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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted
[X] Definitive Proxy Statement by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
New England Business Service, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
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NEW ENGLAND BUSINESS SERVICE, INC.
Notice of Annual Meeting of Stockholders
To Be Held October 20, 2000
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of New
England Business Service, Inc., a Delaware corporation (the "Company"), will be
held at the principal executive offices of the Company, 500 Main Street,
Groton, Massachusetts, on Friday, October 20, 2000 at 10:00 a.m., local time,
for the purpose of considering and voting upon the following matters:
1. To fix the number of directors and elect a Board of Directors to serve
until the next annual meeting of stockholders and until their successors
are elected and qualified;
2. To ratify the selection of Deloitte & Touche LLP as independent auditors
of the Company for the fiscal year ending June 30, 2001; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on August 23, 2000 as
the record date for the determination of stockholders entitled to notice of and
to vote at this meeting. Accordingly, only stockholders of record at the close
of business on that date are entitled to vote at the meeting or at any
adjournment thereof.
A copy of the Company's annual report to stockholders for the fiscal year
ended June 24, 2000, which contains financial statements and other information
of interest to stockholders, accompanies this notice and the accompanying proxy
statement.
The business matters listed above are discussed more fully in the
accompanying proxy statement. Whether or not you plan to attend the meeting,
you are urged to study the proxy statement carefully and then to fill out, sign
and date the enclosed proxy card. Record holders may also vote by telephone or
through the Internet by following the instructions printed on the enclosed
proxy card.
By order of the Board of Directors
Craig Barrows
Secretary
September 15, 2000
Whether or not you plan to attend the meeting, you are requested to sign and
mail promptly the enclosed proxy which is being solicited on behalf of the
Board of Directors. A return envelope which requires no postage if mailed in
the United States is enclosed for that purpose.
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NEW ENGLAND BUSINESS SERVICE, INC.
500 Main Street
Groton, Massachusetts 01471
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
To Be Held October 20, 2000
We are mailing this proxy statement, with the accompanying proxy card, to
you on September 15, 2000 in connection with the solicitation of proxies by the
Board of Directors of New England Business Service, Inc. for the 2000 annual
meeting of stockholders and any adjournment of that meeting. The meeting will
be held on Friday, October 20, 2000, beginning at 10:00 a.m., local time, at
the principal executive offices of the Company, 500 Main Street, Groton,
Massachusetts.
INFORMATION ABOUT VOTING
Who can attend and vote at the meeting?
Stockholders of record at the close of business on August 23, 2000 are
entitled to attend and vote at the meeting. Each share of the Company's common
stock is entitled to one vote on all matters to be voted on at the meeting, and
can be voted only if the record owner is present to vote or is represented by
proxy. The proxy card provided with this proxy statement indicates the number
of shares of the Company's common stock that you own and are entitled to vote
at the meeting.
What constitutes a quorum at the meeting?
The presence at the meeting, in person or represented by proxy, of the
holders of a majority of the common stock outstanding on August 23, 2000, the
record date, will constitute a quorum for purposes of the meeting. On the
record date, 13,386,382 shares of common stock were outstanding. For purposes
of determining whether a quorum exists, proxies received but marked "withhold"
or "abstain" and so-called "broker non-votes" (described below) will be counted
as present.
How do I vote by proxy?
If you properly fill in your proxy card and our transfer agent receives it
in time to vote at the meeting, your "proxy" (one of the individuals named on
your proxy card) will vote your shares as you have directed. No postage is
required if your proxy card is mailed in the United States in the return
envelope that has been enclosed with this proxy statement.
If you sign, date and return the proxy card but do not specify how your
shares are to be voted, then your proxy will vote your shares as follows:
. To fix the number of directors at nine and to elect the persons named
below under "Election of Directors".
. To ratify the selection of Deloitte & Touche LLP as auditors for fiscal
year 2001.
. In their discretion as to any other business which may properly come
before the meeting.
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Can I vote by telephone or through the Internet?
If you hold your shares in your own name, you may vote by telephone or
through the Internet by following the instructions printed on your proxy card.
