- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
March 05 2009 - 5:28PM
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: March 5, 2009
GEVITY HR, INC.
(Exact name of registrant as specified in charter)
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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
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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þ
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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TABLE OF CONTENTS
Item 8.01 Other Events.
On March 5, 2009, Gevity HR, Inc. (Gevity) issued a press release announcing the execution of a
definitive merger agreement (the Merger Agreement) pursuant to which Gevity will be acquired by
TriNet Group, Inc. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
On March 4, 2009 Gevitys board of directors declared a dividend of $0.05 per share on outstanding
shares of common stock, payable on April 30, 2009 to holders of Gevitys common stock of
record on April 16, 2009. In addition, Gevitys board of directors has postponed the 2009 annual
meeting of shareholders that had been scheduled for May 20, 2009 due to Gevitys entry into the
Merger Agreement.
On March 5, 2009, Gevity distributed the communications attached hereto as Exhibit 99.2, Exhibit
99.3, Exhibit 99.4, Exhibit 99.5, Exhibit 99.6, Exhibit 99.7 and Exhibit 99.8, which are
incorporated herein by reference.
Additional Information and Where to Find it
In connection with the proposed merger and required shareholder approval, Gevity will file a proxy
statement with the U.S. Securities and Exchange Commission (the SEC). INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GEVITY AND THE MERGER. Investors
and security holders may obtain free copies of these documents (when they are available) and other
documents filed with the SEC at the SECs web site at www.sec.gov. In addition, the documents
filed by Gevity with the SEC may be obtained free of charge by contacting Gevity at Gevity HR,
Inc., Attn: Investor Relations, 9000 Town Center Parkway, Bradenton, Florida 34202, Telephone:
1-800-243-8489, extension 4034. Our filings with the SEC are also available on our website at
www.gevity.com.
Participants in the Solicitation
Gevity and its officers and directors may be deemed to be participants in the solicitation of
proxies from Gevitys shareholders with respect to the merger. Information about Gevitys
officers and directors and their ownership of Gevitys common shares is set forth in the proxy
statement for Gevitys 2008 Annual Meeting of Shareholders, which was filed with the SEC on April
17, 2008. Investors and security holders may obtain more detailed information regarding the
direct and indirect interests of Gevity and its respective officers and directors in the merger by
reading the preliminary and definitive proxy statements regarding the merger, which will be filed
with the SEC.
Item 9.01 Financial Statements and Exhibits.
(d)
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Exhibit 99.1 Press Release dated March 5, 2009.
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Exhibit 99.2 Email to Employees from Michael Lavington
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Exhibit 99.3 Form of Client Email from Michael Lavington
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Exhibit 99.4 Form of Email to Prospects
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Exhibit 99.5 Form of Outbound Call Script
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Exhibit 99.6 Client Frequently Asked Questions
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Exhibit 99.7 Employee Frequently Asked Questions
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Exhibit 99.8 Form Letter to Clients
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SIGNATURES
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 thereunto duly authorized.
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GEVITY HR, INC.
(Registrant)
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Dated: March 5, 2009
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By :
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/s/ Edwin E. Hightower, Jr
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Name:
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Edwin E. Hightower, Jr.
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Title:
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Senior Vice President and Chief Legal
Officer
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EXHIBIT INDEX
Exhibit 99.1 Press Release dated March 5, 2009.
Exhibit 99.2 Email to Employees from Michael Lavington
Exhibit 99.3 Form of Client Email from Michael Lavington
Exhibit 99.4 Form of Email to Prospects
Exhibit 99.5 Form of Outbound Call Script
Exhibit 99.6 Client Frequently Asked Questions
Exhibit 99.7 Employee Frequently Asked Questions
Exhibit 99.8 Form Letter to Clients
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