Attached files
| file | filename |
|---|---|
| EX-5.1 - OPINION OF WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL CORPORATION - WAGEWORKS, INC. | d420831dex51.htm |
| EX-23.2 - CONSENT OF MAYER HOFFMAN MCCANN P.C. - WAGEWORKS, INC. | d420831dex232.htm |
| EX-23.1 - CONSENT OF KPMG LLP - WAGEWORKS, INC. | d420831dex231.htm |
| EX-23.3 - CONSENT OF EISNERAMPER LLP - WAGEWORKS, INC. | d420831dex233.htm |
As filed with the Securities and Exchange Commission on October 3, 2012
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
Under The Securities Act of 1933
WAGEWORKS, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 8742 | 94-3351864 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
| 1100 Park Place, 4th Floor San Mateo, California 94403 (650) 577-5200 |
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| (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) | ||||
| Joseph L. Jackson Chief Executive Officer 1100 Park Place, 4th Floor San Mateo, California 94403 (650) 577-5200 |
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| (Name, address, including zip code, and telephone number, including area code, of agent for service) | ||||
| Copies to: |
| David J. Segre, Esq. Mark B. Baudler, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 (650) 493-9300 |
Kimberly L. Jackson, Esq. Senior Vice President, General Counsel and Secretary 1100 Park Place, 4th Floor San Mateo, California 94403 (650) 577-5200 |
Christopher L. Kaufman, Esq. Tad J. Freese, Esq. Latham & Watkins LLP 140 Scott Drive Menlo Park, CA 94025 (650) 328-4600 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-183889
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): ¨
| Large accelerated filer ¨ | Accelerated filer ¨ | |||
| Non-accelerated filer x (Do not check if a smaller reporting company) | Smaller reporting company ¨ | |||
CALCULATION OF REGISTRATION FEE
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| Title of Each Class of Securities to be Registered | Amount to be Registered(1) |
Proposed Maximum Offering Price per |
Proposed Maximum Aggregate Offering Price(1)(2) |
Amount of Registration Fee | ||||
| Common Stock $0.001 par value |
1,150,000 |
$17.47 |
$20,090,500 | $2,741 | ||||
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| (1) | Includes shares that the underwriters have the option to purchase to cover over-allotments, if any. Represents only the additional number of shares being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-183889). |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based upon the average of the high and low sales prices of the Registrant’s Common Stock as reported by the New York Stock Exchange on October 1, 2012. The Registrant previously registered 5,750,000 shares of its Common Stock at a proposed maximum aggregate offering price of $101,085,000 on a Registration Statement on Form S-1 (File No. 333-183889), which was declared effective by the Securities and Exchange Commission on October 3, 2012. In accordance with Rule 462(b) under the Securities Act, an additional 1,150,000 shares having a proposed maximum aggregate offering price of $20,090,500 are hereby registered, which includes shares issuable upon the exercise of the underwriters’ over-allotment option. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering of common stock of the Registrant contemplated by the Registration Statement on Form S-1, as amended (File No. 333-183889), originally filed by the Registrant on September 13, 2012 (the “Prior Registration Statement”), and is being filed for the sole purpose of registering additional securities of the same class as were included in the Prior Registration Statement. The contents of the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Mateo, State of California, on the 3rd day of October, 2012.
| WAGEWORKS, INC. | ||
| By |
/s/ Joseph L. Jackson | |
| Joseph L. Jackson Chief Executive Officer and Director | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Joseph L. Jackson Joseph L. Jackson |
Chief Executive Officer and Director (Principal Executive Officer) | October 3, 2012 | ||
| /s/ Richard T. Green Richard T. Green |
Chief Financial Officer (Principal Financial and Accounting Officer) | October 3, 2012 | ||
| * Richard M. Berkeley |
Director | October 3, 2012 | ||
| * Thomas A. Bevilacqua |
Director |
October 3, 2012 | ||
| * Bruce G. Bodaken |
Director |
October 3, 2012 | ||
| * Mariann Byerwalter |
Director |
October 3, 2012 | ||
| * Jerome D. Gramaglia |
Director |
October 3, 2012 | ||
| * John W. Larson |
Director |
October 3, 2012 | ||
| * Edward C. Nafus |
Director |
October 3, 2012 | ||
| *By |
/s/ Joseph L. Jackson | |
|
| ||
| Joseph L. Jackson | ||
| Attorney in Fact |
The Power of Attorney granted by each director was filed as an exhibit to the Prior Registration Statement.
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EXHIBIT INDEX
| Exhibit Number |
Description | |
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation | |
| 23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm | |
| 23.2 | Consent of Mayer Hoffman McCann P.C., Independent Public Accounting Firm | |
| 23.3 | Consent of EisnerAmper LLP, Independent Registered Public Accounting Firm | |
| 23.4 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1) | |
| 24.1* | Power of Attorney | |
| * | Incorporated by reference from the Prior Registration Statement. |
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