WageWorks, Inc. (NYSE:WAGE) Files An 8-K Other Events

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WageWorks, Inc. (NYSE:WAGE) Files An 8-K Other Events

Item8.01

Other Events.

On June19, 2017, WageWorks, Inc. (the Company) entered into an
underwriting agreement (the Underwriting Agreement) with William
Blair Company, L.L.C. and Stifel, Nicolaus Company, Incorporated,
as representatives of the several underwriters named therein (the
Underwriters), and the selling stockholders named therein
(collectively, the Selling Stockholders). to the terms of the
Underwriting Agreement, the Company has agreed to sell, and the
Underwriters have agreed to purchase, subject to and on the
conditions set forth therein, an aggregate of 1,954,852 shares of
the Companys Common Stock. The Company intends to use the
proceeds for general corporate purposes, including strategic
acquisitions, channel partner arrangements, capital expenditures
and operating costs. The Company also granted the Underwriters a
30-day option to purchase up to an additional 375,000 shares of
the Companys Common Stock. In addition, to the Underwriting
Agreement, the Selling Stockholders have agreed to sell, and the
Underwriters have agreed to purchase, subject to and on the
conditions set forth therein, an aggregate of 545,148 shares of
the Companys Common Stock. The Company will not receive any
proceeds from the sale of shares by the Selling Stockholders.

The Underwriting Agreement contains customary representations,
warranties and agreements by the Company and the Selling
Stockholders, customary conditions to closing, indemnification
obligations of the Company, the Selling Stockholders and the
Underwriters, including for liabilities under the Securities Act
of 1933, as amended, other obligations of the parties and
termination provisions.

The offering is being made to the Companys automatically
effective shelf registration statement (the Registration
Statement) on Form S-3 (Registration No.333-218815), including
the prospectus dated June19, 2017 contained therein, and the
prospectus supplement dated June19, 2017.


Item9.01.
Financial Statements and Exhibits.


(d)
Exhibits.


Exhibit No.


Description

1.1 Underwriting Agreement, dated as of June 19, 2017, by and
among WageWorks, Inc., the Selling Stockholders and William
Blair Company, L.L.C. and Stifel, Nicolaus Company,
Incorporated, as representatives of the underwriters named
therein
5.1 Opinion of Wilson Sonsini Goodrich Rosati, Professional
Corporation
23.1 Consent of Wilson Sonsini Goodrich Rosati, Professional
Corporation (included in Exhibit 5.1)



WAGEWORKS, INC. Exhibit
EX-1.1 2 d397801dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 2,…
To view the full exhibit click here
About WageWorks, Inc. (NYSE:WAGE)

WageWorks, Inc. is engaged in administering Consumer-Directed Benefits (CDBs). The Company administers CBDs, including pre-tax spending accounts, such as Health Savings Accounts (HSAs), health and dependent care Flexible Spending Accounts (FSAs), and Health Reimbursement Arrangements (HRAs), as well as Commuter Benefit Services, including transit and parking programs, wellness programs, Consolidated Omnibus Budget Reconciliation Act and other employee benefits. Its CDB programs assist employees and their families in saving money by using pre-tax dollars to pay for certain of their healthcare, dependent care and commuter expenses. Employers financially benefit from its programs through reduced payroll taxes. Under its FSA, HSA and commuter programs, employee participants contribute funds from their pre-tax income to pay for qualified out-of-pocket healthcare expenses not covered by insurance, such as co-pays, deductibles and over-the-counter medical products, or for commuting costs.

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