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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): April 27,1999
PROBUSINESS SERVICES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 000-22227 94-2976066
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
4125 HOPYARD ROAD
PLEASANTON, CA 94588
(Address of principal executive offices)
(925) 737-3500
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On April 27, 1999, ProBusiness Services, Inc., a Delaware corporation
("ProBusiness"), entered into an Agreement and Plan of Reorganization (the
"Agreement") with certain parties, including Clemco, Inc. ("Conduit
Parent"), a privately-held Georgia corporation and the parent and sole
stockholder of Conduit Software, Inc. ("Conduit"), a privately-held Georgia
corporation and a leading provider of Employee Relationship Management
applications.
Pursuant to the Agreement and as of the date of the Agreement, ProBusiness
issued 1,714,957 shares of its common stock to Conduit Parent's
stockholders in exchange for all of the outstanding capital stock of
Conduit Parent, and all outstanding options and warrants to purchase
Conduit Parent's capital stock were converted into options and warrants to
purchase 82,997 shares of ProBusiness common stock. The consideration
issued by ProBusiness was determined as a result of arm's length
negotiations between senior management of ProBusiness and Conduit.
The foregoing description does not purport to be a complete description of
the terms of the acquisition agreement, a copy of which is attached hereto
as an exhibit and incorporated by reference.
(b) Certain of the assets of Conduit constitute plant, equipment and other
physical property, particularly furniture, fixtures and leasehold
improvements used in the business of Conduit, and ProBusiness intends to
continue such use.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired. It is impracticable at this
time for the Registrants to provide the financial statements of the
acquired business. Such financial statements will be filed by the
Registrant as an amendment to this Form 8-K as soon as practicable, but, in
any event, not later than sixty days after the date hereof.
(b) Pro forma financial information. It is impracticable at this time for the
Registrant to provide the pro forma financial information relative to the
acquired business. Such pro forma financial information will be filed by
the Registrant as amendment to this Form 8-K as soon as practicable, but,
in any event, not later than sixty days after the date hereof.
(c) Exhibits.
EXHIBIT NUMBER
2.1 Agreement and Plan of Reorganization, dated as of April 27, 1999,
among ProBusiness Services, Inc. Runway Acquisition Corp., Clemco,
Inc. and certain other parties
4.1 Waiver and Amendment dated as of April 27, 1999, among ProBusiness
Services, Inc., General Atlantic Partners 39, L.P., GAP
Coinvestment Partners, L.P. and certain stockholders
4.2 Registration Rights Agreement dated as of April 27, 1999, between
ProBusiness Services, Inc. and certain stockholders
99.1 Press Release of ProBusiness Services, Inc. dated April 27, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 12, 1999
PROBUSINESS SERVICES, INC.
(Registrant)
/s/ Thomas H. Sinton
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President and Chief Executive Officer
/s/ Steven E. Klei
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Senior Vice President, Finance and
Chief Financial Officer
EXHIBIT NUMBER DOCUMENT
2.1 Agreement and Plan of Reorganization, dated as of April 27,
1999, among ProBusiness Services, Inc. Runway Acquisition
Corp., Clemco, Inc. and certain other parties
4.1 Waiver and Amendment dated as of April 27, 1999, among
ProBusiness Services, Inc., General Atlantic Partners 39,
L.P., GAP Coinvestment Partners, L.P. and certain
stockholder
4.2 Registration Rights Agreement dated as of April 27, 1999,
between ProBusiness Services, Inc. and certain stockholders
99.1 Press Release of ProBusiness Services, Inc. dated April 27,
1999.