Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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New England Business Service, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 04-2942374
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(State or other jurisdiction of (I.R.S. Employer
organization or incorporation Identification No.)
500 Main Street
Groton, Massachusetts 01471
(978) 448-6111
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Craig Barrows
General Counsel and Secretary
New England Business Service, Inc.
500 Main Street
Groton, Massachusetts 01471
(978) 448-6111
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: At
such time or times after the effective date of this registration statement
as the selling stockholder shall determine.
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, please 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
<PAGE>
box and list the Securities Act registration statement under the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment fileed 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
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Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered Per Share* Offering Price Fee
- ------------- ------------ -------------- -------------- ------------
Common Stock
($1.00 par 20,000 $27.16 $543,200 $151.01
value)
* Estimated solely for the purpose of calculating 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 September 17, 1999.
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 on such date as the Commission, acting pursuant to
said section 8(a), may determine.
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<PAGE>
PROSPECTUS
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NEW ENGLAND BUSINESS SERVICE, INC.
20,000 Shares
of
Common Stock
This prospectus relates to he offering of up to 20,000 shares of
our common stock. These shares may be offered and sold from time to
time by the stockholder identified in this prospectus. We will not
receive any of the proceeds from the sale of these shares. We will
bear the costs relating to the registration of the shares, which we
estimate to be $7,700.
Our common stock is listed on the New York Stock Exchange under
the symbol "NEB". On September 17, 1999, the last price of one share
of our common stock on the NYSE was $27.4375
In this prospectus, references to "NEBS", "we", "us" and "our"
refer to New England Business Service, Inc.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is September 20, 1999
<PAGE>
You should rely only on the information contained or incorporated
by reference in this prospectus and in any accompanying prospectus
supplement. No one has been authorized to provide you with different
information.
The shares of common stock are not being offered in any
jurisdiction where the offer is not permitted.
You should not assume that the information in this prospectus or
any prospectus supplement is accurate as of any date other than the
date on the front of the documents.
INFORMATION ABOUT NEBS
NEBS was founded in 1952, incorporated in Massachusetts in 1955
and reincorporated in Delaware in 1986. NEBS designs, produces and
distributes business forms, checks, envelopes, labels, greeting cards,
signs, stationery and related printed products. We also distribute
packaging, shipping and warehouse supplies, software, work clothing
and other business products. Our target market is small businesses
located in the United States, Canada, the United Kingdom and France.
We promote and sell our products through mail order, direct sales,
telesales, dealers and the Internet.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any
document that we file at the SEC's public reference room at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at its regional
offices at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661 and at 7 World Trade Center, 13th Floor, New York, New York
10048. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference room. Our SEC filings are also available to
you free of charge at the SEC's web site at http://www.sec.gov. Most
of our SEC filings are also available to you free of charge at our web
site at http://www.nebs.com. These materials can be read at the
NYSE's offices at 20 Broad Street, New York, New York 10005.
The SEC allows us to "incorporate by reference" the information
we file with them, which means that we can disclose important
information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and later information filed with the SEC will
automatically update and supersede previously filed information,
including information contained in this document.
We incorporate by reference the documents listed below and any
future filings we make with the SEC under sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until this offering has
been completed:
1. NEBS' Annual Report on Form 10-K for the fiscal year ended
June 26, 1999.
2. The description of NEBS' common stock contained in the
registration statement on Form 8-A, filed by NEBS on February 2, 1995,
<PAGE>
including any amendment or reports filed for the purpose of updating
such description.
3. The description of the purchase rights attached to NEBS'
common stock contained in Amendment No. 1 to the registration
statement on Form 8-A, filed by NEBS on February 15, 1995, including
any amendment or reports filed for the purpose of updating such
description.
You may request free copies of these filings by writing or
telephoning us at the following address:
Investor Relations Department
New England Business Service, Inc.
500 Main Street
Groton, MA 01471
(978) 448-6111
SELLING STOCKHOLDER AND PLAN OF DISTRIBUTION
We are registering all 20,000 shares on behalf of Richard H.
Rhoads, who has been a member of NEBS' board of directors since 1970.
The shares were originally issued to Mr. Rhoads on May 25, 1999 in
connection with his exercise of a stock option that was granted to him
under a stock option agreement dated as of July 28, 1989. The
following table contains information regarding Mr. Rhoads's beneficial
ownership of our common stock as of September 20, 1999.
Shares Shares
Beneficially Beneficially
Owned Shares Owned
Prior to Being After
Name Offering(1) Offered Offering(1)
- ---- ------------- ------- -------------
Richard H. Rhoads 55,537 20,000 35,537
(1) Amounts represent less than 1% of the outstanding shares. Amounts
include (a) 26,000 shares which may be exercised within 60 days of
September 20, 1999 through the exercise of stock options; and (b)
1,000 shares owned by Mr. Rhoads's wife individually and 841 shares
owned by his wife and a co-trustee of a trust for the benefit of Mr.
Rhoads's children, as to all of which shares Mr. Rhoads disclaims
beneficial ownership.
