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 Gevity's 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 Gevity's common stock of record on April 16, 2009. In addition,
Gevity's board of directors has postponed the 2009 annual meeting of
shareholders that had been scheduled for May 20, 2009 due to Gevity's 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 SEC's 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 Gevity's shareholders with respect to the merger.
Information about Gevity's officers and directors and their ownership of
Gevity's common shares is set forth in the proxy statement for Gevity's 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) 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
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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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