SEC Comment Letter for INSPERITY, INC. (NSP) (CIK 0001000753) (NSP) — Aug 7, 2008
INSPERITY, INC. (NSP) (CIK 0001000753)
Date: Aug. 7, 2008 · CIK: 0001000753 · Accession: 0000000000-08-039738
AI Filing Summary & Sentiment
File numbers found in text: 001-13998
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
DIVISION OF CORPORATION FINANCE
Mail Stop 3720 August 7, 2008
Paul J. Sarvadi Chief Executive Officer Administaff, Inc. 19001 Crescent Springs Drive Kingwood, Texas 77339 Re: Administaff, Inc. Form 10-K for period ended December 31, 2007 Filed February 7, 2008 File No. 001-13998 Dear Mr. Sarvadi: We have reviewed your filings and have the following comments. All comments should be complied with in all future filings . Please indicate, in yo ur response letter, your understanding of our request for future complian ce. Where indicated, we think you should revise your future filings in response to these comments. If you disagree, we will consider your explanation as to why our commen ts are inapplicable or a revision is unnecessary. Please be as detailed as necessary in your e xplanation. In some of our comme nts, we may ask you to provide us with information so we may better unders tand your disclosure. After reviewing this information, we may or may not raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requir ements, and to enhance the overall disclosure in your filings. We look forward to working with you in these respects. We welcome any questions you may have about our comments, or on any other aspect of our review. Feel free to call us at the telephone numbers lis ted at the end of this letter.
Paul J. Sarvadi Administaff, Inc. August 7, 2008 Page 2
Exhibits Consent of Independent Registered Public Accounting Firm, Exhibit 23.1
1. Please confirm that your auditor’s consent was signed on February 4, 2008, as opposed to February 4, 2007 (the date actually reflected on the filed consent). Compensation Discussion and Analysis, page 10
Determination of Compensation Amounts and Formulas, page 11
2. We note your use of an executive compensati on study which included an analysis of a peer group of companies. We also note your use of tally sheets in your compensation determinations. In future f ilings, discuss in more specific detail how this information was used in determining your total compensation package for your named executive officers. For example, if you targeted your total compensation for your named executive officers at the median of the total compensation paid at the peer group of companies, indicate so.
* * * *
Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a letter that keys your respon ses to our comments and provides any requested information. Detailed letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information re quired under the Securities Exchange Act of 1934 and that they have provi ded all information investors require for an informed investment decision. Since the compa ny and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of the disclosures they have made. In connection with responding to our comme nts, please provide, in writing, a statement from the company acknowledging that • the company is responsible for the adequacy and accuracy of the disclo sure in the filings;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.
Paul J. Sarvadi Administaff, Inc. August 7, 2008 Page 3
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the sta ff of the Division of Corporati on Finance in our review of your filings or in response to our comments on your filings.
As appropriate, please ensure that all future filings comply with these comments. Please contact Collin Webster, Staff Attorney, at (202) 551-3522 or me at (202) 551-3810 with any questions.
S i n c e r e l y , / s / L a r r y S p i r g e l A s s i s t a n t D i r e c t o r cc: Dan Herink via facsimile : 281.348.2859
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3720
August 7, 2008
Paul J. Sarvadi
Chief Executive Officer Administaff, Inc. 19001 Crescent Springs Drive Kingwood, Texas 77339
Re: Administaff, Inc. Form 10-K for period ended December 31, 2007 Filed February 7, 2008
File No. 001-13998
Dear Mr. Sarvadi:
We have reviewed your filings and have the following comments. All comments should
be complied with in all future filings . Please indicate, in yo ur response letter, your
understanding of our request for future complian ce. Where indicated, we think you should revise
your future filings in response to these comments. If you disagree, we will consider your explanation as to why our commen ts are inapplicable or a revision is unnecessary. Please be as
detailed as necessary in your e xplanation. In some of our comme nts, we may ask you to provide
us with information so we may better unders tand your disclosure. After reviewing this
information, we may or may not raise additional comments. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements, and to enhance the overall disclosure in
your filings. We look forward to working with you in these respects. We welcome any
questions you may have about our comments, or on any other aspect of our review. Feel free to call us at the telephone numbers lis ted at the end of this letter.
Paul J. Sarvadi
Administaff, Inc.
August 7, 2008
Page 2
Exhibits
Consent of Independent Registered Public Accounting Firm, Exhibit 23.1
1. Please confirm that your auditor’s consent was signed on February 4, 2008, as opposed to
February 4, 2007 (the date actually reflected on the filed consent).
Compensation Discussion and Analysis, page 10
Determination of Compensation Amounts and Formulas, page 11
2. We note your use of an executive compensati on study which included an analysis of a
peer group of companies. We also note your use of tally sheets in your compensation
determinations. In future f ilings, discuss in more specific detail how this information was
used in determining your total compensation package for your named executive officers.
For example, if you targeted your total compensation for your named executive officers at the median of the total compensation paid at the peer group of companies, indicate so.
* * * *
Please respond to these comments within 10 business days or tell us when you will
provide us with a response. Please furnish a letter that keys your respon ses to our comments and
provides any requested information. Detailed letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision. Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made. In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclo sure in the filings;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and
• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of the United States.
Paul J. Sarvadi
Administaff, Inc.
August 7, 2008
Page 3
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our comments on your filings.
As appropriate, please ensure that all future filings comply with these comments. Please
contact Collin Webster, Staff Attorney, at (202) 551-3522 or me at (202) 551-3810 with any
questions.
S i n c e r e l y , / s / L a r r y S p i r g e l A s s i s t a n t D i r e c t o r cc: Dan Herink via facsimile : 281.348.2859