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 (Date of earliest event reported) August 30, 1996
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THE VINCAM GROUP, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-28148 59-2452823
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
2850 Douglas Road, Miami Florida 33134
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(Address of principal executive offices)
(Registrant's telephone number, including area code) (305) 460-2350
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Not applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition and Disposition of Assets
Pursuant to the Asset Purchase Agreement dated as of August 21, 1996, between
The Vincam Group, Inc. (the "Company"), The Stone Mountain Group, Inc.
("SMG") and the shareholders thereof, the Company acquired on August 30, 1996
substantially all of the business of SMG, a professional employer organization
("PEO") headquartered in Snellville, Georgia. Of the approximately $5 million
purchase price, $2.4 million was paid in cash on the closing date, $1.4 million
will be payable in 1997, and $1.2 million was placed in escrow in accordance
with an escrow agreement in connection with potential purchase price adjustments
in the event that client retention fails to meet certain targets. The Company
will fund the acquisition using a portion of the proceeds from its initial
public offering. The acquisition will be accounted for by the Company using the
purchase method of accounting.
As a PEO, SMG provides businesses with an outsourcing solution to the
complexities and costs of human resource employment and management by
contractually assuming substantial employer responsibilities for the worksite
employees of its clients.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements
As of the date of filing of this current report on Form 8-K, it is
impracticable for the Registrant to provide the financial statements required
by Item 7(a). In accordance with Item 7(a)(4) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K no later than 75 days
from the date of this Current Report on Form 8-K, or November 13, 1996.
(b) Pro Forma Financial Information
As of the date of filing of this current report on Form 8-K, it is
impracticable for the Registrant to provide the pro forma financial information
required by Item 7(b). In accordance with Item 7(b)(2) of Form 8-K, such
pro forma financial information shall be filed by amendment to this Form 8-K
no later than 75 days from the date of this Current Report on Form 8-K, or
November 13, 1996.
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(c) Exhibits
Exhibit
No.
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*2 Asset Purchase Agreement, dated as of August 21, 1996, by and among
The Vincam Group, Inc., The Stone Mountain Group, Inc. and
shareholders thereof, incorporated herein by reference to Exhibit 2
filed as part of Current Report on Form 8-K dated as of
August 21, 1996 (Commission File No. 000-28148).
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* Incorporated by reference as indicated.
Schedules and exhibits to Exhibit 2 have not been filed with the Securities
and Exchange Commission (the "Commission"). The registrant agrees to provide
those schedules and exhibits supplementally upon the request of the Commission.
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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.
THE VINCAM GROUP, INC.
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Registrant
Dated: September 13, 1996 By /s/ MARTINIANO J. PEREZ
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Martiniano J. Perez
Vice President and
Controller
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