WageWorks Files Registration Statement For Proposed Follow-On Offering

WageWorks, Inc. (NYSE: WAGE), a leading provider of consumer-directed benefit programs in the United States, announced today that it has filed a registration statement with the U.S. Securities and Exchange Commission (the "SEC") for a proposed follow-on offering of shares of its common stock. WageWorks and certain of its existing stockholders are proposing to sell an aggregate of approximately $100 million of WageWorks shares, including any shares to be purchased by the underwriters to cover overallotments. WageWorks will not receive any proceeds from the sale of the shares by selling stockholders. It is currently anticipated that approximately 80% of the WageWorks shares to be sold in the offering would be sold by certain of its existing stockholders and approximately 20% would consist of newly issued shares.

The principal purposes of this offering are to raise capital for the company, facilitate an orderly distribution of shares by selling stockholders and increase the company's public float. The proceeds of the primary portion of the offering will be used to provide additional working capital for WageWorks and general corporate purposes, including further expansion of sales and marketing efforts, continued investments in technology and development and for capital expenditures. As part of the underwriting procedures, all selling stockholders, as well as all officers and directors, have agreed to lock-up agreements for a period of 90 days following the offering.

William Blair and Stifel Nicolaus Weisel are serving as joint book-running managers for the proposed offering, with JMP Securities LLC and Needham & Company, LLC, acting as co-managers. This offering will be made only by means of a prospectus. A copy of the preliminary prospectus for the offering, when available, may be obtained from William Blair & Company, L.L.C. at 222 West Adams Street, Attention: Prospectus Department, Chicago, IL 60606, phone number (800) 621-0687, or from Stifel Nicolaus Weisel at One Montgomery Street, Suite 3700, San Francisco, California 94104, phone number (415) 364-2720.

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The registration statement on Form S-1 may be accessed through the SEC's website at edgar.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

WageWorks is headquartered in San Mateo, California, with offices in major locations throughout the United States. For more information, please visit the Web site at www.wageworks.com.

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