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FORM 8-A/A
Amendment No. 1 to
Registration Statement of Form 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
_____________________
NEW ENGLAND BUSINESS SERVICE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 04-2942374
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(State of incorporation (IRS Employer Identification number)
or organization)
500 Main Street 01471
Groton, Massachusetts -----
--------------------- (Zip Code)
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Stock New York Stock Exchange
Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
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On October 27, 1989, the Board of Directors of New England Business
Service, Inc., a Delaware corporation (the "Company"), declared a dividend of
one right (a "Right") for each share of common stock, par value $1.00 per share
("Common Stock"), of the Company held of record at the close of business on
November 10, 1989 (the "Record Date"), or issued thereafter and prior to the
Distribution Date (as hereinafter defined). The Rights were issued pursuant to
a Rights Agreement, dated as of October 27, 1989 (the "Rights Agreement"),
between the Company and The First National Bank of Boston, National
Association, as Rights Agent. On October 20, 1994, the Company and the Rights
Agent amended and restated the Rights Agreement in its entirety (the "Restated
Rights Agreement"). The terms of the Rights, as so amended, are summarized
herein.
Each Right entitles its registered holder to purchase from the
Company, after the Distribution Date, one one-hundredth of a share of Series A
Participating Preferred Stock, without par value (the "Participatory Preferred
Stock"), for $75 (the "Purchase Price"), subject to adjustment. The Rights
will be evidenced by the Common Stock certificates until the close of business
on the earlier of (either, the "Distribution Date") (i) the tenth business day
(or such later date as the Board of Directors of the Company may from time to
time fix by resolution adopted prior to the Distribution Date that would
otherwise have occurred) after the date on which any Person (as defined in the
Restated Rights Agreement) commences a tender or exchange offer which, if
consummated, would result in such Person's becoming an Acquiring Person, as
defined below, and (ii) the tenth business day (or such earlier or later date
as the Board of Directors of the Company may from time to time fix by
resolution adopted prior to the Flip-in Date that would otherwise have
occurred) after the first date of public announcement by the Company that such
Person has become an Acquiring Person, other than as a result of a Flip-over
Transaction or Event (as defined below) (the "Flip-in Date"); provided that if
a tender or exchange offer referred to in clause (i) is canceled, terminated
or otherwise withdrawn prior to the Distribution Date without the purchase of
any shares of stock pursuant thereto, such offer shall be deemed never to have
been made. An Acquiring Person is any Person who first becomes the Beneficial
Owner (as defined in the Restated Rights Agreement) of 15% or more of the
outstanding shares of Common Stock after the date of the Restated Rights
Agreement or who is, unbeknownst to the Company, the Beneficial Owner of 15%
or more of the outstanding Common Stock as of such date, provided, however,
such term shall not include (i) the Company, any wholly-owned subsidiary of
the Company or any employee stock ownership or other employee benefit plan of
the Company, (ii) any person who is, unbeknownst to the Company, the Beneficial
Owner of 15% or more of the outstanding Common Stock as of the date of the
Restated Rights Agreement or who shall become the Beneficial Owner of 15% or
more of the outstanding Common Stock solely as a result of an acquisition of
Common Stock by the Company, until such time as such Person acquires additional
Common Stock, other than through a dividend or stock split or pursuant to any
employee benefit plan of the Company, (iii) any Person who becomes an Acquiring
Person without any plan or intent to seek or affect control of the Company if
such Person promptly divests sufficient securities such that such 15% or
greater Beneficial Ownership ceases or (iv) any Person who Beneficially Owns
shares of Common Stock consisting solely of (A) shares acquired pursuant to
the grant or exercise of an option granted by the Company in connection with
an
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agreement to merge with, or acquire, the Company prior to a Flip-in Date,
(B) shares owned by such Person and its Affiliates and Associates at the time
of such grant and (C) shares, amounting to less than 1% of the outstanding
Common Stock, acquired by Affiliates and Associates of such Person after the
time of such grant. The Restated Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and only with the Common
Stock. Common Stock certificates issued prior to the Distribution Date shall
evidence one Right for each share of Common Stock represented thereby and
shall contain a legend incorporating by reference the terms of the Restated
Rights Agreement (as such may be amended from time to time). Notwithstanding
the absence of the aforementioned legend or the existence of an earlier form
of legend, certificates evidencing shares of Common Stock outstanding on or
prior to October 20, 1994 shall also evidence one Right for each share of
Common Stock evidenced thereby. Promptly following the Distribution Date,
separate certificates evidencing the Rights ("Rights Certificates") will be
mailed to holders of record of Common Stock at the Distribution Date.
