SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities act of 1934
Date of Report (Date of earliest event reported):
June 25, 1996
PAYCHEX, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-11330 16-1123166
___________________________________________________________________________
(State or other (Commission (I.R.S. Employer
jurisdiction File No.) Identification
of incorporation) No.)
911 Panorama Trail South Rochester, New York 14625
___________________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (716) 385-6666
______________
N/A
___________________________________________________________________________
(Former name or former address, if changed, since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 25, 1996 Paychex, Inc. ("Paychex"), Paychex Merger Corp., a
wholly owned subsidiary of Paychex, and National Business Solutions, Inc.
("NBS") together with the four shareholders of NBS entered into an Agreement
and Plan of Merger whereby Paychex, through a reverse triangular merger of
Paychex Merger Corp. into NBS, will acquire all of the issued and outstanding
common stock of NBS in exchange for Paychex common stock valued at
approximately $140,000,000. The transaction will be accounted for as a
pooling of interests.
The transaction is subject to receipt of a favorable decision on filings
made under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 as well
as any and all approvals required by the Florida Board of Professional
Leasing Companies and the Texas Board of Staff Leasing Services.
ITEM 7. FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
(a) The pooling acquisition does not involve a "significant" amount of
assets as defined by Item 2(b)4. However, the following historical
financial statements of National Business Solutions, Inc. and
Affiliates are provided at the option of the Registrant:
a. Audited Consolidated Statements of Income for years
ended December 31, 1995, 1994 and 1993 (unaudited).
b. Audited Consolidated Balance Sheets as of December 31,
1995 and 1994.
c. Audited Consolidated Statements of Cash Flows for years
ended December 31, 1995, 1994 and 1993 (unaudited).
COMBINED FINANCIAL STATEMENTS AND
REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
NATIONAL BUSINESS SOLUTIONS, INC.
AND AFFILIATES
DECEMBER 31, 1995 AND 1994
CONTENTS
________
Page
____
Report of Independent Certified Public Accountants 1
Combined Statements of Earnings 2
Combined Balance Sheets 3
Combined Statement of Stockholders' Equity 4
Combined Statements of Cash Flows 5
Notes to Combined Financial Statements 6-13
Grant Thornton LLP
Suite 3850
101 East Kennedy Blvd.
Tampa, FL 33602-5154
Report of Independent Certified Public Accountants
__________________________________________________
Board of Directors and Stockholders
National Business Solutions, Inc. and Affiliates
We have audited the combined balance sheets of National Business Solutions,
Inc. and Affiliates as of December 31, 1995 and 1994 and the related combined
statements of earnings, stockholders' equity and cash flows for the years
then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the combined financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the combined
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In accordance with your instructions, we did not audit the combined
statements of earnings, stockholders' equity, and cash flows for the year
ended December 31, 1993 and therefore, we express no opinion on them.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of National
Business Solutions, Inc. and Affiliates as of December 31, 1995 and 1994, and
the results of their combined operations and their combined cash flows for
the years then ended in conformity with generally accepted accounting
principles.
April 16, 1996
Tampa, Florida Grant Thornton LLP
National Business Solutions, Inc. and Affiliates
COMBINED STATEMENTS OF EARNINGS
Year Ended December 31,
1995 1994 1993
______________ ____________ _____________
(Unaudited)
Revenues $191,896,419 $119,540,685 $86,543,859
Direct Costs:
Salaries and wages of worksite employees 163,395,079 101,560,780 74,891,776
Benefits and payroll taxes 21,682,288 14,173,837 9,296,638
____________ ____________ ___________
Total direct costs 185,077,367 115,734,617 84,188,414
Gross profit 6,819,052 3,806,068 2,355,445
Operating expenses:
Administrative personnel 2,971,835 1,914,774 1,214,708
General and administrative expenses 1,047,183 740,119 501,319
Sales and marketing 487,816 272,754 189,672
Depreciation and amortization 92,050 46,062 32,730
____________ ____________ ___________
Total operating expenses 4,598,884 2,973,709 1,938,429
____________ ____________ ___________
Income from operations 2,220,168 832,359 417,016
____________ ____________ ___________
Other income (expense):
Interest income 219,639 47,328 18,193
Interest expense - - (6,162)
Other, net (24,896) - -
____________ ____________ ____________
Total other income 194,743 47,328 12,031
____________ ____________ ____________
NET EARNINGS $ 2,414,911 $ 879,687 $ 429,047
============ ============ ============
The accompanying notes are an integral part of these statements.
