REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NEW ENGLAND BUSINESS SERVICE, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
04-2942374
(I.R.S. Employer Identification No.)
500 Main Street
Groton, Massachusetts 01471
(508) 448-6111
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
John F. Fairbanks
VP, Chief Financial Officer
New England Business Service, Inc.
500 Main Street
Groton, Massachusetts 01471
(508) 448-6111
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Terrence W. Mahoney, Esq.
Hill & Barlow, a Professional Corporation
One International Place
Boston, Massachusetts 02110
(617) 428-3000
Approximate date of commencement of proposed sale to the public: May 9, 1997
<PAGE>
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
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 delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
shares aggregate aggregate Amount of
to be Amount to be price per offering registration
registered registered unit* price* fee
- -------------------------------------------------------------------------------
Common 365,217 $27.0625 $9,883,685.06 $2,995.06
Stock
($1.00 par
value)
- -------------------------------------------------------------------------------
*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 in the
consolidated reporting system of the New York Stock Exchange on April 28,
1997.
The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission acting pursuant to
said Section 8(a) may determine.
If, as a result of stock splits, stock dividends or similar transactions,
the number of securities purported to be registered on this registration
statement changes, the provisions of Rule 416 shall apply to this registration
statement and this registration statement shall be deemed to cover the
additional securities resulting from the split of, or the dividend on, the
securities covered by this registration statement.
<PAGE
PROSPECTUS
----------
NEW ENGLAND BUSINESS SERVICE, INC.
365,217 Shares
of
Common Stock
(Par Value $1.00 Per Share)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The shares of Common Stock being offered hereby (the "Shares") are
being sold for the account of a stockholder (the "Selling Stockholder") of
New England Business Service, Inc. (the "Company"). The Company will
not receive any of the proceeds from the sale of the Shares. The last price of
the Company's Common Stock as reported by the New York Stock Exchange
on April 28, 1997 was $26.75 per share.
The Selling Stockholder has advised the Company (1) that he
proposes that the Shares to be offered hereby be offered for sale and sold
or distributed, from time to time, by the Selling Stockholder, or by
pledgees, donees, transferees or other successors in interest, on one or
more exchanges or in the over-the-counter market, or otherwise at prices
and at terms then prevailing or at prices related to the then current market
price, or in negotiated transactions; (2) that such sales or distributions may
be made by one or more of the following: (a) a block trade in which the
broker or dealer so engaged will attempt to sell the Shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by
such broker or dealer for its own account pursuant to this Prospectus;
(c) an exchange distribution in accordance with the rules of such
exchange; (d) ordinary brokerage transactions and transactions in which
the broker solicits purchasers; (e) in negotiated transactions; or (f) through
other means; and (3) that no sales or distributions other than as described
in (2)(a) through 2(e) above will be effected until after this Prospectus shall
have been appropriately amended or supplemented, if required, to set
forth the terms thereof. In effecting sales, brokers or dealers engaged by
the Selling Stockholder may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from
the Selling Stockholder in amounts to be negotiated immediately prior to
the sale. In certain cases, such brokers or dealers, any other participating
brokers and dealers, and the Selling Stockholder may be deemed to be
"underwriters" as that term is defined in Section 2(11) of the Securities
Act of 1933, as amended. In addition, any securities covered by this
Prospectus which qualify for sale pursuant to Rule 144 may be sold under
Rule 144 rather than pursuant to this Prospectus. The Company has
entered into an indemnification agreement with the Selling Stockholder.
See section entitled "The Selling Stockholder".
Normal commission expenses and brokerage fees are payable
individually by the Selling Stockholder. Expenses of issuance and
distribution, other than commissions, estimated at $15,000.00 will be borne
by the Company.
The date of this Prospectus is May 5, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Such reports, as well as
proxy and information statements, and other information filed by the
Company with the Commission can be inspected and copied at the public
reference facilities maintained by the Commission in Washington, DC, at
450 Fifth Street, N.W., Room 1024, Washington, DC 20549, and at certain of
its Regional Offices, as follows:
New York Regional Office Chicago Regional Office
7 World Trade Center 7 World Trade Center
Suite 1300 Suite 1400
New York, New York 10048 Chicago, Illinois 60661
Copies of such material can be obtained at prescribed rates from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Room 1024,
Washington, DC 20549.
The Commission also maintains a Web site on the Internet that
contains reports, proxy and information statements and other information
regarding registrants such as the Company that file electronically with the
Commission. The address of such site is: http://www.sec.gov.
The Common Stock of the Company is listed on the New York Stock
Exchange. Reports, proxy and information statements, and other
information concerning the Company can be inspected at such exchange.
