SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
THE VINCAM GROUP, INC.
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(Exact name of registrant as specified in its charter)
Florida 59-2452823
- ----------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2850 Douglas Road, Coral Gables, Florida 33134
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(Address of Principal Executive Offices, Zip Code)
The Vincam Group, Inc. 1995 Stock Option Plan
The Vincam Group, Inc. 1996 Long Term Incentive Plan
------------------------------------------------------
(Full titles of the plans)
Mr. Carlos A. Saladrigas Copies of Communication to:
Chairman of the Board of Directors, Ira N. Rosner, P.A.
President and Chief Executive Officer Steel Hector & Davis LLP
The Vincam Group, Inc. 200 South Biscayne Boulevard
2850 Douglas Road Suite 4000
Coral Gables, Florida 33134 Miami, Florida 33131-2398
(305) 460-2350 (305) 577-2919
- ------------------------------------------
(Name, address, and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================
<S> <C> <C> <C> <C>
Title of Securities Amount to Proposed Maximun Proposed Maximum Amount of
to be Registered Registered Offering Price Per Unit(1) Aggregated Offering Price(1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------
Common Stock,
$.001 par value 1,466,665(2) $23.50 $34,466,627.50 $11,885.00
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, based upon
the average of the high and low prices of such Common Stock on
July 11, 1996 on the NASDAQ National Market.
(2) This Registration Statement also relates to such indeterminate number of
additional Common Shares of the Registrant as may be issuable as a result
of stock splits, stock dividends, recapitalizations, mergers,
reorganizations, combinations or exchange of shares or other similar
events.
This Registration Statement shall become effective upon filing with the SEC in
accordance with Section 8(a) of the Securities Act of 1933, as amended, and
Rule 462 promulgated thereunder.
Page 1 of 9
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission
(the "SEC").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the SEC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed by The Vincam Group, Inc.
(the "Registrant") with the SEC are incorporated herein by reference:
1. The Registrant's Prospectus dated May 9, 1996 filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the "Offering Prospectus"),
relating to the Registration Statement filed by the Registrant on Form S-1
on February 22, 1996 (Commission File No. 333-1594), including all
amendments thereto (the "Initial Registration Statement").
2. All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the fiscal
year covered by the document referred to in (1) above.
3. The description of the Registrant's Common Stock to be offered pursuant to
the 1995 Stock Option Plan and the 1996 Long Term Incentive Plan which is
contained in its Registration Statement on Form 8-A filed by the Registrant
with the SEC on April 4, 1996 (Commission File No. 0-28148), including all
amendments and reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently
filed document which is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Page 2 of 9
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
FLORIDA BUSINESS CORPORATION ACT. Section 607.0850(1) of the Florida
Business Corporation Act (the "FBCA") provides that a Florida corporation,
such as the Company, shall have the power to indemnify any person who was or
is a party to any proceeding (other than an action by, or in the right of,
the corporation), by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation or is or was serving at the request of
the corporation as a director, officer, employee, or agent of the corporation
or is or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust,
or other enterprise against liability incurred in connection with such
proceeding, including any appeal thereof, if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests
of the corporation and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.
Section 607.0850(2) of the FBCA provides that a Florida corporation shall
have the power to indemnify any person, who was or is a party to any
proceeding by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee,
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses and
amounts paid in settlement not exceeding, in the judgment of the board of
directors, the estimated expense of litigating the proceeding to conclusion,
actually and reasonably incurred in connection with the defense or settlement
of such proceeding, including any appeal thereof. Such indemnification shall
be authorized if such person acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation,
except that no indemnification shall be made under this subsection in respect
of any claim, issue, or matter as to which such person shall have been
adjudged to be liable unless, and only to the extent that, the court in which
such proceeding was brought, or any other court of competent jurisdiction,
shall determine upon application that, despite the adjudication of liability
but in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such court shall
deem proper.
Section 607.0850 of the FBCA further provides that: (i) to the extent that
a director, officer, employee or agent of a corporation has been successful
on the merits or otherwise in defense of any proceeding referred to in
subsection (1) or subsection (2) thereof, or in defense of any claim, issue,
or matter therein, he shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith; (ii) indemnification
Page 3 of 9
<PAGE>
provided pursuant to Section 607.0850 is not exclusive; and (iii) the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him or
incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 607.0850.
Notwithstanding the foregoing, Section 607.0850 of the FBCA provides that
indemnification or advancement of expenses shall not be made to or on behalf
of any director, officer, employee or agent if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material
to the cause of action so adjudicated and constitute: (a) a violation of the
criminal law, unless the director, officer, employee or agent had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe
his conduct was unlawful; (b) a transaction from which the director, officer,
employee or agent derived an improper personal benefit; (c) in the case of a
director, a circumstance under which the liability provisions regarding
unlawful distributions are applicable; or (d) willful misconduct or a
conscious disregard for the best interests of the corporation in a proceeding
by or in the right of the corporation to procure a judgment in its favor or
in a proceeding by or in the right of a shareholder.
