-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OCK5SbeOKUjFMqbIZ/5g+sSYWYABjZ1dXs3/fQE18qlFCYhaXbf+jOJJZ6Mxin5T KDwTEOD3j5EbYdUKRjcGdw== 0000891618-97-001151.txt : 19970313 0000891618-97-001151.hdr.sgml : 19970313 ACCESSION NUMBER: 0000891618-97-001151 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970312 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROBUSINESS SERVICES INC CENTRAL INDEX KEY: 0001028751 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-22227 FILM NUMBER: 97555513 BUSINESS ADDRESS: STREET 1: 5934 GIBRALTAR CITY: PLEASANTON STATE: CA ZIP: 94566 BUSINESS PHONE: 5107349990 MAIL ADDRESS: STREET 1: 5934 GIBRALTAR CITY: PLEASANTON STATE: CA ZIP: 94566 8-A12G 1 FORM 8-A PURSUANT TO SECTION 12(G) 1 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) 2 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. -2- 3 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. - --------------------------- * 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. -3- 4 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 -4- 5 Index to Exhibits
Page No. ------------------------- 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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Page No. ------------------------- 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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