COMMON STOCK
This reoffer prospectus covers 174,000 shares of common stock, $0.01 par value of Administaff,
Inc. This prospectus relates to the reoffer and resale of shares of common stock that have been
acquired pursuant to the Plan by certain employees and non-employee directors. We will not receive
any proceeds from these sales.
The Selling Stockholders described in this prospectus may reoffer and resell the shares from
time to time. The shares may be offered at prevailing market prices, at prices related to such
prevailing market prices, at negotiated prices, or at fixed prices. See "
Plan of Distribution
."
Our common stock is listed on the New York Stock Exchange under the symbol "ASF." On February
9, 2007, the last reported sales price of the common stock on the New York Stock Exchange was
$43.08 per share.
Investing in our common stock involves risks. Please carefully consider the "Risk
Factors" beginning on Page 4 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is February 12, 2007
The mailing address of our principal executive offices is 19001 Crescent Springs Drive,
Kingwood, Texas 77339, and our telephone number is 281-358-8986.
2
TABLE OF CONTENTS
OUR BUSINESS
3
RISK FACTORS
4
USE OF PROCEEDS
8
SELLING STOCKHOLDERS
8
PLAN OF DISTRIBUTION
9
LEGAL MATTERS
10
INFORMATION INCORPORATED BY REFERENCE
10
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
11
Opinion of Baker Botts L.L.P.
Consent of Ernst & Young LLP
OUR BUSINESS
Administaff, Inc. is a professional employer organization ("PEO") that provides a
comprehensive Personnel Management System
SM
encompassing a broad range of services,
including benefits and payroll administration, health and workers' compensation insurance programs,
personnel records management, employer liability management, employee recruiting and selection,
employee performance management and employee training and development services to small and
medium-sized businesses in strategically selected markets. We were organized as a corporation in
1986 and have provided PEO services since inception. In 2003, we formed Administaff Retirement
Services, LP, which currently performs recordkeeping services for defined contribution plans. In
December 2005, we acquired HRTools.com, an online portal for human resource products, services and
information, as well as small business software applications related to job descriptions,
performance reviews, and personnel policies and procedures. Unless otherwise indicated,
"Administaff," "we," "our" and "us" are used in this prospectus to refer to the businesses of
Administaff, Inc. and its consolidated subsidiaries.
Our principal executive offices are located at 19001 Crescent Springs Drive, Kingwood, Texas
77339. Our telephone number at that address is (281) 358-8986 and Administaff's Web site address is
http://www.administaff.com. Our stock is traded on the New York Stock Exchange under the symbol
"ASF." Periodic SEC filings, including our annual reports on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K, and if applicable, amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available
through our Web site free of charge as soon as reasonably practicable after such material is
electronically filed with, or furnished to, the SEC.
Our Personnel Management System is designed to improve the productivity and profitability of
small and medium-sized businesses. It relieves business owners and key executives of many
employer-related administrative and regulatory burdens, which enables them to focus on the core
competencies of their businesses. It also promotes employee performance through human resource
management techniques that improve employee satisfaction. We provide the Personnel Management
System by entering into a Client Service Agreement ("CSA"), which establishes a three-party
relationship whereby we and our client act as co-employers of the employees who work at the
client's location ("worksite employees"). Under the CSA, we assume responsibility for personnel
administration and compliance with most employment-related governmental regulations, while the
client retains the employees' services in its business and remains the employer for various other
purposes. We charge a comprehensive service fee ("comprehensive service fee" or "gross billing"),
which is invoiced concurrently with the processing of payroll for the worksite employees of the
client. The comprehensive service fee consists of the payroll of our worksite employees and a
markup computed as a percentage of the payroll cost of the worksite employees.
3
Table of Contents
We accomplish the objectives of the Personnel Management System through a High Touch/High Tech
approach to service delivery. In advisory areas, such as recruiting, employee performance
management and employee training, we employ a high touch approach designed to ensure that our
clients receive the personal attention and expertise needed to create a customized human resources
solution. For transactional processing, we employ a high tech approach that provides secure,
convenient information exchange among Administaff, our clients and our worksite employees, creating
efficiencies for all parties. The primary component of the high tech portion of our strategy is the
Employee Service Center ("ESC"). The ESC is our Web-based interactive PEO service delivery
platform, which is designed to provide automated, personalized PEO services to our clients and
worksite employees.
As of December 31, 2006, we had 41 sales offices in 22 markets. We paid an average of 104,325
worksite employees in the fourth quarter of 2006. Our long-term strategy is to operate
approximately 90 sales offices located in 40 strategically selected markets. We opened three new
sales offices and entered one new market in 2006. We intend to open eight new sales offices,
including two new markets, in 2007.