As used in this prospectus, the term "selling stockholder" refers
to Mr. Rhoads and includes any pledgees, donees, transferees or other
successors-in-interest selling shares received from Mr. Rhoads as a
gift or other non-sale-related transfer after the date of this
prospectus.
The selling stockholder will act independently of NEBS in making
decisions with respect to the timing, manner and size of each sale.
The selling stockholder may sell the shares on the NYSE, in private
transactions or in a combination of these methods of sale. The
selling stockholder may also sell or distribute shares through other
means if NEBS appropriately amends or supplements this prospectus as
required to describe the terms of the sale or distribution. The
selling stockholder may sell the shares at market prices prevailing at
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the time of sale, at prices related to prevailing market prices, or at
negotiated or fixed prices.
In effecting sales, brokers or dealers engaged by the selling
stockholder may arrange for other brokers or dealers to participate.
The selling stockholder will pay commissions or discounts to brokers
or dealers in amounts to be negotiated immediately before the sale.
The selling shareholder and any brokers or dealers involved in the
sale of the shares may be considered to be "underwriters" within the
meaning of section 2(a)(11) of the Securities Act of 1933.
Accordingly, any commissions or discounts received by them may qualify
as underwriters' compensation under the Securities Act.
We will bear the costs relating to the registration of the
shares, but the selling stockholder will pay any brokerage
commissions, discounts or other expenses relating to the sale of the
shares.
In addition to selling the shares under this prospectus, the
selling stockholder may transfer the shares by gift, or sell the
shares under Rule 144 of the Securities Act rather than under this
prospectus, if the transaction meets the requirements of Rule 144.
LEGAL MATTERS
The validity of the shares being offered in this prospectus will
be passed upon for NEBS by Craig Barrows, who is NEBS' General Counsel
and Secretary. As of the date of this prospectus, Mr. Barrows is the
holder of options to purchase 20,000 shares of NEBS' common stock,
granted pursuant to the NEBS 1997 Key Employee and Eligible Director
Stock Option and Stock Appreciation Rights Plan, and has 334 shares
allocated to his account in NEBS' 401(k) Plan.
EXPERTS
The financial statements and related financial statement schedule
incorporated in this prospectus by reference from our Annual Report on
Form 10-K for the fiscal year ended June 26, 1999 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report
incorporated 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 REQUIRED IN THE REGISTRATION STATEMENT
Item 14. Other Expenses of Issuance and Distribution
The expenses relating to the registration of the shares will be borne
by the registrant. These expenses are estimated to be as follows:
SEC Registration Fee $ 151.01
Legal fees and expenses 2,500.00
Accounting fees and expenses 5,000.00
Miscellaneous 48.99
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Total $7,700.00
Item 15. Indemnification of Directors and Officers.
The registrant is a Delaware corporation. Section 145 of the General
Corporation Law of the State of Delaware empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation), by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving
at the request of the corporation as a director, officer, employee or agent
of another corporation or enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith in a manner he reasonably believed to
be in or not opposed to the best interest of the corporation, and, with
respect to any criminal action or proceeding, had no cause to believe his
conduct was unlawful. Section 145 also empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
under similar standards, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent
that the Delaware Court of Chancery or the court in which such action was
brought shall determine that despite the adjudication of liability such
person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper. Section 145 further provides that to the
extent a director or officer of a corporation has been successful in the
defense of any action, suit or proceeding referred to above or in the
defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for
by Section 145 shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; and empowers the corporation to
purchase and maintain insurance on behalf of a director or officer of the
corporation against such liability asserted against him or incurred by him
in any such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities
under Section 145.
Article Eleven of the registrant's by-laws requires the registrant, to
the full extent permitted from time to time under Delaware law, to indemnify
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and upon request advance expenses to any person who was or is a party to or
is otherwise involved in any actual or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer of the
registrant or while a director or officer is or was serving at the request
of the registrant as a director, officer, partner, trustee, employee or
agent of any corporation or other enterprise, including service with respect
to employee benefit plans, against expenses (including attorneys' fees),
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement actually and reasonably incurred in connection with such action,
suit or proceeding. The foregoing does not require the registrant to
indemnify or advance expenses to any person in connection with any action,
suit, proceeding, claim or counterclaim initiated by or on behalf of such
person, except with respect to proceedings to enforce the foregoing rights
to indemnification. Any person seeking indemnification under this provision
will be deemed to have met the standard of conduct required for such
indemnification unless the contrary has been established.
Section 12 of the registrant's Certificate of Incorporation provides
that a director of the registrant will not be liable to the registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liability is not
permitted under the General Corporation Law of the State of Delaware as in
effect at the time such liability is determined.
The registrant has obtained a directors' and officers' liability
insurance policy to provide coverage for the registrant's officers and
directors.
Item 16. Exhibits.
Exhibits required as part of this registration statement are listed in
the index on page II-6.
Item 17. Undertakings.
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 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 15(d) of the
<PAGE> II-2
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;
(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.
The undersigned registrant 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 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.
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-3
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, Massachusetts, this 20th
day of September, 1999.
New England Business Service, Inc.