The Rights will not be exercisable until the Business Day (as defined
in the Restated Rights Agreement) following the Distribution Date. To exercise
Rights, the holder must submit the Rights Certificate evidencing such Rights
with an Election to Exercise substantially in the form attached to the Rights
Certificate duly completed, accompanied by cash, or by certified or official
bank check or money order payable to the order of the Company, of a sum equal
to the Purchase Price multiplied by the number of Rights being exercised and,
if applicable, a sum sufficient to cover any transfer taxes. The Rights will
expire on the earliest of (i) the Exchange Time (as defined below), (ii)
the close of business on October 20, 2004, (iii) the date on which the Rights
are redeemed as described below and (iv) the time of merger of the Company into
another corporation pursuant to an agreement entered into prior to a Flip-in
Date (in any such case, the "Expiration Time").
The Purchase Price and the number of Rights outstanding, or in
certain circumstances the securities purchasable upon exercise of the Rights,
are subject to adjustment from time to time to prevent dilution in the event
of a Common Stock dividend on, or a subdivision or a combination into a
smaller number of shares of, Common Stock, or the issuance or distribution of
any securities or assets in respect of, in lieu of or in exchange for Common
Stock.
In the event that prior to the Expiration Time a Flip-in Date occurs,
the Company shall take such action as shall be necessary to ensure and provide
that each Right (other than Rights Beneficially Owned by the Acquiring Person
or any affiliate or associate thereof, which Rights shall become void) shall
constitute the right to purchase from the Company, upon the exercise thereof
in accordance with the terms of the Restated Rights Agreement, that number of
shares of Common Stock of the Company having an aggregate Market Price (as
defined in the Restated Rights Agreement), on the date of the public
announcement of an Acquiring Person's becoming such (the "Stock Acquisition
Date") that gave rise to the Flip-in Date, equal to twice the Purchase Price
for an amount in cash equal to the then current Purchase Price. In addition,
the Board of Directors of the Company may, at its option, at any time after a
Flip-in Date and prior to the time an Acquiring Person becomes the Beneficial
Owner of more than 50% of the outstanding shares of Common Stock, elect to
exchange all (but not less than all) the then outstanding Rights (other than
Rights Beneficially Owned by the Acquiring Person or any affiliate or associate
thereof,
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which Rights become void) for shares of Common Stock at an exchange ratio of
one share of Common Stock per Right, appropriately adjusted to reflect any
stock split, stock dividend or similar transaction occurring after the
Distribution Date (the "Exchange Ratio"). Immediately upon such action by the
Board of Directors (the "Exchange Time"), the right to exercise the Rights will
terminate and each Right will thereafter represent only the right to receive a
number of shares of Common Stock equal to the Exchange Ratio.
Whenever the Company shall become obligated under the preceding
paragraph to issue shares of Common Stock upon exercise of or in exchange for
Rights, the Company, at its option, may substitute therefor shares of
Participating Preferred Stock, at a ratio of one one-hundredth of a share of
Participating Preferred Stock for each share of Common Stock so issuable.
