Form 10-K/A
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K/A

(Amendment No. 1)

 

 

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2012

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 001-35232

 

 

WAGEWORKS, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   94-3351864

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

1100 Park Place, 4th Floor  
San Mateo, California   94403
(Address of principal executive offices)   (Zip Code)

(650) 577-5200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

 

Title of each class

  

Name of each exchange on which registered

Common Stock, $0.001 par value   The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None.

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted to its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The aggregate market value of the registrant’s common stock, $0.001 par value per share, held by non-affiliates of the registrant on June 29, 2012, the last business day of the registrant’s most recently completed second fiscal quarter, was $144,698,814 (based on the closing sales price of the registrant’s common stock on that date). This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of February 20, 2013, there were 32,175,608 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for its 2013 Annual Meeting of the Stockholders (the “2013 Proxy Statement”), to be filed with the Securities and Exchange Commission not later than 120 days after the end of the year covered by this Annual Report, are incorporated by reference into Part III of this Annual Report where indicated.

 

 

 

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WAGEWORKS, INC.

FORM 10-K/A

Table of Contents

 

PART IV

  

Item 15. Exhibits and Financial Statement Schedules

      1   

Signatures

      2   

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EXPLANATORY NOTE

We are filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to our Annual Report on Form 10-K for the period ended December 31, 2012 (the “Original Filing”), which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2013, solely to re-file Exhibits 10.26 and 10.27 for which we are no longer seeking confidential treatment from the SEC.

This Amendment does not reflect events occurring after the filing of the Original Filing. No other modifications or changes have been made to the Original Filing or the exhibits filed therewith. Accordingly, this Amendment should be read in conjunction with the Original Filing and our other filings with the SEC.

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PART IV.

Item 15. Exhibits and Financial Statement Schedules

 

  3. Exhibits:

The documents listed in the Exhibit Index of this Annual Report on Form 10-K are incorporated by reference or are filed with this report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).

 

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SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) 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.

 

        WAGEWORKS, INC.
Date: March 11, 2013   By:  

/s/ Richard T. Green

    Richard T. Green
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

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Exhibit

Number

  

Exhibit Description

   

Incorporated by Reference

     Form    File No.    Exhibit      Filing Date
  10.7*   Form of Subscription Agreement under 2012 Employee Stock Purchase Plan    S-1    333-173709      10.7           03/07/2012
  10.8*   Second Amended and Restated Employment Agreement, dated as of November 23, 2010, between Registrant and Joseph L. Jackson    S-1    333-173709      10.8           06/08/2011
  10.9*   Form of Amended and Restated Executive Severance Benefit Agreement Purchase Plan    S-1    333-173709      10.9           04/25/2011
  10.10   Commercial Credit Agreement, between Registrant and Union Bank, N.A., dated as of August 31, 2010    S-1    333-173709      10.10         04/25/2011
  10.10A   First Loan Modification Agreement, by and among Registrant, Union Bank, N.A. and MHM Resources, LLC, dated as of November 16, 2011    S-1    333-173709      10.10A       03/07/2012
  10.10B   Second Loan Modification Agreement, by and among Registrant, Union Bank, N.A. and MHM Resources, LLC, dated as of February 14, 2012    S-1    333-173709      10.10B       03/07/2012
  10.10C   Third Loan Modification Agreement, by and among Registrant, Union Bank, N.A. and MHM Resources, LLC, dated as of September 20, 2012    8-K    001-35232      10.1           09/24/2012
  10.10D   Fourth Loan Modification Agreement, by and among Registrant, Union Bank, N.A. and MHM Resources, LLC, dated as of December 31, 2012    10-K    001-35232      10.10D       02/27/2013
  10.11   Sublease Agreement between Oracle USA, Inc. and Registrant, dated as of September 13, 2006    S-1    333-173709      10.11         04/25/2011
  10.12   First Amendment to Sublease between Oracle USA, Inc. and Registrant, dated as of October 30, 2006    S-1    333-173709      10.12         04/25/2011
  10.13   Commercial Building Lease, by and between Applied Buildings, LLC and HCAP Strategies, Inc., dated as of December 17, 2004    S-1    333-173709      10.13         04/25/2011
  10.14   Assignment and Assumption of Lease, between, HCAP Strategies, Inc. and Registrant, dated as of May 16, 2005    S-1    333-173709      10.14         04/25/2011
  10.15   Amendment to Commercial Building Lease, between Applied Buildings, LLC and Registrant, dated as of September 8, 2005    S-1    333-173709      10.15         04/25/2011
  10.16   Lease, by and between Phoenix Investors #25, L.L.C. and Registrant, dated as of July 23, 2007    S-1    333-173709      10.16         04/25/2011
  10.17   First Amendment to Lease, by and between Phoenix Investors #25, L.L.C. and Registrant, dated as of May 24, 2010    S-1    333-173709      10.17         04/25/2011
  10.18   Second Amendment to Lease, by and between Phoenix Investors #25, L.L.C. and Registrant, dated as of August 31, 2010    S-1    333-173709      10.18         04/25/2011

