As
filed with the Securities and Exchange Commission on June 18,
2008
Registration
No. 333-36363
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
ADMINISTAFF,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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76-0479645
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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19001
Crescent Springs Drive
Kingwood,
Texas 77339-3802
(Address
of principal executive offices and zip code)
ADMINISTAFF,
INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
(Full
title of the plan)
Daniel
D. Herink
Senior
Vice President of 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
EXPLANATORY
NOTE
This
Post-Effective Amendment on Form S-8 relates to the Registration Statement
on
Form S-8 (Registration No. 333-36363) of Administaff, Inc. (the “Company”) filed
September 25, 1997. The Registration Statement registered 200,000 shares
of
Common Stock, par value $0.01 per share, of the Company (the “Shares”), which
were to be offered and sold pursuant the Administaff, Inc. 1997 Employee
Stock
Purchase Plan (the “1997 Plan”). No future awards will be made under the 1997
Plan. In accordance with an undertaking made by the Company in the Registration
Statement to remove by means of a post-effective amendment any securities
that
remain unsold at the termination of the offering, this Post-Effective Amendment
is being filed to remove from registration all of the Shares not heretofore
sold
pursuant to the Registration Statement. The Registration Statement is hereby
amended, as appropriate, to reflect the deregistration of such
Shares.
SIGNATURE
Pursuant
to the requirements of the Securities Act of 1933, as amended, 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 Kingwood, State of Texas, on June 18,
2008.
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ADMINISTAFF,
INC. |
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By: |
/s/
Daniel D. Herink |
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Daniel
D. Herink |
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Senior
Vice President of Legal,
General
Counsel and Secretary
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