Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on August 4, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Insperity, Inc.

(Exact name of registrant as specified in its charter)




Delaware (State or Other Jurisdiction of Incorporation or Organization)			76-0479645 (I.R.S. Employer Identification Number)
19001 Crescent Springs Drive Kingwood, Texas (Address of Principal Executive Offices)			77339 (Zip Code)

Insperity, Inc. Incentive Plan

(Full Title of the Plan)

Daniel D. Herink

Executive Vice President, Legal, General Counsel and Secretary

Insperity, Inc.

19001 Crescent Springs Drive

Kingwood, Texas 77339-3802

(281) 358-8986

(Name, address and telephone number, including area code, of agent for service)

with a copy to:

James B. Marshall

Baker Botts L.L.P.

910 Louisiana

Houston, Texas 77002

(713) 229-1234

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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 7(a)(2)(B) of the Securities Act. ¨

REGISTRATION OF ADDITIONAL SECURITIES

Insperity, Inc. (the “Company” or the “Registrant”) previously registered 3,749,005 of its common stock, par value $0.01 per share (the “Shares” or “Common Stock”), available for grant of awards pursuant to the Insperity, Inc. Incentive Plan (the “Plan”), formerly known as the Insperity, Inc. 2012 Incentive Plan, as amended and restated effective June 16, 2017, as further amended effective December 30, 2019, and as thereafter amended and restated effective May 22, 2023. The registration of these Shares was filed on (a) a Form S-8 Registration Statement with the Securities and Exchange Commission (“SEC”) on May 21, 2012 (File Number 333-181569) and (b) a Form S-8 Registration Statement with the SEC on November 3, 2017 (File Number 333-221310) (collectively, the “Prior Registration Statements”), in accordance with the Securities Act of 1933, as amended.

The Registrant’s Board of Directors adopted, and on May 22, 2023 the shareholders of the Registrant approved, an amendment to the Plan to provide that, among other things, an additional 1,325,000 Shares be available for issuance under the Plan.

This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.




Exhibit Number		Exhibit
*	4.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 29, 2018).
*	4.2	Amended and Restated Bylaws of Insperity, Inc. dated February 17, 2014 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 18, 2014).
*	4.3	Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (No. 33-96952)).
*	4.4	Insperity, Inc. Incentive Plan (As Amended and Restated Effective May 22, 2023) (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 17, 2023).
	5.1	Legal Opinion of Baker Botts L.L.P.
	23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm of Insperity, Inc.
	23.2	Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
	24.1	Powers of Attorney.
	107	Filing Fee Table.

* Incorporated by reference herein as indicated.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Houston, State of Texas, on the 4th day of August, 2023.




			INSPERITY, INC.

						/s/ Daniel D. Herink
			By:			Daniel D. Herink Executive Vice President, Legal General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on the 4th day of August, 2023.


Signature						Title

/s/ Paul J. Sarvadi						Chairman of the Board, Chief Executive Officer and Director (principal executive officer)
Paul J. Sarvadi

/s/ Douglas S. Sharp						Executive Vice President of Finance, Chief Financial Officer and Treasurer (principal financial and accounting officer)
Douglas S. Sharp

*						Director
Timothy Clifford

*						Director
Eli Jones

*						Director
Carol R. Kaufman

*						Director
John L. Lumelleau

*						Director
Ellen H. Masterson

*						Director
Randall Mehl

*						Director
John Morphy

*						Director
Latha Ramchand

*						Director
Richard G. Rawson




*By:						/s/ Daniel D. Herink
						Daniel D. Herink
						Attorney-in-Fact

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Insperity, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1. Newly Registered Securities


Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Unit (2)		Maximum Offering Price		Fee Rate	Amount of Registration Fee
Equity	Ordinary Shares, par value $0.01 per share	457(h)	1,325,000	$	95.76	$	126,882,000	0.0001102	$	13,982.40
Total Offering Amounts									$	13,982.40
Total Fee Offsets									—
Net Fee Due									$	13,982.40

_________________

(1)Represents the aggregate additional number of shares of the registrant’s ordinary shares, $0.01 par value per share, reserved for issuance under the Insperity, Inc. Incentive Plan.

(2)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933. Represents the average high and low prices per share of the registrant’s ordinary shares as reported on the NYSE stock market on August 2, 2023.