_____________________________________
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the
Commission (File No. 1-11427) and are incorporated herein by reference:
(i) the Company's Annual Report on Form 10-K for the fiscal year ended
June 29, 1996; (ii) the Company's Quarterly Reports on Form 10-Q for the
quarters ended September 28, 1996 and December 28, 1996; (iii) the
Company's Current Reports on Form 8-K, filed on September 20, 1996,
October 31, 1996 and April 15, 1997; and (iv) the description of the
Company's capital stock contained in the Company's Registration
Statement under Section 12(b) of the Exchange Act on Form 8-A, filed on
October 31, 1977, including any amendment or reports filed for the
purpose of updating such description.
All documents filed by the Company subsequent to the filing of the
Registration Statement of which this Prospectus is a part, pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
termination of this offering, shall be deemed to be incorporated by
reference in this Prospectus.
The Company shall, upon written or oral request by a person,
including any beneficial owner, to whom this Prospectus is delivered,
provide without charge to such person a copy of any and all of the
information that has been incorporated by reference in this Prospectus
(not including exhibits to the information that is incorporated by reference
unless such exhibits are specifically incorporated by reference into the
<PAGE>
information that this Prospectus incorporates). Such requests should be
directed to New England Business Service, Inc., 500 Main Street, Groton,
Massachusetts 01471, Attn: VP, Chief Financial Officer (telephone
(508) 448-6111).
THE COMPANY
The Company is a corporation founded in 1952, incorporated in
Massachusetts in 1955 and reincorporated by merger in Delaware in 1986
that designs and produces business forms and related printed products
and distributes packaging, shipping, warehouse supplies, software and
other products through mail order, direct sales and dealers to small
businesses throughout the United States, Canada, the United Kingdom
and France. The Company's principal executive offices are located at
500 Main Street, Groton, Massachusetts 01471 (telephone (508) 448-6111).
THE SELLING STOCKHOLDER
The shares being offered hereby were acquired by the Selling
Stockholder, Theodore Pasquarello, pursuant to an Asset Purchase
Agreement dated March 31, 1997 by which the Company acquired all of
the assets of Chiswick Trading, Inc. ("Chiswick"), a Massachusetts
corporation having its principal place of business at 33 Union Avenue,
Sudbury, Massachusetts 01776 (the "Acquisition"). The Selling
Stockholder is and has been for more than the past three years a director,
president and the sole stockholder of Chiswick, and is and has been since
March 31, 1997 an Executive Vice President of the Company and
President of the Company's Chiswick division. As of the date hereof, the
Selling Stockholder is the beneficial owner of 365,217 shares
(approximately 2.8%) of the Company's outstanding Common Stock, par
value $1.00, all of which are being offered hereby.
The Company has entered into an agreement with the Selling
Stockholder providing for indemnification of the Selling Stockholder by
the Company under certain circumstances.
LEGAL MATTERS
The legality of the Shares offered by this Prospectus has been
passed upon by Hill & Barlow, a Professional Corporation,
One International Place, Boston, Massachusetts 02110.
EXPERTS
The financial statements and the related financial statement
schedules incorporated in this prospectus by reference from the
Company's Annual Report on Form 10-K for the year ended June 29,
1996, have been audited by Deloitte & Touche LLP independent auditors,
as stated in their reports, which are incorporated herein by reference, and
have been so incorporated in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
______________________________________
Item 14. Other Expenses of Issuance and Distribution.
The following is a reasonably itemized statement of all expenses, other than
commissions, in connection with the issuance and distribution of the Shares:
SEC Registration Fee $2,995
Cost of Printing 0
Legal Fees and Expenses 1,500*
Accounting Fees and Expenses 10,000*
Miscellaneous 505*
--------
Total $15,000*
========
All of these expenses will be borne by the Company.
* Estimated
Item 15. 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 to believe his conduct
was unlawful. The Company's by-laws provide that it shall indemnify its
officers and directors to the extent permitted by law.
The Company maintains insurance under which the insurers will
reimburse the Company for amounts which it has paid to its directors,
officers and certain other employees by way of indemnification for claims
against such persons in their official capacities. The insurance also covers
such persons as to amounts paid by them as a result of claims against them
in their official capacities which are not reimbursed by the Company. The
insurance is subject to certain limitations and exclusions.
In addition, the Company has agreed to indemnify the Selling
Stockholder under certain circumstances relating to the Acquisition and to
this Registration Statement. The Selling Stockholder has agreed to
indemnify the directors and officers of the Company who have signed this
Registration Statement under certain circumstances.
Item 16. Exhibits.
See Exhibit Index.
<PAGE>
Item 17. Undertakings.
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 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;
(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; and
(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
Section 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 initial
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
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Groton, The Commonwealth of Massachusetts, on May 5,
1997.
NEW ENGLAND BUSINESS SERVICE, INC.
