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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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 1: NOT APPLICABLE
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 was attached
as an exhibit to ProBusiness' Current Report on Form 8-K, filed with the
Securities and Exchange Commission on May 12, 1999, and is 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 3-6: NOT APPLICABLE
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
(i) The following documents appear as Exhibit 99.1 to this Current Report
on Form 8-K/A and are incorporated herein by reference:
The audited consolidated balance sheets of Clemco, Inc. and
subsidiary as of December 31, 1998 and 1997 and the related
consolidated statements of operations, shareholders' deficit and
cash flows for each of the years in the three-year period ended
December 31, 1998.
(b) Pro forma financial information.
(i) The following documents appear as Exhibit 99.2 to this Current Report
on Form 8-K/A and are incorporated herein by reference:
1. Unaudited Pro Forma Condensed Combining Balance Sheet as of
March 31, 1999;
2. Unaudited Pro Forma Condensed Combining Statements of
Operations for the Nine Months Ended March 31, 1999 and
1998; and
3. Unaudited Pro Forma Condensed Combining Statements of
Operations for the Years Ended June 30, 1998 and 1997;
4. Notes to the Unaudited Pro Forma Condensed Combining
Financial Information
(c) Exhibits.
23.1 Consent of KPMG LLP, Independent Auditors.
99.1 The audited consolidated balance sheets of Clemco, Inc. and
subsidiary as of December 31, 1998 and 1997 and the related
consolidated statements of operations, shareholders' deficit
and cash flows for each of the years in the three-year period
ended December 31, 1998.
99.2 Unaudited Pro Forma Condensed Combining Financial Information.
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: July 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 DESCRIPTION
23.1 Consent of KPMG LLP, Independent Auditors.
99.1 The audited consolidated balance sheets of Clemco, Inc. and
subsidiary as of December 31, 1998 and 1997 and the related
consolidated statements of operations, shareholders' deficit
and cash flows for each of the years in the three-year period
ended December 31, 1998.
99.2 Unaudited Pro Forma Condensed Combining Financial Information.