Our national expansion strategy also includes regionalized data processing for payroll and
benefits transactions and localized face-to-face human resources service. As of December 31, 2006,
we have four service centers, which when fully staffed will provide the capacity to serve
approximately 160,000 worksite employees. In addition, we have human resources and client service
personnel located in a majority of our 22 sales markets.
RISK FACTORS
Risks Related to Our Business:
Liability for Worksite Employee Payroll and Benefits Costs
Under the CSA, we become a co-employer of worksite employees and assume the obligations to pay
the salaries, wages and related benefits costs and payroll taxes of such worksite employees. We
assume such obligations as a principal, not as an agent of the client. Our obligations include
responsibility for:
•
payment of the salaries and wages for work performed by worksite employees,
regardless of whether the client timely pays us the associated service fee; and
•
providing benefits to worksite employees even if our costs to provide such
benefits exceed the fees the client pays us.
If a client does not pay us, or if the costs of benefits we provide to worksite employees exceed
the fees a client pays us, our ultimate liability for worksite employee payroll and benefits costs
could have a material adverse effect on our financial condition or results of operations.
Increases in Health Insurance Premiums
Maintaining health insurance plans that cover worksite employees is a significant part of our
business. Our primary health insurance contract expires on December 31, 2007, and automatically
renews each year, subject to cancellation by either party upon 180 days notice.
Health insurance premiums are in part determined by our claims experience and comprise a
significant portion of our direct costs. We employ extensive risk management procedures in an
attempt to control our claims incidence and structure our benefits contracts to provide as much
cost stability as possible. However, if we experience a sudden and unexpected large increase in
claim activity, our health insurance costs could increase. Contractual arrangements with our
clients limit our ability to incorporate such increases into service fees, which could result in a
delay before such increases could be reflected in service fees. As a result, such increases could
have a material adverse effect on our financial condition or results of operations.
We provide health insurance coverage to our worksite employees through a national network of
carriers including UnitedHealthcare ("United"), Cigna Healthcare, PacifiCare, Kaiser Permanente,
Blue Cross and Blue
4
Table of Contents
Shield of Georgia, Blue Shield of California, Hawaii Medical Service Association and Tufts,
all of which provide fully insured policies or service contracts.
The policy with United, which was first obtained in January 2002, provides the majority of our
health insurance coverage. As a result of certain contractual terms, we have accounted for this
plan since its inception using a partially self-funded insurance accounting model. Accordingly, we
record the costs of the United Plan, including an estimate of the incurred claims, taxes and
administrative fees (collectively the "Plan Costs"), as benefits expense in the Consolidated
Statements of Operations. The estimated incurred claims are based upon: (i) the level of claims
processed during the quarter; (ii) recent claim development patterns under the plan, to estimate a
completion date; and (iii) the number of participants in the plan. Each reporting period, changes
in the estimated ultimate costs resulting from claim trends, plan design and migration, participant
demographics and other factors are incorporated into the benefits costs.
Additionally, since the plan's inception in January 2002, under the terms of the contract,
United establishes cash funding rates 90 days in advance of the beginning of a reporting quarter.
If the Plan Costs for a reporting quarter are greater than the cash funded to United, a deficit in
the plan would be incurred and we would accrue a liability for the excess costs on our Consolidated
Balance Sheet. On the other hand, if the Plan Costs for the reporting quarter are less than the
cash funded to United, a surplus in the plan would be incurred and we would record an asset for the
excess premiums on our Consolidated Balance Sheet. The terms of the arrangement require us to
maintain an accumulated cash surplus in the plan of $11 million, which is reported as long-term
prepaid insurance. As of December 31, 2006, Plan Costs were less than the net cash funded to
United by $15.3 million. As this amount is in excess of the agreed-upon $11 million surplus
maintenance level, the $4.3 million balance is included in prepaid insurance, a current asset, on
our Consolidated Balance Sheet.
Increases in Workers' Compensation Costs
In 2003, facing continued capital constraints and a series of downgrades from various rating
agencies, our former workers' compensation insurance carrier for the two-year period ending
September 2003, Lumbermens Mutual Casualty Company, a unit of Kemper Insurance Companies
("Kemper"), made the decision to substantially cease underwriting operations and voluntarily
entered into "run-off." A "run-off" is the professional management of an insurance company's
discontinued, distressed or nonrenewed lines of insurance and associated liabilities outside of a
judicial proceeding. In the event the run-off process is not successful and Kemper is forced into
bankruptcy or a similar proceeding, most states have established guaranty funds to pay remaining
claims. However, the guarantee associations in some states, including Texas, have asserted that
state law returns the liability for open claims under such policies to the insured, as we
experienced when another former insurance carrier, Reliance National Indemnity Co., declared
bankruptcy in 2001. In that case, the Texas state guaranty association asserted that it was
entitled to full reimbursement from us for workers' compensation benefits paid by the association.
