As filed with the securities and Exchange Commission on September 3, 1998
Registration No.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
THE VINCAM GROUP, INC.
(Exact name of registrant as specified in its charter)
Florida 59-2452823
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2850 Douglas Road, Coral Gables, Florida 33134
(Address of Principal Executive Offices, Zip Code)
The Vincam Group, Inc. 1998 Long Term Incentive Plan
(Full title of the plan)
Elizabeth J. Marston, Esq. Copies of Communications to:
Vice President and General Counsel Ira N. Rosner, P.A.
The Vincam Group, Inc. Steel Hector & Davis LLP
2850 Douglas Road 200 South Biscayne Boulevard
Coral Gables, Florida 33134 Suite 4000
(305) 460-2350 Miami, Florida 33131-2398
(Name, address, and telephone number, (305) 577-2919
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
============================== ============== ========================= ========================== =================
Title of Securities Amount to Proposed Maximum Proposed Maximum Amount of
to be Registered be Registered Offering Price Per Unit Aggregate Offering Price Registration Fee
(1) (1)
- ------------------------------ -------------- ------------------------- -------------------------- -----------------
Common Stock, $ .001 par 900,000 (2) $10.00 $9,000,000.00 $2,655.00
value
- ------------------------------ -------------- ------------------------- -------------------------- -----------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, based upon
the average of the high and low prices of such Common Stock on September 1,
1998 on the NASDAQ National Market.
(2) This Registration Statement also relates to such indeterminate number of
additional Common Shares of the Registrant as may be issuable as a result
of stock splits, stock dividends, recapitalizations, mergers,
reorganizations, combinations or exchange of shares or other similar
events.
This Registration Statement shall become effective upon filing with the
Securities and Exchange Commission in accordance with Section 8(a) of the
Securities Act of 1933, as amended, and Rule 462 promulgated thereunder.
1
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission (the
"Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed by The Vincam Group, Inc. (the
"Registrant") with the Commission are incorporated herein by reference:
1. The Registrant's Annual Report on Form 10-K for the year ended December
31, 1997 filed on March 31, 1998, as amended by Form 10-K/A No. 1 filed on
April 9, 1998 (Commission File No. 000-28148).
2. The Registrant's Amendment No. 1 to its Current Report on Form 8-K dated
December 1, 1997 and filed on January 20, 1998 (Commission file No.
000-28148).
3. The Registrant's Proxy Statement dated April 22, 1998 and filed on April
13, 1998 (Commission File No. 000-28148).
4. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998 filed on May 15, 1998 (Commission file No. 000-28148).
5. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998 filed on August 14, 1998 (Commission file No. 000-28148).
6. The description of the Registrant's Common Stock to be offered pursuant to
the 1998 Long Term Incentive Plan which is contained in its Registration
Statement on Form 8-A dated April 4, 1996 (Commission File No. 000-28148),
including all amendments and reports filed for the purpose of updating such
description.
7. All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the fiscal
year covered by the document referred to in (1) above.
2
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents.
Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Florida Business Corporation Act. Section 607.0850(1) of the Florida
Business Corporation Act (the "FBCA") provides that a Florida corporation, such
as the Registrant, shall have the power to indemnify any person who was or is a
party to any proceeding (other than an action by, or in the right of, the
corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against liability incurred in connection with
such proceeding, including any appeal thereof, if such person acted in good
faith and in a manner reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such conduct was unlawful.
Section 607.0850(2) of the FBCA provides that a Florida corporation shall
have the power to indemnify any person, who was or is a party to any proceeding
by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses and amounts paid in
settlement not exceeding, in the judgment of the board of directors, the
estimated expense of litigating the proceeding to conclusion, actually and
reasonably incurred in connection with the defense or settlement of such
proceeding, including any appeal thereof. Such indemnification shall be
authorized if such person acted in good faith and in a manner reasonably
believed to be in, or not opposed to, the best interests of the corporation,
except that no indemnification shall be made under this subsection in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable unless, and only to the extent that, the court in which such
proceeding was brought, or any other court of competent jurisdiction, shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
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Section 607.0850 of the FBCA further provides that: (i) to the extent that
a director, officer, employee or agent of a corporation has been successful on
the merits or otherwise in defense of any proceeding referred to in subsection
(1) or subsection (2) thereof, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses actually and
reasonably incurred by such person in connection therewith; (ii) indemnification
provided pursuant to Section 607.0850 is not exclusive; and (iii) the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against such person or
incurred by such person in any such capacity or arising out of such person's
status as such whether or not the corporation would have the power to indemnify
such person against such liabilities under Section 607.0850.
