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WAGE > SEC Filings for WAGE > Form 8-K on 14-Aug-2013All Recent SEC Filings

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Form 8-K for WAGEWORKS, INC.


14-Aug-2013

Entry into a Material Definitive Agreement, Other Events, Financial Statements an


Item 1.01 Entry into a Material Definitive Agreement

On August 13, 2013, WageWorks, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with William Blair & Company, L.L.C., and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters named therein (the "Underwriters"), and persons and entities associated with VantagePoint Capital Partners and certain management stockholders (collectively, the "Selling Stockholders"). Pursuant to the terms of the Underwriting Agreement, the Selling Stockholders agreed to sell, and the Underwriters agreed to purchase, subject to and on the conditions set forth therein, an aggregate of 2,968,276 shares of the Company's common stock. The Selling Stockholders have also granted the Underwriters a 30-day option to purchase up to an additional 445,241 shares of the Company's common stock to cover over-allotments. The Company will not receive any proceeds from the sale of shares by the Selling Stockholders.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, the Selling Stockholders and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

The offering is being made pursuant to the Company's effective shelf registration statement (the "Registration Statement") on Form S-3 (Registration No. 333-190567), including the prospectus dated August 12, 2013 contained therein, and the prospectus supplement dated August 13, 2013.

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. The above description is qualified in its entirety by reference to such exhibit.

The Company is filing the opinion of its counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, as Exhibit 5.1 hereto, regarding the legality of the shares of common stock covered by the Underwriting Agreement.



Item 8.01 Other Events

On August 13, 2013, the Company issued a press release announcing that it had priced the public offering described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit
  No.                                     Description

 1.1         Underwriting Agreement, dated as of August 13, 2013, by and among
             WageWorks, Inc., the Selling Stockholders, William Blair & Company,
             L.L.C. and Stifel, Nicolaus & Company, Incorporated

 5.1         Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation

23.1         Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
             (included in Exhibit 5.1)

99.1         Press Release issued by WageWorks, Inc. on August 13, 2013


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