Insperity, Inc. (NYSE:NSP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.Entry into a Material Definitive Agreement.
On November 16, 2017, Insperity, Inc. (the “Company”) entered into Amendment No. 5 (the “Amendment”) to that certain Credit Agreement dated as of September 15, 2011 between the Company, ZB, N.A. dba Amegy Bank (successor in interest by merger), as agent, and other lenders (as amended, the “Agreement”). The Amendment amends the definition of “Cash Distributions” in the Agreement to exclude the special cash dividend of $2.00 per share of common stock payable on December 18, 2017 to stockholders of record as of December 4, 2017 (the “Special Dividend”).
Item 3.03.Material Modification to Rights of Security Holders.
Effective as of November 13, 2017, the Rights Agreement dated November 13, 2007 between the Company and Mellon Investor Services, LLC (the “Rights Agreement”) expired in accordance with its terms. The Rights Agreement provided holders of common stock of the Company with the right to purchase shares of Series A Junior Participating Preferred Stock (“Series A Preferred Stock”) upon the terms and subject to the conditions set forth in the Rights Agreement. As a result, the stock purchase rights under the Rights Agreement have been terminated and are no longer effective.
Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the expiration of the Rights Agreement described in Item 3.03 above, the Company filed a certificate of elimination with the Secretary of State of the State of Delaware on November 17, 2017. The certificate of elimination, which was effective upon filing, eliminated from the certificate of incorporation of the Company all matters set forth in the certificate of designations with respect to the Series A Preferred Stock. No shares of the Series A Preferred Stock were issued or outstanding at the time of the filing of the certificate of elimination. A copy of the certificate of elimination is attached hereto as Exhibit 3.1 and is incorporated into this Item 5.03 by reference.
Item 8.01.Other Events.
On November 16, 2017, the Company issued a press release announcing that its Board of Directors has declared the Special Dividend, a two-for-one stock split in the form of a 50% stock dividend and an increase in its stock repurchase plan, amongst other matters. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01.Financial Statements and Exhibits.
INSPERITY, INC. ExhibitEX-3.1 2 ex31-certofeliminationseri.htm EXHIBIT 3.1 Exhibit Exhibit 3.1CERTIFICATE OF ELIMINATIONwith respect toSERIES A JUNIOR PARTICIPATING PREFERRED STOCKofINSPERITY,…To view the full exhibit click here
About Insperity, Inc. (NYSE:NSP)
Insperity, Inc. (Insperity) provides an array of human resources (HR) and business solutions. The Company’s HR services offerings are provided through its Workforce Optimization and Workforce Synchronization solutions (together, its professional employer organization (PEO) HR Outsourcing solutions), which encompass a range of human resources functions, including payroll and employment administration, employee benefits, workers’ compensation, government compliance, performance management, and training and development services. In addition to its PEO HR Outsourcing solutions, the Company offers human capital management, payroll services, time and attendance, performance management, organizational planning, recruiting services, employment screening, financial and expense management services, retirement services and insurance services, many of which are offered through desktop applications and cloud-based delivery models.
