UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SEC File Number
001-35232
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FORM
12b-25
NOTIFICATION OF LATE FILING
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(Check one):
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☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q
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☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
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For Period Ended: March 31, 2019
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☐ Transition Report on Form
10-K
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☐ Transition Report on Form
20-F
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☐ Transition Report on Form
11-K
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☐ Transition Report on Form
10-Q
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☐ Transition Report on Form
N-SAR
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For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
WageWorks, Inc.
Full
Name of Registrant
Former Name if Applicable
1100 Park Place, 4th Floor
Address of Principal Executive Office (
Street and Number
)
San Mateo, California 94403
City, State and Zip Code
PART II — RULES
12b-25(b)
AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b),
the following should be completed. (Check box if appropriate)
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☐
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
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(b)
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The subject annual report, semi-annual report, transition report on
Form
10-K,
Form
20-F,
Form
11-K,
Form
N-SAR
or Form
N-CSR,
or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form
10-Q
or subject distribution report on Form
10-D,
or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date;
and
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(c)
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The accountant’s statement or other exhibit required by Rule
12b-25(c)
has been attached if applicable.
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PART III — NARRATIVE
State below in
reasonable detail why Forms
10-K,
20-F,
11-K,
10-Q,
10-D,
N-SAR,
N-CSR,
or the transition report or portion thereof, could not be filed within the prescribed time period.
WageWorks, Inc. (the “Company”) is unable to file its quarterly report on Form
10-Q
for the quarter ended
March 31, 2019 within the prescribed time period without unreasonable effort or expense.
As previously announced, the Company’s Board of
Directors (the “Board”) upon recommendation of the audit committee, concluded that the Company’s internal control over financial reporting and disclosure controls and procedures were ineffective as of December 31, 2017 and that
certain financial statements for periods in 2016 and 2017 should be restated and should no longer be relied upon.
The Company recently filed its
financial statements for the fiscal quarters ended September 30, 2018, June 30, 2018 and March 31, 2018 and the Annual Report on Form
10-K
for the fiscal year ended December 31, 2017, and
its 2016 and 2017 restated financials. As a result of these events and related matters, as previously disclosed, the Company experienced a delay in completing its financial statements, Management’s Discussion and Analysis of Financial Condition
and Results of Operations and other related components for the quarter ended March 31, 2019 and does not currently expect to file its quarterly report on
Form 10-Q by
the prescribed due date
allowed pursuant to
Rule 12b-25.
The Company is working to complete the preparation of its financial statements for the fiscal quarter ended March 31, 2019, as well as its Annual Report on
Form 10-K for
the fiscal year ended December 31, 2018, as soon as practicable.
PART IV — OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this notification
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Ismail Dawood
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(650)
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577-5200
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934
or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify
report(s). Yes ☐ No ☒
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The
Company’s Annual Report on Form
10-K
for the fiscal year ended December 31, 2018 has not yet been filed.
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the
last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☐ No ☒
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
WageWorks, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: May 10, 2019
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By:
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/s/ Ismail Dawood
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Name:
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Ismail Dawood
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Title:
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Chief Financial Officer
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