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) January 7, 1997
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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) File Number) Identification No.)
2850 Douglas Road, Miami Florida 33134
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(Address of principal executive offices) (Zip Code)
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 or Disposition of Assets
Pursuant to the Agreement and Plan of Merger by and among The Vincam
Group, Inc. (the "Company"), Staff Administrators, Inc.("SAI") a privately-held
professional employer organization ("PEO") headquartered in Denver, Colorado
with approximately 220 clients and 3,600 worksite employees, Michael C.
Koltak and Robert J. Quinette, dated as of December 24, 1996, the Company
consummated the acquisition by merger of SAI on January 7, 1997. Upon
consummation of the merger, SAI, the surviving corporation in the merger,
changed its name to Vincam/Staff Administrators, Inc. and became a wholly-owned
subsidiary of the Company.
The Company has issued 520,000 shares of its common stock in exchange for all
of the equity in SAI and its subsidiaries. The transaction will be accounted
for as a pooling of interests.
As a PEO, SAI 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 Current Report Form 8-K no
later than 75 days from the date of this Current Report on Form 8-K,
or March 24, 1997.
(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 Current
Report Form 8-K no later than 75 days from the date of this Current Report
on Form 8-K, or March 24, 1997.
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(c) Exhibits
Exhibit
No.
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2* Agreement and Plan of Merger by and among The Vincam Group, Inc.,
Staff Administrators, Inc. and Michael C. Koltak and Robert J.
Quinette, dated as of December 24, 1996, including the form of
Registration Agreement, Escrow Agreement, and Agreement and Plan
of Merger with respect to Staff Administrators, Inc. of Western
Colorado, Inc. which are exhibits thereto, incorporated herein by
reference to Exhibit 2 filed as part of Current Report on Form 8-K
dated as of December 10, 1996 (Commission File No. 000-28148).
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* Incorporated by reference as indicated.
Not all exhibits to Exhibit 2 have been filed with the Securities and Exchange
Commission (the "Commission"). The registrant agrees to provide those
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: January 17, 1997 /s/ STEPHEN L. WAECHTER
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Stephen L. Waechter
Chief Financial Officer
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