- Current report filing (8-K)
May 20 2009 - 5:24PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of report (Date of earliest event
reported):
May 15,
2009
GEVITY
HR, INC.
(Exact name of registrant
as specified in charter)
Florida
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0-22701
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65-0735612
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(State of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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9000
Town Center Parkway
Bradenton,
Florida 34202
(Address of principal
executive offices / Zip Code)
(941) 741-4300
(Registrants
telephone number, including area code)
Not Applicable
(Former name or
former address, if changed since last report)
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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
In anticipation of the Merger (referenced in Item 8.01 Other Events
below), on May 15, 2009, Gevity HR, Inc. (the
Company
)
provided a notice of termination of employment
(deemed to be without cause) effective as of the expected June 1,
2009 Merger date to the following persons: Michael J. Lavington, Chairman and
Chief Executive Officer; Garry J. Welsh, Senior Vice President and Chief
Financial Officer; James E. Hardee, Senior Vice President and Chief Sales and
Marketing Officer; Paul E. Benz, Senior Vice President and Chief Information
Officer; and Edwin E. Hightower, Jr., Senior Vice President and Chief
Legal Officer. These notices were
delivered in accordance with the notice provisions required under the terms and
conditions of the change in control severance agreements previously entered
into between the Company and each of the persons listed above.
Item 8.01
Other Events.
On May 20,
2009, the Company issued a press release announcing that
at a special
meeting of the Companys shareholders held that day, the shareholders approved
the Agreement and Plan of Merger, dated as of March 4, 2009 (the
Merger
Agreement
), among the Company, TriNet Group, Inc. (
TriNet
)
and Gin Acquisition, Inc. (
Merger Sub
) pursuant to which Merger
Sub will be merged with and into the Company (the
Merger
) with the
Company surviving the Merger as a wholly owned subsidiary of TriNet. A copy of the press release is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
In addition, on May 20, 2009, TriNet, Merger Sub and the Company
entered into a letter agreement (the
Letter Agreement
) regarding the
closing of the Merger. A copy of the
Letter Agreement is attached hereto as Exhibit 99.2 and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1
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Press Release, dated May 20, 2009.
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99.2
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Letter Agreement, dated May 20, 2009 between
TriNet, Merger Sub and the Company.
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2
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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GEVITY HR, INC.
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Date: May 20, 2009
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By:
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/s/ Edwin E. Hightower, Jr.
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Edwin E. Hightower, Jr.
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Senior Vice President and Chief Legal Officer
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3
Exhibit Index
Exhibit
Number
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Description
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(d) Exhibits
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99.1
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Press Release, dated May 20, 2009.
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99.2
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Letter Agreement, dated May 20, 2009 between
TriNet, Merger Sub and the Company.
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