8-A12G/A

FORM 8-A/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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	(IRS Employer I.D. No.)

4125 Hopyard Rd., Pleasanton, CA 94588
(Address of principal executive offices)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  o

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  x

Securities Act registration statement file number to which this form relates (if applicable): Not applicable.

Securities to be registered pursuant to Section 12(b) of the Act:

None
(Title of Class)

     Securities to be registered pursuant to Section 12(g) of the Act:

Preferred Stock Purchase Rights

(Title of Class)

TABLE OF CONTENTS

	ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
	ITEM 2. EXHIBITS
SIGNATURE
EXHIBIT INDEX
EXHIBIT 4.2

     This Amendment No. 2 on Form 8-A/A amends and supplements Item 1 and Item 2 of Amendment No. 1 on Form 8-A/A (the “Registration Statement”) filed by ProBusiness Services, Inc., a Delaware corporation (“ProBusiness”), with the Securities and Exchange Commission (the “Commission”) on January 8, 2002 (File No. 000-22227), which was filed in connection with ProBusiness’ adoption of an Amended and Restated Preferred Stock Rights Agreement, dated as of December 19, 2001 (the “Amended and Restated Rights Plan”). Except as amended hereby, there are no other changes to the Registration Statement.

ITEM 1.     DESCRIPTION OF SECURITIES TO BE REGISTERED.

     Item 1 of the Registration Statement is hereby amended to add the following paragraphs at the end thereof:

     Pursuant to the Amendment to the Amended and Restated Preferred Stock Rights Agreement, dated as of January 5, 2003 (the “Amendment”), ProBusiness amended the Amended and Restated Rights Plan to provide that (i) Automatic Data Processing, Inc. (“ADP”) or any person or entity affiliated therewith and ADP Merger Corp. (“Merger Sub”) would not be deemed an “Acquiring Person”, as such term is defined in the Amended and Restated Rights Plan and none of the “Distribution Date”, “Shares Acquisition Date”, “Section 13 Event” or “Triggering Event”, as each such term is defined in the Amended and Restated Rights Plan, would be deemed to occur, in each such case, by the approval, execution, delivery or performance of the Agreement and Plan of Merger, dated as of January 5, 2003, among ProBusiness, ADP and Merger Sub (the “Merger Agreement”), the announcement or consummation of the Merger (as defined in the Merger Agreement) or the other transactions contemplated by the Merger Agreement, including the approval, execution, delivery or performance of the Stockholder Support Agreements, each dated as of January 5, 2002, among ADP and certain stockholders of ProBusiness, and (ii) all outstanding rights under the Amended and Restated Rights Plan will terminate immediately prior to the effective time of the Merger.

     The Amendment is attached hereto as Exhibit 4.2 and is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by such Exhibit.

ITEM 2.	EXHIBITS
	4.2	Amendment to Amended and Restated Preferred Stock Rights Agreement, dated as of January 5, 2002, between ProBusiness Services, Inc. and Wells Fargo Bank, MN N.A.

-2-

SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, ProBusiness has duly caused this Amendment No. 2 on Form 8-A/A to be signed on its behalf by the undersigned, thereto duly authorized.

Date: January 6, 2003	ProBusiness Services, Inc.
	By:	/s/ Thomas H. Sinton Thomas H. Sinton Chairman of the Board, President and Chief Executive Officer

EXHIBIT INDEX

EXHIBITS
4.2	Amendment to Amended and Restated Preferred Stock Rights Agreement, dated as of January 5, 2003, between ProBusiness Services, Inc. and Wells Fargo Bank, MN N.A.,

EX-4.2 3 f86845exv4w2.txt EXHIBIT 4.2 Exhibit 4.2 AMENDMENT TO AMENDED AND RESTATED PREFERRED STOCK RIGHTS AGREEMENT This amendment (the "AMENDMENT"), dated as of January 5, 2003, to the Amended and Restated Preferred Stock Rights Agreement (the "RIGHTS AGREEMENT"), dated as of December 19, 2001, between ProBusiness Services, Inc., a Delaware corporation (the "COMPANY"), and Wells Fargo Bank, MN N.A., is being executed at the direction of the Company. WHEREAS, the Company, Automatic Data Processing, Inc., a Delaware corporation ("PARENT"), and ADP Merger Corp., a Delaware corporation and indirect wholly owned subsidiary of Parent ("MERGER SUB"), intend to enter into an Agreement and Plan of Merger pursuant to which, among other things, Merger Sub will merge with and into the Company and each remaining share of capital stock of the Company will be converted into the right to receive cash, upon the terms and subject to the conditions of the Merger Agreement; WHEREAS, on January 5, 2003, the Board of Directors of the Company resolved to amend the Rights Agreement to render the Rights inapplicable to the Merger Agreement (as defined below), the Merger (as defined below) and the other transactions contemplated by the Merger Agreement; and WHEREAS, Section 27 of the Rights Agreement permits the Company from time to time to supplement and amend the Rights Agreement. NOW, THEREFORE, in consideration of the foregoing and the agreements, provisions and covenants herein contained, the parties agree as follows: 1. Section 1(q) of the Rights Agreement is hereby amended to read in its entirety as follows: "EXPIRATION DATE" shall mean the earliest to occur of: (i) the Close of Business on the Final Expiration Date, (ii) the Redemption Date, (iii) the time at which the Board of Directors orders the exchange of the Rights as provided in Section 24 hereof, or (iv) upon the Effective Time (as such term in defined in the Agreement and Plan of Merger, dated as of January 5, 2003, including any amendment or supplement thereto (the "MERGER AGREEMENT") by and among the Company, Automatic Data Processing, Inc., a Delaware corporation ("PARENT"), and ADP Merger Corp., a Delaware corporation and indirect wholly owned subsidiary of Parent). 2. Section 1 of the Rights Agreement is hereby amended by adding the following new paragraph at the end of Section 1: "Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, neither Parent nor any of its Affiliates or Associates shall be deemed an Acquiring Person and none of the Distribution Date, Shares Acquisition Date, Section 13 Event or Triggering Event shall be deemed to occur, in each such case, by the approval, execution, delivery or performance of the Merger Agreement among Parent, ADP Merger Corp., an indirect wholly owned subsidiary of Parent, and the Company, the announcement or consummation of the Merger (as defined in the Merger Agreement) or the other transactions specifically contemplated by the Merger Agreement, including the approval, execution, delivery or performance of the Stockholder Agreements (as defined in the Merger Agreement), between Parent and certain stockholders of the Company. No such event shall entitle or permit the holders of the Rights to exercise the Rights or otherwise affect the rights of the holders of Rights, including giving the holders of the Rights the right to acquire securities of any party to the Merger Agreement." 5. The Rights Agreement shall not otherwise be supplemented or amended by virtue of this Amendment, but shall remain in full force and effect. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same amendment and each of which shall be deemed an original. 6. This Amendment shall be deemed a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. [SIGNATURE PAGE TO FOLLOW] 2. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the day and year first above written. PROBUSINESS SERVICES, INC. WELLS FARGO BANK, MN N.A. as Rights Agent By: /s/ Thomas H. Sinton By: /s/ John Baker ----------------------------- --------------------------- Name: Thomas H. Sinton Name: John Baker Title: President and Chief Title: Assistant Vice Executive Officer President -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.2

