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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ProBusiness Services, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 94-2976066
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(State of Incorporation) (I.R.S. Employer Identification No.)
5934 Gibraltar Drive, Pleasanton, CA 94588
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(Address of principal executive offices) (ZIP Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
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(Title of class)
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Incorporated by reference to "Description of Capital Stock" contained
in the Preliminary Prospectus, dated August 14, 1997, included as part
of the Registrant's Amendment No. 2 to the Registration Statement on
Form S-1 (File No. 333-23189).
ITEM 2. EXHIBITS
The following exhibits are filed as part of this registration
statement:
1.1(1) Specimen Common Stock Certificate of Registrant.
2.1(1) Amended and Restated Certificate of Incorporation.
2.2(1) Form of Amended and Restated Certificate of Incorporation, to be effective
upon the completion of the offering.
2.3(1) Bylaws of Registrant.
2.4(1) Amended and Restated Registration Rights Agreement dated March 12, 1997
between Registrant, General Atlantic Partners 39, L.P., GAP
Coinvestment Partners, L.P. and certain stockholders of Registrant.
2.5(1) Warrant to Purchase Stock, dated January 13, 1995, between Registrant and
Silicon Valley Bank and related Antidilution and Registration Rights
Agreements.
2.6(a)(1) Warrant to Purchase Stock, dated April 30, 1996, between Registrant and
Coast Business Credit and related Antidilution and Registration Rights
Agreement.
2.6(b)(1) Warrant to Purchase Stock, dated October 25, 1996, between Registrant and
Coast Business Credit and related Antidilution and Registration Rights
Agreement.
2.7(1) Warrant to Purchase Series E Preferred Stock, dated July
31, 1996, between Registrant and LINC Capital Management.
2.8(a)(1) Warrant Purchase Agreement, dated November 14, 1996, between
Registrant and certain purchasers.
2.8(b)(1) Warrant to Purchase Series E Preferred Stock, dated November 14, 1996,
between Registrant and T.J. Bristow and Elizabeth S. Bristow.
2.8(c)(1) Warrant to Purchase Series E Preferred Stock, dated
November 14, 1996, between Registrant and SDK
Incorporated.
2.8(d)(1) Warrant to Purchase Series E Preferred Stock, dated November 14, 1996,
between Registrant and Laurence Shushan and Magdalena Shushan.
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2.9(a)(1) Warrant to Purchase Common Stock, dated January 7, 1997, between
Registrant and Louis R. Baransky.
2.9(b)(1) Warrant to Purchase Common Stock, dated January 7, 1997, between
Registrant and Ben W. Reppond.
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(1) Incorporated by reference to the corresponding exhibit to the
Registrant's Registration Statement on Form S-1 (File No. 333-23189)
filed on March 12, 1997, as amended by Amendment No. 1 filed on June
24, 1997, as amended by Amendment No. 2 filed on August 14, 1997.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: September 3, 1997
ProBusiness Services, Inc.
By: /s/ Thomas H. Sinton
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Thomas H. Sinton
President and Chief Executive Officer
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