National Business Solutions, Inc. and Affiliates
COMBINED BALANCE SHEETS
December 31,
ASSETS 1995 1994
______ ___________ ___________
CURRENT ASSETS
Cash and cash equivalents $ 5,517,445 $ 1,698,885
Marketable securities-at market 150,933 35,561
Accounts receivable 5,598,896 3,283,683
Due from stockholders and related party 45,083 108,300
Prepaid expenses 143,043 96,708
___________ ___________
Total current assets 11,455,400 5,223,137
CERTIFICATES OF DEPOSIT AND OTHER ASSETS 268,401 177,945
FURNITURE AND EQUIPMENT, NET 464,231 227,093
___________ ___________
$12,188,032 $ 5,628,175
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
____________________________________
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 1,744,244 $ 1,288,163
Accrued salaries, wages and payroll taxes 5,498,550 3,091,345
Accrued workers compensation claims 658,455 -
___________ ___________
Total current liabilities 7,901,249 4,379,508
ACCRUED WORKERS COMPENSATION CLAIMS 864,927 -
CUSTOMER DEPOSITS 980,400 535,284
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY 2,441,456 713,383
___________ ___________
$12,188,032 $ 5,628,175
=========== ===========
The accompanying notes are an integral part of these statements.
National Business Solutions, Inc. and Affiliates
COMBINED STATEMENT OF STOCKHOLDERS' EQUITY
Years Ended December 31, 1995, 1994 and 1993
Unrealized Gain (Loss)
Additional on Marketable
Common Stock Paid-in Securities Retained
Amount Capital Available-for-Sale Earnings Total
____________ __________ ______________________ ________ _____
Balance, January 1, 1993 (unaudited) $126,900 $ 3,200 $ - $ 65,406 $ 195,506
Common stock issued (unaudited) 8,000 - - - 8,000
Common stock purchased by
the Company and retired (unaudited) (11,900) - - (85,918) (97,818)
Additional affiliate (unaudited) 20,000 (1,359) - - 18,641
Net earnings for the year (unaudited) - - - 429,047 429,047
Net change in unrealized gain
(losses) in marketable securities
available-for-sale (unaudited) - - 30,135 - 30,135
Distributions to stockholders (unaudited) - - - (133,534) (133,534)
_______ ________ ________ __________ __________
Balance, December 31, 1993 143,000 1,841 30,135 275,001 449,977
Common stock issued 100 - - - 100
Net earnings for year - - - 879,687 879,687
Net change in unrealized gain (losses)
in marketable securities
available-for-sale - - (59,764) - (59,764)
Distributions to Stockholders - - - (556,617) (556,617)
_______ ________ _______ _________ _________
Balance, December 31, 1994 143,100 1,841 (29,629) 598,071 713,383
Common stock issued 2,767 4,816 - - 7,583
Additional affiliate 100 900 - - 1,000
Net earnings for year - - - 2,414,911 2,414,911
Net change in unrealized gain
(losses) in marketable securities
available-for-sale - - 52,502 - 52,502
Distributions to stockholders - - - (747,923) (747,923)
_________ _________ _______ _________ _________
Balance, December 31, 1995 $145,967 $ 7,557 $ 22,873 $2,265,059 $2,441,456
========= ========= ======= ========== ==========
The accompanying notes are an integral part of these statements.