 

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Exhibit

Number

  

Exhibit Description

   

Incorporated by Reference

     Form    File No.    Exhibit    Filing Date
  10.19   Sublease Agreement, dated as of June 1, 2011, by and between Fringe Benefits Management Company and Registrant    S-1    333-173709    10.19    06/08/2011
  10.20   Office Lease between Revere Corporate Center, LLC and Planned Benefits Systems, Inc., dated as of May 3, 2006    S-1    333-173709    10.20    04/25/2011
  10.21   Amendment to Lease Agreement, dated as of October 6, 2008, by and between Revere Corporate Center, LLC and Planned Benefits Systems, Inc.    S-1    333-173709    10.21    04/25/2011
  10.22   Pinnacle Corporate Centre IV Standard Office Lease, dated as of February 8, 2008, by and between BK Pinnacle IV LLC and MHM Resources, LLC    S-1    333-173709    10.22    04/25/2011
  10.23   First Amendment to Lease, dated as of April 30, 2008, by and between BK Pinnacle IV LLC and MHM Resources, LLC    S-1    333-173709    10.23    04/25/2011
  10.24   Second Amendment to Lease dated as of August 12, 2008 by and between BK Pinnacle IV LLC and MHM Resources, LLC    S-1    333-173709    10.24    04/25/2011
  10.25   Second Amendment to Sublease between Oracle America, Inc. and Registrant, dated as of May 1, 2011    S-1    333-173709    10.25    06/08/2011
  10.26*++   2011 Bonus Plan            
  10.27*++   2012 Bonus Plan            
  10.28*+   2013 Bonus Plan    10-K    001-35232    10.28    02/27/2013
  10.29*   Amended Form of Stock Option Agreement under the Amended and Restated 2010 Equity Incentive Plan    10-K    001-35232    10.29    02/27/2013
  10.30*   Form of Restricted Stock Unit Agreement under the Amended and Restated 2010 Equity Incentive Plan    10-K    001-35232    10.30    02/27/2013
  21.1   List of subsidiaries of Registrant    S-1    333-173709    21.1    03/07/2012
  23.1   Consent of KPMG LLP, Independent Registered Public Accounting Firm    10-K    001-35232    23.1    02/27/2013
  24.1   Power of Attorney (contained in the signature page to the Annual Report)    10-K    001-35232    24.1    02/27/2013
  31.1   Certification of the Principal Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002            
  31.2   Certification of the Principal Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002            
  32.1**   Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    10-K    001-35232    32.1    02/27/2013
101.INS††   XBRL Instance Document    10-K    001-35232    101.INS    02/27/2013

 

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Exhibit

Number

  

Exhibit Description

   

Incorporated by Reference

     Form    File No.    Exhibit    Filing Date
101.SCH††   XBRL Taxonomy Extension Schema    10-K    001-35232    101.SCH    02/27/2013
101.CAL††   XBRL Taxonomy Extension Calculation Linkbase    10-K    001-35232    101.CAL    02/27/2013
101.DEF††   XBRL Taxonomy Extension Definition Linkbase    10-K    001-35232    101.DEF    02/27/2013
101.LAB††   XBRL Taxonomy Extension Label Linkbase    10-K    001-35232    101.LAB    02/27/2013
101.PRE††   XBRL Taxonomy Extension Presentation Linkbase    10-K    001-35232    101.PRE    02/27/2013

 

* Indicates a management contract or compensatory plan or arrangement.
+ Confidential treatment has been requested for portions of this exhibit. These portions have been omitted and have been filed separately with the Securities and Exchange Commission.
++ This exhibit was originally filed with our Original Filing and is being re-filed as an Exhibit hereto in unredacted form.
** The certifications attached as Exhibit 32.1 that accompany the Original Filing, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of WageWorks, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of the Original Filing, irrespective of any general incorporation language contained in such filing.
†† XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not otherwise subject to liability under these Sections.

 

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