UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of ~~report~~Report (Date of earliest event reported): ~~July~~August 298, 2019

~~WageWorks~~WAGEWORKS, ~~Inc~~INC.

(Exact ~~Name~~ name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~charter)

Delaware	001-35232	94-3351864
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1100 Park Place, 4th Floor

San Mateo, California 94403

~~94403~~(Address of principal executive offices) (Zip Code)

(Address of Principal Executive Offices, and Zip Code)

(650) 577-5200

Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~ code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written ~~communication~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

☐ Pre-commencement ~~communication~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement ~~communication~~communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock WAGE The New York Stock Exchange


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	WAGE	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (~~17 CFR~~ §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2 of this chapter).

Emerging ~~growth~~Growth ~~company~~Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 72.~~01.~~02 ~~Regulation~~Results FDof ~~Disclosure~~Operations and Financial Condition.

On ~~July~~August 308, 2019, WageWorks, Inc., a(NYSE: ~~Delaware~~WAGE) ~~corporation~~made ~~(the~~available ~~“Company”~~on orthe “~~WageWorks~~Investors Relations”) ~~and~~page ~~HealthEquity,~~of ~~Inc.,~~its awebsite ~~Delaware corporation~~at ~~(“HealthEquity”)~~http://www.wageworks.com ~~issued~~ a ~~joint~~slide ~~press~~presentation ~~release~~related ~~announcing~~to ~~that~~its ~~the~~financial ~~waiting~~results ~~period~~for ~~under~~ the ~~Hart-Scott-Rodino~~second ~~Antitrust~~quarter ~~Improvement~~ended ~~Act of 1976~~June 30, as2019. ~~amended~~A ~~(the~~copy ~~“HSR~~of ~~Act”), with respect to~~ the ~~Company’s~~slide ~~pending acquisition~~presentation byis ~~the~~furnished ~~HealthEquity,~~as ~~was~~Exhibit ~~terminated~~99.1 atto ~~5:04~~this ~~p.m.~~Current ~~Eastern~~Report ~~Time~~ on ~~July 29,~~Form ~~2019~~8-K.

The ~~early~~information ~~termination~~in ofItem ~~the~~2.02 ~~waiting~~and ~~period~~Item ~~under~~7.01 ~~the HSR~~(including ~~Act~~Exhibit ~~satisfies~~99.1) ~~one~~ of ~~the~~this ~~conditions~~Current toReport ~~the~~on ~~closing~~Form of8-K ~~the~~is ~~transactions~~being ~~contemplated~~furnished, bynot ~~the~~filed, ~~Agreement~~in ~~and~~accordance ~~Plan~~with the provisions of ~~Merger,~~General ~~dated~~Instruction asB.2 of ~~June 26,~~Form ~~2019~~8-K. ~~(the “Merger Agreement”)~~Accordingly, bythe ~~and~~information ~~among~~in ~~the~~Item ~~Company,~~2.02 ~~HealthEquity~~ and ~~Pacific~~Item ~~Merger Sub, Inc~~7.,01 aof ~~wholly~~this ~~owned~~Current ~~subsidiary~~Report ofon ~~HealthEquity.~~Form ~~The~~8-K ~~consummation~~will ofnot ~~such~~be ~~transactions~~incorporated ~~remains~~by ~~subject~~reference toin ~~other~~any ~~customary~~registration ~~closing~~statement ~~conditions~~filed ~~set~~by ~~forth~~the inCompany under the ~~Merger~~Securities ~~Agreement,~~Act ~~including~~of ~~receipt~~1933 ofunless ~~the~~specifically ~~approval~~identified oftherein ~~the~~as ~~stockholders~~being ofincorporated ~~the Company~~therein by reference.

AItem ~~copy of the press release is attached hereto as Exhibit 99~~7.101 ~~and~~Regulation isFD ~~incorporated herein by reference~~Disclosure.

~~Additional~~The ~~Information~~information ~~and~~set ~~Where~~forth tounder ~~Find~~Item It2.02 of this Current Report on Form 8-K is incorporated herein by reference.

