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
(978) 448-6111
----------------------------
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
offices)
John F. Fairbanks
Vice President, Chief Financial Officer
New England Business Service, Inc.
500 Main Street
Groton, Massachusetts 01471
(978) 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: June 29,
1998
<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 Stock| | | | |
|($1.00 par | 382,352 | $30.59375 | $11,697,581.50| $3450.79 |
| 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 June 18,
1998.
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.
<PAGE>
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.
382,352 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 ten stockholders (the "Selling Stockholders")
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
June 18, 1998 was $30.50 per share.
The Selling Stockholders have advised the Company (1) that they propose
that the Shares to be offered hereby be offered for sale and sold or
distributed, from time to time, by the Selling Stockholders, 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 Stockholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from
the Selling Stockholders 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 Stockholders 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 Stockholders.
See section entitled "The Selling Stockholders".
<PAGE>
Normal commission expenses and brokerage fees are payable individually
by each of the Selling Stockholders. Expenses of issuance and distribution,
other than commissions, estimated at $11,000.00 will be borne by the
Company.
The date of this Prospectus is June , 1998
<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 500 West Madison Street
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
28, 1997; (ii) the Company's Quarterly Reports on Form 10-Q for the quarters
ended September 27, 1997, December 27, 1997 and March 28, 1998; (iii) the
Company's Current Reports on Form 8-K, filed on January 7, 1998 and June 18,
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; and (v) the description
of the Company's purchase rights attached to the Company's common stock
contained in the Company's Current Report on Form 8-K, filed on October 25,
1994, 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
<PAGE>
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 information that this Prospectus incorporates). Such
requests should be directed to New England Business Service, Inc., 500 Main
Street, Groton, Massachusetts 01471, Attn: Vice President, Chief Financial
Officer (telephone (978) 448-6111).
RISK FACTORS
------------
A discussion of certain risk factors that should be considered by
prospective purchasers of the Common Stock offered hereby may be found in
the sections titled "Forward-Looking Information and Risk Factors to Future
Performance" in Item 7 of the Company's Annual Report on Form 10-K for the
year ended June 28, 1997, and in Item 2 (management's discussion and
analysis of financial condition and results of operations) of the Company's
Quarterly Report on Form 10-Q for the quarter ended March 28, 1998, which
sections are specifically incorporated herein by reference.
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 (978) 448-6111).
THE SELLING STOCKHOLDERS
------------------------
The shares being offered hereby were acquired by the Selling
Stockholders listed below pursuant to a Stock Purchase Agreement dated May
1, 1998 by which the Company acquired, on June 3, 1998, all of the capital
stock of McBee Systems, Inc. ("McBee"), a Colorado corporation having its
principal place of business at 299 Cherry Hill Road, Parsippany, New Jersey
07054 (the "Acquisition"). The Selling Stockholders are, and have been for
more than ten years, the principal stockholders of ROMO Corp. ("ROMO"), a
Colorado corporation which, prior to the Acquisition, was the sole
stockholder of McBee. None of the Selling Stockholders holds, or has held
within the past three years, any position, office or other material
relationship with the Company or any of its predecessors or affiliates. As
of the date hereof, the Selling Stockholders are the beneficial owners of
the number and percentage of shares of the Company's Common Stock, par value
$1.00, listed below, all of which are being offered hereby.
<PAGE> -2-
Number of Shares
Selling Beneficially Owned Percentage
Stockholder as of the Date Hereof Owned
- ----------- --------------------- --------
Mary Hugh Scott 41,245 *
The Russell Scott, Jr. 1976 Irrevocable Trust 137,643 1%
Agnes L. Scott Wright 1959 Trust 25,433 *
Agnes L. Scott Wright 1964 Trust 25,433 *
Russell Scott III 1959 Trust 25,433 *
Russell Scott III 1964 Trust 25,433 *
Mary Cullen Scott Simmons 1959 Trust 25,433 *
Mary Cullen Scott Simmons 1964 Trust 25,433 *
Joseph Arnold Scott 1959 Trust 25,433 *
Joseph Arnold Scott 1964 Trust 25,433 *
* Less than 1%.
The Company has entered into an agreement with the Selling Stockholders
providing for indemnification of the Selling Stockholders 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 to the Company's Annual Report
on Form 10-K for the fiscal year ended June 28, 1997, 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. The financial statements incorporated in this
Prospectus by reference to the Company's Current Report on Form 8-K, filed
on January 7, 1998 and the Company's Current Report on Form 8-K, filed on
June 18, 1998, have been audited by Arthur Andersen 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> -3-
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 $3,450.79
Cost of Printing 0.00
Legal Fees and Expenses 2,500.00*
Accounting Fees and Expenses 5,000.00*
Miscellaneous 49.21*
Total $11,000.00*
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
Stockholders under certain circumstances relating to the Acquisition and to
this Registration Statement. The Selling
<PAGE>
Stockholders have 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.
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> II-2
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 June 24, 1998.
NEW ENGLAND BUSINESS SERVICE, INC.
----------------------------------
(Registrant)
By:/s/ John F. Fairbanks
-------------------------------
John F. Fairbanks,
Vice President, Chief Financial
Officer
<PAGE> II-3
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
- --------------------- Chairman, President
Robert J. Murray Chief Executive Officer
(principal executive
officer),Director June 24, 1998
/s/ John F. Fairbanks
- --------------------- Vice President, Chief
John F. Fairbanks Financial Officer (principal
accounting officer) June 24, 1998
/s/ Richard H. Rhoads
- ---------------------- Director June 24, 1998
Richard H. Rhoads
/s/ Peter A. Brooke
- ---------------------- Director June 24, 1998
Peter A. Brooke
- ---------------------- Director
Robert L. Gable
/s/ Benjamin H. Lacy
- ---------------------- Director June 24, 1998
Benjamin H. Lacy
/s/ Herbert W. Moller
- ---------------------- Director June 24, 1998
Herbert W. Moller
/s/ Jay R. Rhoads, Jr.
- ---------------------- Director June 24, 1998
Jay R. Rhoads, Jr.
Brian E. Stern
- ---------------------- Director June 22, 1998
Brian E. Stern
/s/ M. Anne Szostak
- ---------------------- Director June 24, 1998
M. Anne Szostak
<PAGE> II-4
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.
23.3* Consent of Arthur Andersen LLP
23.4* Consent of Arthur Andersen LLP
24.1* Power of Attorney (included above at page II-5).
<PAGE> II-5
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]
June 22, 1998
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 382,352 shares (the "Shares") of
the Company's common stock, $1.00 par value per share, in
connection with the acquisition of McBee Systems, 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 Stockholders 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.
<PAGE>
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
Exhibit 23.2
[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 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 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
Boston, Massachusetts
June 24, 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-3 of our report dated
February 13, 1997, included in the Current Report on Form 8-K of New
England Business Service, Inc. dated January 7, 1998 and to all references
to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
- -----------------------
Philadelphia, PA
June 24, 1998
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-3 of our report dated
February 20,1998, included in the Current Report on Form 8-K of New England
Business Service, Inc. dated June 18, 1998 and to the reference to us under
the heading "Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ Arthur Andersen LLP
- -----------------------
Denver, Colorado
June 24, 1998
