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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 8-K/A
____________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 27, 2025 (April 14, 2025)
____________________________
Paychex, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
0-11330 |
16-1124166 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
| |
|
|
|
911 Panorama Trail South
, New York
|
|
14625-2396 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(585) 385-6666
Registrant’s Telephone Number, Including
Area Code
(N/A)
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
|
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, $0.01 par value |
|
PAYX |
|
Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Explanatory Note
On January 7, 2025, Paychex, Inc., a Delaware corporation (“Paychex”),
Skyline Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Paychex (“Merger Sub”), and Paycor
HCM, Inc., a Delaware corporation (“Paycor”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).
On April 14, 2025, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into Paycor
(the “Merger”), with Paycor continuing as the surviving corporation and an indirect wholly owned subsidiary of Paychex, as
previously disclosed in Paychex’s Current Report on Form 8-K filed on April 14, 2025 (the “Original 8-K”). This Current
Report on Form 8-K/A is being filed to amend Item 9.01 of the Original 8-K to include the financial statements of Paycor and pro forma
financial information required by Item 9.01 of Form 8-K (this “Amendment No. 1”).
The pro forma financial information included in this Amendment No.
1 has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of
operations that Paychex and Paycor would have achieved had the companies been combined during the periods presented in the pro forma financial
information, and is not intended to project the future results of operations that the combined company may achieve after completion of
the Merger. Except as described above, this Amendment No. 1 does not otherwise amend, modify, or update the disclosures contained in the
Original 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited consolidated financial statements of Paycor for the year
ended June 30, 2024 contained in Part II, Item 8 to Paycor’s Annual Report on Form 10-K for the year ended June 30, 2024 are incorporated herein by reference.
The unaudited consolidated financial statements of Paycor for quarter
ended December 31, 2024 contained in Part I, Item 1 to Paycor’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2024 are incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed combined statements of income
for the six-months ended November 30, 2024 and the year ended May 31, 2024, which combine the historical Paychex consolidated
statements of income and the historical Paycor consolidated statements of operations giving effect to the Merger as if it had
occurred on June 1, 2023, and the unaudited pro forma condensed combined balance sheet as of November 30, 2024, which combines the
historical Paychex and Paycor consolidated balance sheets, giving effect to the Merger as if it had occurred on November 30, 2024,
are filed as Exhibit 99.1 hereto and incorporated herein by reference.
(c) Exhibits.
|
Exhibit
No. |
|
Description
of Exhibit |
| 23.1 |
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (with respect to Paycor HCM, Inc.). |
| 99.1 |
|
Unaudited pro forma condensed combined balance sheet of Paychex, Inc. as of November 30, 2024 and unaudited pro forma condensed combined statements of income of Paychex, Inc. for the six-months ended November 30, 2024 and the fiscal year ended May 31, 2024. |
| 104 |
|
Cover Page Interactive File, embedded in Inline XBRL. |
| |
|
|
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.
| |
PAYCHEX, INC. |
| |
|
| |
|
| |
By: |
/s/ Prabha Sipi Bhandari |
| |
|
Name: |
Prabha Sipi Bhandari |
| |
|
Title: |
Chief Legal Officer, Chief Ethics Officer and Secretary |
Date: June 27, 2025