910 LOUISIANA HOUSTON, TEXAS 77002-4995 TEL +1 713.229.1234 FAX +1 713.229.1522 BakerBotts.com


AUSTIN BRUSSELS DALLAS DUBAI HOUSTON LONDON


NEW YORK PALO ALTO RIYADH SAN FRANCISCO SINGAPORE WASHINGTON

August 4, 2023

Insperity, Inc.

19001 Crescent Springs Drive

Kingwood, Texas 77339

Ladies and Gentlemen:

As set forth in the Registration Statement on Form S-8 (the “Registration Statement”) to be filed on the date hereof by Insperity, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to 1,325,000 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company issuable pursuant to the Insperity. Inc. Incentive Plan (As Amended and Restated Effective May 22, 2023) (the “Plan”), certain legal matters with respect to the Shares are being passed upon for you by us. At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.

In our capacity as your counsel in the connection referred to above, we have examined originals, or copies certified or otherwise identified, of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company, each as amended to date, the Plan, corporate records of the Company, including minute books of the Company, as furnished to us by the Company, certificates of public officials and of representatives of the Company, statutes and other instruments and documents as a basis for the opinions hereinafter expressed. In giving such opinions, we have relied upon certificates of officers of the Company and of public officials with respect to the accuracy of the factual matters contained in such certificates. In giving the opinions below, we have assumed, without independent investigation, that the signatures on all documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete, that all documents submitted to us as copies are true and correct copies of the originals thereof and that all information submitted to us was accurate and complete. In addition, we have assumed for purposes of this opinion that the consideration received by the Company for the Shares will be not less than the par value of the Shares.

On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that, when issued by the Company pursuant to the provisions of the Plan following due authorization of a particular award thereunder by the Board of Directors of the Company or a duly constituted and acting committee thereof (the “Board”) as provided in and in accordance with the Plan, the Shares issuable pursuant to such award will have been duly authorized by all necessary corporate action on the part of the Company; and upon issuance and delivery of such Shares from time to time pursuant to the terms of such award for the consideration established pursuant to the terms of the Plan and otherwise in accordance with the terms and conditions of such award, including, if applicable, the lapse of any restrictions relating thereto, the satisfaction of any performance conditions associated therewith and any requisite determinations by or pursuant to the authority of the Board as provided therein, and, in the case of stock options, the exercise thereof and payment for such Shares as provided therein, such Shares will be validly issued, fully paid and non-assessable.

The opinions set forth above are limited in all respects to matters of the General Corporation Law of the State of Delaware, as in effect on the date hereof.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not admit that we are within the

Insperity, Inc. - 2 - August 4, 2023

category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Baker Botts L.L.P.

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Insperity, Inc. Incentive Plan of our reports dated February 9, 2023, with respect to the consolidated financial statements of Insperity, Inc. and the effectiveness of internal control over financial reporting of Insperity, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Houston, Texas

August 1, 2023

Exhibit 24.1

INSPERITY, INC.

Power of Attorney

WHEREAS, INSPERITY, INC., a Delaware corporation (the “Company”), intends to file with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder, one or more registration statements on Form S-8 for the registration of common stock, par value $0.01 per share, to be issued in connection with the Company’s Incentive Plan, as amended and restated effective June 16, 2017, as further amended effective December 30, 2019, and as thereafter amended and restated effective May 22, 2023, together with any and all exhibits, documents and other instruments and documents necessary, advisable or appropriate in connection therewith, including any amendments thereto (the “Form S-8”);

NOW, THEREFORE, the undersigned, in his or her capacity as a director of the Company, does hereby appoint Paul J. Sarvadi, Douglas S. Sharp, and Daniel D. Herink and each of them severally, his or her true and lawful attorney or attorneys with power to act with or without the other, and with full power of substitution and resubstitution, to execute in his or her name, place and stead, in his or her capacity as director, officer or both, as the case may be, of the Company, the Form S-8 and any and all amendments thereto, including any and all exhibits and other instruments and documents said attorney or attorneys shall deem necessary, appropriate or advisable in connection therewith, and to file the same with the Commission and to appear before the Commission in connection with any matter relating thereto. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts that said attorneys and each of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.