How do I vote if my shares are held by my broker?
If your shares are held by your broker in "street name", you will need to
instruct your broker concerning how to vote your shares in the manner provided
by your broker.
What discretion does my broker have to vote my shares held in "street name"?
A broker holding your shares in "street name" must vote those shares
according to any specific instructions it receives from you. If specific
instructions are not received, your broker generally may vote your shares in
its discretion, depending on the type of proposal involved. Under NYSE rules,
there are certain matters on which brokers may not vote without specific
instructions from you. If such a matter comes to a vote at the meeting, your
shares will not be voted on that matter, giving rise to what is called a
"broker non-vote". Shares represented by broker non-votes will be counted for
purposes of determining the existence of a quorum.
Can I change my vote after I return my proxy card?
Yes. You may change your vote at any time before your proxy is exercised.
To change your vote, you may:
. Deliver to our corporate secretary a written notice revoking your
earlier vote; or
. Deliver to our transfer agent a properly completed and signed proxy card
with a later date; or
. Vote again by telephone or through the Internet; or
. Vote in person at the meeting.
Your attendance at the meeting will not be deemed to revoke a previously-
delivered proxy unless you clearly indicate at the meeting that you intend to
revoke your proxy and vote in person.
How do I vote my 401(k) shares?
If you participate in the Company's 401(k) plan, you will receive a proxy
card that covers Company shares allocated to your account. Properly completed
and signed proxy cards will serve to instruct the plan trustee on how to vote
any shares allocated to your account. The plan trustee will vote all shares as
to which no instructions have been received from plan participants as directed
by the Company's retirement committee in their best judgment.
How are votes counted?
. Election of directors. Assuming that the number of directors is fixed at
nine, the nine nominees who receive the most votes of those shares
present in person or represented by proxy at the meeting will be
elected. If you do not vote for a particular nominee, or you withhold
authority for one or all nominees, your vote will have no effect on the
outcome of the election.
. Other business. The ratification of selection of auditors and approval
of all other business which may properly come before the meeting require
the favorable vote of a majority of the shares present in person or
represented by proxy at the meeting and actually voting on the matter.
Abstentions and broker non-votes, which are described above, will have
no effect on the outcome of voting on these matters.
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How is the Company soliciting proxies?
We bear the cost of preparing, assembling and mailing the proxy material
relating to the solicitation of proxies by the Board of Directors for the
meeting. In addition to the use of the mails, certain of our officers and
regular employees may, without additional compensation, solicit proxies in
person, by telephone or other means of communication. We will also request
brokerage houses, custodians, nominees and fiduciaries to forward copies of the
proxy material to those persons for whom they hold shares, and will reimburse
those record holders for their reasonable expenses in transmitting this
material.
VOTING SECURITIES
Who owns more than 5% of the Company's stock?
On August 23, 2000, there were 13,386,382 shares of common stock
outstanding. On that date, to our knowledge there were six stockholders who own
beneficially more than 5% of the common stock. The table below contains
information, as of that date (except as noted below), regarding the beneficial
ownership of these persons or entities. Unless otherwise indicated, we believe
that each of the persons or entities listed below has sole voting and investing
power with respect to all the shares of common stock indicated.
<TABLE>
<CAPTION>
Number of
Shares
Beneficially
Name and Address of Beneficial Owner Owned Percent
------------------------------------ ------------ -------
<S> <C> <C>
T. Rowe Price Associates, Inc............................. 1,364,600(1) 10.19
100 E. Pratt Street
Baltimore, MD 21202
Jay R. Rhoads, Jr......................................... 1,188,200(2) 8.87
c/o New England Business Service, Inc.
