UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NEW ENGLAND BUSINESS SERVICE, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2942374
(State or other jurisdiction of (IRS Employer Identification number)
incorporation or organization)
500 Main Street 01471
Groton, Massachusetts (Zip Code)
(Address of principal executive offices)
NEBS 1994 KEY EMPLOYEE AND ELIGIBLE DIRECTOR STOCK OPTION
AND STOCK APPRECIATION RIGHTS PLAN
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NEW ENGLAND BUSINESS SERVICE, INC. STOCK COMPENSATION PLAN
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(Full title of the plans)
Russell V. Corsini, Jr., Vice President, Chief Financial Officer
New England Business Service, Inc.
500 Main Street
Groton, Massachusetts 01471
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(Name and address of agent for service)
(508) 448-6111
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(Telephone number, including area code, of agent for service)
<PAGE>
<TABLE>
<CAPTION>
Calculation of Registration Fee
- --------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share <F1> price <F1> registration fee
- --------------------------------------------------------------------------------------------------------------
Common Stock 1,500,000 $18.75 $28,125,000 $9,698.27
($1.00 par value)
<FN>
<F1>
Estimated solely for the purpose of computing the registration fee. This
amount was calculated pursuant to Rule 457 upon the basis of the average
of the high and low prices of the registrant's Common Stock as reported on
the NASDAQ National Market System on October 24, 1994.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The documents listed below are incorporated by reference herein: (a)
the Annual Report on Form 10-K of New England Business Service, Inc. (the
"Company") for the year ended June 24, 1994; (b) the Company's Current Report
on Form 8-K dated October 20, 1994; (c) the description of the Company's
capital stock contained in its Registration Statement under Section 12(g) of
Securities Exchange Act of 1934 on Form 8-A, filed on October 31, 1977 including
any amendment or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates
that all shares of Common Stock offered hereby have been sold, or which
deregisters all shares of Common Stock then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date
of the filing of such report or document.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Certain legal matters relating to the shares of Common Stock, $1.00 par
value, of the Company to be issued pursuant to the NEBS 1994 Key Employee and
Eligible Director Stock Option and Stock Appreciation Rights Plan and the New
England Business Service, Inc. Stock Compensation Plan have been passed upon
for the Company by Hill & Barlow, a Professional Corporation, One International
Place, Boston, Massachusetts 02110. Benjamin H. Lacy, of counsel to that firm,
is a director and chairman of the Organization and Compensation Committee of
the Board of Directors of the Company and beneficially owns 15,000 shares of
the Company's Common Stock.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Section 145 of the General Corporation Law of the State of Delaware
provides for indemnification of officers and directors subject to certain
limitations. The general effect of such law is to empower a corporation to
indemnify any of its officers and directors against certain expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person to be indemnified in connection
with certain actions, suits or proceedings (threatened, pending or completed)
if the person to be indemnified acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceedings, if he had
no reasonable cause
<PAGE>
to believe his conduct was unlawful. Article 11 of the
Company's By-laws provide that it shall indemnify its officers and directors
to the extent permitted by law.
The Company has a directors' and officers' liability insurance policy
wherein the directors and officers of the Company are insured against loss
arising from any claim or claims which may be made against them, jointly or
severally, during the policy period by reason of any wrongful act in their
respective capacities up to $10,000,000. The policy is subject to a
deductible of $500,000 payable by the Company. The Company also has insurance
covering its directors, officers, and employees for breach of any fiduciary
duty imposed by the Employee Retirement Income Security Act of 1974 upon
fiduciaries as defined under the Act, with a single limit of $5,000,000 each
policy year.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
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See Exhibit Index.
Item 9. Undertakings.
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A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; provided, however, that paragraphs
(A)(1)(i) and (A)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
<PAGE>
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the intial bona fide
offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1933, the
registrant certifies that is has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Groton, Commonwealth of Massachusetts
on October 28, 1994.
NEW ENGLAND BUSINESS SERVICE, INC.
(Registrant)
By: /s/ William C. Lowe
-------------------
William C. Lowe, President and
Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
-----------------
Each person whose signature appears below constitutes and appoints
William C. Lowe, Russell V. Corsini, Jr. and Benjamin H. Lacy and each of
them singly his lawful attorneys with full power to them and each of them
singly to sign for him in his name in the capacity indicated below this
registration statement on Form S-8 and any and all amendments hereto,
hereby ratifying and confirming his signature as it may be signed by his said
attorneys to this registration statement and any and all amendments hereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed by the following persons
in the capacities and on the date indicated.