Although we settled that dispute within the limits of insurance coverage we had secured to cover
potential claims returned to us related to the Reliance policies, if one or more states were to
assert that liability for open claims with Kemper should be returned to us, we may be required to
make a payment to the state covering estimated claims attributable to us. Any such payment would
reduce net income, which may have a material adverse effect on net income in the reported period.
The current workers' compensation contract with American International Group, Inc. ("AIG")
expires on September 30, 2007. In the event we are unable to secure replacement contracts on
competitive terms, significant disruption to our business could occur.
Our workers' compensation coverage (the "AIG Program") is currently provided through selected
member insurance companies of AIG. Under our arrangement with AIG, we bear the economic burden for
the first $1 million layer of claims per occurrence. AIG bears the economic burden for all claims
in excess of such first $1 million layer. The AIG Program is a fully insured policy whereby AIG
has the responsibility to pay all claims incurred under the policy regardless of whether we satisfy
our responsibilities.
5
Table of Contents
Because we bear the economic burden of the first $1 million layer of claims per occurrence,
such claims, which are the primary component of our workers' compensation costs, are recorded in
the period incurred. Workers compensation insurance includes ongoing healthcare and indemnity
coverage whereby claims are paid over numerous years following the date of injury. Accordingly,
the accrual of related incurred costs in each reporting period includes estimates, which take into
account the ongoing development of claims and therefore requires a significant level of judgment.
Our management estimates our workers' compensation costs by applying an aggregate loss development
rate to worksite employee payroll levels.
We employ a third party actuary to estimate our loss development rate, which is primarily
based upon the nature of worksite employees' job responsibilities, the location of worksite
employees, the historical frequency and severity of workers' compensation claims, and an estimate
of future cost trends. Each reporting period, changes in the actuarial assumptions resulting from
changes in actual claims experience and other trends are incorporated into the Company's workers'
compensation claims cost estimates. During the years ended December 31, 2006 and 2005, Administaff
reduced accrued workers' compensation costs by $6.4 million and $4.6 million, respectively, for
changes in estimated losses and tax surcharges related to prior reporting periods. Workers'
compensation cost estimates are discounted to present value at a rate based upon the U.S. Treasury
rates that correspond with the weighted average estimated claim payout period (the average discount
rate utilized in 2006 and 2005 was 4.8% and 3.9%, respectively), and are accreted over the
estimated claim payment period and included as a component of direct costs in our Consolidated
Statements of Operations.
In conjunction with entering into the AIG Program, we formed a wholly owned captive insurance
subsidiary (the "Captive"). We recognize the Captive as an insurance company for federal income tax
purposes, with respect to our consolidated federal income tax return. In the event the Internal
Revenue Service ("IRS") were to determine that the Captive does not qualify as an insurance
company, we could be required to make accelerated income tax payments to the IRS that we otherwise
would have deferred until future periods.
Increases in Unemployment Tax Rates
We record our state unemployment tax expense based on taxable wages and tax rates assigned by
each state. State unemployment tax rates vary by state and are determined, in part, based on prior
years' compensation experience in each state. Should our claim experience increase, our
unemployment tax rates could increase. In addition, states have the ability under law to increase
unemployment tax rates to cover deficiencies in the unemployment tax fund. Some states have
implemented retroactive cost increases. Contractual arrangements with our clients limit our
ability to incorporate such increases into service fees, which could result in a delay before such
increases could be reflected in service fees. As a result, such increases could have a material
adverse effect on our financial condition or results of operations.
In December 2001, as a result of a 2001 corporate reorganization, we filed for a transfer of
our reserve account with the Employment Development Department of the State of California ("EDD").
The EDD approved our request for transfer of our reserve account in May 2002, and notified us of
our new contribution rates based upon the approved transfer. In December 2003, we received a
Notice of Duplicate Accounts and Notification of Assessment ("Notice") from the EDD. The Notice
stated that the EDD was collapsing the accounts of Administaff's subsidiaries into the account of
the entity with the highest unemployment tax rate. The Notice also retroactively imposed the
higher unemployment insurance rate on all our California employees for 2003, resulting in an
assessment of $5.6 million. In January 2004, we filed a petition with an administrative law judge
of the California Unemployment Insurance Appeals Board ("ALJ") to protest the validity of the
Notice. Pending a resolution of our protest, in the fourth quarter of 2003 we accrued and recorded
at the higher assessed rate for all of 2003.
In June 2004, we agreed to settle our dispute with the EDD for $3.3 million ("Settlement").