500 Main Street
Groton, MA 01471
FMR Corp. ................................................ 1,110,600(3) 8.30
82 Devonshire Street
Boston, MA 02109
David L. Babson & Company Inc............................. 954,300(4) 7.13
1 Memorial Drive
Cambridge, MA 02142
Royce & Associates, Inc................................... 862,600(5) 6.44
1414 Avenue of the Americas
New York, NY 10019
Fenimore Asset Management, Inc............................ 857,472(6) 6.41
118 North Grand Street
Cobleskill, NY 12043
</TABLE>
--------
(1) Information is based on an Amendment No. 2 to Schedule 13G dated July 10,
2000, filed with the SEC by T. Rowe Price Associates, Inc. ("Price
Associates"). These shares are owned by various individual and
institutional investors, including T. Rowe Price Small-Cap Stock Fund, Inc.
(which owns 871,000 shares, representing 6.51% of the shares outstanding),
which Price Associates serves as investment adviser with power to direct
investments and/or sole power to vote the securities. For purposes of the
reporting
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requirements of the Securities Exchange Act of 1934, Price Associates is
deemed to be the beneficial owner of these shares; however, Price Associates
expressly disclaims that it is, in fact, the beneficial owner of these
shares.
(2) Includes 5,000 shares which may be acquired within 60 days of August 23,
2000 through the exercise of stock options. Also includes 85,768 shares
owned by Mr. Rhoads's wife, as to which Mr. Rhoads disclaims beneficial
ownership.
(3) Information is based on a Form 13F dated August 11, 2000, filed with the
SEC by FMR Corp. for the period ended June 30, 2000.
(4) Information is based on a Form 13F dated August 10, 2000, filed with the
SEC by David L. Babson & Company Inc. for the period ended June 30, 2000.
(5) Information is based on a Form 13F dated July 26, 2000, filed with the SEC
by Royce & Associates, Inc. for the period ended June 30, 2000.
(6) Information is based on a Form 13F dated August 11, 2000, filed with the
SEC by Fenimore Asset Management, Inc. for the period ended June 30, 2000.
How much stock do the Company's directors and executive officers own?
On August 23, 2000, the directors and nominees, the executive officers of
the Company named in the summary compensation table below, and all of the
directors and executive officers of the Company as a group beneficially owned
the number of shares of common stock shown below:
<TABLE>
<CAPTION>
Number of Shares
Name of Beneficial Owner Beneficially Owned(1) Percent(1)
------------------------ --------------------- ----------
<S> <C> <C>
William T. End............................... 0
Neil S. Fox(2)............................... 510 *
Robert L. Gable(3)........................... 20,636 *
Benjamin H. Lacy(4).......................... 19,571 *
Thomas J. May................................ 2,346 *
Herbert W. Moller(5)......................... 9,736 *
Robert J. Murray(6).......................... 487,069 3.53
Richard H. Rhoads(7)......................... 41,478 *
Brian E. Stern(8)............................ 6,769 *
M. Anne Szostak(9)........................... 5,346 *
George P. Allman(10)......................... 84,132 *
Edward M. Bolesky(11)........................ 114,766 *
Richard T. Riley(12)......................... 28,839 *
Robert D. Warren(13)......................... 71,515 *
All directors and executive officers as a
group (18 persons)(14)...................... 1,084,915 7.61
</TABLE>
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*Less than one percent
(1) The number and percent of the shares of common stock with respect to each
named beneficial owner are calculated by assuming that all shares which may
be acquired by such person within 60 days of August 23, 2000 are
outstanding.
(2) Shares owned jointly by Mr. Fox and his wife.
(3) Includes (a) 12,636 shares owned by Mr. Gable individually; (b) 5,000
shares which may be acquired within 60 days of August 23, 2000 through the
exercise of stock options; and (c) 3,000 shares owned by Mr. Gable's wife
individually, as to which Mr. Gable disclaims beneficial ownership.
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(4) Includes (a) 16,571 shares owned by Mr. Lacy individually; and (b) 3,000
shares which may be acquired within 60 days of August 23, 2000 through the
exercise of stock options.
(5) Includes (a) 1,000 shares owned by Mr. Moller individually; (b) 3,736
shares owned jointly by Mr. Moller and his wife; and (c) 5,000 shares which
may be acquired within 60 days of August 23, 2000 through the exercise of
stock options.
