Registration No. 33-38925
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________________
POST EFFECTIVE AMENDMENT NO. 1
TO
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 (I.R.S. Employer
incorporation or organization) Identification No)
500 Main Street
Groton, Massachusetts 01471
(Address of principal executive offices)
NEBS 1990 Key Employee and Eligible Director Stock Option
and Stock Appreciation Rights Plan
(Full Title of the Plan)
John F. Fairbanks
Vice President, Chief Financial Officer
New England Business Service, Inc.
500 Main Street
Groton, Massachusetts 01471
(Name and Address of Agent for Service)
(978) 448-6111
(Telephone Number, Including Area Code, of Agent for Service)
Copies of all communications to:
Terrence W. Mahoney, Esq.
Hill & Barlow, a Professional Corporation
One International Place
Boston, Massachusetts 02110
(617) 428-3000
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement, initially filed with the Securities and
Exchange Commission on February 11, 1991, covered 1,000,000 shares of
common stock authorized for issuance under the NEBS 1990 Key Employee and
Eligible Director Stock Option and Stock Appreciation Rights Plan (the
"1990 Plan"). The 1990 Plan has been amended and restated as part of the
NEBS 1997 Key Employee and Eligible Director Stock Option and Stock
Appreciation Rights Plan (the "1997 Plan") and the Shares registered on
this Registration Statement and not issued prior to the date hereof may be
issued pursuant to the terms of the 1997 Plan.
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that its
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 Town of Groton, Commonwealth of
Massachusetts on January 23, 1998.
NEW ENGLAND BUSINESS SERVICE, INC.
By:/s/ John F. Fairbanks
-------------------------------
John F. Fairbanks, Vice President,
Chief Financial Officer
II-1
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POWER OF ATTORNEY
-----------------
Each person whose signature appears below constitutes and appoints
Robert J. Murray, John F. Fairbanks and Terrence W. Mahoney, and each of
them singly, as 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
thereto), 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 post-
effective amendment to the registration statement on Form S-8 has been
signed below by the following persons in the capacities and on the date
indicated.
Signature Title Date
- --------- ----- ----
/s/ Robert J. Murray
- --------------------- Chairman, President
Robert J. Murray Chief Executive Officer
(principal executive
officer),Director January 23, 1998
/s/ John F. Fairbanks
- --------------------- Vice President, Chief
John F. Fairbanks Financial Officer (principal
accounting officer) January 23, 1998
- ---------------------- Director January 23, 1998
Peter A. Brooke
/s/ Robert L. Gable
- ---------------------- Director January 23, 1998
Robert L. Gable
/s/ Benjamin H. Lacy
- ---------------------- Director January 23, 1998
Benjamin H. Lacy
/s/ Herbert W. Moller
- ---------------------- Director January 23, 1998
Herbert W. Moller
/s/ Jay R. Rhoads, Jr.
- ---------------------- Director January 23, 1998
Jay R. Rhoads, Jr.
/s/ Richard H. Rhoads
- ---------------------- Director January 23, 1998
Richard H. Rhoads
/s/ Brian E. Stern
- ---------------------- Director January 23, 1998
Brian E. Stern
/s/ M. Anne Szostak
- ---------------------- Director January 23, 1998
M. Anne Szostak
II-2
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EXHIBIT INDEX
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The following exhibits are filed herewith.
Exhibit Title
- ------- -----
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Arthur Andersen LLP
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II-
II-5
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post Effective
Amendment No. 1 to Registration Statement No. 33-38925 of New England
Business Service, Inc. on Form S-8 of our report dated August 4, 1997,
appearing in the Annual Report on Form 10-K of New England Business
Service, Inc. for the year ended June 28, 1997.
/s/DELOITTE & TOUCHE LLP
- ------------------------
Boston, MA
January 23, 1998
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Post Effective Amendment No. 1 to Form S-8
(Registration No. 33-38925) of our reports dated February 13, 1997,
included in the Current Report on Form 8-K of New England Business Service,
Inc. dated January 7, 1998.
/s/ Arthur Andersen LLP
- -----------------------
Philadelphia, PA
January 23, 1998
