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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ProBusiness Services, Inc.
(Exact name of registrant as specified in its charter)
Delaware 94-2976066
(State of incorporation or organization) (I.R.S. Employer Identification No.)
5934 Gibraltar Drive, Pleasanton, CA 94588
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.001
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Incorporated by reference to "Description of Capital Stock"
contained in the Preliminary Prospectus dated March 12,
1997,included as part of the Registrant's Registration
Statement on Form S-1 (File No. 333------).
ITEM 2. EXHIBITS
The following exhibits are filed as part of this registration
statement:
* 1. Specimen Common Stock Certificate of Registrant.
2.1(1) Amended and Restated Certificate of Incorporation.
2.2(1) Form of Amended and Restated Certificate of
Incorporation, to be effective upon the completion of
the offering.
2.3(1) Bylaws.
2.4(1) Amended and Restated Registration Rights Agreement,
dated March 12, 1997, between Registrant, General
Atlantic Partners 39, L.P., GAP Coinvestment Partners,
L.P. and certain stockholders of Registrant.
2.5(1) Warrant to Purchase Stock, dated January 13, 1995,
between Registrant and Silicon Valley Bank and related
Antidilution and Registration Rights Agreements.
2.6(a)(1) Warrant to Purchase Stock, dated April 30, 1996, between
Registrant and Coast Business Credit and related
Antidilution and Registration Rights Agreement.
2.6(b)(1) Warrant to Purchase Stock, dated October 25, 1996,
between Registrant and Coast Business Credit and related
Antidilution and Registration Rights Agreement.
2.7(1) Warrant to Purchase Series E Preferred Stock, dated July
31, 1996, between Registrant and LINC Capital Management.
2.8(a)(1) Warrant Purchase Agreement, dated November 14, 1996,
between Registrant and certain purchasers.
2.8(b)(1) Warrant to Purchase Series E Preferred Stock, dated
November 14, 1996, between Registrant and T.J. Bristow
and Elizabeth S. Bristow.
2.8(c)(1) Warrant to Purchase Series E Preferred Stock, dated
November 14, 1996, between Registrant and SDK
Incorporated.
2.8(d)(1) Warrant to Purchase Series E Preferred Stock, dated
November 14, 1996, between Registrant and Laurence
Shushan and Magdalena Shushan.
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2.9(a)(1) Warrant to Purchase Common Stock, dated January 7, 1997,
between Registrant and Louis R. Baransky.
2.9(b)(1) Warrant to Purchase Common Stock, dated January 7, 1997,
between Registrant and Ben W. Reppond.
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* To be filed by amendment.
(1) Incorporated by reference to the exhibits to the Registrant's
Registration Statement on Form S-1 (File No. 333-_____) filed on
March 12, 1997.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: March 12, 1997
ProBusiness Services, Inc.
By: Thomas H. Sinton
-----------------------------
Thomas H. Sinton
President and Chief
Executive Officer
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Index to Exhibits
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1. Specimen Common Stock Certificate of Registrant......................... To be filed by amendment
2.1 Amended and Restated Certificate of Incorporation....................... Incorporated by Reference
2.2 Form of Amended and Restated Certificate of
Incorporation, to be effective upon the completion of the
offering................................................................ Incorporated by Reference
2.3 Bylaws.................................................................. Incorporated by Reference
2.4 Amended and Restated Registration Rights Agreement dated March 12, 1997
between Registrant, General Atlantic Partners 39, L.P., GAP Coinvestment
Partners, L.P. and certain stockholders of Registrant................... Incorporated by Reference
2.5 Warrant to Purchase Stock, dated January 13, 1995,
between Registrant and Silicon Valley Bank and related
Antidilution and Registration Rights Agreements......................... Incorporated by Reference
2.6(a) Warrant to Purchase Stock, dated April 30, 1996, between
Registrant and Coast Business Credit and related
Antidilution and Registration Rights Agreement.......................... Incorporated by Reference
2.6(b) Warrant to Purchase Stock, dated October 25, 1996,
between Registrant and Coast Business Credit and related
Antidilution and Registration Rights Agreement.......................... Incorporated by Reference
2.7 Warrant to Purchase Series E Preferred Stock, dated
July 31, 1996, between Registrant and LINC Capital
Management.............................................................. Incorporated by Reference
2.8(a) Warrant Purchase Agreement, dated November 14, 1996,
between Registrant and certain purchasers............................... Incorporated by Reference
2.8(b) Warrant to Purchase Series E Preferred Stock, dated
November 14, 1996, between Registrant and T.J. Bristow
and Elizabeth S. Bristow................................................ Incorporated by Reference
2.8(c) Warrant to Purchase Series E Preferred Stock, dated
November 14, 1996, between Registrant and SDK
Incorporated............................................................ Incorporated by Reference
2.8(d) Warrant to Purchase Series E Preferred Stock, dated
November 14, 1996, between Registrant and Laurence
Shushan and Magdalena Shushan........................................... Incorporated by Reference
2.9(a) Warrant to Purchase Common Stock, dated January 7, 1997, between
Registrant and Louis R. Baransky........................................ Incorporated by Reference
2.9(b) Warrant to Purchase Common Stock, dated January 7, 1997, between
Registrant and Ben W. Reppond........................................... Incorporated by Reference
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2.9(a) Warrant to Purchase Common Stock, dated January 7,
1997, between Registrant and Louis R. Baransky.......................... Incorporated by Reference
2.9(b) Warrant to Purchase Common Stock, dated January 7,
1997, between Registrant and Ben W. Reppond............................. Incorporated by Reference
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