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): OCTOBER 26, 1997
THE VINCAM GROUP, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
FLORIDA 0-28148 59-2452823
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification No.)
2850 DOUGLAS ROAD, CORAL GABLES, FLORIDA 33134
(Address of principal executive offices) (Zip Code)
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(305) 460-2350
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address, and former fiscal year, if changed
since last report)
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ITEM 5. OTHER EVENTS
On October 27, 1997, The Vincam Group, Inc. (the "Company") announced
that it has entered into a definitive merger agreement with Staffing Network,
Inc. ("SNI"), a privately-held professional employer organization (PEO)
headquartered in Manchester, N.H., with approximately 525 clients and more than
5,000 worksite employees.
Vincam will issue 1.2 million shares of its common stock in exchange
for all of the equity of SNI. The merger will be accounted for as a pooling of
interests transaction and is expected to close in the fourth quarter of 1997
following receipt of required regulatory approvals.
SNI reported revenues of approximately $114.6 million for the fiscal
year ended December 31, 1996, and approximately $90 million for the nine months
ended September 30, 1997.
Statements in this Form 8-K relating to matters that are not historical
facts are forward-looking statements. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors, which may cause the
actual results, performances or achievements of The Vincam Group, Inc., to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such known and unknown
risks, uncertainties and other factors include, but are not limited, to the
following: (i) potential for unfavorable interpretation of government
regulations relating to labor, taxes, insurance, employment matters and the
provision of managed care services; (ii) the Company's ability to obtain or
maintain all required licenses or certifications required to further expand the
range of specialized managed care services offered by the Company; (iii)
potential increases in the Company's costs, such as health care costs, that the
Company may not be able to reflect immediately in its service fees; (iv) the
Company's ability to offer its services to prospective clients in additional
states where it has less or no market penetration; (v) the level of acquisition
opportunities available to the Company and the Company's ability to efficiently
price and negotiate such acquisitions on a favorable basis; (vi) the financial
condition of the Company's clients; (vii) additional regulatory requirements
affecting the Company; (viii) the impact of competition from existing and new
professional employer organizations; (ix) the failure to properly manage growth
and successfully integrate acquired companies and operations, and to achieve
synergies and other cost savings in the operation of acquired companies; and (x)
other factors which are described in further detail in the Company's filings
with the Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized, as of October 27, 1997.
THE VINCAM GROUP, INC.
Date: OCTOBER 27, 1997 By: /S/ STEPHEN L. WAECHTER
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Stephen L. Waechter, Chief Financial
Officer and Senior Vice President
Finance and Administration (Principal
Financial Officer)
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