8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

March 25, 2003

Date of Report (Date of Earliest Event Reported)

PROBUSINESS SERVICES, INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-22227	94-2976066
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

4125 Hopyard Road
Pleasanton, CA 94588

(Address of principal executive offices)

(925) 737-3500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Item 5. Other Events

     On March 25, 2003, ProBusiness Services, Inc. announced that at its special meeting stockholders approved the merger of ProBusiness with a wholly owned subsidiary of Automatic Data Processing, Inc..

     A press release regarding the results of the stockholder vote at the reconvened special meeting is filed as an exhibit to this report.

Item 7. Financial Statements and Exhibits.

     (c)  Exhibits.

     99.1 Press Release dated March 25, 2003.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 25, 2003	PROBUSINESS SERVICES, INC.
	By:	/s/ Thomas H. Sinton
		Thomas H. Sinton Chairman of the Board, President and Chief Executive Officer

-2-

INDEX TO EXHIBITS

Index
Number	Description of Document
99.1	Press release dated March 25, 2003.

-3- EX-99.1 3 f88775exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 [PROBUSINESS LOGO] 4125 Hopyard Road Pleasanton, CA 94588 (925) 737-3500 FOR IMMEDIATE RELEASE Investor Contact: Steven Klei Executive Vice President, Finance Chief Financial Officer (925) 737-3110 PROBUSINESS STOCKHOLDERS APPROVE MERGER WITH ADP PLEASANTON, Calif -- March 25, 2003 -- ProBusiness Services, Inc. (Nasdaq:PRBZ), announced that at its special meeting held today, its stockholders approved the merger of ProBusiness with a wholly owned subsidiary of Automatic Data Processing, Inc. (NYSE: ADP). Approximately 70% of the total outstanding shares, or over 95% of the votes cast at the special meeting, were voted in favor of the merger. On January 6, 2003, ProBusiness and ADP announced that they had entered into a merger agreement providing for the acquisition of ProBusiness by ADP for $17.00 per common share in cash. The transaction is subject to customary closing conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. As announced on February 14, 2003, the Department of Justice, Antitrust Division (DOJ) requested additional information and documentary material in connection with its review of the proposed merger. The DOJ request resulted in an extension of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. ProBusiness and ADP are responding to the DOJ request. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    Exhibit 99.1
[PROBUSINESS LOGO]


                                                        4125 Hopyard Road
                                                        Pleasanton, CA 94588
                                                        (925) 737-3500
FOR IMMEDIATE RELEASE

Investor Contact:
Steven Klei
Executive Vice President, Finance
Chief Financial Officer
(925) 737-3110

                PROBUSINESS STOCKHOLDERS APPROVE MERGER WITH ADP

PLEASANTON, Calif -- March 25, 2003 -- ProBusiness Services, Inc.
(Nasdaq:PRBZ), announced that at its special meeting held today, its
stockholders approved the merger of ProBusiness with a wholly owned subsidiary
of Automatic Data Processing, Inc. (NYSE: ADP). Approximately 70% of the total
outstanding shares, or over 95% of the votes cast at the special meeting, were
voted in favor of the merger.

On January 6, 2003, ProBusiness and ADP announced that they had entered into a
merger agreement providing for the acquisition of ProBusiness by ADP for $17.00
per common share in cash. The transaction is subject to customary closing
conditions, including expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. As announced on February
14, 2003, the Department of Justice, Antitrust Division (DOJ) requested
additional information and documentary material in connection with its review of
the proposed merger. The DOJ request resulted in an extension of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
ProBusiness and ADP are responding to the DOJ request.