WageWorks, Inc. (NYSE: WAGE) today announced the pricing of its follow-on public offering of 6,000,000 shares of its common stock at a price to the public of $17.50 per share. WageWorks is selling 1,000,000 shares of common stock in this offering, and selling stockholders are selling 5,000,000 shares of common stock in this offering, including 338,566 shares of common stock which will be issued upon the exercise of outstanding warrants. The underwriters have an option to purchase a maximum of 900,000 additional shares, including 31,313 shares of common stock which will be issued upon the exercise of outstanding warrants, from the selling stockholders identified in the prospectus for this offering to cover overallotments, if any. WageWorks will not receive any proceeds from the sale of shares to be offered by the selling stockholders other than $1,550,633 representing the exercise price of certain warrants to be exercised in connection with the follow-on offering. The principal purposes of this offering are to facilitate an orderly distribution of shares for the selling stockholders, to increase the public float and to raise additional capital. 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. William Blair & Company, L.L.C. and Stifel Nicolaus & Company, Incorporated are serving as joint book-running managers for the offering, with JMP Securities LLC and Needham & Company, LLC acting as co-managers. WageWorks also announced that William Blair & Company, L.L.C. and Stifel, Nicolaus & Company, Incorporated, as joint book-running managers of the offering, are releasing a lock-up restriction with respect to 1,150,000 shares of WageWorks’ common stock held by certain WageWorks stockholders, including 1,025,267 shares held by affiliates of certain of our directors, who are expected to sell shares in the offering. The release will take effect concurrently with the offering.