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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 18, 1997
REGISTRATION NO. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PROBUSINESS SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 7374 94-2976066
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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5934 GIBRALTAR DRIVE
PLEASANTON, CA 94588
(510) 734-9990
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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THOMAS H. SINTON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
5934 GIBRALTAR DRIVE
PLEASANTON, CA 94588
(510) 734-9990
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copies to:
ALAN K. AUSTIN KENNETH L. GUERNSEY
ELIZABETH R. FLINT KARYN R. SMITH
ELIZABETH M. KURR RICHARD S. JASEN
THOMAS I. SAVAGE COOLEY GODWARD LLP
JOHN L. WHITTLE ONE MARITIME PLAZA
WILSON SONSINI GOODRICH & ROSATI 20TH FLOOR
PROFESSIONAL CORPORATION SAN FRANCISCO, CA 94111
650 PAGE MILL ROAD (415) 693-2000
PALO ALTO, CALIFORNIA 94304-1050
(650) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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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| 333-23189
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE PRICE FEE
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Common Stock, par value
$.001 per share.......... 115,000 shares $11.00 $1,265,000 $384
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THIS REGISTRATION STATEMENT SHALL HEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED,
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule
462(b) and General Instruction V of Form S-1. Incorporated by reference herein
is, in its entirety, the Registration Statement on Form S-1 (File No. 333-23189)
of ProBusiness Services, Inc., which was declared effective by the Securities
and Exchange Commission on September 18, 1997.
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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 Pleasanton,
State of California, on this 18 day of September, 1997.
PROBUSINESS SERVICES, INC.
By: /s/ Thomas H. Sinton
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Thomas H. Sinton
President and Chief Executive Officer
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 dates indicated:
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ Thomas H. Sinton President, Chief Executive September 18, 1997
- ------------------------------------ Officer and Director (Principal
Thomas H. Sinton Executive Officer)
* Senior Vice President, Finance, September 18, 1997
- ------------------------------------ Chief Financial Officer and
Steven E. Klei Secretary (Principal Financial
and Accounting Officer)
* Director September 18, 1997
- ------------------------------------
William T. Clifford
* Director September 18, 1997
- ------------------------------------
David C. Hodgson
* Director September 18, 1997
- ------------------------------------
Ronald W. Readmond
* Director September 18, 1997
- ------------------------------------
Thomas P. Roddy
*By: /s/ Thomas H. Sinton
- ------------------------------------
Thomas H. Sinton
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EXHIBIT INDEX
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF DOCUMENT PAGE
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C...............................
23.1 Consent of Ernst & Young LLP, Independent Auditors.............................
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1)....
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EXHIBIT 5.1
SEPTEMBER 18, 1997
PROBUSINESS SERVICES, INC.
5934 Gibraltar Drive
Pleasanton, CA 94588
RE: REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 filed by you
with the Securities and Exchange Commission on March 12, 1997 (Registration No.
333-23189), as amended (the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended, of up to 2,500,000
shares of your Common Stock, $0.001 par value per share (the "Shares"). The
Shares include an over-allotment option granted to the underwriters of the
offering to purchase up to 375,000 shares. We understand that the Shares are to
be sold to the underwriters of the offering for resale to the public as
described in the Registration Statement. As your legal counsel, we have
examined the proceedings taken, and are familiar with the proceedings proposed
to be taken, by you in connection with the sale and issuance of the Shares to
be sold by you.
It is our opinion that upon completion of the proceedings being
taken or contemplated by us, as your counsel, to be taken prior to the issuance
of the Shares, including the proceedings being taken in order to permit such
transaction to be carried out in accordance with applicable state securities
laws, the Shares, when issued and sold in the manner described in the
Registration Statement, will be legally issued, fully paid and non-assessable.
We are members of the Bar of the State of California only and express
no opinion as to any matter relating to the laws of any jurisdiction other than
the laws of the State of California and the federal laws of the United States.
Without limiting the foregoing, we express no opinion as to the securities laws
of the State of Delaware.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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EXHIBIT 23.1
CONSENT AND REPORT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
We consent to the reference of our firm under the captions "Selected Financial
Data" and "Experts" and to use of our reports with respect to the consolidated
financial statements of ProBusiness Services, Inc., dated August 1, 1997, except
for Note 11, as to which the date is August 11, 1997, Dimension Solutions, Inc.,
dated November 20, 1996 and BeneSphere Administrators, Inc., dated December 20,
1996 in the Registration Statement (Form S-1) and related Prospectus of
ProBusiness, Inc. for the registration of 2,875,000 shares of its common stock.
Our audits also include the financial statement schedule of ProBusiness
Services, Inc. listed in Item 16(a). This schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
/s/ ERNST & YOUNG LLP
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Walnut Creek, California
September 18, 1997