Based upon receipt of written acknowledgement of this agreement, we reduced our accrued payroll tax
liability and payroll tax expense by $2.3 million during the quarter ended June 30, 2004. The
Settlement was subject to the final approval by EDD's legal department, the California Attorney
General's office and the ALJ. In October 2004, the legal department of the EDD verbally indicated
they considered the previously agreed-upon settlement amount to be insufficient and suggested a
settlement amount of $5.2 million. We continued discussions with the State of California, but in
February 2005, we were notified that the EDD had rejected our settlement offer and the matter
proceeded with the appeals process with the ALJ. As of October 31, 2006, all of the statutes of
limitations
6
Table of Contents
concerning notices to modify unemployment tax rates for the periods addressed in the Notice
had expired. We believe the EDD failed to meet the statutory requirement related to serving a
proper notice within the stipulated time frame; therefore, we believe it is no longer probable that
the amount accrued for the California unemployment tax matter will be incurred. Accordingly, we
reduced the state unemployment tax accrual by $3.3 million during 2006.
Need to Renew or Replace Clients
Our standard CSA can be cancelled by us or the client with 30 to 60 days notice. Accordingly,
the short-term nature of the CSA makes us vulnerable to potential cancellations by existing
clients, which could materially and adversely affect our financial condition and results of
operations. In addition, our results of operations are dependent in part upon our ability to
retain or replace our clients upon the termination or cancellation of the CSA. Our client
attrition rate was approximately 20% in 2006. There can be no assurance that the number of
contract cancellations will continue at these levels or increase in the future.
Competition and New Market Entrants
The PEO industry is highly fragmented. Many PEOs have limited operations and fewer than 1,000
worksite employees, but there are several industry participants that are comparable to our size. We
also encounter competition from "fee for service" companies such as payroll processing firms,
insurance companies and human resource consultants. Several of our competitors are PEO divisions of
large business services companies, such as Automatic Data Processing, Inc. and Paychex, Inc. Such
companies have substantially greater resources than Administaff. Accordingly, the PEO divisions of
such companies may be able to provide their PEO services at more competitive prices than we may be
able to offer. Moreover, we expect that as the PEO industry grows and its regulatory framework
becomes better established, well-organized competition with greater resources than us may enter the
PEO market, possibly including large "fee for service" companies currently providing a more limited
range of services.
Liabilities for Client and Employee Actions
A number of legal issues remain unresolved with respect to the co-employment arrangement
between a PEO and its worksite employees, including questions concerning the ultimate liability for
violations of employment and discrimination laws. Our CSA establishes the contractual division of
responsibilities between Administaff and our clients for various personnel management matters,
including compliance with and liability under various governmental regulations. However, because we
act as a co-employer, we may be subject to liability for violations of these or other laws despite
these contractual provisions, even if we do not participate in such violations. Although the CSA
provides that the client is to indemnify us for any liability attributable to the client's conduct,
we may not be able to collect on such a contractual indemnification claim and thus may be
responsible for satisfying such liabilities. In addition, worksite employees may be deemed to be
our agents, which may subject us to liability for the actions of such worksite employees.
We maintain certain general insurance coverages (including coverages for our clients) to
manage our exposure for these types of claims, and as a result, the costs in excess of insurance
premiums we incur with respect to this exposure have historically been insignificant to our
operating results.
Federal, State and Local Regulation
As a major employer, our operations are affected by numerous federal, state and local laws and
regulations relating to labor, tax and employment matters. By entering into a co-employer
relationship with employees assigned to work at client locations, we assume certain obligations and
responsibilities of an employer under these laws. However, many of these laws (such as ERISA and
federal and state employment tax laws) do not specifically address the obligations and
responsibilities of non-traditional employers such as PEOs, and the definition of "employer" under
these laws is not uniform. In addition, many of the states in which we operate have not addressed
the PEO relationship for purposes of compliance with applicable state laws governing the
employer/employee relationship. Any adverse application of these other federal or state laws to the
PEO relationship with our worksite employees could have a material adverse effect on our results of
operations or financial condition.
7
Table of Contents
While many states do not explicitly regulate PEOs, 31 states have passed laws that have
recognition, licensing, certification or registration requirements for PEOs, and several other
states are considering such regulation. Such laws vary from state to state, but generally provide
for monitoring the fiscal responsibility of PEOs, and in some cases codify and clarify the
co-employment relationship for unemployment, workers' compensation and other purposes under state
law. While we generally support licensing regulation because it serves to validate the PEO
relationship, we may not be able to satisfy licensing requirements or other applicable regulations
for all states. In addition, there can be no assurance that we will be able to renew our licenses
in all states.
Geographic Market Concentration
While we have sales offices in 22 markets, our Houston and Texas (including Houston) markets
accounted for approximately 19% and 36%, respectively, of our revenues for the year ended December
31, 2006. Accordingly, while we have a goal of expanding in our current and future markets outside
of Texas, for the foreseeable future, a significant portion of our revenues may be subject to
economic factors specific to Texas (including Houston).
