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
Date of Report (Date of earliest event reported): August 31, 2000.
SCHOOL SPECIALTY, INC.*
(Exact name of registrant as specified in its charter)
Wisconsin 000-24385 39-0971239
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1000 North Bluemound Drive
Appleton, Wisconsin 54914
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (920) 734-5712
This current report on Form 8-K is also filed for the
purpose of amending the description of the Registrant's
Common Stock, $0.001 par value.
*As successor issuer to School Specialty, Inc., a
Delaware corporation, pursuant to Rule 12g-3(a) of
the Securities Exchange Act of 1934
<PAGE>
Item 5. Other Events
On August 31, 2000 (the "Effective Time"), in
order to effect a change in its state of incorporation
from Delaware to Wisconsin (the "Reincorporation"),
School Specialty, Inc. ("Old School"), was merged with
and into New School, Inc., a Wisconsin corporation (the
"Registrant"). At the Effective Time, the Registrant
changed its name to "School Specialty, Inc. " Prior to
the Effective Time, the Registrant had been a wholly-
owned subsidiary of Old School organized for the purpose
of effecting the Reincorporation. At the Effective
Time, the Registrant became the surviving entity of the
merger effected to complete the Reincorporation. The
merged entity is governed by the Wisconsin Business
Corporation Law ("WBCL") and the Articles of
Incorporation and By-Laws of the Registrant.
The Reincorporation (as more fully described in
Old School's definitive proxy statement dated July 24,
2000) was consummated pursuant to an Agreement and Plan
of Merger dated as of July 24, 2000 (the "Merger
Agreement"), by and between Old School and the
Registrant, and was approved by the stockholders of Old
School at its 2000 Annual Meeting of Stockholders held
on August 29, 2000.
At the Effective Time, the directors and
executive officers of Old School became the directors
and executive officers of the Registrant. The
Registrant's business, mailing address, principal
executive offices and telephone number are the same as
those of Old School.
At the Effective Time, each issued and
outstanding share of Old School common stock, par value
$.001 per share (the "Old School Common Stock"), was
automatically converted into one share of Registrant
common stock, par value $0.001 per share (the
"Registrant Common Stock"). Outstanding options to
purchase shares of Old School Common Stock were
automatically converted into options to purchase the
same number of shares of Registrant Common Stock. Each
employee stock plan and any other employee benefit plan
to which Old School was a party were assumed by the
Registrant and, to the extent any such plans provided
for the issuance or purchase of Old School Common Stock,
such plans now provide for the issuance or purchase of
shares of Registrant Common Stock.
It is not necessary for stockholders to exchange
their existing Old School stock certificates for new
stock certificates of the Registrant. Shares of Old
School Common Stock, listed under the symbol "SCHS" on
the Nasdaq National Market prior to the Reincorporation,
continue to be listed on the Nasdaq National Market
under such symbol as Registrant Common Stock. Delivery
of existing Old School stock certificates will
constitute "good delivery" of Registrant Common Stock.
The foregoing description of the Reincorporation
is not intended to be complete and is qualified in its
entirety by the complete texts of the Merger Agreement,
the Registrant's Articles of Incorporation and By-Laws,
and the description of the Reincorporation on pages 13-
18 of Old School's definite Proxy Statement dated July
24, 2000, all of which are included as exhibits hereto
and which are incorporated herein by reference.
The Registrant's Common Stock is deemed
registered under Section 12(g) of the Securities
Exchange Act of 1934, as amended, pursuant to Rule 12g-
3(a) thereunder.
<PAGE>
Item 7. Financial Statements and Exhibits
(c) Exhibits
See "Exhibit Index."
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 31, 2000
SCHOOL SPECIALTY, INC.
By: /s/ Daniel P. Spalding
--------------------------
Daniel P. Spalding
Chairman of the Board and
Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
2.1 Agreement and Plan of Merger, dated as of
July 24, 2000, by and between Old School and
the Registrant incorporated by reference to
Appendix A of the School Specialty, Inc.
definitive Proxy Statement dated July 24, 2000
filed in connection with the School Specialty,
Inc. 2000 Annual Meeting of Stockholders.
3.1 Articles of Incorporation of the
Registrant (formerly known as New School,
Inc.) incorporated by reference to Appendix B
of the School Specialty, Inc. definitive Proxy
Statement dated July 24, 2000 filed in
connection with the School Specialty, Inc.
2000 Annual Meeting of Stockholders.
3.2 By-Laws of the Registrant (formerly known
as New School, Inc.)
99.1 Pages 13-18 of the School Specialty, Inc.
definitive Proxy Statement dated July 24, 2000
filed in connection with the School Specialty,
Inc. 2000 Annual Meeting of Stockholders,
incorporated by reference to such pages of
such definitive Proxy Statement.
