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Wageworks, Inc. – ‘POS EX’ on 10/4/12

On:  Thursday, 10/4/12, at 5:19pm ET   ·   Effective:  10/4/12   ·   Accession #:  1193125-12-415577   ·   File #:  333-184278

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/04/12  Wageworks, Inc.                   POS EX     10/04/12    2:37K                                    RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: POS EX      Post Effective Amendment No. 1 to Form S-1          HTML     32K 
 2: EX-23.1     Consent of Kpmg LLP                                 HTML      6K 

As filed with the Securities and Exchange Commission on October 4, 2012

Registration No. 333-184278

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective

Amendment No. 1

to

FORM S-1

REGISTRATION STATEMENT

Under The Securities Act of 1933

WAGEWORKS, INC.

(Exact name of Registrant as specified in its charter)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x File No. 333-184278

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):  ¨

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) promulgated under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Post Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-184278) is being filed with the Securities and Exchange Commission pursuant to Rule 462(d) under the Securities Act of 1933, as amended, solely for the purpose of adding Exhibit 23.1 to such Registration Statement.

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Mateo, State of California, on the 4th day of October, 2012.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

The Power of Attorney granted by each director was filed as an exhibit to the Registration Statement on Form S-1, as amended (File No. 333-183889), originally filed by the Registrant on September 13, 2012.

II-2

EXHIBIT INDEX

II-3

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘POS EX’ Filing		Date		Other Filings
Filed on / Effective on:		10/4/12		424B4,  S-1MEF
		10/3/12		S-1MEF
		9/13/12		S-1
		6/30/12		10-Q
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Filing Submission 0001193125-12-415577   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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