Potential Client Liability for Employment Taxes
Under the CSA, we assume sole responsibility and liability for paying federal employment taxes
imposed under the Internal Revenue Code ("Code") with respect to wages and salaries we pay our
worksite employees. There are essentially three types of federal employment tax obligations:
•
income tax withholding requirements;
•
obligations under the Federal Income Contribution Act ("FICA"); and
•
obligations under the Federal Unemployment Tax Act ("FUTA").
Under the Code, employers have the obligation to withhold and remit the employer portion and,
where applicable, the employee portion of these taxes. Most states impose similar employment tax
obligations on the employer. While the CSA provides that we have sole legal responsibility for
making these tax contributions, the IRS or applicable state taxing authority could conclude that
such liability cannot be completely transferred to us. Accordingly, in the event that we fail to
meet our tax withholding and payment obligations, the client may be held jointly and severally
liable for those obligations. While this interpretive issue has not, to our knowledge, discouraged
clients from enrolling with Administaff, a definitive adverse resolution of this issue may
discourage clients from enrolling in the future.
USE OF PROCEEDS
We will not receive any proceeds from the sale by the Selling Stockholders of any of the
shares offered hereby. We will pay all of the costs of this offering other than brokerage and
underwriting fees and commissions.
SELLING STOCKHOLDERS
The following table sets forth information with respect to the Selling Stockholders as of
January 31, 2007. Each of the Selling Stockholders named below acquired the shares of common stock
pursuant to the Plan or pursuant to written compensation agreements between us and the Selling
Stockholder, or is the transferee by gift of a person who acquired the shares under one of these
plans. Except as otherwise noted, we determine beneficial ownership in accordance with Rule
13d-3(d) promulgated by the Securities and Exchange Commission ("Commission") under the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"). We treat shares of common stock issuable
pursuant to options, warrants and convertible securities, to the extent these securities are
currently exercisable within 60 days of January 31, 2007, as outstanding for computing the
percentage of the person holding such securities.
8
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Each of the Selling Stockholders is currently, or has been within the past three years, an
employee, officer or director of ours or of our predecessors or affiliates. Because the Selling
Stockholders may offer all or some portion of the shares pursuant to this prospectus, we cannot
give an estimate as to the number of shares that the Selling Stockholders will hold upon
termination of any of these sales. In addition, the Selling Stockholders identified below may have
sold, transferred or otherwise disposed of all or a portion of their shares since the date on which
they provided the information to us regarding their shares, in transactions exempt from the
registration requirements of the Securities Act of 1933, as amended (the "Securities Act").
Number of
Number of
Shares
Percentage of
Shares
Number of
Beneficially
Shares Beneficially
Beneficially
Shares
Owned After
Owned After
Owned
Offered
Offering (1)
Offering (1)
Mark Allen
20,000
20,000
0
*
A. Steve. Arizpe
320,859
22,000
298,859
1.1%
Ross Astramecki
15,648
2,500
13,148
*
Michael Berger
8,896
2,500
6,396
*
Dennis Buchanan
7,995
2,500
5,495
*
Gregory Clouse
20,868
10,000
10,868
*
Betty Collins
45,276
10,000
35,276
*
Timothy Dennis
12,400
2,500
9,900
*
Roger Gaskamp
85,076
10,000
75,076
*
Salvatore Giuffrida
18,810
2,500
16,310
*
Charles Hartland
20,885
2,500
18,385
*
Samuel Larson
95,457
10,000
85,457
*
Randall McCollum
56,805
10,000
46,805
*
Jay E. Mincks
219,520
22,000
197,520
*
Kenneth Randle
4,500
2,500
2,000
*
Martin Scirratt
15,557
10,000
5,557
*
Douglas Sharp
86,285
15,000
71,285
*
John H. Spurgin, II
43,400
15,000
28,400
*
Jon Wilson
39,062
2,500
36,562
*
•
Less than 1%
(1) Assumes that all shares offered hereby are sold but no other securities held by the
selling stockholder are sold.
PLAN OF DISTRIBUTION
Who may sell and applicable restrictions
. The Selling Stockholders will be offering and
selling all shares offered and sold under this prospectus. Alternatively, the Selling Stockholders
may, from time to time, offer the shares through brokers, dealers or agents that may receive
customary brokerage compensation in the form of discounts, commissions or concessions from the
Selling Stockholders and/or the purchasers of the shares for whom they may act as agent. In
effecting sales, broker-dealers that are engaged by the Selling Stockholders may arrange for other
broker-dealers to participate. The Selling Stockholders and any brokers, dealers or agents who
participate
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in the distribution of the shares may be deemed to be underwriters within the meaning of
Section 2(11) of the Securities Act. Any profits on the sale of the shares by them and any
discounts, commissions or concessions received by any broker, dealer or agent might be deemed to be
underwriting discounts and commissions under the Securities Act. To the extent the Selling
Stockholders may be deemed to be underwriters, the Selling Stockholders may be subject to certain
statutory liabilities, including, but not limited to, Sections 11, 12 and 17 of the Securities Act.