By: DANIEL M. JUNIUS
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Daniel M. Junius
Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and
constitutes Robert J. Murray and Daniel M. Junius, and each of them singly,
such person's true and lawful attorneys with full power to them, and each of
them singly, to sign for such person in such person's name in the capacities
indicated below any and all amendments (including post-effective amendments)
to this registration statement and to file the same, with exhibits thereto,
and other documents in connection therewith, and such person hereby ratifies
and confirms such person's signature as it may be signed by said attorneys,
or any of them, to any and all such amendments.
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 dates indicated.
Signature Title Date
- --------- ----- ----
ROBERT J. MURRAY
- --------------------- Chairman, President and September 20, 1999
Robert J. Murray Chief Executive Officer
(principal executive
officer), Director
DANIEL M. JUNIUS
- --------------------- Senior Vice President and September 20, 1999
Daniel M. Junius Chief Financial Officer
(principal financial and
accounting officer)
NEIL S. FOX
- --------------------- Director September 20, 1999
Neil S. Fox
ROBERT L. GABLE
- --------------------- Director September 20, 1999
Robert L. Gable
BENJAMIN H. LACY
- --------------------- Director September 20, 1999
Benjamin H. Lacy
<PAGE> II-4
HERBERT W. MOLLER
- --------------------- Director September 20, 1999
Herbert W. Moller
RICHARD H. RHOADS
- --------------------- Director September 20, 1999
Richard H. Rhoads
BRIAN E. STERN
- --------------------- Director September 20, 1999
Brian E. Stern
M. ANNE SZOSTAK
- --------------------- Director September 20, 1999
M. Anne Szostak
<PAGE> II-5
EXHIBIT INDEX
Exhibit Number Description
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4.1 Certificate of Incorporation of the registrant
(incorporated by reference to Exhibit 7(a) to the
registrant'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 registrant,
dated October 24, 1986, amending the Certificate of
Incorporation of the registrant by adding Articles 14
and 15 thereto (incorporated by reference to Exhibit
7(a) to the registrant'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
registrant, dated October 27, 1989 (incorporated by
reference to Exhibit (3)(c) to the registrant's annual
report on Form 10-K for the fiscal year ended June 30,
1995).
4.4 By-laws of the registrant, as amended (incorporated by
reference to Exhibit 3.2 to the registrant's annual
report on Form 10-K for the fiscal year ended June 26,
1999).
4.5 Specimen stock certificate for shares of Common Stock,
par value $1.00 per share, of the registrant
(incorporated by reference to Exhibit (4)(a) to the
registrant's annual report on Form 10-K for the fiscal
year ended June 30, 1995).
4.6 Amended and Restated Rights Agreement, dated as of
October 27, 1989, as amended as of October 20, 1994,
between the registrant and BankBoston, N.A., as rights
agent, including as Exhibit B the forms of Rights
Certificate Election to Exercise (incorporated by
reference to Exhibit 4 to the registrant's current
report on Form 8-K dated October 25, 1994).
5 Opinion of General Counsel.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of General Counsel (contained in the opinion
filed as Exhibit 5 to this registration statement).
24 Power of Attorney (included in the signature page to
this registration statement).
<PAGE> II-6
Exhibit 5
September 20, 1999
New England Business Service, Inc.
500 Main Street
Groton, MA 01471
Ladies and Gentlemen:
This opinion is being furnished in connection with a registration
statement on Form S-3 and all exhibits thereto (the "Registration
Statement"), filed with the Securities and Exchange Commission under
the Securities Act of 1933, for the registration of 20,000 shares of
Common Stock, par value $1.00 per share (the "Shares"), of New England
Business Service, Inc., a Delaware corporation (the "Company"). The
Shares were issued upon the exercise of a stock option grant to
Richard H. Rhoads that was approved by the Board of Directors of the
Company on July 28, 1989 (the "Option Grant"), and the exercise was in
accordance with the terms and conditions set forth in the Stock Option
Agreement dated as of July 28, 1989 (the "Stock Option Agreement")
between the Company and Mr. Rhoads.
I am General Counsel of the Company and am familiar with the
action taken by the Company in connection with the Option Grant and
the Stock Option Agreement. For purposes of this opinion, I have
examined the Registration Statement, the Stock Option Agreement and
such other documents, records, certificates and other instruments as I
have deemed necessary.
I express no opinion as to the applicability of, compliance with
or effect of federal law or the law of any jurisdiction other than the
General Corporation Law of the State of Delaware.
Based on the foregoing, I am of the opinion that the Shares are
duly authorized, validly issued, fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
It is understood that this opinion is to be used only in
connection with the offer and sale of the Shares while the
Registration Statement is in effect.
Very truly yours,
CRAIG BARROWS
General Counsel
New England Business Service, Inc.
Exhibit 23.1
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
report dated July 26, 1999 appearing in the Annual Report on Form 10-K
of New England Business Service for the year ended June 26, 1999 and
to the reference to us under the heading "experts" in the prospectus
which is part of this registration statement.
DELOITTE & TOUCHE LLP
- ---------------------
Boston, MA
September 20, 1999