Notwithstanding the foregoing, Section 607.0850 of the FBCA provides that
indemnification or advancement of expenses shall not be made to or on behalf of
any director, officer, employee or agent if a judgment or other final
adjudication establishes that such person's actions, or omissions to act, were
material to the cause of action so adjudicated and constitute: (a) a violation
of the criminal law, unless the director, officer, employee or agent had
reasonable cause to believe such person's conduct was lawful or had no
reasonable cause to believe such person's conduct was unlawful; (b) a
transaction from which the director, officer, employee or agent derived an
improper personal benefit; (c) in the case of a director, a circumstance under
which the liability provisions regarding unlawful distributions are applicable;
or (d) willful misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.
Section 607.0831 of the FBCA provides that a director of a Florida
corporation is not personally liable for monetary damages to the corporation or
any other person for any statement, vote, decision or failure to act, regarding
corporate management or policy, by a director, unless: (a) the director breached
or failed to perform such director's duties; and (b) the director's breach of,
or failure to perform, those duties constitutes: (1) a violation of criminal
law, unless the director had reasonable cause to believe such director's conduct
was lawful or had no reasonable cause to believe such director's conduct was
unlawful; (2) a transaction from which the director derived an improper personal
benefit, either directly or indirectly; (3) a circumstance under which the
liability provisions regarding unlawful distributions are applicable; (4) in a
proceeding by or in the right of the corporation to procure a judgment in its
favor or by or in the right of a shareholder, conscious disregard for the best
interest of the corporation or willful misconduct; or (5) in a proceeding by or
in the right of someone other than the corporation or a shareholder,
recklessness or an act or omission which was committed in bad faith or with
malicious purpose or in a manner exhibiting wanton and willful disregard of
human rights, safety or property.
Articles and Bylaws. Article XI of the Registrant's Amended and Restated
Articles of Incorporation and Article VIII of the Registrant's Amended and
Restated Bylaws provide that the Registrant shall, to the fullest extent
permitted by law, indemnify all directors of the Registrant, as well as any
officers or employees of the Registrant to whom the Registrant has agreed to
grant indemnification.
Director and Officer Liability Insurance. In addition to the foregoing, the
Registrant has obtained a director and officer liability insurance policy
insuring directors and officers of the Registrant against certain liabilities.
Indemnification under the Plans. With respect to the 1998 Long Term
Incentive Plan (the "Incentive Plan"), the members of the Committee of the Board
of Directors of the Registrant (the "Board") which administers the Incentive
Plan (the "Stock Option Committee") and any officer or employee acting on behalf
4
of the Stock Option Committee shall be fully indemnified and protected by the
Registrant, to the fullest extent permitted by law, with respect to any action,
determination or interpretation relating to the Incentive Plan taken or made in
good faith and shall not be personally liable for any action, determination or
interpretation taken or made in good faith with respect to the Incentive Plan.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) *3.1 Amended and Restated Articles of Incorporation of the
Registrant, incorporated herein by reference to Exhibit 3.1 filed
as part of the Registrant's Form 10-Q for the quarterly period
ended September 30, 1996 (Commission File No. 000-28148).
*3.2 Amended and Restated Bylaws of the Registrant, incorporated
herein by reference to Exhibit 3.2 filed as part of the
Registrant's Form 10-Q for the quarterly period ended September
30, 1996 (Commission File No. 000-28148).
*4.1 Form of certificate for shares of the Registrant's Common Stock,
incorporated herein by reference to Exhibit 4.1 filed as part of
Amendment No. 1 to the Registrant's Registration Statement on
Form S-1, filed with the Commission on March 29, 1996
(Registration Statement File No. 333-1594).