In the event that prior to the Expiration Time the Company enters
into, consummates or permits to occur a transaction or series of transactions
after the time an Acquiring Person has become such in which, directly or
indirectly, (i) the Company shall consolidate or merge or participate in a
binding share exchange with any other Person if, at the time of the
consolidation, merger or share exchange or at the time the Company enters into
an agreement with respect to such consolidation, merger or share exchange, the
Acquiring Person controls the Board of Directors of the Company and either (A)
any term of or arrangement concerning the treatment of shares of capital stock
in such merger, consolidation or share exchange relating to the Acquiring
Person is not identical to the terms and arrangements relating to other holders
of Common Stock or (B) the Person with whom the transaction or series of
transactions occurs is the Acquiring Person, an Affiliate or Associate of the
Acquiring Person or acting in concert with the Acquiring Person or (ii) the
Company shall sell or otherwise transfer (or one or more of its subsidiaries
shall sell or otherwise transfer) assets (A) aggregating more than 50% of the
assets (measured by either book value or fair market value) or (B) generating
more than 50% of the operating income or cash flow, of the Company and its
subsidiaries (taken as a whole) to any other Person (other than the Company or
one or more of its wholly owned subsidiaries) or to two or more such Persons
which are affiliated or otherwise acting in concert, if, at the time of such
sale or transfer of assets or at the time the Company (or any such subsidiary)
enters into an agreement with respect to such sale or transfer, the Acquiring
Person controls the Board of Directors of the Company (a "Flip-over Transaction
or Event"), the Company shall take such action as shall be necessary to ensure,
and shall not enter into, consummate or permit to occur such Flip-over
Transaction or Event until it shall have entered into a supplemental agreement
with the Person engaging in such Flip-over Transaction or Event or the parent
corporation thereof (the "Flip-over Entity"), for the benefit of the holders of
the Rights, providing, that upon consummation or occurrence of the Flip-over
Transaction or Event (i) each Right shall thereafter constitute the right to
purchase from the Flip-over Entity, upon exercise thereof in accordance with
the terms of the Restated Rights Agreement, that number of shares of common
stock of the Flip-over Entity having an aggregate Market Price on the date of
consummation or occurrence of such Flip-over Transaction or Event equal to
twice the Purchase Price for an amount in cash equal to the then current
Purchase Price and (ii) the Flip-over Entity shall thereafter be liable for,
and shall assume, by virtue of such Flip-over Transaction or Event and such
supplemental agreement, all the obligations and duties of
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the Company pursuant to the Restated Rights Agreement. For purposes of the
foregoing description, the term "Acquiring Person" shall include any Acquiring
Person and its Affiliates and Associates counted together as a single Person.
The Board of Directors of the Company may, at its option, at any time
(before of after the distribution of the Rights Certificates) prior to the close
of business on the Flip-in Date, redeem all (but not less than all) the then
outstanding Rights at a price of $.01 per Right) (the "Redemption Price"), as
provided in the Restated Rights Agreement. Immediately upon the action of the
Board of Directors of the Company electing to redeem the Rights, without any
further action and without any notice, the right to exercise the Rights will
terminate and each Right will thereafter represent only the right to receive
the Redemption Price in cash for each Right so held. The exercise of any
Rights will be unaffected by the subsequent redemption of the remaining Rights,
although it is unlikely that any Rights will be exercised prior to the Flip-in
Date (after which point the Rights may no longer be redeemed) as the Rights
should be "out of the money" until the Flip-in Date.
The holders of Rights will, solely by reason of their ownership of
Rights, have no rights as stockholders of the Company, including, without
limitation, the right to vote or to receive dividends.
The Rights will not prevent a takeover of the Company. However, the
Rights may cause substantial dilution to a person or group that acquires 15% or
more of the Common Stock unless the Rights are first redeemed by the Board of
Directors of the Company. Nevertheless, the Rights should not interfere with a
transaction that is in the best interests of the Company and its stockholders
because the Rights can be redeemed on or prior to the close of business on the
Flip-in Date, before consummation of such transaction.
The Restated Rights Agreement (which includes as Exhibit B the forms
of Rights Certificate and Election to Exercise) is attached hereto as an
exhibit and is incorporated herein by reference. The foregoing description of
the Rights is qualified in its entirety by reference to the Restated Rights
Agreement and such exhibit thereto.
Item 2. Exhibits
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I. Amended and Restated Rights Agreement, dated as of October
27, 1989 as amended as of October 20, 1994 (the "Rights
Agreement"), between New England Business Service, Inc. and
The First National Bank of Boston, National Association, as
Rights Agent (which includes as Exhibit B the forms of Rights
Certificate and Election to Exercise) as filed as an Exhibit
to Form 8-A12G/A by the Registrant on October 25, 1994 is
incorporated herein by reference.
II. All exhibits required in accordance with Part II to the
Instructions as to Exhibits on Form 8-A have been duly filed
with the New York Stock Exchange.
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SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
NEW ENGLAND BUSINESS SERVICE, INC.
(Registrant)
By: /s/Russell V. Corsini, Jr.
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Russell V. Corsini, Jr.
Vice President, Chief Financial
Officer
Dated: February 15, 1995