Section 607.0831 of the FBCA provides that a director of a Florida
corporation is not personally liable for monetary damages to the corporation
or any other person for any statement, vote, decision, or failure to act,
regarding corporate management or policy, by a director, unless: (a) the
director breached or failed to perform his duties as a director; and
(b) the director's breach of, or failure to perform, those duties constitutes:
(1) a violation of criminal law, unless the director had reasonable cause to
believe his conduct was lawful or had no reasonable cause to believe his
conduct was unlawful; (2) a transaction from which the director derived an
improper personal benefit, either directly or indirectly; (3) a circumstance
under which the liability provisions regarding unlawful distributions are
applicable; (4) in a proceeding by or in the right of the corporation to
procure a judgment in its favor or by or in the right of a shareholder,
conscious disregard for the best interest of the corporation, or willful
misconduct; or (5) in a proceeding by or in the right of someone other
than the corporation or a shareholder, recklessness or an act or omission
which was committed in bad faith or with malicious purpose or in a manner
exhibiting wanton and willful disregard of human rights, safety, or property.
ARTICLES AND BYLAWS. Article XI of the Company's Amended and Restated
Articles of Incorporation and Article VIII of the Company's Amended and
Restated Bylaws provide that the Company shall, to the fullest extent
permitted by law, indemnify all directors of the Company, as well as any
officers or employees of the Company to whom the Company has agreed to grant
indemnification.
INDEMNIFICATION UNDER THE PLANS. With respect to the 1995 Stock Option
Plan (the "Stock Option Plan"), in addition to such other rights of
indemnification as they may have as Directors, the members of the Committee
of the Board of Directors of the Registrant (the "Board") which administers
the Registrant against the reasonable expenses, including attorneys' fees,
actually and necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein, to which
Page 4 of 9
<PAGE>
they or any of them may be a party by reason of any action taken or failure to
act under or in connection with the Stock Option Plan or any stock option
granted under the Stock Option Plan, and against all amounts paid by them in
settlement thereof (provided such settlement is approved to the extent
required, and in the manner provided, by the Amended and Restated Articles of
Incorporation and the Amended and Restated Bylaws of the Registrant) or paid
by them in satisfaction of a judgment in any such action, suit or proceeding,
unless it is determined in such action, suit or proceeding that such Stock
Option Committee member did not act in good faith and in a manner he
reasonably believed to be in and not opposed to the best interests of the
Registrant; provided, however, that within sixty days after institution of any
such action, suit or proceeding a Stock Option Committee member shall offer
the Registrant in writing the opportunity, at its own cost, to handle and
defend the same.
With respect to the 1996 Long Term Incentive Plan (the "Incentive Plan"),
the members of the Committee of the Board which administers the Incentive Plan
(the "Incentive Plan Committee") and any officer or employee acting on behalf
of the Incentive Plan Committee shall be fully indemnified and protected by
the Registrant, to the fullest extent permitted by law, with respect to any
action, determination, or interpretation relating to the Incentive Plan taken
or made in good faith and shall not be personally liable for any action,
determination or interpretation taken or made in good faith with respect to
the Incentive Plan.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) *4.1 Amended and Restated Articles of Incorporation of the
Registrant, incorporated herein by reference to Exhibit 3.1
filed as part of the Initial Registration Statement
(Commission File No. 333-1594).
*4.2 Amended and Restated Bylaws of the Registrant, incorporated
herein by reference to Exhibit 3.2 filed as part of the
Initial Registration Statement (Commission File No. 333-1594).
*4.3 Form of Common Stock Certificate, incorporated herein by
reference to Exhibit 4.1 filed as part of Amendment No. 1 to
the Initial Registration Statement (Commission
File No. 333-1594).
*4.4 1995 Stock Option Plan, incorporated herein by reference to
Exhibit 10.18 filed as part of the Initial Registration
Statement (Commission File No. 333-1594).
*4.5 1996 Long Term Incentive Plan, incorporated herein by
reference to Exhibit 10.19 filed as part of the Initial
Registration Statement (Commission File No. 333-1594).
Page 5 of 9
<PAGE>
5 Opinion of Steel Hector & Davis LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Steel Hector & Davis LLP is included in Exhibit 5.
24 Power of Attorney (included on signature pages of this
Registration Statement).
- --------------------------------------------
* Incorporated by reference as indicated.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in the volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment is contained
in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Page 6 of 9
<PAGE>
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to any provision or arrangement whereby the
Registrant may indemnify any such directors, officers or controlling persons
against such liabilities, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
Page 7 of 9
<PAGE>
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 Miami, State of Florida, on this
12th day of July, 1996.
THE VINCAM GROUP, INC.
