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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
Date of Report (date of earliest event reported): June 20, 2003
PROBUSINESS SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-22227 94-2976066
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
4125 HOPYARD ROAD
PLEASANTON, CALIFORNIA 94588
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (925) 737-3500
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On June 20, 2003, Automatic Data Processing, Inc., a Delaware
corporation ("ADP"), acquired control of ProBusiness Services, Inc., a Delaware
corporation (the "Company"), from the stockholders of the Company. As previously
reported by the Company on a Form 8-K filed on January 6, 2003, the Company
entered into an Agreement and Plan of Merger, dated January 5, 2003 (the "Merger
Agreement"), by and among the Company, ADP and ADP Merger Corp., a Delaware
corporation and a wholly-owned subsidiary of ADP ("Merger Sub"). The Merger
Agreement provided for the merger of Merger Sub with and into the Company
resulting in the Company becoming a wholly-owned subsidiary of ADP. The
stockholders of the Company approved the Merger Agreement and the resulting
merger at a special meeting of the stockholders on March 25, 2003. Change of
control of the Company occurred when the merger became effective on June 20,
2003.
The Merger Agreement provides that, at the time the merger became
effective, (i) each outstanding share of 6.9% Redeemable Convertible Preferred
Stock of the Company was converted into the right to receive $26.50 in cash,
(ii) each outstanding share of common stock of the Company (together with the
associated participating preferred stock purchase right) (the "Company Common
Stock") was converted into the right to receive $17.00 in cash and (iii) each
outstanding option to purchase Company Common Stock was converted into the right
to receive an amount in cash equal to the excess (if any) of $17.00 over the per
share exercise price of the option. The consideration for the merger as
described above was financed by ADP from cash on hand.
The Merger Agreement and a press release announcing the completion of
the merger are filed, respectively, as Exhibits 2.1 and 99.1 to this Form 8-K
and both Exhibits are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of January
5, 2003, by and among Automatic Data Processing,
Inc., ADP Merger Corp. and ProBusiness Services,
Inc. (incorporated by reference to Annex A to the
registrant's Definitive Proxy Statement on
Schedule 14A, filed on February 18, 2003).
99.1 Press Release of Automatic Data Processing, Inc.
dated June 20, 2003.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: June 23, 2003
PROBUSINESS SERVICES, INC.
By: /s/ Karen E. Dykstra
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Name: Karen E. Dykstra
Title: Vice President
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of January
5, 2003, by and among Automatic Data Processing,
Inc., ADP Merger Corp. and ProBusiness Services,
Inc. (incorporated by reference to Annex A to the
registrant's Definitive Proxy Statement on
Schedule 14A, filed on February 18, 2003).
99.1 Press Release of Automatic Data Processing, Inc.
dated June 20, 2003