Name Title Date
---- ----- ----
/s/ Richard H. Rhoads Chairman and Director October 28, 1994
- ---------------------------
Richard H. Rhoads
/s/ William C. Lowe President, Chief Executive October 28, 1994
- --------------------------- Officer and Director
William C. Lowe
/s/ Peter A. Brooke Director October 28, 1994
- ---------------------------
Peter A. Brooke
/s/ Benjamin H. Lacy Director October 28, 1994
- ---------------------------
Benjamin H. Lacy
/s/ Robert J. Murray Director October 28, 1994
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Robert J. Murray
/s/ Frank L. Randall, Jr. Director October 28, 1994
- ---------------------------
Frank L. Randall, Jr.
/s/ Jay R. Rhoads, Jr. Director October 28, 1994
- ---------------------------
Jay R. Rhoads, Jr.
/s/ Robert Ripp Director October 28, 1994
- ---------------------------
Robert Ripp
/s/ Russell V. Corsini, Jr. Principal Financial and October 28, 1994
- --------------------------- Accounting Officer
Russell V. Corsini, Jr.
<PAGE>
EXHIBIT INDEX
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Exhibit Title
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(3.1) Certificate of Incorporation of the Company, dated
August 26, 1986. (Incorporated by reference to the
Company's Current Report on Form 8-K dated
October 31, 1986).
(3.2) Certificate of Merger of New England Business
Service, Inc. (a Massachusetts corporation) and the
Company, dated October 24, 1986 amending the
Certificate of Incorporation of the Company by
adding Articles 14 and 15 thereto. (Incorporated
by reference to the Company's Current Report on
Form 8-K dated October 31, 1986).
(3.3) By-Laws of the Company, as amended to date.
(Incorporated by reference to Exhibit (3)(c) to the
Company's Annual Report on Form 10-K for the fiscal
year ended June 29, 1990, filed September 14, 1990).
(4) Specimen stock certificate for shares of Common
Stock, par value $1.00 per share. (Incorporated
by reference to the Company's Post-Effective
Amendment No. 1 to the Registration Statement on
Form S-8 (Registration No. 2-72662)).
(5) Opinion of Hill & Barlow, a Professional
Corporation.
(23.1) Consent of Hill & Barlow, a Professional
Corporation (included in Exhibit 5).
(23.2) Consent of Deloitte & Touche LLP.
(24) Powers of Attorney (included above in
Part II of this Registration Statement).
HILL
&
BARLOW
A PROFESSIONAL CORPORATION
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2607
TELEPHONE (617) 439-3555 FACSIMILE (617) 439-3080
Exhibit 5
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October 28, 1994
New England Business Service, Inc.
500 Main Street
Groton, Massachusetts 01471
Gentlemen:
We have acted as counsel for New England Business Service, Inc., a
Delaware corporation (the "Company"), with respect to a proposed offering
of a maximum of 1,500,000 shares of the Company's Common Stock ($1.00 par
value) (the "Common Stock") to eligible employees and directors of the Company
pursuant to The NEBS 1994 Key Employee and Eligible Director Stock Option and
Stock Appreciation Rights Plan and the New England Business Service, Inc.
Stock Compensation Plan, each adopted by the Board of Directors of the Company
on July 22, 1994 and ratified by the Company's Stockholders on October 28,
1994 (the "Plans"). We have assisted you in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") with respect to the
proposed offering.
We have made such examination of law and have examined originals or
copies, certified or otherwise identified to our satisfaction, of such
corporate records and such other documents, including the Plans, as we have
considered relevant and necessary for the opinions hereinafter set forth.
Based on the foregoing, we express the following opinions:
1. The Common Stock has been duly authorized by all necessary corporate
action of the Company.
2. Each of the Plans has been duly adopted by the Company.
2. The Common Stock, upon issuance and delivery against payment as
provided in the Plans, will be validly issued, fully paid and non-assessable.
<PAGE>
HILL
&
BARLOW
New England Business Service, Inc.
October 28, 1994
page two
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under "Item 5. Interests
of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
HILL & BARLOW
A Professional Corporation
By: /s/ Joseph R. Ramrath
--------------------------
Joseph R. Ramrath, Member
of the Firm
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
New England Business Service, Inc. on Form S-8 of our reports dated
July 22, 1994 appearing in and incorporated by reference in the Annual Report
on Form 10-K of New England Business Service, Inc. for the year ended
June 24, 1994.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
October 27, 1994
