-----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, VzyW0uiHs3Ow9oeq99EVIe6MIi4E3VxWhRp3q7j9gDBjriuoELzjBenDcN6x3ly9 RWlfMErU6eFhI5qjqrtWUw== 0000891618-97-003682.txt : 20030213 0000891618-97-003682.hdr.sgml : 20030213 19970904153353 ACCESSION NUMBER: 0000891618-97-003682 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970904 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROBUSINESS SERVICES INC CENTRAL INDEX KEY: 0001028751 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-22227 FILM NUMBER: 97675351 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-A12B 1 FORM 8-A 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) (I.R.S. Employer Identification No.) 5934 Gibraltar Drive, Pleasanton, CA 94588 - ---------------------------------------- ------------------------------------ (Address of principal executive offices) (ZIP Code)
If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which to be so registered each class is to be registered None ........................................................ ........................................................... ........................................................ ...........................................................
Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share - ------------------------------------------------------------------------------- (Title of class) - ------------------------------------------------------------------------------- (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 August 14, 1997, included as part of the Registrant's Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-23189). ITEM 2. EXHIBITS The following exhibits are filed as part of this registration statement: 1.1(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 of Registrant. 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.
- --------------------------- (1) Incorporated by reference to the corresponding exhibit to the Registrant's Registration Statement on Form S-1 (File No. 333-23189) filed on March 12, 1997, as amended by Amendment No. 1 filed on June 24, 1997, as amended by Amendment No. 2 filed on August 14, 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: September 3, 1997 ProBusiness Services, Inc. By: /s/ Thomas H. Sinton --------------------------------- Thomas H. Sinton President and Chief Executive Officer -4- -----END PRIVACY-ENHANCED MESSAGE-----