Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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
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(Address of principal executive offices, including zip code)
Stock Option Grant to Richard H. Rhoads
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(Full title of the plan)
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 and telephone number, including area code,
of agent for service)
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 $14.75 $295,000 $82.01
value)
* The amount was calculated pursuant to Rule 457 upon the basis of the price
at which the option may be exercised.
<PAGE> 2
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in the documents sent or
given to the plan participant by New England Business Service, Inc., which
is referred to herein as the registrant, pursuant to Rule 428(b)(1).
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated herein by reference:
(1) Annual Report on Form 10-K for the fiscal year ended June 26, 1999.
(2) The description of the Company's common stock contained in the Company's
Registration Statement on Form 8-A, filed on February 2, 1995, including any
amendment or reports filed for the purpose of updating such description.
(3) The description of the Company's purchase rights attached to the common
stock contained in Amendment No. 1 to the Company's Registration Statement
on Form 8-A, filed on February 15, 1995, including any amendment or reports
filed for the purpose of updating such description.
All documents filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, after the date
hereof and prior to the filing of a post-effective amendment to this
registration statement indicating that all securities offered have been sold
or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date
of filing of such documents.
Any statements contained in a document incorporated by reference herein
will be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in
any other subsequently filed document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded will not be deemed, except as
modified or superseded, to constitute a part of this registration statement.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered hereby has been
passed upon for the registrant by Craig Barrows, General Counsel and
Secretary of the registrant. As of the date of this registration statement,
Mr. Barrows is the holder of options to purchase 20,000 shares of the
registrant's 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 the registrant's 401(k) Plan.
<PAGE> 3
Item 6. 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
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
<PAGE> 4
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 8. Exhibits.
Exhibits required as part of this registration statement are listed in
the index on page 8.
Item 9. 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
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
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(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.
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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-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, 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
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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
<PAGE> 7
BENJAMIN H. LACY
- --------------------- Director September 20, 1999
Benjamin H. Lacy
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> 8
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).
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-8 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 are to be issued pursuant to the exercise of a stock option
grant to Richard H. Rhoads that was approved by the Board of Directors
of the Company on July 27, 1990 (the "Option Grant"), and is subject
to the terms and conditions set forth in the Stock Option Agreement
dated as of July 27, 1990 (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 and, when issued and sold in accordance with the terms
of the Stock Option Agreement, will be 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-8 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.
DELOITTE & TOUCHE LLP
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Boston, MA
September 20, 1999
