Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 (I.R.S. Employer
incorporation or organization) Identification No)
500 Main Street
Groton, Massachusetts 01471
(Address of principal executive offices)
Stock Option Grant to Robert J. Murray
(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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CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed Proposed Amount of
Securities to Registered Maximum Maximum Registration
be Registered Offering Price Aggregate Fee
Per Share * Offering Price *
- ------------- ------------ -------------- ---------------- ------------
Common Stock
($1.00 par 250,000 $18.25 $4,562,500 $1,345.94
value)
* This amount was calculated pursuant to Rule 457 upon the basis of the
price at which the options may be exercised.
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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of 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
28, 1997; (ii) the Company's Quarterly Report on Form 10-Q for the period
ending September 27, 1997; (iii) the Company's Current Report on Form 8-K
dated January 7, 1998 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 reports and other documents filed by the Company after the date hereof
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, before the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold, or which
deregisters all securities 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.
Not applicable.
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 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.
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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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. 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:
(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 (1)(i) and (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 with or furnished
to the Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
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.
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(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, and each filing of the Plan's
annual report pursuant to 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.
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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
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John F. Fairbanks, Vice President,
Chief Financial Officer
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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
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
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EXHIBIT INDEX
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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
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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.
23.3* Consent of Arthur Andersen LLP
24.1* Power of Attorney (included above at page II-4).
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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]
January 23, 1998
New England Business Service, Inc.
500 Main Street
Groton, Massachusetts 01471
Ladies and Gentlemen:
We have acted as counsel for New England Business Service, Inc., a
Delaware corporation (the "Company"), with respect to a proposed offering
(the "Offering") of a maximum of 250,000 shares (the "Shares") of the
Company's common stock, $1.00 par value per share ("Common Stock"), to
Robert J. Murray pursuant to the Stock Option Grant to Robert J. Murray
which was approved by the Board of Directors of the Company on February 2,
1996 (the "Option Grant"), and we have assisted you in the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") with
respect to the 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 Option Grant, as
we have considered relevant and necessary for the opinions hereinafter set
forth. We have assumed that you will take all steps necessary to comply
with the Securities Act of 1933, as amended, and applicable state laws in
connection with the offering and sale of the Shares.
Based on the foregoing, we express the following opinions:
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1. The issuance of the Shares has been duly authorized by all necessary
corporate action of the Company.
2. The Option Grant has been duly adopted by the Company.
3. The Shares, upon issuance and delivery against payment as provided
in the Option Grant, will be validly issued, fully paid and non-assessable
under the Delaware General Corporation Law as in effect on this date.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
HILL & BARLOW,
a Professional Corporation
/s/ Terrence W. Mahoney
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Terrence W. Mahoney,
a 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 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
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Boston, MA
January 23, 1998
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 regarding the Stock
Option Grant to Robert J. Murray 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
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Philadelphia, PA
January 23, 1998