National Business Solutions, Inc. and Affiliates
COMBINED STATEMENTS OF CASH FLOWS
Year Ended December 31,
1995 1994 1993
_________ ________ _________
(Unaudited)
Cash flows from operating activities:
Net earnings $2,414,911 $ 879,687 $ 429,047
Adjustments to reconcile net earnings
to net cash provided by operating
activities:
Depreciation and amortization 92,050 45,718 32,729
Gain on sale of assets (3,113) - -
Loss on sale of marketable securities 28,009 - -
Stock received from demutualization (90,909) - -
(Increase) decrease in:
Accounts receivable (2,315,213) (1,288,227) (222,488)
Due from stockholders and related party 63,217 (29,509) (78,791)
Prepaid expenses (46,335) (74,754) 68,760
Other assets (1,837) 233,075 (249,815)
Increase (decrease) in:
Accounts payable and accrued expenses 456,079 815,238 29,791
Accrued salaries, wages and payroll taxes 2,407,205 1,549,816 (14,017)
Accrued workers compensation claims 1,523,382 - -
Customer deposits 445,116 125,559 164,360
Due to related party - (105,000) 105,000
__________ ___________ __________
Net cash provided by
operating activities 4,972,562 2,151,603 264,576
__________ ___________ __________
Cash flow from investing activities:
Sale of furniture and equipment 38,500 - -
Sale of marketable securities 37,181 - -
Purchase of furniture and equipment (364,574) (122,419) (81,998)
Purchase of marketable securities and
certificates of deposit (125,769) (147,763) (37,615)
___________ ___________ __________
Net cash used by investing
activities (414,662) (270,182) (119,613)
___________ ___________ __________
Cash flow from financing activities:
Purchase of common stock subsequently
retired - - (97,818)
Proceeds from issuance of common stock 1,000 100 7,900
Proceeds from promissory note - - 55,362
Payments on promissory note - - (55,362)
Stock options exercised 7,583 - -
Distributions to stockholders (747,923) (556,617) (133,534)
___________ ___________ __________
Net cash used by financing
activities (739,340) (556,517) (223,452)
Net increase (decrease) in cash and cash ___________ ___________ __________
equivalents 3,818,560 1,324,904 (78,489)
Cash and cash equivalents, beginning of year 1,698,885 373,981 452,470
___________ ___________ __________
Cash and cash equivalents, end of year $5,517,445 $1,698,885 $ 373,981
=========== =========== ==========
The accompanying notes are an integral part of these statements.
National Business Solutions, Inc. and Affiliates
NOTES TO COMBINED FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993
NOTE 1 - NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
_____________________________________________________________________
POLICIES
________
National Business Solutions, Inc. and Affiliates (the Company) are
professional employer organizations ("PEO") engaged primarily in providing
human resource management, benefits and personnel administration services.
In addition, the Company provides employee assistance programs, drug-free
workplace programs, risk management and loss containment services.
The Company provides PEO services to small and medium sized companies in a
variety of industries, including manufacturing, retail, and hospitality. PEO
service contracts with client companies are generally for one year terms with
automatic renewal options and subject to termination on a 60 days' notice by
either party during the first year and annually thereafter.
A summary of the significant accounting policies followed in the preparation
of the accompanying combined financial statements is presented below:
Principles of Combination
_________________________
The accompanying combined financial statements include the accounts of
National Business Solutions, Inc. (NBS) and its affiliates, NBS of America,
Inc., NBS of Central Florida, Inc., NBS of North Florida, Inc., NBS of South
Florida, Inc., and Express Benefits Corporation (See Note 7). All material
intercompany balances and transactions have been eliminated.
Revenue Recognition
___________________
Revenues and related costs of wages, salaries, and employment taxes from
professional employer services related to worksite employees are recognized in
the period in which the employee performs the service. Because the Company is
at risk for all of its direct costs, independently of whether payment is
received from its clients, all amounts billed to clients for these costs are
recognized as revenue by the Company.