Manner of Sales
. The Selling Stockholders will act independently of us in making decisions
with respect to the timing, manner and size of each sale. Sales may be made on the New York Stock
Exchange or other over-the-counter markets. The shares may be sold at then prevailing market
prices, at prices related to prevailing market prices or at negotiated prices. Selling Stockholders
may also resell all or a portion of the shares in open market transactions in reliance upon Rule
144 under the Securities Act, provided they meet the criteria and conform to the requirements of
this rule. The Selling Stockholders may decide not to sell any of the shares offered under this
prospectus, and Selling Stockholders may transfer, devise or gift these shares by other means.
Prospectus Delivery
. Because Selling Stockholders may be deemed to be underwriters within the
meaning of Section 2(11) of the Securities Act, they will be subject to the prospectus delivery
requirements of the Securities Act. If a particular offer of the shares is to be made other than as
described herein, a revised prospectus, or prospectus supplement, will, to the extent required, be
distributed which will set forth the terms of such offer.
In addition, if we receive notice from a Selling Stockholder that a donee or pledgee intends
to sell more than 1,000 shares, a supplement to this prospectus will be filed.
Expenses associated with registration
. We have agreed to pay the expenses of registering the
shares under the Securities Act, including registration and filing fees, printing and duplication
expenses, administrative expenses and legal and accounting fees. Each Selling Stockholder will pay
its own brokerage, underwriting fees and commissions, and legal fees, if any.
Suspension of this offering
. We may suspend the use of this prospectus if we learn of any
event that causes this prospectus to include an untrue statement of a material effect or fail to
state a material fact required to be stated in the prospectus or necessary to make the statements
in the prospectus not misleading in the light of the circumstances then existing. If this type of
event occurs, a prospectus supplement or post-effective amendment, if required, will be distributed
to each Selling Stockholder.
LEGAL MATTERS
Baker Botts L.L.P. has passed upon the validity of the issuance of the shares being offered by
this prospectus.
INFORMATION INCORPORATED BY REFERENCE
The following documents have been filed by the Company pursuant to the Exchange Act, with the
Commission and are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
2. The summary of the rights to purchase preferred stock and the description of the Company's
Series A Junior Participating Preferred Stock, par value $0.01 per share, contained in the
Company's Registration Statement on Form 8-A filed with the Commission on February 5, 1998, and as
subsequently amended on May 19, 1999, August 9, 1999, May 16, 2003, August 22, 2003, February 25,
2004 and March 1, 2006.
3. The description of the Company's common stock, par value $0.01 per share, contained in the
Company's Registration Statement on Form 8-A filed with the Commission on October 6, 1995.
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All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to
the filing of a post-effective amendment that indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, will be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of filing of such
documents. Any statement contained in any document incorporated or deemed to be incorporated by
reference herein will be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded will not be deemed, except as modified
or superseded, to constitute a part of this registration statement.
The Company will provide to any person, including any beneficial owner of its securities, to
whom this prospectus is delivered, a copy of any or all of this information that has been
incorporated by reference in this prospectus but not delivered with this prospectus. You may make
such requests at no cost to you by writing or telephoning the Company at the following address or
number:
Administaff, Inc.,
19001 Crescent Springs Drive
Kingwood, Texas 77339
(281) 358-8986
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
We have filed with the Commission, a Registration Statement on Form S-8 (including a Form S-3
Prospectus) under the Securities Act with respect to the shares of common stock offered by this
prospectus. A copy of any document incorporated by reference in the registration statement (not
including exhibits to the information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that the registration statement
incorporates) will be provided by us without charge to any person (including any beneficial owner)
to whom this prospectus has been delivered upon the oral or written request of such person. Such
requests should be directed to Administaff, Inc., 19001 Crescent Springs Drive, Kingwood, Texas
77339, Attention: Ruth Holub. Our telephone number at that address is (281) 358-8986.
