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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.
(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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Common Stock, $1.00 Par Value New York Stock Exchange
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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New England Business Service, Inc. (the "Company") is authorized to
issue two classes of shares, consisting of, respectively, (i) 40,000,000 shares
of "Common Stock", $1.00 par value per share, and (ii) 1,000,000 shares of
"Preferred Stock", $1.00 par value per share, the rights, preferences and
powers of which may be designated from time to time by the Board of Directors
of the Company. No shares of Preferred Stock were issued and outstanding at
January 31, 1995.
Holders of Common Stock are entitled to such dividends as may be
declared from time to time by the Board of Directors out of funds legally
available therefor. No stockholder of the Company has any preemptive right to
subscribe for or to purchase any of the shares of Common Stock.
Holders of Common Stock have no redemption, conversion or sinking
fund rights. Holders of Common Stock are entitled to one vote per share, and
a proportionate vote for any fractional share, on all matters submitted to a
vote of holders of Common Stock. Holders of Common Stock do not have any
cumulative voting rights. Under the provisions of the Company's Certificate
of Incorporation, the vote of two-thirds of the shares of each class of stock
outstanding and entitled to vote is necessary for the approval of a dissolution
of the Company, most mergers and consolidations and any sale, lease or exchange
of substantially all of the Company's assets and to alter any provisions of the
Company's Certificate of Incorporation other than those relating to the
Company's name and authorized stock. In the event of a liquidation,
dissolution, or winding-up of the Company, the holders of Common Stock are
entitled to share equally and ratably in the assets of the Company, if any,
remaining after payment of all debts and liabilities of the Company and the
liquidation preference of any outstanding Preferred Stock.
The shares of Preferred Stock may be issued from time to time in one
or more series. The Board of Directors is authorized to establish from time to
time by resolution or resolutions the number of shares to be included in each
such series, and to fix the designation, powers, preferences and rights of the
shares of each such series and the qualifications, limitations or restrictions
thereof, including but not limited to the fixing or alteration of dividend
rights, dividend rate or rates, conversion rights, voting rights, rights and
terms of redemption (including sinking fund provisions), the redemption price
or prices, and the liquidation preferences of any wholly unissued series of
shares of Preferred Stock, and the number of shares constituting any such series
and the designation thereof, or any or all of them; and to increase or decrease
the number of shares of any series subsequent to the issue of shares of that
series, but not below the number of shares of such series then outstanding. In
case the number of shares of any series shall be so decreased, the shares
constituting such decrease shall resume the status which they had prior to
the adoption of the resolution originally fixing the number of shares of such
series.
On October 27, 1989, the Board of Directors created a series of
400,000 shares of preferred stock designated as Series A Participating
Preferred Stock, none of which are outstanding on the date hereof. Preferred
dividends on such stock are cumulative and accrue at an amount equal to the
greater of $5.00 per share or 100 times the aggregate amount of all per share
dividends declared on Common Stock. Each share of Series A Participating
Preferred
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Stock would entitle the holder thereof to 100 votes on all matters submitted to
a vote of the stockholders of the Company, and vote together as one class with
the Common Stock on all matters so submitted. Upon any liquidation, dissolution
or winding up of the Company, no distribution may be made to the holders of
shares of Common Stock unless, prior thereto, the holders of shares of Series A
Participating Preferred Stock have received $100 per share, plus an amount equal
to accrued and unpaid dividends and distributions thereon. In case the Company
enters into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and or other property, then in each such case each share of
Series A Participating Preferred Stock must at the same time be similarly
exchanged or changed into such other stock or securities, cash and or other
property having value equal to 100 times the aggregate value of the stock,
securities, cash and/or any other property into which or for which each share
of Common Stock is changed or exchanged. The Certificate of Incorporation of
the Company may not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the holders of the Series A
Participating Preferred Stock so as to effect them adversely without the
affirmative vote of the holders of at least two-thirds of the outstanding
shares of Series A Participating Preferred Stock, voting together as a single
class.
The Board of Directors of the Company, without obtaining stockholder
approval, may issue shares of Preferred Stock with voting rights or conversion
rights which could adversely affect the voting power of the holders of Common
Stock.
The Company's Certificate of Incorporation contains a "fair price"
provision that requires the affirmative vote of the holders of eighty percent
(80%) of the Common Stock of the Company outstanding and entitled to vote (the
"Outstanding Stock") to approve any Business Combination, as defined below,
unless either certain minimum price criteria and procedural requirements are
satisfied or the transaction is approved by a majority of the Disinterested
Directors as defined in the Certificate of Incorporation. In the event the
minimum price criteria and procedural requirements are met or the requisite
approval of the Disinterested Directors is given with respect to a particular
Business Combination, the normal requirements of the Company's charter and
applicable law will apply, and, accordingly, a two-thirds vote of the
Outstanding Stock will be required.
An "Interested Stockholder" is defined in the fair price provision
as any person other than the Company or any Subsidiary who is (a) the beneficial
owner of more than twenty percent (20%) of the Outstanding Stock, (b) an
Affiliate (as defined in the fair price provision) of the Company who is, or at
any time within the prior two-year period was, the beneficial owner of more
than twenty percent (20%) of the voting power of the then Outstanding Stock or
(c) an assignee of any shares of Outstanding Stock in a transaction not
involving a public offering which were at any time within the prior two-year
period beneficially owned by an Interested Stockholder.