                                                                Exhibit 4.2

                                 AMENDMENT TO

              AMENDED AND RESTATED PREFERRED STOCK RIGHTS AGREEMENT

         This amendment (the "AMENDMENT"), dated as of January 5, 2003, to the
Amended and Restated Preferred Stock Rights Agreement (the "RIGHTS AGREEMENT"),
dated as of December 19, 2001, between ProBusiness Services, Inc., a Delaware
corporation (the "COMPANY"), and Wells Fargo Bank, MN N.A., is being executed at
the direction of the Company.

         WHEREAS, the Company, Automatic Data Processing, Inc., a Delaware
corporation ("PARENT"), and ADP Merger Corp., a Delaware corporation and
indirect wholly owned subsidiary of Parent ("MERGER SUB"), intend to enter into
an Agreement and Plan of Merger pursuant to which, among other things, Merger
Sub will merge with and into the Company and each remaining share of capital
stock of the Company will be converted into the right to receive cash, upon the
terms and subject to the conditions of the Merger Agreement;

         WHEREAS, on January 5, 2003, the Board of Directors of the Company
resolved to amend the Rights Agreement to render the Rights inapplicable to the
Merger Agreement (as defined below), the Merger (as defined below) and the other
transactions contemplated by the Merger Agreement; and

         WHEREAS, Section 27 of the Rights Agreement permits the Company from
time to time to supplement and amend the Rights Agreement.

         NOW, THEREFORE, in consideration of the foregoing and the agreements,
provisions and covenants herein contained, the parties agree as follows:

         1. Section 1(q) of the Rights Agreement is hereby amended to read in
its entirety as follows:

         "EXPIRATION DATE" shall mean the earliest to occur of: (i) the Close of
Business on the Final Expiration Date, (ii) the Redemption Date, (iii) the time
at which the Board of Directors orders the exchange of the Rights as provided in
Section 24 hereof, or (iv) upon the Effective Time (as such term in defined in
the Agreement and Plan of Merger, dated as of January 5, 2003, including any
amendment or supplement thereto (the "MERGER AGREEMENT") by and among the
Company, Automatic Data Processing, Inc., a Delaware corporation ("PARENT"), and
ADP Merger Corp., a Delaware corporation and indirect wholly owned subsidiary of
Parent).

         2. Section 1 of the Rights Agreement is hereby amended by adding the
following new paragraph at the end of Section 1:

         "Notwithstanding anything in this Agreement that might otherwise be
deemed to the contrary, neither Parent nor any of its Affiliates or Associates
shall be deemed an Acquiring Person and none of the Distribution Date, Shares
Acquisition Date, Section 13 Event or Triggering Event shall be deemed to occur,
in each such case, by the approval, execution, delivery or performance of the
Merger Agreement among Parent, ADP Merger Corp., an indirect wholly owned
subsidiary of Parent, and the Company, the announcement or consummation of the
Merger (as defined in the Merger

Agreement) or the other transactions specifically contemplated by the Merger
Agreement, including the approval, execution, delivery or performance of the
Stockholder Agreements (as defined in the Merger Agreement), between Parent and
certain stockholders of the Company. No such event shall entitle or permit the
holders of the Rights to exercise the Rights or otherwise affect the rights of
the holders of Rights, including giving the holders of the Rights the right to
acquire securities of any party to the Merger Agreement."

         5. The Rights Agreement shall not otherwise be supplemented or amended
by virtue of this Amendment, but shall remain in full force and effect. This
Amendment may be executed in one or more counterparts, all of which shall be
considered one and the same amendment and each of which shall be deemed an
original.

         6. This Amendment shall be deemed a contract made under the laws of the
State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.

                           [SIGNATURE PAGE TO FOLLOW]

                                       2.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the day and year first above written.

PROBUSINESS SERVICES, INC.                       WELLS FARGO BANK, MN N.A.
                                                 as Rights Agent

By: /s/ Thomas H. Sinton                         By: /s/ John Baker
    -----------------------------                    ---------------------------
Name:  Thomas H. Sinton                          Name:  John Baker
Title: President and Chief                       Title:  Assistant Vice
       Executive Officer                                 President