As filed with the Securities and Exchange Commission on March 12, 2013
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
WAGEWORKS, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 8742 | 94-3351864 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
1100 Park Place, 4th Floor
San Mateo, California 94403
(650) 577-5200
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Joseph L. Jackson
Chief Executive Officer
1100 Park Place, 4th Floor
San Mateo, California 94403
(650) 577-5200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| David J. Segre, Esq. Mark B. Baudler, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 (650) 493-9300 |
Kimberly L. Jackson, Esq. Senior Vice President, General Counsel and Secretary 1100 Park Place, 4th Floor San Mateo, California 94403 (650) 577-5200 |
Christopher L. Kaufman, Esq. Tad J. Freese, Esq. Latham & Watkins LLP 140 Scott Drive Menlo Park, CA 94025 (650) 328-4600 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-186980
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): ¨
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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| Title of Each Class of Securities to be Registered | Amount to be Registered(1) |
Proposed Maximum Offering Price per |
Proposed Maximum Offering Price(1)(2) |
Amount of Registration Fee | ||||
| Common Stock $0.001 par value |
900,000 | $24.22 | $21,798,000 | $2,974 | ||||
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| (1) | Includes shares that the underwriters have the option to purchase to cover over-allotments, if any. Represents only the additional number of shares being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-186980). |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based upon the average of the high and low sales prices of the Registrant’s Common Stock as reported by the New York Stock Exchange on March 11, 2013. The Registrant previously registered 5,575,782 shares of its Common Stock at a proposed maximum aggregate offering price of $129,525,416 on a Registration Statement on Form S-1 (File No. 333-186980), which was declared effective by the Securities and Exchange Commission on March 12, 2013. In accordance with Rule 462(b) under the Securities Act, an additional 900,000 shares having a proposed maximum aggregate offering price of $21,798,000 are hereby registered, which includes shares issuable upon the exercise of the underwriters’ over-allotment option. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering of common stock of the Registrant contemplated by the Registration Statement on Form S-1, as amended (File No. 333-186980), originally filed by the Registrant on March 1, 2013 (the “Prior Registration Statement”), and is being filed for the sole purpose of registering additional securities of the same class as were included in the Prior Registration Statement. The contents of the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Mateo, State of California, on the 12th day of March, 2013.
| WAGEWORKS, INC. | ||
| By | /s/ Joseph L. Jackson | |
| Joseph L. Jackson | ||
| Chief Executive Officer and Director | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Joseph L. Jackson Joseph L. Jackson |
Chief Executive Officer and Director (Principal Executive Officer) |
March 12, 2013 | ||
| /s/ Richard T. Green Richard T. Green |
Chief Financial Officer (Principal Financial and Accounting Officer) |
March 12, 2013 | ||
| * Richard M. Berkeley |
Director |
March 12, 2013 | ||
| * Thomas A. Bevilacqua |
Director |
March 12, 2013 | ||
| * Bruce G. Bodaken |
Director |
March 12, 2013 | ||
| * Mariann Byerwalter |
Director |
March 12, 2013 | ||
| * Jerome D. Gramaglia |
Director |
March 12, 2013 | ||
| * John W. Larson |
Director |
March 12, 2013 | ||
| * Edward C. Nafus |
Director |
March 12, 2013 | ||
| *By | /s/ Joseph L. Jackson | |
| Joseph L. Jackson | ||
| Attorney in Fact |
The Power of Attorney granted by each director was filed as an exhibit to the Prior Registration Statement.
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EXHIBIT INDEX
| Exhibit Number |
Description | |
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation | |
| 23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm | |
| 23.2 | Consent of EisnerAmper LLP, Independent Registered Public Accounting Firm | |
| 23.3 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1) | |
| 24.1* | Power of Attorney | |
| * | Incorporated by reference from the Prior Registration Statement. |
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Exhibit 5.1
March 12, 2013
WageWorks, Inc.
1100 Park Place, 4th Floor
San Mateo, California 94403
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
This opinion is furnished to you in connection with the Registration Statement on Form S-1 (the “Registration Statement”) filed by WageWorks, Inc. (the “Company”) with the Securities and Exchange Commission on March 12, 2013 pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the registration under the Securities Act of 900,000 shares of the Company’s common stock, $0.001 par value per share (the “Shares”), all of which (including up to 117,391 shares issuable upon exercise of an over-allotment option granted by certain selling stockholders (the “Selling Stockholders”)) will be sold by the Selling Stockholders. The Shares will be sold pursuant to an underwriting agreement entered into by and among the Company and the underwriters (the “Underwriting Agreement”), substantially in the form filed as an exhibit to the Registration Statement on Form S-1 (File No. 333-186980) (the “Prior Registration Statement”). The Prior Registration Statement is incorporated by reference into the Registration Statement pursuant to Rule 462(b) under the Securities Act. This opinion is in addition to our opinion that was filed as Exhibit 5.1 to the Company’s Amendment No. 1 to the Prior Registration Statement.
We are acting as counsel for the Company in connection with the sale by the Selling Stockholders of the Shares. In such capacity, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with the originals of all documents submitted to us as copies.
We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware (including the statutory provisions and all applicable judicial decisions interpreting those laws) and the federal laws of the United States of America.
On the basis of the foregoing, we are of the opinion that the Shares to be sold by the Selling Stockholders have been duly authorized and are validly issued, fully paid and are nonassessable; provided, however, with respect to those Shares to be sold by certain Selling Stockholders that will be issued upon the exercise of vested options prior to such sale, such Shares will be validly issued, fully paid and nonassessable upon exercise and payment in compliance with the terms of the options pursuant to which such Shares are to be issued prior to the completion of this offering.
We consent to the use of this opinion as an exhibit to the Registration Statement, and we consent to the reference of our name under the caption “Legal Matters” in the prospectus forming part of the Registration Statement.
| Very truly yours, |
| WILSON SONSINI GOODRICH & ROSATI |
| Professional Corporation |
| /s/ Wilson Sonsini Goodrich & Rosati, P.C. |
Exhibit 23.1
REPORT AND CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
WageWorks, Inc.:
We consent to the incorporation by reference in this Registration Statement on Form S-1 filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of our report dated February 25, 2013, with respect to the consolidated balance sheets of WageWorks, Inc. and subsidiaries as of December 31, 2011 and 2012, and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for each of the years in the three-year period ended December 31, 2012, and the related financial statement schedule included herein and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ KPMG LLP
San Francisco, California
March 12, 2013
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the inclusion in this Registration Statement of WageWorks, Inc. on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 to be filed on or about March 12, 2013 of our report dated March 5, 2012, on our audits of the financial statements of TransitCenter, Inc. as of December 31, 2011 and 2010 and for each of the years in the two-year period then ended.
We also consent to the reference to our firm under the caption “Experts” in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933.
/s/ EisnerAmper LLP
March 12, 2013
Edison, New Jersey