Accounts receivable consists primarily of billed receivables of approximately
$1,847,000 and $998,000 and unbilled receivables of approximately $3,752,000
and $2,286,000 at December 31, 1995 and 1994 respectively. Unbilled
receivables represent fees for leased employees which relate to the period
from the last pay period ending date through the financial statement date,
which have not yet been billed and the client matching contribution to the
employee benefit plans (See Note 5). Generally, contractual arrangements
require the Company to be paid one day prior to the pay date of the leased
employees.
National Business Solutions, Inc. and Affiliates
NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)
December 31, 1995, 1994 and 1993
NOTE 1 - NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES-(continued)
_____________________________________________________________________
The Company considers accounts receivable to be fully collectible;
accordingly, no allowance for doubtful accounts is required. If amounts
become uncollectible, they will be charged to operations when that
determination is made.
Cash and Cash Equivalents
_________________________
The Company has defined cash and cash equivalents as those highly liquid
investments with an original maturity of three months or less.
Accounting Estimates
____________________
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
The more significant estimates relate to the Company's reserve for workers
compensation claims. Actual results could differ from those estimates.
Reserve for Workers Compensation Claims
_______________________________________
Prior to 1995, the Company's workers compensation plan was fully insured. In
1995, the Company's workers compensation benefits are provided under a large
deductible insured plan. Since the Company has limited claims loss
experience the Company has elected to record reserves for the deductible
portion of workers compensation claims costs based on the maximum contractual
loss exposure under their workers compensation program. Management believes
that this is a conservative approach and the reserve is adequate to meet its
obligations for the open claims. As historical loss experience becomes
available, the Company will modify its reserve requirements.
Workers compensation claims reserves are established at the time an employee
files a claim. Furthermore, the Company, in determining its reserves,
includes reserves for estimated claims incurred but not reported.
At December 31, 1995, the Company has classified as current the estimated
amounts of reserves established for claims expected to be paid within one
year.
National Business Solutions, Inc. and Affiliates
NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)
December 31, 1995, 1994 and 1993
NOTE 1 - NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES- (continued)
_____________________________________________________________________
Certificates of Deposit
_______________________
Certificates of deposit with an aggregate balance of $154,829 at December 31,
1994 had been pledged in conjunction with the workers compensation insurance
policy used by the Company. The Company obtained a letter of credit in the
amount of $308,000 in conjunction with the workers compensation policy for
1995. Certificates of deposit with an aggregate balance of $243,448 at
December 31, 1995 have been pledged as collateral for the letter of credit
(See Note 6).
Furniture and Equipment
_______________________
Furniture and equipment are stated at cost. Depreciation is being provided
using the straight-line method over the estimated economic useful lives (5 - 8
years) for financial statement purposes. Accelerated methods are used for
income tax purposes.
Income Taxes
____________
NBS and four affiliates have elected not to be taxable as corporations
pursuant to Subchapter S of the Internal Revenue Code. Income taxes on net
earnings are payable personally by the individual stockholders of the
respective companies. Accordingly, no provision has been recorded for Federal
or State income taxes.
One other affiliate is a taxable corporation under the Internal Revenue Code.
No provision has been recorded for Federal and State income taxes as the
results of operations of this Affiliate is immaterial to the combined
financial statements. In 1993, this affiliate adopted Statement of Financial
Accounting Standard (SFAS) No. 109, "Accounting for Income Taxes", issued
February 1992. Under the liability method specified in SFAS No. 109, deferred
tax assets and liabilities are determined based on the difference between the
financial statement and tax basis of assets and liabilities as measured by the
enacted tax rates which will be in effect when these differences reverse.
Deferred tax expense (benefit) is the result of changes in deferred tax assets
and liabilities. The change from the Accounting Principles Board (APB) No. 11
to SFAS No. 109 had an immaterial effect on the financial statements.
Stock Based Compensation
________________________
In October 1995, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 123, Accounting for Stock
Based Compensation (SFAS 123). SFAS 123, the disclosure provisions of which
must be implemented for fiscal years beginning subsequent to December 15,
1995, establishes a fair value based method of accounting for stock based
compensation plans, the effect of which can either be disclosed or recorded.
