Amended Statement of Beneficial Ownership (sc 13d/a)
28 Abril 2014 - 4:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 2)*
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Insperity, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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45778Q107
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(CUSIP Number)
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Stadium Capital Management, LLC
199 Elm Street
New Canaan, CT 06840-5321
(203) 972-8235
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With a copy to:
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David J. Berger
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Bradley L. Finkelstein
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Steve Wolosky
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Wilson Sonsini Goodrich & Rosati
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Olshan Frome Wolosky LLP
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Professional Corporation
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Park Avenue Tower
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650 Page Mill Road
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65 East 55th Street
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Palo Alto, CA 94304-1050
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New York, NY 10022
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(650) 493-9300
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(212) 451-2300
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(Name, Address and Telephone Number of Person Authorized to
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Receive Notices and Communications)
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April 28, 2014
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(Date of Event which Requires Filing of this Statement)
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If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box:
¨
Note
.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however,
see
the Notes).
CUSIP No. 45778Q107
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13D
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(1) NAMES OF REPORTING
PERSONS
Stadium Capital Management, LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (see instructions)
(a)
x
(b)
¨
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
(see instructions)
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
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(6) CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
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(7) SOLE VOTING POWER
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0 shares
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(8) SHARED VOTING POWER
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2,315,925
shares
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(9) SOLE DISPOSITIVE POWER
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0 shares
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(10) SHARED DISPOSITIVE POWER
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2,315,925
shares
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(11) AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,315,925 shares
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨
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(13) PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
9.1%
*
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(14) TYPE OF REPORTING
PERSON (see instructions)
OO, IA
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*
Percentage calculated based on 25,504,983 shares of common stock, par value $0.01 per share, outstanding as of February 3, 2014,
as reported in the Form 10-K for the fiscal year ended December 31, 2013 of Insperity, Inc.
CUSIP No. 45778Q107
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13D
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(1) NAMES OF REPORTING PERSONS
Stadium Capital Management GP, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (see instructions)
(a)
x
(b)
¨
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
(see instructions)
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
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(6) CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
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(7) SOLE VOTING POWER
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0 shares
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(8) SHARED VOTING POWER
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2,315,925
shares
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(9) SOLE DISPOSITIVE POWER
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0 shares
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(10) SHARED DISPOSITIVE POWER
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2,315,925
shares
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(11) AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,315,925 shares
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨
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(13) PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
9.1%
*
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(14) TYPE OF REPORTING
PERSON (see instructions)
PN
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*
Percentage calculated based on 25,504,983 shares of common stock, par value $0.01 per share, outstanding as of February 3, 2014,
as reported in the Form 10-K for the fiscal year ended December 31, 2013 of Insperity, Inc.
CUSIP No. 45778Q107
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13D
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(1) NAMES OF REPORTING PERSONS
Stadium Capital Qualified Partners, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (see instructions)
(a)
¨
(b)
x
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
(see instructions)
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
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(6) CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
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(7) SOLE VOTING POWER
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0 shares
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(8) SHARED VOTING POWER
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171,008
shares
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(9) SOLE DISPOSITIVE POWER
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0 shares
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(10) SHARED DISPOSITIVE POWER
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171,008
shares
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(11) AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
171,008 shares
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨
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(13) PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
0.7%
*
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(14) TYPE OF REPORTING
PERSON (see instructions)
PN
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*
Percentage calculated based on 25,504,983 shares of common stock, par value $0.01 per share, outstanding as of February 3, 2014,
as reported in the Form 10-K for the fiscal year ended December 31, 2013 of Insperity, Inc.
CUSIP No. 45778Q107
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13D
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(1) NAMES OF REPORTING
PERSONS
Stadium Capital Partners, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (see instructions)
(a)
¨
(b)
x
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
(see instructions)
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
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(6) CITIZENSHIP
OR PLACE OF ORGANIZATION
California
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
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(7) SOLE VOTING POWER
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0 shares
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(8) SHARED VOTING POWER
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2,144,917
shares
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(9) SOLE DISPOSITIVE POWER
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0 shares
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(10) SHARED DISPOSITIVE POWER
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2,144,917
shares
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(11) AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,144,917 shares
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨
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(13) PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
8.4%
*
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(14) TYPE OF REPORTING
PERSON (see instructions)
PN
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*
Percentage calculated based on 25,504,983 shares of common stock, par value $0.01 per share, outstanding as of February 3, 2014,
as reported in the Form 10-K for the fiscal year ended December 31, 2013 of Insperity, Inc.
