UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of~~ ~~the Securities Exchange Act of 1934~~

~~January~~Pursuant to Section 5,13 ~~2003~~or 15(d) of the Securities Exchange Act of 1934

April 10, 2003 Date of Report (Date of Earliest Event Reported)

PROBUSINESS SERVICES, INC. (Exact name of Registrant as specified in its charter)

(Exact name of Registrant as specified in its charter)


Delaware	000-22227	94-2976066

(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

4125 Hopyard Road Pleasanton, CA 94588 (Address of principal executive offices)

(~~Address~~925) of737-3500 ~~principal~~(Registrant’s ~~executive~~telephone ~~offices~~number, including area code)

N/A (~~925~~Former name or former address, if changed since last report) ~~737-3500~~

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 5. Other Events
	Item 7. Financial Statements and Exhibits.
	Item 7. Financial Statements and Exhibits
	Item 9. Regulation FD Disclosure
SIGNATURES
EXHIBIT INDEX
INDEX TO EXHIBITS
EXHIBIT 2.1
EXHIBIT 2.2
EXHIBIT 99.1

Item 57. ~~Other~~Financial ~~Events~~Statements and Exhibits.

~~On January 5, 2003, ProBusiness Services, Inc., a Delaware corporation~~ (~~the “Company”~~c) ~~entered into an Agreement and Plan of Merger by and among Automatic Data Processing, Inc~~ Exhibits.~~, a Delaware corporation (“ADP”), ADP Merger~~ ~~Corp., a Delaware corporation (“Merger Sub”), and the Company (the “Merger~~ ~~Agreement”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) and the Company will become a wholly-owned subsidiary of ADP.~~

~~Pursuant to the Merger Agreement, (i) each outstanding share of 6~~99.~~9% Redeemable~~1 ~~Convertible~~Press ~~Preferred~~Release ~~Stock~~dated (the “Company Preferred Stock”) will, in accordance with the preference conferred upon the Company Preferred Stock in the Certificate of Designation, will be converted into the right to receive $26.50 in cash, (ii)April ~~each outstanding share of common stock of the Company (the “Company Common Stock”)~~10, ~~will be converted into the right to receive $17~~2003.~~00 in~~ ~~cash and (iii) each outstanding option to purchase Company Common Stock will~~ ~~entitle the holder thereof to receive an amount in cash equal to the excess, if~~ ~~any, of (a) $17.00 over (b) the per share exercise price of the option.~~

~~The Merger is conditioned upon, among other things, (i)~~Item ~~approval~~9. ~~of the holders of the majority of Company Common Stock and the Company Preferred Stock (voting together as a single class on an as-converted to Common Stock basis), (ii)~~Regulation ~~clearance~~FD ~~under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,~~Disclosure ~~and (iii) other customary conditions.~~

InThis ~~connection~~information ~~with~~furnished ~~the~~under ~~execution~~this of“Item 9. ~~the~~Regulation FD ~~Merger Agreement, ADP, Merger Sub~~Disclosure” ~~and~~is ~~certain~~intended ~~stockholders~~to ofbe ~~the~~furnished ~~Company~~under ~~entered into stockholder support agreements (the~~ “~~Stockholder~~Item 12. ~~Agreements”),~~Disclosure ~~pursuant to which such stockholders agreed to vote shares constituting approximately 30%~~ of ~~the~~Results ~~Company’s outstanding capital stock in favor~~ of ~~the approval of the Merger and the~~Operations ~~adoption of the Merger Agreement~~ and ~~against~~Financial ~~any~~Condition” ~~alternative acquisition proposal. These stockholders granted two of ADP’s officers an irrevocable proxy to vote their shares~~ in ~~favor~~accordance ofwith ~~the~~SEC ~~Merger~~Release ~~and the adoption of the Merger Agreement and against any alternative acquisition proposal~~No. 33-8216.

AOn April 10, 2003, ProBusiness Services, Inc. issued a press release announcing ~~the~~preliminary ~~transaction~~third isquarter ~~attached~~earnings asresults. anA ~~exhibit~~copy toof the press ~~this~~release ~~report~~is attached as Exhibit 99.1.

The foregoing descriptions of the Merger Agreement, the Stockholder Agreement and the press release are qualified in their entirety by reference to the Merger Agreement, the Stockholder Agreement and the press release, which are filed as Exhibits 2.1, 2.2 and 99.1, respectively.

Item 7. Financial Statements and Exhibits

	(c)		Exhibits
	2.1		Agreement and Plan of Merger dated as of January 5, 2003 by and among Automatic Data Processing, Inc., a Delaware corporation, ADP Merger Corp., a Delaware corporation and ProBusiness Services, Inc., a Delaware corporation.
	2.2		Form of Stockholder Support Agreement
	99.1		Press Release dated January 6, 2003

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 6, 2003	PROBUSINESS SERVICES, INC.
Date: April 11, 2003	PROBUSINESS SERVICES, INC.
	By:	/s/ Thomas H. Sinton ~~Thomas H. Sinton Chairman of the Board, President and Chief Executive Officer~~
		Thomas H. Sinton Chairman of the Board, President and Chief Executive Officer

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~~EXHIBIT~~ INDEX TO EXHIBITS

Exhibit
Index
Number		Description of Document
2.1		Agreement and Plan of Merger dated as of January 5, 2003 by and among Automatic Data Processing, Inc., a Delaware corporation, ADP Merger Corp., a Delaware corporation and ProBusiness Services, Inc., a Delaware corporation.
99.1		Press release dated April 10, 2003
2.2		Form of Stockholder Support Agreement
99.1		Press Release dated January 6, 2003

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Table of Contents

Table of Contents

Table of Contents

Table of Contents

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