-----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, Fod25zzAMOrY1jwyxo8WfRZrbIPutiSKSG2YsBW5Z5YfxwYCdWbgit1xqqweVqnQ lP5j77kw952ywkhIRo2bZA== 0000950142-03-001071.txt : 20030623 0000950142-03-001071.hdr.sgml : 20030623 20030623164933 ACCESSION NUMBER: 0000950142-03-001071 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030623 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROBUSINESS SERVICES INC CENTRAL INDEX KEY: 0001028751 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 942976066 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22227 FILM NUMBER: 03753628 BUSINESS ADDRESS: STREET 1: 4125 HOPYARD RD CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 9257373500 MAIL ADDRESS: STREET 1: 4125 HOPYARD RD CITY: PLEASANTON STATE: CA ZIP: 94588 8-K 1 form8k_062303.txt CURRENT REPORT ================================================================================ 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 Date of Report (date of earliest event reported): June 20, 2003 PROBUSINESS SERVICES, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-22227 94-2976066 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 4125 HOPYARD ROAD PLEASANTON, CALIFORNIA 94588 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (925) 737-3500 NOT APPLICABLE (Former name or former address, if changed since last report) 2 ITEM 1. CHANGES IN CONTROL OF REGISTRANT. On June 20, 2003, Automatic Data Processing, Inc., a Delaware corporation ("ADP"), acquired control of ProBusiness Services, Inc., a Delaware corporation (the "Company"), from the stockholders of the Company. As previously reported by the Company on a Form 8-K filed on January 6, 2003, the Company entered into an Agreement and Plan of Merger, dated January 5, 2003 (the "Merger Agreement"), by and among the Company, ADP and ADP Merger Corp., a Delaware corporation and a wholly-owned subsidiary of ADP ("Merger Sub"). The Merger Agreement provided for the merger of Merger Sub with and into the Company resulting in the Company becoming a wholly-owned subsidiary of ADP. The stockholders of the Company approved the Merger Agreement and the resulting merger at a special meeting of the stockholders on March 25, 2003. Change of control of the Company occurred when the merger became effective on June 20, 2003. The Merger Agreement provides that, at the time the merger became effective, (i) each outstanding share of 6.9% Redeemable Convertible Preferred Stock of the Company was converted into the right to receive $26.50 in cash, (ii) each outstanding share of common stock of the Company (together with the associated participating preferred stock purchase right) (the "Company Common Stock") was converted into the right to receive $17.00 in cash and (iii) each outstanding option to purchase Company Common Stock was converted into the right to receive an amount in cash equal to the excess (if any) of $17.00 over the per share exercise price of the option. The consideration for the merger as described above was financed by ADP from cash on hand. The Merger Agreement and a press release announcing the completion of the merger are filed, respectively, as Exhibits 2.1 and 99.1 to this Form 8-K and both Exhibits are incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits EXHIBIT NUMBER DESCRIPTION - ------------------------------------------------------------------------------- 2.1 Agreement and Plan of Merger, dated as of January 5, 2003, by and among Automatic Data Processing, Inc., ADP Merger Corp. and ProBusiness Services, Inc. (incorporated by reference to Annex A to the registrant's Definitive Proxy Statement on Schedule 14A, filed on February 18, 2003). 99.1 Press Release of Automatic Data Processing, Inc. dated June 20, 2003. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: June 23, 2003 PROBUSINESS SERVICES, INC. By: /s/ Karen E. Dykstra ----------------------------- Name: Karen E. Dykstra Title: Vice President EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------------------------------------------------------------------------------- 2.1 Agreement and Plan of Merger, dated as of January 5, 2003, by and among Automatic Data Processing, Inc., ADP Merger Corp. and ProBusiness Services, Inc. (incorporated by reference to Annex A to the registrant's Definitive Proxy Statement on Schedule 14A, filed on February 18, 2003). 99.1 Press Release of Automatic Data Processing, Inc. dated June 20, 2003 EX-99 3 ex991_form8k062303.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ ADP COMPLETES ITS ACQUISITION OF PROBUSINESS SERVICES, INC. ROSELAND, New Jersey -- June 20, 2003 -- Arthur F. Weinbach, chairman and chief executive officer of Automatic Data Processing, Inc. (NYSE: ADP), announced that ADP closed its acquisition of ProBusiness Services, Inc. (NASDAQ: PRBZ) today for $17.00 per common share, or a total of approximately $500 million, in cash, following the early termination of the Hart-Scott-Rodino waiting period. ProBusiness, located in Pleasanton, California, with revenues of approximately $170 million, is a leading provider of comprehensive payroll and human resource processing solutions to large employers in the United States. ADP, with $7 billion in revenues and over 500,000 clients, is one of the largest independent computing services firms in the world. This release and other written or oral statements made from time to time by ADP may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature and which may be identified by the use of words like "expects," "projects," "anticipates," "estimates", "we believe", "could be" and other words of similar meaning, are forward-looking statements. These statements are based on management's expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include: ADP's success in obtaining, retaining and selling additional services to clients; the pricing of products and services; changes in laws regulating payroll taxes, professional employer organizations and employee benefits; overall market and economic conditions, including interest rate and foreign currency trends; competitive conditions; stock market activity; auto sales and related industry changes; employment and wage levels; changes in technology; availability of skilled technical associates and the impact of new acquisitions and divestitures. ADP disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The information and opinions contained in this release have been furnished and approved by Automatic Data Processing, Inc. We are retained by them as investor relations counsel. CONTACT: Arthur Schmidt & Associates, Inc. Tel: (516) 767-7676 Fax: (516) 767-7177 asa@arthurschmidt.com -----END PRIVACY-ENHANCED MESSAGE-----