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): NOVEMBER 21, 1997
THE VINCAM GROUP, INC.
(Exact name of registrant as specified in its charter)
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)
(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 November 7, 1997, The Vincam Group, Inc. (the "Company") announced a
three-for-two stock split (the "Stock Split") of its outstanding shares of
Common Stock, par value $.001 per share (the "Common Stock"). The Stock Split
will be effected in the form of a stock dividend and will entitle each
shareholder of record on November 21, 1997 (the "Record Date") to receive an
additional share of Common Stock for every two shares of Common Stock held by
such shareholder on the Record Date. The stock dividend will be paid on December
10, 1997. The Company will pay cash in lieu of fractional shares resulting from
the Stock Split based on the last sale price as reported on the NASDAQ National
Market System on the Record Date.
As a result of the Stock Split, (i) the Company's Registration
Statement on Form S-8 effective on July 31, 1996 (Registration Statement No.
333-08003) shall relate to up to 2,199,998 shares of Common Stock and (ii) the
Company's Registration Statement on Form S-3 effective on November 12, 1997
(Registration Statement No. 333-39681) shall relate to up to 182,724 shares of
Common Stock in the aggregate, with the following number of shares being
registered for resale by the individuals listed below:
Gregory J. Packer, as 182,482
Trustee of the Revocable
Living Trust of Gregory
John Packer
Arthur Stefanski 66
Lynne Affolder 55
John Gillis 55
Renee Mourad 45
James Mack 21
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
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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 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.
THE VINCAM GROUP, INC.
Date: NOVEMBER 21, 1997 By: /s/ STEPHEN L. WAECHTER
------------------------
Stephen L. Waechter, Chief Financial
Officer and Senior Vice President
Finance and Administration (Principal
Financial Officer)
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