----------------------
Registrant
BY /s/ CARLOS A. SALADRIGAS
----------------------------
Carlos A. Saladrigas
Chairman of the Board of
Directors, President
and Chief Executive Officer
[continued on next page]
Page 8 of 9
<PAGE>
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below constitutes and appoints
Carlos A. Saladrigas and Jose M. Sanchez, or either of them, as his or her
true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution for him or her and in his or her name, place and stead in
any and all capacities to execute in the name of each such person who is then
an officer or director of the Registrant any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same
with all exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents and each of them full power and authority to do and perform each and
every act and thing required or necessary to be done in and about the premises
as fully as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:
Signature Title Date
- --------- ----- ----
/s/ CARLOS A. SALADRIGAS Chairman of the Board, July 12, 1996
- -------------------------- President and Chief
Carlos A. Saladrigas Executive Officer (Chief
Executive Officer)
/s/ JOSE M. SANCHEZ Vice Chairman of the Board July 12, 1996
- --------------------------
Jose M. Sanchez
/s/ MARTINIANO J. PEREZ Controller (Principal July 12, 1996
- -------------------------- Financial and Accounting
Martiniano J. Perez Officer)
/s/ HOWARD E. COX, JR. Director July 12, 1996
- --------------------------
Howard E. Cox, Jr.
/s/ CHARLES M. HAZARD, JR. Director July 12, 1996
- --------------------------
Charles M. Hazard, Jr.
/s/ JOHN H. MCARTHUR Director July 12, 1996
- --------------------------
John H. McArthur
Page 9 of 9
<PAGE>
THE VINCAM GROUP, INC.
EXHIBIT INDEX
Exhibit
No.
---------
*4.1 Amended and Restated Articles of Incorporation of the Registrant,
incorporated herein by reference to Exhibit 3.1 filed as part of
the Initial Registration Statement (Commission File No. 333-1594).
*4.2 Amended and Restated Bylaws of the Registrant, incorporated herein
by reference to Exhibit 3.2 filed as part of the Initial
Registration Statement (Commission File No. 333-1594).
*4.3 Form of Common Stock Certificate, incorporated herein by reference
to Exhibit 4.1 filed as part of Amendment No. 1 to the Initial
Registration Statement (Commission File No. 333-1594).
*4.4 1995 Stock Option Plan, incorporated herein by reference to Exhibit
10.18 filed as part of the Initial Registration Statement
(Commission File No. 333-1594).
*4.5 1996 Long Term Incentive Plan, incorporated herein by reference to
Exhibit 10.19 filed as part of the Initial Registration Statement
(Commission File No. 333-1594).
5 Opinion of Steel Hector & Davis LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Steel Hector & Davis LLP is included in Exhibit 5.
24 Power of Attorney (included on signature pages of this Registration
Statement).
- --------------------------------------------
* Incorporated by reference as indicated.
<PAGE>
EXHIBIT 5
OPINION AND CONSENT OF SPECIAL COUNSEL
July 11, 1996
The Vincam Group, Inc.
2850 Douglas Road
Coral Gables, Florida 33134
Ladies and Gentlemen:
We have acted as special counsel to The Vincam Group, Inc. (the "Company")
in connection with the preparation and filing with the Securities and Exchange
Commission, on or about the date hereof, of a registration statement on
Form S-8 (the "Registration Statement"). The Registration Statement relates to
the offering of up to 1,466,665 shares of Common Stock, par value $.001 per
share, of the Company (the "Shares"), pursuant to the terms of the Company's
1995 Stock Option Plan and 1996 Long Term Incentive Plan (collectively, the
"Plans").
In connection therewith, we have examined the Company's Amended and
Restated Articles of Incorporation and the Company's Amended and Restated
Bylaws, each as amended to the date hereof; resolutions adopted by the Board
of Directors of the Company providing, among other things, for the issuance of
the Shares and the filing of the Registration Statement; and such other
corporate documents and records, certificates of public officials and
questions of law as we deemed necessary or appropriate for the purposes of
this opinion. We have also reviewed the relevant statutory provisions of the
Florida Business Corporation Act, and such other legal authority in Florida as
we have deemed relevant.
Based upon and subject to the foregoing and the other qualifications,
limitations and assumptions contained herein, we are of the opinion that the
Shares, when issued and delivered pursuant to the terms of the Plans, will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to us under the caption
"Legal Matters" in the Prospectus related thereto.
Very truly yours,
/s/ STEEL HECTOR & DAVIS LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 2, 1996, except as to Note
13 which is as of April 26, 1996, relating to the financial statements of
The Vincam Group, Inc. for the year ended December 31, 1995, which appears
on page F-2 of the Prospectus dated May 9, 1996 filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, relating to the Registration
Statement on Form S-1 (File No. 333-1594), as amended.
/s/ PRICE WATERHOUSE LLP
Miami, Florida
July 11, 1996
