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): DECEMBER 1, 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)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to the terms of a previously announced definitive merger
agreement, on December 1, 1997, The Vincam Group, Inc. (the "Company") completed
the acquisition by merger of Staffing Network, Inc. ("SNI"), a privately held
professional employer organization headquartered in Manchester, New Hampshire
with approximately 525 clients and more than 5,000 worksite employees. Upon
consummation of the merger, SNI, the surviving corporation in the merger,
changed its name to Vincam/Staffing Network, Inc. and became a wholly owned
subsidiary of the Company. Vincam issued 1.2 million shares of its common stock
in the transaction which will be accounted for as a pooling of interests. SNI
reported revenues of $114.6 million for the fiscal year ended December 31, 1996,
and $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.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
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 on Form 8-K no
later than 75 days after the date of this Current Report on Form 8-K, or
February 14, 1998.
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(b) Pro Form 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
on Form 8-K no later than 75 days from the date of this Current Report, or
February 14, 1998.
(c) Exhibits
EXHIBIT NO. DESCRIPTION
----------- -----------
2 Agreement and Plan of Merger by and among The Vincam
Group, Inc., Staffing Network, Inc., Michael J. Gatsas and
Theodore L. Gatsas, dated as of October 24, 1997.*
*Schedules and exhibits to Exhibit 2 have not been filed with the
Securities and Exchange Commission (the "Commission"). The Registrant
agrees to provide those schedules and 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 hereunto duly authorized.
THE VINCAM GROUP, INC.
Date: DECEMBER 5, 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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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ---------- -----------
2 Agreement and Plan of Merger by and among The Vincam Group,
Inc., Staffing Network, Inc., Michael J. Gatsas and Theodore L.
Gatsas, dated as of October 24, 1997.
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