The Company will adopt the provisions of SFAS 123 in 1996. Upon adoption, the
Company intends to retain the intrinsic value method of accounting for stock
based compensation, which it currently uses.
National Business Solutions, Inc. and Affiliates
NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)
December 31, 1995, 1994 and 1993
NOTE 1 - NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES- (continued)
_____________________________________________________________________
Fair Value of Financial Instruments
___________________________________
The Company's financial instruments consist primarily of instruments without
extended maturities whose fair value equals their carrying value.
Supplemental Disclosure of Cash Flow Information
________________________________________________
During 1993 cash paid for interest aggregated $6,162 (unaudited). No cash was
paid for interest during 1995 and 1994.
Reclassifications
_________________
Certain reclassifications have been made to the 1994 and 1993 balances to
conform to the 1995 presentation.
NOTE 2 - MARKETABLE SECURITIES
______________________________
Marketable Securities
_____________________
The Company adopted, effective December 31, 1993, Statement of Financial
Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in
Debt and Equity Securities", issued in May 1993. The Statement requires
companies to classify investments in marketable equity and in all debt
securities as trading securities, available-for-sale securities, or
held-to-maturity securities.
<CAPITON>
Marketable securities consist of the following:
1995 1994
____ ____
Available for sale securities:
Investments in common stocks 150,933 35,561
________ _______
$150,933 $35,561
======== =======
Unrealized (loss)/gain of $22,873 and $(29,629) at December 31, 1995 and 1994
respectively, relate to available-for-sale securities and have been recorded
in the stockholders' equity section of the accompanying combined balance sheet.
National Business Solutions, Inc. and Affiliates
NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)
December 31, 1995, 1994 and 1993
NOTE 3 - FURNITURE AND EQUIPMENT
________________________________
Furniture and equipment consist of the following:
1995 1994
____ ____
Computer hardware and software $353,099 $173,827
Furniture, fixtures and leasehold improvements 285,595 151,708
________ ________
638,694 325,535
Less: accumulated depreciation (174,463) (98,442)
________ ________
$464,231 $227,093
======== ========
NOTE 4 - COMMITMENTS AND CONTINGENCIES
______________________________________
Operating Leases
________________
The Company leases their office facilities and certain equipment under
operating leases, which expire at various times from 1996 through 2001.
Future minimum lease payments under these operating leases are as follows:
Less Net
Gross Sublease Lease
_____ ________ _____
1996 $ 434,739 $ (91,666) $ 343,073
1997 455,393 (96,766) 358,627
1998 459,100 (96,766) 362,334
1999 369,954 (8,064) 361,890
2000 309,388 - 309,388
Thereafter 13,361 - 13,361
__________ _________ __________
$2,041,935 $(293,262) $1,748,673
The leases provide for payment of taxes and other expenses by the Company.
Rent expense was $197,000, $127,000 and $89,000 (unaudited) for the three
years ended December 31, 1995, 1994 and 1993 respectively.
National Business Solutions, Inc. and Affiliates
NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)
December 31, 1995, 1994 and 1993
NOTE 4 - COMMITMENTS AND CONTINGENCIES (Continued)
__________________________________________________
Workers Compensation Reserves
_____________________________
During 1995, the Company entered into a workers compensation insurance policy
whereby the maximum individual claims exposure is $350,000 and the aggregate
claims exposure is limited to a percentage of workers compensation payroll.
The Company estimates this will result in a maximum liability of $1,523,382
when they are ultimately resolved. The Company believes this reserve is
sufficient to meet its obligations for the open claims. The Company
estimates that approximately $658,455 of the reserves will be paid out in 1996
and the remaining $864,927 is recorded as a long-term liability at December
31, 1995.