A "Business Combination" includes the following transactions: (a) a
merger or consolidation of the Company or any Subsidiary with an Interested
Stockholder or with any other corporation or entity which is, or after such
merger or consolidation would be, an Affiliate of an
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Interested Stockholder; (b) the sale, lease, exchange, or other disposition by
the Company or a Subsidiary of all or substantially all of the assets of the
Company or such Subsidiary if an Interested Stockholder (or an Affiliate
thereof) is a party to the transaction; (c) the issuance of stock or other
securities of the Company or of a Subsidiary to an Interested Stockholder (or
an Affiliate thereof) in exchange for cash or property (including stock or
other securities); (d) the adoption of any plan or proposal for the liquidation
or dissolution of the Company proposed by or on behalf of an Interested
Stockholder (or an Affiliate thereof); or (e) any reclassification of
securities, recapitalization, merger or consolidation with a Subsidiary or
other transaction which has the effect, directly or indirectly, of increasing
the proportionate share of the outstanding Common Stock (or securities
convertible into stock) of the Company or a Subsidiary owned by an Interested
Stockholder (or an Affiliate thereof).
The eighty percent (80%) affirmative stockholder vote would not be
required (1) if the transaction has been approved by a majority of the
Disinterested Directors or (2) if all of the minimum price criteria and
procedural requirements described below are satisfied.
Minimum Price Criteria. In a Business Combination involving the
payment of cash or other consideration to the Company's stockholders in exchange
for their shares of Common Stock, the consideration to be received by such
holders would be required to be either cash or the same type of "other"
consideration used by the Interested Stockholder in acquiring the largest
portion of his Common Stock prior to the date of the first public announcement
of the proposed Business Combination (the "Announcement Date"). In addition,
the fair market value of such "other" consideration (as calculated in
accordance with the fair price provision) on the date the Business
Combination is consummated (the "Consummation Date") would be required to
meet certain minimum price criteria described below.
The fair market value per share of payments to the holders of the
Company's Common Stock would have to be at least equal to the higher of (i)
the highest per share price paid by the Interested Stockholder in acquiring
any shares of the Company's Common Stock during the eighteen months prior to
the Announcement Date or in the transaction in which it became an Interested
Stockholder (whichever is higher) and (ii) the highest price at which shares
of Common Stock were traded on the market during the eighteen months prior to
the Announcement Date or to the date on which the Interested Stockholder
became an Interested Stockholder (the "Determination Date"), whichever is
higher.
Procedural Requirements. Even if the minimum price criteria are met,
an eighty percent (80%) vote of the Outstanding Stock will be required (unless
a majority of the Disinterested Directors approves the business combination)
if the Company, at any time after the Interested Stockholder became an
Interested Stockholder, (i) fails to pay full quarterly dividends on any
issued and outstanding preferred stock, (ii) reduces the rate of dividends
paid on its Common Stock, or (iii) fails to increase the annual rate of
dividends paid on its Common Stock as necessary to reflect any reclassification
(including any reverse stock split), recapitalization, reorganization or
similar transaction which has the effect of reducing the number of shares of
Outstanding Stock, except, in each case, as approved by a majority of the
Disinterested Directors.
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The fair price provision also requires an eighty percent (80%) vote
of the Outstanding Stock (unless a majority of the Disinterested Directors
approved the Business Combination), regardless of compliance with the minimum
price requirements, if the Interested Stockholder acquired any additional
shares of Common Stock, directly from the Company or otherwise, in any
transaction subsequent to the transaction pursuant to which it became an
Interested Stockholder.
Except as otherwise required by applicable state or federal laws,
none of the minimum price or procedural requirements described above would
apply in the case of a Business Combination approved by a majority of the
Disinterested Directors.
The fair price provision provides that a vote of the holders of
eighty percent (80%) or more of the Outstanding Stock would be required in
order to amend, alter or repeal, or to adopt any provisions inconsistent with,
the fair price provision.
The Company's Certificate of Incorporation further contains an
"anti-greenmail" provision that would require any direct or indirect purchase
or other acquisition by the Company of its Common Stock from any person or
group which holds five percent (5%) or more of the Common Stock and has
beneficially owned such Common Stock for less than two years (an "Interested
Securityholder") be (a) approved by the affirmative vote of the holders of a
majority of the voting power of the capital stock of the Company entitled to
vote generally in the election of directors (the "Voting Stock"), excluding
Voting Stock beneficially owned by such Interested Securityholder, (b) be made
as part of a tender or exchange offer by the Company to purchase Common Stock
made on the same terms to all holders of Common Stock and complying with the
Securities Exchange Act of 1934 and rules thereunder then in effect, or (c) be
made pursuant to a purchase program effected on the open market and not as the
result of a series of privately negotiated transactions.
Item 2. Exhibits
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I. Not applicable.
II. The securities described herein are to be registered on the New
York Stock Exchange, on which no other securities of the Company
are registered. Accordingly, the following 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:
A. The Company's Form 10-K Annual Report for the fiscal year
ended June 24, 1994;
B. The Company's current Form 10-Q Quarterly Report for the
fiscal quarter ended September 23, 1994;
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C. The Company's Current Report on Form 8-K dated October 25,
1994 regarding an amendment of the Company's Rights
Agreement;
D. The Company's Amendment No. 1 to the Current Report on Form
8-K dated October 25, 1994;
E. Definitive Proxy Statement with respect to the Company's 1994
Annual Meeting of Stockholders dated September 9, 1994;
F. Certificate of Incorporation of the Company;
G. 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;
H. Certificate of Designation, Preferences and Rights of
Series A Participating Preferred Stock of the Company, dated
October 27, 1989;
I. By-Laws of the Company together with all amendments thereto;
J. Specimen stock certificate for shares of Common Stock, par
value $1.00 per share;
K. The Company's Annual Report to Stockholders for the fiscal
year ended June 24, 1994.
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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 2, 1995