We are also subject to the informational requirements of the Exchange Act and are required to
file annual and quarterly reports, proxy statements and other information with the Commission. You
can inspect and copy reports and other information filed by us with the Commission at the
Commission's Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You
may also obtain information on the operation of the Public Reference Room by calling the Commission
at 1-800-SEC-0300. The Commission also maintains an Internet site at http://www.sec.gov that
contains reports, proxy and information statements regarding issuers, including us, that file
electronically with the Commission. Our Web site is
www.administaff.com
You should only rely on the information incorporated by reference or provided in this
prospectus or any supplement. We have not authorized anyone else to provide you with different
information. The common stock is not being offered in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any supplement is accurate as of
any date other than the date on the front of this prospectus.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
This registration statement incorporates herein by reference the following documents which
have been filed with the Commission by the Company pursuant to the Exchange Act:
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1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
2. The summary of the rights to purchase preferred stock and the description of the Company's
Series A Junior Participating Preferred Stock, par value $0.01 per share, contained in the
Company's Registration Statement on Form 8-A filed with the Commission on February 5, 1998 and as
subsequently amended on May 19, 1999, August 9, 1999, May 16, 2003, August 22, 2003, February 25,
2004 and March 1, 2006.
3. The description of the Company's common stock, par value $0.01 per share, contained in the
Company's Registration Statement on Form 8-A filed with the Commission on October 6, 1995.
Each document filed with the Commission by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold, or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a
part hereof from the date of filing such documents.
Any statement contained in this Registration Statement, in an amendment hereto or in a
document incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein or in any
subsequently filed amendment to this Registration Statement or in any document that also is
incorporated by reference herein modifies or supersedes such statement. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
The consolidated financial statements included in the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 2006, have been so incorporated in reliance on the report of
Ernst & Young LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Delaware Code
The Company is incorporated under the laws of the State of Delaware. Section 145 ("Section
145") of Title 8 of the Delaware Code gives a corporation power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative (other than an action by or
in the right of the corporation) by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe the person's
conduct was unlawful.
Section 145 also gives a corporation power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the fact that the person
is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
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another corporation, partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by the person in connection with the
defense or settlement of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the corporation, except
that no indemnification shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation unless and only to the extent that
the Delaware Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem proper. Section 145
further provides that, to the extent that a present or former director or officer of a corporation
has been successful on the merits or otherwise in defense of any such action, suit or proceeding,
or in defense of any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such person in connection
therewith.
Section 145 provides that expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay
such amount if it is ultimately determined that such person is not entitled to be indemnified by
the corporation as authorized by Section 145. Such expenses (including attorneys' fees) incurred
by former directors and officers or other employees and agents may be so paid upon such terms and
conditions, if any, as the corporation deems appropriate.
Section 145 also authorizes a corporation to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any liability asserted
against such person and incurred by such person in any such capacity, arising out of such person's
status as such, whether or not the corporation would otherwise have the power to indemnify such
person against such liability under Section 145.
The above discussion of Section 145 is not intended to be exhaustive and is qualified in its
entirety by such statute.
Amended Bylaws
The Company's Amended Bylaws (the "Bylaws") provide for the indemnification of its
officers, directors, employees and agents and the advancement to them of expenses in connection
with actions, suits or proceedings, to the fullest extent permitted by law. The indemnification
and advancement of expenses provided by the Company's Bylaws is not exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be or become entitled to
under any law, the Company's Certificate of Incorporation, agreement, the vote of stockholders or
disinterested directors or otherwise, or under any policy or policies of insurance purchased and
maintained by the Company on behalf of any such person, both as to action in his official capacity
and as to action in another capacity while holding such office.
The indemnification provided by the Company's Bylaws is subject to all valid and applicable
laws, and, in the event the Company's Bylaws or any of the provisions thereof or the
indemnification contemplated thereby are found to be inconsistent with or contrary to any such
valid laws, the latter shall be deemed to control and the Company's Bylaws shall be regarded as
modified accordingly, and, as so modified, to continue in full force and effect. The
indemnification and advancement of expenses provided by the Company's Bylaws continues as to any
person who has ceased to be a director, officer, employee or agent of the Company and will inure to
the benefit of the estate, executors, administrators, heirs, legatees and devisees of any person
entitled to indemnification under the Company's Bylaws.
The above discussion of the Company's Bylaws is not intended to be exhaustive and is qualified
in its entirety by the Bylaws.
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Insurance
All of the Company's directors and officers will be covered by insurance policies maintained
by the Company against certain liabilities for actions taken in their capacities as such, including
liabilities under the Securities Act.
Item 7. Exemption from Registration Claimed.
The sale and issuance of securities to the Selling Stockholders was deemed to be exempt from
registration under the Securities Act by virtue of Section 4(2) of the Securities Act.
Item 8. Exhibits.
The following documents are filed as a part of this Registration Statement or incorporated by
reference herein:
Exhibit
No.
Description
4.1
—
Certificate of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (No. 33-96952)).
4.2
—
Bylaws of the Company, as amended on March 7, 2001
(incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000).
4.3
—
Certificate of Designations of Series A Junior
Participating Preferred Stock of the Company dated
February 4, 1998 (incorporated by reference to Exhibit 2
to the Company's Form 8-A filed on February 4, 1998).