~~This communication~~ isNon-GAAP ~~being~~Financial ~~made~~Information in respect of the proposed transaction involving WageWorks and HealthEquity. In connection with the proposed transaction, WageWorks filed with the SEC a definitive proxy statement, including a form of proxy card, on July 29, 2019. The definitive proxy statement and form of proxy card have been mailed to WageWorks’ stockholders. This communication is not a substitute for the proxy statement or any other document that WageWorks may file with the SEC or send to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF WAGEWORKS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT WAGEWORKS WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WAGEWORKS AND THE PROPOSED TRANSACTION. The definitive proxy statement and other relevant materials filed in connection with the proposed transaction, and any other documents filed by WageWorks with the SEC, may be obtained free of charge at the SEC’s website (http://www.sec.gov) or at WageWorks’ website (http://www.wageworks.com) or by contacting WageWorks’ Investor Relations at ir@WageWorks.com.

~~Participants~~In an effort to provide additional and useful information regarding the Company’s financial results and other financial information as determined by generally accepted accounting principles (GAAP), certain materials in Exhibit 99.1 include non-GAAP information. The Company believes the ~~Solicitation~~presentation of non-GAAP measures including Total Operating Expenses (excluding excess restatement and merger-related costs), Non-GAAP Operating Income, Adjusted EBITDA, Adjusted EBITDA excluding Restatement and Merger-Related Costs, Adjusted EBITDA Margin, Non-GAAP Net Income, Non-GAAP Earnings Per Share and Net Cash Position provides useful supplemental information to investors with regard to its core operating performance, and are used by the Company’s management to assess the performance of the Company’s business for planning and forecasting in subsequent periods as well as to compare financial results period-over-period. The non-GAAP measures have limitations as analytical tools and you should not consider them in isolation or as a substitute for an analysis of our results under U.S. GAAP. For example, other companies may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. A reconciliation of the non-GAAP information to GAAP is available as an appendix to Exhibit 99.1.

~~WageWorks~~ ~~and~~Additional ~~its directors and executive officers may be deemed to be participants in the solicitation of proxies from WageWorks’ stockholders with respect to the proposed transaction.~~ Information ~~about WageWorks’ directors~~ and ~~executive~~Where officers and their ownership of WageWorks’ common stock is set forth in WageWorks’ proxy statement on Schedule 14A filed with the SEC on July 29, 2019 and WageWorks’ Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on May 30, 2019. Additional information regarding the potential participants, and their direct or indirect interests in the proposed transaction, by security holdings or otherwise, is set forth in the proxy statement and other materials to beFind ~~filed~~It ~~with SEC in connection with the proposed transaction.~~

~~Notice~~This ~~Regarding~~communication ~~Forward-Looking~~is ~~Statements~~being made in respect of the proposed transaction involving WageWorks and HealthEquity. In connection with the proposed transaction, WageWorks filed with the SEC a definitive proxy statement, including a form of proxy card, on July 29, 2019. The definitive proxy statement and form of proxy card have been mailed to WageWorks’ stockholders. This communication is not a substitute for the proxy statement or any other document that WageWorks may file with the SEC or send to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF WAGEWORKS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT WAGEWORKS WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WAGEWORKS AND THE PROPOSED TRANSACTION. The definitive proxy statement and other relevant materials filed in connection with the proposed transaction, and any other documents filed by WageWorks with the SEC, may be obtained free of charge at the SEC’s website (http://www.sec.gov) or at WageWorks’ website (http://www.wageworks.com) or by contacting WageWorks’ Investor Relations at ir@WageWorks.com.

~~This communication,~~ ~~and~~Participants ~~any documents to which WageWorks refers you~~ in ~~this communication, contains not only historical information, but also forward-looking statements made pursuant to~~ the ~~safe-harbor~~Solicitation provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent WageWorks’ current expectations or beliefs concerning future events, including but not limited to the expected completion and timing of the proposed transaction, expected benefits and costs of the proposed transaction, management