(6) Includes (a) 75,642 shares owned jointly by Mr. Murray and his wife; (b)
404,777 shares which may be acquired within 60 days of August 23, 2000
through the exercise of stock options; (c) 3,424 restricted shares awarded
under the Company's stock compensation plan (as to which he has sole voting
power, but no investment power); and (d) 3,226 equivalent shares allocated
to his account in the Company's 401(k) plan.
(7) Includes (a) 34,478 shares owned by Mr. Rhoads individually; (b) 6,000
shares which may be exercised within 60 days of August 23, 2000 through the
exercise of stock options; and (c) 1,000 shares owned by Mr. Rhoads's wife
individually, as to all of which shares Mr. Rhoads disclaims beneficial
ownership.
(8) Includes (a) 636 shares owned by Mr. Stern individually; (b) 3,000 shares
which may be exercised within 60 days of August 23, 2000 through the
exercise of stock options; and (c) 3,133 shares owned by Mr. Stern's wife
individually, as to which Mr. Stern disclaims beneficial ownership.
(9) Includes (a) 836 shares owned by Ms. Szostak individually; (b) 1,510 shares
owned jointly by Ms. Szostak and her husband; and (c) 3,000 shares which
may be acquired within 60 days of August 23, 2000 through the exercise of
stock options.
(10) Includes (a) 80 shares owned by Mr. Allman individually; (b) 15,177 shares
owned jointly by Mr. Allman and his wife; (c) 65,777 shares which may be
acquired within 60 days of August 23, 2000 through the exercise of stock
options; (d) 1,583 restricted shares awarded under the Company's stock
compensation plan (as to which he has sole voting power, but no investment
power); and (e) 1,515 equivalent shares allocated to his account in the
Company's 401(k) plan.
(11) Includes (a) 1,581 shares owned by Mr. Bolesky individually; (b) 104,293
shares which may be acquired within 60 days of August 23, 2000 through the
exercise of stock options; (c) 1,179 restricted shares awarded under the
Company's stock compensation plan (as to which he has sole voting power,
but no investment power); (d) 6,713 equivalent shares allocated to his
account in the Company's 401(k) plan; and (e) 1,000 shares owned by Mr.
Bolesky's daughter individually, as to which Mr. Bolesky disclaims
beneficial ownership.
(12) Includes (a) 27,500 shares which may be acquired within 60 days of August
23, 2000 through the exercise of stock options; and (b) 1,339 restricted
shares awarded under the Company's stock compensation plan (as to which he
has sole voting power, but no investment power).
(13) Includes (a) 520 shares owned by Mr. Warren individually; (b) 3,000 shares
owned jointly by Mr. Warren and his wife; (c) 65,077 shares which may be
acquired within 60 days of August 23, 2000 through the exercise of stock
options; (d) 1,325 restricted shares awarded under the Company's stock
compensation plan (as to which he has sole voting power, but no investment
power); and (e) 1,593 equivalent shares allocated to his account in the
Company's 401(k) plan.
(14) Includes (a) 80,894 shares owned by directors and executive officers
individually; (b) 100,576 shares owned jointly by directors and executive
officers and their respective spouses; (c) 863,344 shares which may be
acquired within 60 days of August 23, 2000 through the exercise of stock
options; (d) 12,238 restricted shares awarded to the executive officers
under the Company's stock compensation plan (as to which each has sole
voting power, but no investment power); (e) 19,730 equivalent shares
allocated to the
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accounts of the executive officers under the Company's 401(k) plan; and (f)
8,133 shares owned individually by spouses or children of directors and
executive officers, as to which the directors and executive officers
disclaim beneficial ownership.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the federal securities laws, the directors and executive officers of
the Company, and certain persons who own more than 10% of the common stock are
required to report their ownership of the common stock and changes in that
ownership to the SEC and the NYSE. Specific due dates for these reports have
been established, and we are required to report in this proxy statement any
failure to file by these dates during the Company's fiscal year 2000.
Based solely on our review of copies of the reports we have received, or
written representations from certain reporting persons, we believe that, during
the Company's fiscal year 2000, all of these reporting requirements were timely
satisfied by our directors, executive officers and 10% holders, except that a
Form 4 reporting the purchase by an executive officer of 1,000 shares in
December 1999 was inadvertently filed late on January 11, 2000.
