WageWorks, Inc. (NYSE: WAGE) today announced that it has filed an automatically effective shelf registration statement on Form S-3 with the U.S. Securities and Exchange Commission (the “SEC”) for a proposed follow-on public offering of shares of its common stock. Certain of WageWorks’ existing stockholders are proposing to sell an aggregate of approximately 3,413,517 shares of WageWorks common stock, including any shares to be purchased by the underwriters to cover overallotments. The selling stockholders are selling all of the shares of common stock in this offering. WageWorks will not receive any proceeds from the sale of the shares by the selling stockholders. The principal purposes of this offering are to facilitate an orderly distribution of shares for the selling stockholders and to increase WageWorks' public float. 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. The lock-up agreements do not apply to certain excluded transactions, including the sale, transfer, or issuance of shares of common stock pursuant to existing Rule 10b5-1 trading plans. William Blair & Company, L.L.C. and Stifel, Nicolaus & Company, Incorporated are serving as joint book-running managers for the proposed offering. This offering will be made only by means of a prospectus supplement and a prospectus. A copy of the preliminary prospectus supplement and 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 & Company, Incorporated at One Montgomery Street, Suite 3700, San Francisco, California 94104, phone number (415) 364-2720. A registration statement relating to these securities became automatically effective upon filing with the SEC. The registration statement on Form S-3 may be accessed through the SEC's website at edgar.sec.gov.