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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
JANUARY 7, 2002
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DATE OF REPORT
PROBUSINESS SERVICES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-22227 94-2976066
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(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NUMBER)
4125 HOPYARD ROAD
PLEASANTON, CA 94588
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(925) 737-3500
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
On December 20, 2001, ProBusiness Services, Inc. (the "Company")
announced a private placement of shares of common stock to existing investors,
to be completed in two closings. In the first closing which took place on
December 20, 2001, the Company sold 2,400,000 shares of the Company's common
stock at a price of $15.00 per share. In the second closing, entities affiliated
with General Atlantic Partners, LLC have committed to purchase, subject to
receipt of regulatory clearance from The Nasdaq Stock Market, 1,333,334 shares
of the Company's common stock at $15.00 per share. The second closing is
expected to occur in the first quarter of calendar year 2002, if regulatory
clearance is received. The Company has agreed to file a registration statement
covering the resale of all shares sold in the private placement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Waiver and Amendment to the Amended and Restated Registration
Rights Agreement dated as of December 20, 2001 by and among the
Company, General Atlantic Partners 39, L.P., GAP Coinvestment
Partners L.P., General Atlantic Partners 70, L.P.,GAP
Coinvestment Partners II, L.P., GapStar, LLC, Thomas H. Sinton
and the holders of a majority of the Company's registrable
securities pursuant to the Amended Registration Rights Agreement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 4, 2002 PROBUSINESS SERVICES, INC.
By: /s/ Thomas H. Sinton
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Thomas H. Sinton
Chairman of the Board, President
and Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 Waiver and Amendment to the Amended and Restated Registration
Rights Agreement dated as of December 20, 2001 by and among
the Company, General Atlantic Partners 39, L.P., GAP
Coinvestment Partners L.P., General Atlantic Partners 70,
L.P., GAP Coinvestment Partners II, L.P., GapStar, LLC, Thomas
H. Sinton and the holders of a majority of the Company's
registrable securities pursuant to the Amended Registration
Rights Agreement.