*4.2 The Vincam Group, Inc.'s 1998 Long Term Incentive Plan
incorporated by reference to Appendix B filed as part of the
Registrant's Proxy Statement dated April 22, 1998 and filed April
13, 1998 (Commission File No. 000-28148).
5 Opinion of Steel Hector & Davis LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Howe, Riley & Howe Professional Corporation.
23.4 Consent of Plante & Moran, LLP.
23.5 Consent of Ehrhardt Keefe Steiner & Hottman PC.
23.6 Consent of Steel Hector & Davis LLP is included in Exhibit 5.
24 Power of Attorney (included on signature pages of this
Registration Statement).
* Incorporated by reference as indicated.
5
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in the volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment is contained in periodic
reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
6
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Coral Gables, State of Florida, on this 2nd day of
September, 1998.
THE VINCAM GROUP, INC.,
a Florida corporation
By: /S/ CARLOS A. SALADRIGAS
---------------------------
Carlos A. Saladrigas
Chairman of the Board
and Chief Executive Officer
[continued on next page]
8
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below constitutes and appoints John
T. Carlen and Carlos A. Rodriguez, or either of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution
for him and in his name, place and stead in any and all capacities to execute in
the name of each such person who is then an officer or director of the
Registrant any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same with all exhibits thereto and other
documents in connection therewith with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents and each of them full power and
authority to do and perform each and every act and thing required or necessary
to be done in and about the premises as fully as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:
Signature Title Date
/S/ CARLOS A. SALADRIGAS Chairman of the Board and September 2, 1998
Carlos A. Saladrigas Chief Executive Officer (Chief
Executive Officer)
/S/ JOSE M. SANCHEZ Vice Chairman of the Board September 2, 1998
Jose M. Sanchez
/S/ CARLOS A. RODRIGUEZ Chief Financial Officer, September 2, 1998
Carlos A. Rodriguez Senior Vice-President--
Finance and Administration
(Principal Financial Officer)
/S/ MARTINIANO J. PEREZ Vice President and Controller September 2, 1998
Martiniano J. Perez (Principal Accounting Officer)
Director
Howard E. Cox, Jr.
Director
Charles M. Hazard, Jr.
/S/ JOHN H. MCARTHUR Director September 2, 1998
John H. McArthur
9
EXHIBIT INDEX
Exhibit
No.
5 Opinion of Steel Hector & Davis LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Howe, Riley & Howe Professional Corporation.
23.4 Consent of Plante & Moran, LLP.
23.5 Consent of Ehrhardt Keefe Steiner & Hottman PC.
23.6 Consent of Steel Hector & Davis LLP is included in Exhibit 5.
EXHIBIT 5
September 2, 1998
The Vincam Group, Inc.
2850 Douglas Road
Coral Gables, Florida 33134
Ladies and Gentlemen:
We have acted as special counsel to The Vincam Group, Inc. (the "Company")
in connection with the preparation and filing with the Securities and Exchange
Commission, on or about the date hereof, of a registration statement on Form S-8
(the "Registration Statement"). The Registration Statement relates to the
offering of up to 900,000 shares of Common Stock, par value $.001 per share, of
the Company (the "Shares"), pursuant to the terms of the Company's 1998 Long
Term Incentive Plan (the "Plan").
In connection therewith, we have examined the Company's Amended and
Restated Articles of Incorporation and the Company's Amended and Restated
Bylaws, each as amended to the date hereof; resolutions adopted by the Board of
Directors of the Company providing, among other things, for the issuance of the
Shares and the filing of the Registration Statement; and such other corporate
documents and records, certificates of public officials and questions of law as
we deemed necessary or appropriate for the purposes of this opinion. We have
also reviewed the relevant statutory provisions of the Florida Business
Corporation Act, and such other legal authority in Florida as we have deemed
relevant.
