Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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(do not check if a smaller reporting company)
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Smaller reporting company
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o
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered
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Amount
to be Registered (1) |
Proposed
Maximum Offering Price Per Share |
Proposed
Maximum Aggregate Offering Price |
Amount of
Registration Fee |
Common stock, $0.001 par value per share:
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— To be issued under the Amended and Restated 2010 Equity Incentive Plan
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1,437,439 (2)
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$54.77 (4)
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$78,728,534.03
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$7,927.96
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— To be issued under the 2012 Employee Stock Purchase Plan
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359,359 (3)
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$46.55 (5)
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$16,728,161.45
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$1,684.53
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TOTAL:
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1,796,798
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$95,456,695.48
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$9,612.49
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the Amended and Restated 2010 Equity Incentive Plan (“2010 Plan”) and 2012 Employee Stock Purchase Plan (“2012 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.
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(2)
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Reflects additional shares reserved for issuance under the 2010 Plan under an automatic increase to the number of shares reserved for issuance under the 2010 Plan on January 1, 2016, which annual increase is provided for in the 2010 Plan.
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(3)
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Reflects an automatic increase to the number of shares reserved for issuance under the 2012 ESPP on January 1, 2016, which annual increase is provided for in the 2012 ESPP.
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(4)
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Estimated in accordance with Rule 457(h) solely for purposes of calculating the registration fee on the basis of $54.77, the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on May 19, 2016.
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(5)
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Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of 85% of $54.77, the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on May 19, 2016. Pursuant to the 2012 ESPP, which plan is incorporated by reference herein, the purchase price of the shares of common stock will be 85% of the lower of the fair market value of the common stock on the first trading day of the offering period or on the last day of the offering period.
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•
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The Registrant shall indemnify its directors and officers for serving the registrant in those capacities or for serving other business enterprises at the registrant’s request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful.
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•
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The Registrant may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law.
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•
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The Registrant
is required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that such director or officer shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification.
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•
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The Registrant will not be obligated pursuant to the bylaws to indemnify a person with respect to proceedings initiated by that person, except with respect to proceedings authorized by the Registrant’s board of directors or brought to enforce a right to indemnification.
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•
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The rights conferred in the bylaws are not exclusive, and the Registrant is authorized to enter into indemnification agreements with its directors, officers, employees and agents and to obtain insurance to indemnify such persons.
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•
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The Registrant may not retroactively amend the bylaw provisions to reduce its indemnification obligations to directors, officers, employees and agents.
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Incorporated by Reference
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Exhibit Number
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Description
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Form
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File No.
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Exhibit
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Filing Date
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4.1
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Specimen common stock certificate of Registrant
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S-1
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333-173709
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4.1
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7/19/2011
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4.2
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Amended and Restated 2010 Equity Incentive Plan
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8-K
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001-35232
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10.1
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4/17/2013
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4.3
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Amended Form of Stock Option Agreement under the Amended and Restated 2010 Equity Incentive Plan
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10-K
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001-35232
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10.29
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2/27/2013
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4.4
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Form of Restricted Stock Unit Agreement under the Amended and Restated 2010 Equity Incentive Plan
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10-K
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001-35232
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10.30
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2/27/2013
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4.5
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2000 Stock Option/Stock Issuance Plan
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S-1
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333-173709
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10.4
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4/25/2011
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4.6
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Form of Stock Option Agreement under the 2000 Stock Option/Stock Issuance Plan
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S-1
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333-173709
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10.5
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4/25/2011
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4.7
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2012 Employee Stock Purchase Plan
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10-K
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001-35232
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10.6
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2/27/2013
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4.8
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Form of Subscription Agreement under 2012 Employee Stock Purchase Plan
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S-1
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333-173709
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10.7
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3/07/2012
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5.1
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Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
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23.1
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Consent of KPMG LLP, Independent Registered Public Accounting Firm
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23.2
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Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto)
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24.1
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Power of Attorney (contained on signature page hereto)
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WAGEWORKS, INC.
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By:
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/s/ Joseph L. Jackson
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Joseph L. Jackson
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Chief Executive Officer and Director
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Signature
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Title
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Date
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/s/ Joseph L. Jackson
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Chief Executive Officer and Director
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May 24, 2016
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Joseph L. Jackson
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(Principal Executive Officer)
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/s/ Colm M. Callan
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Chief Financial Officer
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May 24, 2016
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Colm M. Callan
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(Principal Financial and Accounting Officer)
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/s/ Thomas A. Bevilacqua
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Director
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May 24, 2016
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Thomas A. Bevilacqua
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||
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/s/ Bruce G. Bodaken
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Director
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May 24, 2016
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Bruce G. Bodaken
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/s/ Mariann Byerwalter
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Director
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May 24, 2016
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Mariann Byerwalter
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/s/ Jerome D. Gramaglia
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Director
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May 24, 2016
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Jerome D. Gramaglia
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/s/ John W. Larson
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Director
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May 24, 2016
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John W. Larson
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/s/ Edward C. Nafus
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Director
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May 24, 2016
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Edward C. Nafus
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/s/ Robert Metzger
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Director
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May 24, 2016
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Robert Metzger
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Incorporated by Reference
|
||||||
Exhibit Number
|
|
Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
4.1
|
|
Specimen common stock certificate of Registrant
|
|
S-1
|
|
333-173709
|
|
4.1
|
|
7/19/2011
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4.2
|
|
Amended and Restated 2010 Equity Incentive Plan
|
|
8-K
|
|
001-35232
|
|
10.1
|
|
4/17/2013
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4.3
|
|
Amended Form of Stock Option Agreement under the Amended and Restated 2010 Equity Incentive Plan
|
|
10-K
|
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001-35232
|
|
10.29
|
|
2/27/2013
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4.4
|
|
Form of Restricted Stock Unit Agreement under the Amended and Restated 2010 Equity Incentive Plan
|
|
10-K
|
|
001-35232
|
|
10.30
|
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2/27/2013
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4.5
|
|
2000 Stock Option/Stock Issuance Plan
|
|
S-1
|
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333-173709
|
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10.4
|
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4/25/2011
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4.6
|
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Form of Stock Option Agreement under the 2000 Stock Option/Stock Issuance Plan
|
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S-1
|
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333-173709
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10.5
|
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4/25/2011
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4.7
|
|
2012 Employee Stock Purchase Plan
|
|
10-K
|
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001-35232
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10.6
|
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2/27/2013
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4.8
|
|
Form of Subscription Agreement under 2012 Employee Stock Purchase Plan
|
|
S-1
|
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333-173709
|
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10.7
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3/07/2012
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5.1
|
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Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
|
|
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23.1
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Consent of KPMG LLP, Independent Registered Public Accounting Firm
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23.2
|
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Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto)
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24.1
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Power of Attorney (contained on signature page hereto)
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Very truly yours
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WILSON SONSINI GOODRICH & ROSATI P.C.
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/s/ Wilson Sonsini Goodrich & Rosati P.C.
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