As filed with the Securities and Exchange Commission on June 27, 2019
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
WageWorks, Inc.
(Exact
name of Registrant as specified in its charter)
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Delaware
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94-3351864
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1100 Park Place, 4th Floor
San Mateo, California 94403
(Address of principal executive offices, including zip code)
WageWorks, Inc. Amended and Restated 2010 Equity Incentive Plan
WageWorks, Inc. 2012 Employee Stock Purchase Plan
(Full title of the plan)
John G. Saia,
Esq.
Senior Vice President, General Counsel and Corporate Secretary
WageWorks, Inc.
1100
Park Place, 4th Floor
San Mateo, California 94403
(650)
577-5200
(Name, address and telephone number, including area code of agent for service)
Copy to:
Mark B.
Baudler, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo
Alto, CA 94304
(650)
493-9300
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Act ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
Per
Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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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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3,000,000 (2)
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$51.23 (4)
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$153,690,000.00
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$18,627.23
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To be issued under the 2012 Employee Stock Purchase
Plan
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796,242 (3)
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$43.55 (5)
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$34,676,339.10
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$4,202.77
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TOTAL:
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3,796,242
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$188,366,339.10
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$22,830.00
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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 Registrants 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 Registrants 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 automatic increases to the number of
shares reserved for issuance under the 2010 Plan on January 1, 2018 and 2019, which annual increases are provided for in the 2010 Plan.
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(3)
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Reflects automatic increases to the number of shares reserved for issuance under the 2012 ESPP on
January 1, 2018 and 2019, which annual increases are 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 $51.23, the average of the high and low prices of the Registrants common stock as reported on the New York Stock Exchange on June 21, 2019.
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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 $51.23, the average of the high and low prices of the Registrants common stock as reported on the New York Stock Exchange on June 21, 2019. 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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