CUSIP No. 45778Q107
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13D
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(1) NAMES OF REPORTING
PERSONS
Alexander M. Seaver
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (see instructions)
(a)
x
(b)
¨
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
(see instructions)
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
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(6) CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
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(7) SOLE VOTING POWER
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0 shares
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(8) SHARED VOTING POWER
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2,315,925
shares
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(9) SOLE DISPOSITIVE POWER
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0 shares
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(10) SHARED DISPOSITIVE POWER
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2,315,925
shares
|
(11) AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,315,925 shares
|
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨
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(13) PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
9.1%
*
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(14) TYPE OF REPORTING
PERSON (see instructions)
IN
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*
Percentage calculated based on 25,504,983 shares of common stock, par value $0.01 per share, outstanding as of February 3, 2014,
as reported in the Form 10-K for the fiscal year ended December 31, 2013 of Insperity, Inc.
CUSIP No. 45778Q107
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13D
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(1) NAMES OF REPORTING
PERSONS
Bradley R. Kent
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (see instructions)
(a)
x
(b)
¨
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
(see instructions)
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
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(6) CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
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(7) SOLE VOTING POWER
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0 shares
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(8) SHARED VOTING POWER
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2,315,925
shares
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(9) SOLE DISPOSITIVE POWER
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0 shares
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(10) SHARED DISPOSITIVE POWER
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2,315,925
shares
|
(11) AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,315,925 shares
|
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨
|
(13) PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
9.1%
*
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(14) TYPE OF REPORTING
PERSON (see instructions)
IN
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*
Percentage calculated based on 25,504,983 shares of common stock, par value $0.01 per share, outstanding as of February 3, 2014,
as reported in the Form 10-K for the fiscal year ended December 31, 2013 of Insperity, Inc.
Explanatory Note
This Amendment No. 2 (this “Amendment”)
amends and supplements the Schedule 13D filed on March 27, 2014, as amended on April 22, 2014 (as amended, the “Schedule
13D”), by the Reporting Persons relating to the Common Stock of the Issuer. Information reported in the Schedule 13D remains
in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized
terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the
Schedule 13D and this Amendment to the “Statement” shall be deemed to refer to the Schedule 13D as amended and supplemented
by this Amendment.
Items 4 and 7 of the Schedule 13D are amended
as follows:
Item 4. Purpose of Transaction.
Item 4 is amended to add the following:
On April 28, 2014, SCMGP released a letter to
the stockholders of the Issuer. Also on April 28, 2014, SCMGP issued a press release containing the full text of the letter. The
press release is attached to this Statement as Exhibit 3 and incorporated herein by reference.
Item 7. Material to be Filed
as Exhibits.
Item 7 is amended to add the following:
Exhibit
Number
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Description
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3
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Press Release of Stadium Capital Management GP, L.P., dated April 28, 2014.
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SIGNATURES
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 28, 2014
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STADIUM CAPITAL MANAGEMENT, LLC
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By:
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/s/ Alexander M. Seaver
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Name: Alexander M. Seaver
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Title: Managing Member
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STADIUM CAPITAL MANAGEMENT GP, L.P.
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By:
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Stadium Capital Management, LLC
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General Partner
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By:
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/s/ Alexander M. Seaver
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Name: Alexander M. Seaver
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Title: Managing Member
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STADIUM CAPITAL QUALIFIED PARTNERS, L.P.
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By:
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Stadium Capital Management GP, L.P.
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General Partner
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By:
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Stadium Capital Management, LLC
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General Partner
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By:
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/s/ Alexander M. Seaver
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Name: Alexander M. Seaver
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Title: Managing Member
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STADIUM CAPITAL PARTNERS,
L.P.
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By:
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Stadium Capital Management GP, L.P.
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General Partner
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By:
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Stadium Capital Management, LLC
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General Partner
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By:
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/s/ Alexander
M. Seaver
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Name: Alexander M. Seaver
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Title:
Managing
Member
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/s/
Alexander M. Seaver
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Alexander M. Seaver
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/s/
Bradley R. Kent
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Bradley R. Kent
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EXHIBIT INDEX
Exhibit
Number
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Description
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1
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Joint Filing Agreement.*
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2
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Press Release of Stadium Capital Management GP, L.P., dated April 22, 2014.*
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3
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Press Release of Stadium Capital Management GP, L.P., dated April 28, 2014.
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* Previously filed.
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