~~plans~~WageWorks ~~relating to the proposed transaction, strategies~~ and ~~objectives~~its ofdirectors ~~WageWorks for future operations~~ and ~~other~~executive ~~information~~officers relating to the proposed transaction. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “target,” “seek,” “may,” ~~“will,”~~be ~~“could,”~~deemed ~~“should,” “would,” “assuming,” and similar expressions are intended~~ to ~~identify~~be ~~forward-looking~~participants ~~statements.~~in ~~You~~the ~~should~~solicitation ~~read any such forward-looking statements carefully, as they involve a number~~ of ~~risks,~~proxies ~~uncertainties~~from ~~and~~WageWorks’ ~~assumptions~~stockholders ~~that~~with ~~may~~respect ~~cause actual results~~ to ~~differ significantly from those projected or contemplated in any such forward-looking statement. Those risks, uncertainties and assumptions include, (i)~~ the ~~risk that the~~ proposed transaction. ~~may~~Information ~~not~~about ~~be completed in a timely manner or at all, which may adversely affect~~ WageWorks’ ~~business~~directors and ~~the~~executive ~~price~~officers ofand ~~the~~their ~~common~~ownership ~~stock~~ of WageWorks,’ ~~(ii) the~~common ~~failure~~stock tois ~~satisfy~~set ~~any~~forth ofin ~~the conditions to the consummation of the proposed transaction, including the adoption of the merger agreement by the stockholders of~~ WageWorks’ ~~and~~proxy ~~the~~statement ~~receipt~~on ofSchedule ~~certain~~14A ~~required~~filed ~~regulatory~~with ~~approvals, (iii)~~ the ~~occurrence~~SEC ofon ~~any~~July ~~event~~29, ~~change~~2019 orand ~~other~~WageWorks’ ~~circumstance~~Annual ~~that~~Report ~~could~~on ~~give~~Form ~~rise~~10-K tofor the ~~termination~~fiscal ofyear ~~the~~ended ~~merger~~December ~~agreement~~31, ~~(iv) the~~ ~~effect~~2018, ofwhich ~~the~~was ~~announcement~~filed orwith ~~pendency of~~ the ~~proposed~~SEC ~~transaction~~ on ~~WageWorks’~~May ~~business relationships~~30, ~~operating~~2019. ~~results~~Additional ~~and~~information ~~business~~regarding ~~generally, (v)~~ the ~~risks~~potential ~~that~~participants, ~~the proposed transaction disrupts current plans~~ and ~~operations~~ ~~and~~their ~~the~~direct ~~potential~~or ~~difficulties~~indirect interests in ~~employee retention as a result of~~ the proposed transaction, ~~(vi) the~~by ~~risks~~security ~~related~~holdings to diverting management’s attention from WageWorks’ ongoing business operations, (vii) the outcome of any legal proceedings that may be instituted against WageWorks related to the merger agreement or ~~the proposed transaction~~otherwise, ~~(viii) unexpected~~is ~~costs,~~set ~~charges~~forth orin ~~expenses resulting from~~ the ~~proposed~~proxy ~~transaction,~~statement and ~~(ix)~~ other ~~risks described~~materials into ~~WageWorks’~~be ~~filings~~filed with ~~the~~ SEC, such as its Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. Forward-looking statements speak only as of the date of this communication or the date of any document incorporated by reference in ~~this~~connection ~~document.~~with ~~Except as required by applicable law or regulation, WageWorks does not assume any obligation to update any such forward-looking statements whether as~~ the ~~result~~proposed ~~of new developments or otherwise~~transaction.

Item 9.01. ~~Financial Statements and~~ Exhibits.

(d) Exhibits.

The following exhibits are being furnished as part of this report:


Exhibit No.		Description

	99.1	Supplemental Financial Presentation Q2 2019 dated August 8, 2019.

Exhibit No.		Description of Exhibit
99.1		Press Release of the Registrant, dated July 30, 2019

SIGNATURE

~~SIGNATURE~~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 hereunto duly authorized.

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 hereunto duly authorized.


	WAGEWORKS, INC.

Dated: August 8, 2019	By:	/s/ Ismail Dawood
	Name:	Ismail Dawood
	Title:	Chief Financial Officer

WAGEWORKS, INC. By: /s/ John G. Saia John G. Saia Senior Vice President, General Counsel and Corporate Secretary

Dated: July 30, 2019

Filing Compare · WAGEWORKS, INC.