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): September 30, 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) Registrant's telephone number, including area code: (716)385-6666 N/A __________________________________________________________________________ (Former name or former address, if changed, since last report) ITEM 5. OTHER EVENTS On August 26, 1996, Paychex, Inc. merged with National Business Solutions, Inc. (NBS), now Paychex Business Solutions, Inc. (PBS) in a business combination accounted for as a pooling of interests. The stockholders of NBS received 2,934,496 shares of Paychex, Inc. common stock. The following financial data represents year to date combined financial results which include at least 30 days of post-merger combined operations. Paychex, Inc. and Subsidiaries - Consolidated Statements of Income __________________________________________________________________ (in thousands, except per share amounts)
Four Months Ended September 30, ____________ 1996 1995 Payroll Revenue $116,991 $100,066 PEO Revenue 102,124 64,095 ________ ________ Total Revenue 219,115 164,161 PEO Direct Costs 98,992 61,824 Operating Costs 34,814 30,824 Selling, Gen & Admin Exp 56,681 50,368 ________ ________ Operating Income 28,628 21,145 Other Income 2,028 1,846 ________ ________ Income Before Income Taxes 30,656 22,991 Income Taxes 8,461 6,350 ________ ________ Net Income $ 22,195 $ 16,641 Earnings Per share $ .31 $ .23* Cash Dividends Per Share $ .06 $ .04* Weighted Average Shares Outstanding 71,669 71,045*
* Adjusted for a three-for-two stock split in May, 1996. Paychex, Inc.and Subsidiaries - Market Segment Information __________________________________________________________ (in thousands) The Company operates in two major segments, Payroll and Professional Employer Organization (PEO). The Payroll segment is engaged in the preparation of payroll checks, internal accounting records and all Federal, State and Local payroll tax returns for small to medium-sized businesses. The Payroll segment also includes employee handbooks, section 125 plans and 401(k) recordkeeping services. The PEO segment specializes in providing small and medium-sized businesses with cost-effective outsourcing solutions for their employee benefits. As an outsourcing solution, the PEO relieves the business owner of human resources administration, employment regulatory compliance, workers' compensation coverage, health care and other employee related responsibilities. Consistent with PEO industry practice, revenue includes all amounts billed to clients for the services provided by the PEO.
Four Months Ended September 30, 1996 1995 _____ ______ Revenue Payroll $116,991 $100,066 PEO 102,124 64,095 ________ ________ Total Revenue 219,115 164,161 PEO Direct Costs 98,992 61,824 ________ ________ Revenue Less PEO Direct Costs 120,123 102,337 Operating Costs Payroll 33,078 29,486 PEO 1,736 1,338 ________ ________ Total Operating Costs 34,814 30,824 Selling, General and Admin Payroll 54,234 48,497 PEO 311 232 ________ ________ Total Selling, General and Admin 54,545 48,729 Operating Income Payroll 29,679 22,083 PEO 1,085 701 ________ ________ Total Operating Income 30,764 22,784 General Corporate Expenses 2,136 1,639 Other Income - Net 2,028 1,846 ________ ________ Income Before Income Taxes $ 30,656 $ 22,991 ________ ________
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: October 22, 1996 PAYCHEX, INC. By: /s/ John M. Morphy _____________________________________ John M. Morphy Vice President, Chief Financial Officer and Secretary