INSPERITY, INC. (Form: 8-K, Received: 11/17/2017 17:26:33)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 17, 2017 (November 15, 2017)

(Exact name of registrant as specified in its charter)



Delaware	1-13998	76-0479645
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

19001 Crescent Springs Drive

Kingwood, Texas 77339

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (281) 358-8986

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under The Exchange Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under The Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

[] Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. []

Item 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 100% 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.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

By: /s/ Daniel D. Herink

Senior Vice President of Legal, General Counsel and Secretary

Date: November 17, 2017

CERTIFICATE OF ELIMINATION

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

The undersigned, Christian P. Callens, does hereby certify that:

1. The undersigned is the duly elected and acting Assistant Secretary of Insperity, Inc., a Delaware corporation (the “Company”).

2. Pursuant to authority conferred upon the Board of Directors of the Company by the Certificate of Incorporation of the Company, on November 15, 2017 the Board of Directors of the Company adopted the following resolutions, which resolutions relate to the Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company (“Series A Preferred Stock”) previously established:

BE IT RESOLVED, that none of the authorized shares of the Series A Preferred Stock are outstanding, and none of the authorized shares of Series A Preferred Stock will be issued pursuant to the Certificate of Designations of Series A Junior Participating Preferred Stock of the Company originally filed November 14, 2007 (the “Certificate of Designations”); and further

RESOLVED, that the Company be and hereby is authorized and directed to file with the Secretary of State of the State of Delaware a certificate containing these resolutions, with the effect under the General Corporation Law of the State of Delaware of eliminating 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.

3. I further declare under penalty of perjury that the matters set forth in this Certificate are true and correct of my own knowledge.

[ Signature page follows ]

IN WITNESS WHEREOF, the undersigned has executed this Certificate and does affirm the foregoing as true this 17th day of November, 2017.



INSPERITY, INC.


By:	/s/ Christian P. Callens
	Christian P. Callens
	Managing Counsel and Assistant Secretary

Insperity Announces Two-For-One Stock Split, $2 Special Dividend,

Quarterly Dividend of $0.30, and

Expands Repurchase Program by 500,000 Shares

HOUSTON - Nov. 16, 2017 - Insperity, Inc. (NYSE: NSP), a leading provider of human resources and business performance solutions for America’s best businesses, today announced that its board of directors approved a 2-for-1 stock split in the form of a 100% stock dividend. The stock dividend is payable on December 18, 2017 to all stockholders of record as of December 4, 2017. Insperity’s board of directors also declared a special cash dividend of $2 per share. This special dividend is in addition to the regular quarterly dividend of $0.30 per share. The special and quarterly cash dividends will also be paid on December 18, 2017, to all stockholders of record as of December 4, 2017. The cash dividends will not be payable on any shares to be issued pursuant to the 2-for-1 stock split. The special dividend is expected to return to stockholders approximately $42 million.

Insperity’s board of directors also authorized an expansion of its stock repurchase program by an additional 500,000 shares, and as a result will have approximately 2.8 million shares available for repurchase after giving effect to the stock split. Purchases may be made from time to time directly from stockholders or in the open market, including through Rule 10b5-1 prearranged stock trading plans designed to facilitate Insperity’s repurchase of its common stock during times it would not otherwise be in the market due to self-imposed trading blackout periods or possible possession of material nonpublic information.

“These actions taken by the Insperity Board of Directors reflect our confidence in the unique business model we have at Insperity, and the strong cash flow generated by continuing execution of our strategic plan,” commented Paul J. Sarvadi, Chairman and CEO of Insperity. “Our objective is to continue to provide superior returns to shareholders through share price appreciation driven by double digit earnings growth, share repurchases, and dividends.”

Insperity, a trusted advisor to America’s best businesses for more than 31 years, provides an array of human resources and business solutions designed to help improve business performance. Insperity ^® Business Performance Advisors offer the most comprehensive suite of products and services available in the marketplace. Insperity delivers administrative relief, better benefits, reduced liabilities and a systematic way to improve productivity through its premier Workforce Optimization ^® solution. Additional company offerings include Human Capital Management, Payroll Services, Time and Attendance, Performance Management, Organizational Planning, Recruiting Services, Employment Screening, Financial Services, Expense Management, Retirement Services and Insurance Services. Insperity business performance solutions support more than 100,000 businesses with over 2 million employees. With 2016 revenues of $2.9 billion, Insperity operates in 61 offices throughout the United States. For more information, visit http://www.insperity.com.

The statements contained herein that are not historical facts are forward-looking statements within the meaning of the federal securities laws (Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). You can identify such forward-looking statements by the words “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “likely,” “possibly,” “probably,” “goal,” “opportunity,” “objective,” “target,” “assume,” “outlook,” “guidance,” “predicts,” “appears,” “indicator” and similar expressions. Forward-looking statements involve a number of risks and uncertainties. In the normal course of business, Insperity, Inc., in an effort to help keep our stockholders and the public informed about our operations, may from time to time issue such forward-looking statements, either orally or in writing. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of such plans or strategies, or projections involving anticipated revenues, earnings, unit growth, profit per worksite employee, pricing, operating expenses or other aspects of operating results. We base the forward-looking statements on our expectations, estimates and projections at the time such statements are made. These statements are not guarantees of future performance and involve risks and uncertainties that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Therefore, the actual results of the future events described in such forward-looking statements could differ materially from those stated in such forward-looking statements. Among the factors that could cause actual results to differ materially are: (i) adverse economic conditions; (ii) regulatory and tax developments and possible adverse application of various federal, state and local regulations; (iii) the ability to secure competitive replacement contracts for health insurance and workers’ compensation insurance at expiration of current contracts; (iv) cancellation of client contracts on short notice, or the inability to renew client contracts or attract new clients; (v) vulnerability to regional economic factors because of our geographic market concentration; (vi) increases in health insurance costs and workers’ compensation rates and underlying claims trends, health care reform, financial solvency of workers’ compensation carriers, other insurers or financial institutions, state unemployment tax rates, liabilities for employee and client actions or payroll-related claims; (vii) failure to manage growth of our operations and the effectiveness of our sales and marketing efforts; (viii) the impact of the competitive environment in the PEO industry on our

growth and/or profitability; (ix) our liability for worksite employee payroll, payroll taxes and benefits costs; (x) our liability for disclosure of sensitive or private information; (xi) our ability to integrate or realize expected returns on our acquisitions; (xii) failure of our information technology systems; (xiii) an adverse final judgment or settlement of claims against Insperity; and (xiv) disruptions to our business resulting from the actions of certain stockholders. These factors are discussed in further detail in Insperity’s filings with the U.S. Securities and Exchange Commission. Any of these factors, or a combination of such factors, could materially affect the results of our operations and whether forward-looking statements we make ultimately prove to be accurate.

Except to the extent otherwise required by federal securities law, we do not undertake any obligation to update our forward-looking statements to reflect events or circumstances after the date they are made or to reflect the occurrence of unanticipated events.



3.1	—	Certificate of Elimination with respect to Series A Junior Participating Preferred Stock of Insperity, Inc.
99.1	—	Press release, dated November 16, 2017, issued by Insperity, Inc.


(d)	Exhibits