NOTE 5 - EMPLOYEE BENEFIT PLANS
_______________________________
The Company sponsors and administrates two 401(k) plans and one money purchase
plan on behalf of its employees. Such plans cover substantially all full-time
employees over age 21 with at least one year of service. Employees are
entitled to make contributions to the 401(k) plans on a before-tax basis under
the salary reduction provisions of the plans. The Company, (in effect, the
Company's clients) at their discretion, may contribute a matching contribution
on behalf of each participant for whom an elective contribution was made
during the plan year. Contributions by the Company totaled approximately
$867,000, $690,000 and $240,000 (unaudited) in the years ended December 31,
1995, 1994 and 1993.
NOTE 6 - SUBSEQUENT EVENT
_________________________
The Company issued a letter of credit in January 1996 in the amount of
$650,000 in conjunction with the workers compensation insurance policy for
1996. A certificate of deposit totaling $650,000 has been pledged as
collateral for this letter of credit (See Note 1).
National Business Solutions, Inc. and Affiliates
NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)
December 31, 1995, 1994 and 1993
NOTE 7 - STOCKHOLDERS' EQUITY
_____________________________
Common Stock Shares NBS of NBS of Express NBS of NBS of
Central America Benefits North South
NBS Florida Inc. Corporation Florida Florida
$1 par value $1 par value $1 par value $1 par value $1 par value $1 par value
200,000 shares 200,000 shares 20,000 shares 1,000 shares 1,000 shares 1,000 shares
authorized authorized authorized authorized authorized authorized
______________ ______________ _______________ ______________ ______________ ______________
Balance, January 1, 1993 63,900 63,000 - - - -
(unaudited)
Common stock issued 7,900 - - 100 - -
(unaudited)
Common stock purchased
by the Company and
retired (unaudited) (11,900) - - - - -
Acquisition of entity
in 1993 (unaudited) - - 20,000 - - -
______ ______ ______ ______ ______ ______
Balance, December 31, 1993 59,900 63,000 20,000 - - -
Common stock issued - - - - 100 -
______ ______ ______ ______ ______ ______
Balance, December 31, 1994 59,900 63,000 20,000 100 100 -
Common stock issued 2,767 - - - - 100
______ ______ ______ ______ ______ ______
Balance, December 31, 1995 62,667 63,000 20,000 100 100 100
====== ====== ====== ====== ====== ======
National Business Solutions, Inc. and Affiliates
NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)
December 31, 1995, 1994 and 1993
NOTE 7 - STOCKHOLDERS' EQUITY - (Continued)
___________________________________________
Incentive Stock Option Plan
___________________________
In 1992, NBS adopted an Incentive Stock Option plan pursuant to Section 422
of the Internal Revenue Code. Under the plan, the maximum aggregate number
of shares which may be awarded is 15,000. The option price per share shall
never be less than the fair market value of NBS' common stock at the grant
date. In the case of an individual who owns 10% or more of NBS' common
stock, the option price shall be a minimum of 110% of the fair market value
on the date of the grant. Options granted vest equally over a three-year
period. The current options outstanding expire in February 1997.
A summary of options is as follows:
Exercise
# of Shares Price Per Share
___________ _______________
Options outstanding at, January 1, 1993 10,000 $1.00
(unaudited)
Granted (unaudited) 1,000 8.22
Exercised (unaudited) (7,900) (1.00)
______
Options outstanding at, December 31, 1993 3,100 1.00-8.22
Granted - -
Exercised - -
______ _________
Options outstanding at, December 31, 1994 3,100 1.00-8.22
Exercised (2,767) 1.00-8.22
_____
Options outstanding at, December 31, 1995 333 8.22
====== =========
(b) Pro Forma Financial Information
Since the transaction does not involve the acquisition of a significant
amount of assets, no Pro Forma financial information are provided with the
filing.
(c) Exhibits
2. Agreement and Plan of Merger with Exhibit C-1 attached.
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.
Dated: July 9, 1996
PAYCHEX, INC.
By: /s/ G. Thomas Clark
________________________
G. Thomas Clark, Senior Vice President
of Finance