Filed pursuant to Rule 424(B)(3)
Registration No. 333-87447
PROSPECTUS
----------
NEW ENGLAND BUSINESS SERVICE, INC.
20,000 Shares
of
Common Stock
This prospectus relates to the 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 24, 1999, the last price of one share
of our common stock on the NYSE was $29.00
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 27, 1999
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,
including any amendment or reports filed for the purpose of updating
such description.
<PAGE>
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 27, 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 27, 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
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.
<PAGE>
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>
