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 7, 1997
THE VINCAM GROUP, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<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)
</TABLE>
(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)
<PAGE>
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.
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.
2
<PAGE>
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 7, 1997 By: /S/ STEPHEN L. WAECHTER
---------------- ------------------------
Stephen L. Waechter, Chief Financial
Officer and Senior Vice President
Finance and Administration (Principal
Financial Officer)
3