----------------------------------
(Registrant)
By: /s/ John F. Fairbanks
---------------------
John F. Fairbanks,
VP, Chief Financial Officer
<PAGE
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Robert J. Murray, John F. Fairbanks, Terrence W. Mahoney
and each of them singly his or her lawful attorneys with full power to them
and each of them singly to sign for him or her in his or her name in the
capacity indicated below this registration statement on Form S-3 (and any
and all amendments hereto), hereby ratifying and confirming his signature
as it may be signed by his or her 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 has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Robert J. Murray President and Chief May 5, 1997
- ----------------------- Executive Officer
Robert J. Murray (principal executive
officer), Director
/s/ John F. Fairbanks VP, Chief Financial May 5, 1997
- ----------------------- Officer
John F. Fairbanks (principal accounting
officer)
/s/ Richard H. Rhoads Director May 5, 1997
- -----------------------
Richard H. Rhoads
Director May 5, 1997
- -----------------------
Peter A. Brooke
/s/ Robert L. Gable Director May 5, 1997
- -----------------------
Robert L. Gable
/s/ Benjamin H. Lacy Director May 5, 1997
- -----------------------
Benjamin H. Lacy
/s/ Herbert W. Moller Director May 5, 1997
- -----------------------
Herbert W. Moller
/s/ Jay R. Rhoads, Jr. Director May 5, 1997
- ------------------------
Jay R. Rhoads, Jr.
/s/ Brian E. Stern Director May 5, 1997
- ------------------------
Brian E. Stern
<PAGE>
EXHIBIT INDEX
Certain of the following exhibits (those marked with an asterisk) are
filed herewith. The remainder of the exhibits have heretofore been filed
with the Commission and are incorporated herein by reference.
Inapplicable items have been omitted.
Exhibit Title
- --------- ----------------------------------------------------------
4.1 Certificate of Incorporation of the Company (incorporated by
reference to the Company's Current Report on Form 8-K dated
October 31, 1986)
4.2 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).
4.3 Certificate of Designations, Preferences and Rights of Series A
Participating Preferred Stock of the Company, dated October 27,
1989 (incorporated by reference to the Company's Annual Report
on Form 10-K for the fiscal year ended June 30, 1995, filed
September 15, 1995).
4.4 By-Laws of the Company, as amended (incorporated by reference
to the Company's Quarterly Report on Form 10-Q for the quarterly
period ended December 31, 1995, filed February 8, 1996).
4.5 Specimen stock certificate for shares of Common Stock, par value
$1.00 per share, of the Company (incorporated by reference to
the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1995, filed September 15, 1995).
4.6 Amended and Restated Rights Agreement, dated as of October 27,
1989 as amended as of October 20, 1994, between the Company and
The First National Bank of Boston, National Association, as
rights agent, including as Exhibit B the forms of Rights
Certificate Election to Exercise (incorporated by reference to
Exhibit 4 of the Company's Current Report on Form 8-K dated
October 25, 1994).
5.1* Opinion of Hill & Barlow, a Professional Corporation.
23.1* Consent of Hill & Barlow, a Professional Corporation (included
in Exhibit 5.1).
23.2* Consent of Deloitte & Touche LLP.
24.1* Power of Attorney (included above at page II-5).
<PAGE
Exhibit 5.1
HILL & BARLOW,
a Professional Corporation
One International Place
Boston, Massachusetts 02110
(617) 428-3000
TERRENCE W. MAHONEY
DIRECT LINE: 617-428-3306
[email protected]
May 5, 1997
New England Business Service, Inc.
500 Main Street
Groton, MA 01471
Ladies and Gentlemen:
We have acted as counsel for New England Business Service, Inc., a
Delaware corporation (the "Company"), with respect to the issuance of
365,217 shares (the "Shares") of the Company's common stock, $1.00 par
value per share, in connection with the acquisition of Chiswick Trading,
Inc.
We have assisted you in the preparation of a Registration Statement
on Form S-3 (the "Registration Statement") with respect to the offering of
the Shares by the Selling Stockholder named therein.
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 as we have considered
relevant and necessary for the opinions hereinafter set forth.
Based on the foregoing, we express the following opinions:
1. The issuance of the Shares has been duly authorized by all
necessary corporate action of the Company.
2. The Shares are validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the prospectus forming a part of the Registration Statement.
Very truly yours,
HILL & BARLOW,
a Professional Corporation
/s/ Terrence W. Mahoney
------------------------------
Terrence W. Mahoney,
a Member of the Firm
<PAGE
Exhibit 23.2
Consent of Deloitte & Touche LLP
[Deloitte & Touche LLP Letterhead]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of New England Business Service, Inc. on Form S-3 of our reports
dated July 26, 1996 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 29, 1996 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
- --------------------------------
Deloitte & Touche LLP
May 5, 1997