Based upon and subject to the foregoing and the other qualifications,
limitations and assumptions contained herein, we are of the opinion that the
Shares, when issued and delivered pursuant to the terms of the Plan, will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus related thereto.
Very truly yours,
STEEL HECTOR & DAVIS LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of The Vincam Group, Inc., and the Prospectus, of (i) our
report dated March 6, 1998 appearing on page 36 of The Vincam Group, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1997, as amended by
The Vincam Group, Inc.'s Form 10-K/A No. 1, relating to the financial position
of The Vincam Group, Inc. and its subsidiaries at December 31, 1997 and 1996,
and the results of their operations and their cash flows for each of the three
years in the period ended December 31, 1997 and (ii) our report dated February
21, 1997, except as to the pooling of interest with Amstaff, Inc., which is as
of June 30, 1997, except as to the three-for-two stock split, which is as of
November 21, 1997 and except as to the pooling of interest with Staffing
Network, Inc., which is as of December 1, 1997, which appears on pages 3-4 of
The Vincam Group, Inc.'s Amendment No. 1 to the Current Report on Form 8-K dated
December 1, 1997. We also consent to the reference to us under the heading
"Experts" in the Prospectus.
PRICEWATERHOUSECOOPERS LLP
Miami, Florida
September 2, 1998
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of The Vincam Group, Inc., and the prospectus constituting a part
thereof, of (i) our report dated March 11, 1997, appearing on page 13 of The
Vincam Group, Inc.'s Form 10-K/A No. 1 for the year ended December 31, 1997,
relating to the financial statements of Staffing Network, Inc. at December 31,
1996, and for each of the two years in the period ended December 31, 1996, and
(ii) our report dated March 11, 1997, appearing on page F-1 of The Vincam Group,
Inc.'s Amendment No. 1 to the Current Report on Form 8-K dated December 1, 1997
(Commission File No. 000-28148), relating to the financial statements of
Staffing Network, Inc. at December 31, 1996 and 1995, and for the years then
ended. We also consent to the reference to our firm under the heading "Experts"
in the prospectus constituting part of this Registration Statement on Form S-8.
ERNST & YOUNG LLP
Manchester, New Hampshire
September 2, 1998
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of The Vincam Group, Inc., and the prospectus constituting a part
thereof, of our report dated March 2, 1995 appearing on page F-14 of The Vincam
Group, Inc.'s Amendment No. 1 to the Current Report on Form 8-K dated December
1, 1997 (Commission File No. 000-28148), relating to the financial statements of
Staffing Network, Inc. for the year ended December 31, 1994. We also consent to
the reference to us under the heading "Experts" in the prospectus constituting
part of this Registration Statement on Form S-8.
HOWE, RILEY & HOWE PROFESSIONAL CORPORATION
Manchester, New Hampshire
September 2, 1998
EXHIBIT 23.4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of The Vincam Group, Inc., and the prospectus constituting a part
thereof, of our report dated September 10, 1997 appearing on page 14 of The
Vincam Group, Inc.'s Form 10-K/A No. 1 for the year ended December 31, 1997,
relating to the consolidated financial position of Amstaff, Inc. and its
subsidiaries as of December 31, 1996, and their consolidated results of
operations and cash flows for each of the two years in the period ended December
31, 1996. We also consent to the reference to our firm under the heading
"Experts" in the prospectus constituting part of this Registration Statement on
Form S-8.
PLANTE & MORAN, LLP
Bloomfield Hills, Michigan
September 2, 1998
EXHIBIT 23.5
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of The Vincam Group, Inc., and the prospectus constituting a part
thereof, of our report dated January 31, 1997 appearing on page 15 of The Vincam
Group, Inc.'s Form 10-K/A No. 1 for the year ended December 31, 1997, relating
to the financial position of Staff Administrators, Inc. and Subsidiaries as of
December 31, 1996, and the results of their operations and their cash flows for
each of the two years in the period ended December 31, 1996. We also consent to
the reference to our firm under the heading "Experts" in the prospectus
constituting part of this Registration Statement on Form S-8.
EHRHARDT KEEFE STEINER & HOTTMAN PC
Denver, Colorado
September 2, 1998