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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 1998
PROBUSINESS SERVICES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 001-13325-89 94-2976066
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
4125 HOPYARD ROAD
PLEASANTON, CA 94588
(Address of principal executive offices)
(925) 737-3500
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
Registrant is filing this Form 8-K solely for the purpose of disclosing
the effect of adoption of Financial Accounting Standards Board Statement No.
128, "Earnings per Share" (FAS 128) and Securities and Exchange Commission
Staff Accounting Bulletin No. 98 (SAB 98) relating to "Earnings per Share".
Restatement of selected data previously reported by the Company as it
relates to the adoption of FAS 128 is attached hereto as EXHIBIT 99.1.
ITEM 7. EXHIBITS
Exhibit Number Exhibit Description
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99.1 99.1 Restatement of selected data as it relates to
the adoption of FAS 128, "Earnings per Share".
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 thereunto duly authorized.
Dated: August 5, 1998
PROBUSINESS SERVICES, INC.
(Registrant)
/s/ Thomas H. Sinton
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President and Chief Executive Officer
/s/ Steven E. Klei
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Senior Vice President, Finance and
Chief Financial Officer
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EXHIBIT 99.1
In February 1997, the Financial Accounting Standards Board issued
Statement No.128, "Earnings Per Share" ("FAS 128"), which is required to be
adopted for the period ended December 31, 1997. Statement 128 replaced the
calculation of primary and fully diluted net income (loss) per share with
basic and diluted net income (loss) per share. Unlike primary net income
(loss) per share, basic net income (loss) per share excludes any dilutive
effects of options, warrants and convertible securities. Diluted net income
(loss) per share is very similar to the previously reported fully diluted net
income (loss) per share.
In February 1998, Staff Accounting Bulletin No. 98 ("SAB 98") was issued
and amends the existing Securities and Exchange Commission ("SEC") staff
guidance primarily to give effect to FAS 128. Under SAB 98, certain shares
of convertible preferred stock, options and warrants to purchase shares of
common stock, issued at prices below the per share price of shares sold in
the Company's initial public offering in September 1997 and previously
included in the computation of shares outstanding pursuant to Staff
Accounting Bulletins Nos. 55, 64 and 83 are now excluded from the computation.
On July 23, 1998, the Board of Directors approved a three-for-two split
of its $.001 par value common stock in the form of a 50 percent distribution
to stockholders of record as of July 31, 1998. As a result of the stock
split, authorized and outstanding common shares increased 50 percent and
capital in excess of par was reduced by the par value of the additional
common shares issued. The rights of the holders of these securities were not
otherwise modified. All references to number of shares and per share amounts
of the Company's common stock have been restated for the effect of the stock
split.
All net income per share amounts for all periods have been presented,
and where appropriate, restated to conform to the FAS 128 and SAB 98
requirements:
(In thousands, except per share amounts:)
<TABLE>
<CAPTION>
Year ended June 30,
------------------------------------
1995 1996 1997
-------- --------- ---------
<S> <C> <C> <C>
Net loss $ (979) $ (2,386) $ (6,245)
-------- --------- ---------
-------- --------- ---------
Net loss per share as previously reported $ (0.22) $ (0.51) $ (1.29)
-------- --------- ---------
-------- --------- ---------
Shares used in calculating net loss per share
as previously reported 4,529 4,712 4,836
-------- --------- ---------
-------- --------- ---------
Pro forma net loss per share as previously reported $ (0.49)
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Shares used in calculating pro forma net loss per share
as previously reported 12,677
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Restated net loss per share $ (0.13) $ (0.28) $ (0.59)
-------- --------- ---------
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Shares used in calculating restated net loss per share 7,718 8,387 10,533
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</TABLE>
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EXHIBIT 99.1 (CONTINUED):
<TABLE>
<CAPTION>
Three months ended Three months ended
September 30, December 31,
---------------------- -------- --------
1996 1997 1996 1997
-------- ------- -------- --------
<S> <C> <C> <C> <C>
Net loss $(1,279) $(2,877) $(1,695) $(2,044)
-------- ------- -------- --------
-------- ------- -------- --------
Net loss per share as previously reported $ (0.72) $ (0.12)
------- --------
------- --------
Shares used in calculating net loss per share
as previously reported 3,992 16,602
------- --------
------- --------
Pro forma net loss per share as
previously reported $ (0.10) $ (0.23) $ (0.13) $ (0.12)
-------- ------- -------- --------
-------- ------- -------- --------
Shares used in calculating pro forma net loss
per share as previously reported 12,677 12,492 12,677 16,602
-------- ------- -------- --------
-------- ------- -------- --------
Restated net loss per share $ (0.13) $ (0.23) $ (0.17) $ (0.12)
-------- ------- -------- --------
-------- ------- -------- --------
Shares used in calculating restated net
loss per share 9,815 12,492 9,848 16,602
-------- ------- -------- --------
-------- ------- -------- --------
<CAPTION>
Six months ended
December 31,
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1996 1997
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<S> <C> <C>
Net loss $(2,974) $(4,921)
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Net loss per share as previously reported $(0.48)
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-------
Shares used in calculating net loss per share
as previously reported 10,298
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Pro forma net loss per share as
previously reported $ (0.23) $ (0.34)
-------- -------
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Shares used in calculating pro forma net loss
per share as previously reported 12,677 14,547
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Restated net loss per share $ (0.30) $ (0.34)
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Shares used in calculating restated net
loss per share 9,831 14,547
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</TABLE>