4.4
—
Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-1 (No. 33-96952)).
4.5
—
Form of Rights Certificate (incorporated by reference to
Exhibit 3 to the Company's Form 8-A filed on February 4,
1998).
4.6
—
Amended and Restated Rights Agreement effective as of
August 21, 2003 between the Company and Mellon Investor
Services LLC, as Rights Agent (incorporated by reference
to Exhibit 1 to the Company's Form 8-A/A filed on May 16,
2003).
4.7
—
Amendment No. 1 to Amended and Restated Rights Agreement
dated as of August 21, 2003 between the Company and
Mellon Investor Services LLC, as Rights Agent
(incorporated by reference to Exhibit 1 to the Company's
Form 8-A/A filed on August 22, 2003).
4.8
—
Amendment No. 2 to Amended and Restated Rights Agreement
dated as of February 24, 2004 between the Company and
Mellon Investor Services LLC, as Rights Agent
(incorporated by reference to Exhibit 4.10 of the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2003).
4.9
—
Amendment No. 3 to Amended and Restated Rights Agreement
dated as of February 24, 2006 between the Company and
Mellon Investor Services LLC, as Rights Agent
(incorporated by reference to Exhibit 1 to the Company's
Form 8-A/A filed on March 1, 2006).
10.1
—
Amended and Restated Administaff, Inc. 2001 Incentive
Plan (incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2006.
5*
—
Opinion of Baker Botts L.L.P.
23.1*
—
Consent of Baker Botts L.L.P. (included in Exhibit 5)
23.2*
—
Consent of Ernst & Young LLP.
* Filed herewith
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Item 9. Undertakings.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) of the Securities Act of 1933 if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any material
change to such information in this registration statement;
provided, however,
that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial
bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering
thereof.
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(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant in the successful
defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on February 12, 2007.
ADMINISTAFF, INC.
By:
/s/ John H. Spurgin, II
John H. Spurgin, II
Senior Vice President, Legal,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities indicated and on February 12, 2007.
/s/ Paul J. Sarvadi
Paul J. Sarvadi
Chairman of the Board,
Chief Executive Officer and
Director
(Principal Executive Officer)
/s/ Richard G. Rawson
Richard G. Rawson
President and Director
/s/ Douglas S. Sharp
Douglas S. Sharp
Vice President, Finance,
Chief Financial Officer and
Treasurer
(Principal Financial Officer)
*
Michael W. Brown
Director
*
Jack M. Fields, Jr.
Director
*
Dr. Eli Jones
Director
*
Paul S. Lattanzio
Director
*
Gregory E. Petsch
Director
/s/ Austin P. Young
Austin P. Young
Director
*By:
/s/ John H. Spurgin, II
John H. Spurgin, II, attorney-in-fact
Table of Contents
EXHIBIT INDEX
Exhibit
No.
Description
4.1
—
Certificate of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (No. 33-96952)).
4.2
—
Bylaws of the Company, as amended on March 7, 2001
(incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000).
4.3
—
Certificate of Designations of Series A Junior
Participating Preferred Stock of the Company dated
February 4, 1998 (incorporated by reference to Exhibit 2
to the Company's Form 8-A filed on February 4, 1998).
4.4
—
Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-1 (No. 33-96952)).
4.5
—
Form of Rights Certificate (incorporated by reference to
Exhibit 3 to the Company's Form 8-A filed on February 4,
1998).
4.6
—
Amended and Restated Rights Agreement effective as of
August 21, 2003 between the Company and Mellon Investor
Services LLC, as Rights Agent (incorporated by reference
to Exhibit 1 to the Company's Form 8-A/A filed on May 16,
2003).
4.7
—
Amendment No. 1 to Amended and Restated Rights Agreement
dated as of August 21, 2003 between the Company and
Mellon Investor Services LLC, as Rights Agent
(incorporated by reference to Exhibit 1 to the Company's
Form 8-A/A filed on August 22, 2003).
4.8
—
Amendment No. 2 to Amended and Restated Rights Agreement
dated as of February 24, 2004 between the Company and
Mellon Investor Services LLC, as Rights Agent
(incorporated by reference to Exhibit 4.10 of the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2003).
4.9
—
Amendment No. 3 to Amended and Restated Rights Agreement
dated as of February 24, 2006 between the Company and
Mellon Investor Services LLC, as Rights Agent
(incorporated by reference to Exhibit 1 to the Company's
Form 8-A/A filed on March 1, 2006).
10.1
—
Amended and Restated Administaff, Inc. 2001 Incentive
Plan (incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2006.
5*
—
Opinion of Baker Botts L.L.P.
23.1*
—
Consent of Baker Botts L.L.P. (included in Exhibit 5)
23.2*
—
Consent of Ernst & Young LLP.
*
Filed herewith