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PROPOSAL ONE
ELECTION OF DIRECTORS
Who sits on the Company's Board of Directors?
The Company's by-laws provide for a Board of Directors of not fewer than
three nor more than nine directors. The Board of Directors currently consists
of nine members.
You are being asked to fix the number of directors for the next year at nine
and to vote for all nine directors at the meeting. Richard H. Rhoads, a
director since 1970, has decided to retire from the Board and will not be
standing for re-election. The Board is nominating all eight remaining current
directors for re-election, and is nominating Mr. William T. End, who is not
currently a director, for election at the meeting. Persons elected as directors
at the meeting will hold office until the next annual meeting of stockholders
and until their respective successors are elected and qualified, subject to
their prior death, resignation or removal.
All of the nominees other than Mr. End were elected as directors at the 1999
annual meeting of stockholders. We have no reason to believe that any of the
nominees will be unavailable to serve if elected. However, if any one of them
becomes unavailable, the persons named as proxies in the accompanying proxy
card have discretionary authority to vote for a substitute chosen by the Board.
Any vacancies not filled at the meeting may be filled by the Board.
Information About the Nominees
William T. End, age 52, has been chairman and chief executive officer of
Cornerstone Brands, Inc., a catalog retailer, since 1995. Prior to that he was
president and chief executive officer of Lands' End, Inc., a catalog retailer,
from 1991 to 1995. Mr. End is a director of Cornerstone Brands, Inc. and IDEXX
Laboratories, Inc.
Neil S. Fox, age 60, has been a director of the Company since 1999. Mr. Fox
has been chairman and chief executive officer of Neil Fox Consultancy, Inc.,
which provides consulting services in the field of database and direct response
marketing, since February 2000. Prior to that he was chairman and chief
executive officer of Lowe Fox Pavlika, a marketing consulting firm affiliated
with the Interpublic Group of Companies, from 1998 to February 2000. Prior to
that he was chairman of Fox Pavlika & Partners for more than five years.
Robert L. Gable, age 69, has been a director of the Company since 1996. Mr.
Gable was chairman of Unitrode Corporation, a supplier of electronic components
and sub-systems, from 1990 until his retirement in 1998, and was chief
executive officer of Unitrode from 1990 to 1997. Mr. Gable is a director of
Evercel, Inc. and Ibis Technology Corporation.
Benjamin H. Lacy, age 74, has been a director of the Company since 1970. Mr.
Lacy's principal occupation since 1995 has been as chairman of the board and
president of the Clipper Ship Foundation, Inc., a grant-making charitable
foundation. Prior to that he was a partner of, and subsequently of counsel to,
the law firm of Hill & Barlow, a professional corporation, which has served as
counsel to the Company since 1973.
Thomas J. May, age 53, has been a director of the Company since 1999. Mr.
May has been chairman and chief executive officer of NSTAR, an energy utility
holding company formed in connection with the combination of BEC Energy and
Commonwealth Energy Systems, and its principal operating subsidiaries since
1999. Prior to that he was chairman and chief executive officer of BEC Energy,
an energy utility holding company, and its principal operating subsidiaries
from 1998 to 1999. He has been chairman and chief executive
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officer of Boston Edison Company, a regulated holding company, since 1994, and
was president of Boston Edison from 1994 to 1999. Mr. May is a trustee of NSTAR
and a director of FleetBoston Financial Corporation, Liberty Financial
Companies, Inc. and RCN Corporation.
Herbert W. Moller, age 59, has been a director of the Company since 1996.
Mr. Moller retired from The Gillette Company, a diversified consumer products
company, in 1998, having been with Gillette for 32 years. From 1992 until his
retirement in 1998, Mr. Moller was vice president, finance and strategic
planning, Gillette North Atlantic Group.
Robert J. Murray, age 59, has been a director of the Company since 1991. Mr.
Murray has been chairman of the board, president and chief executive officer of
the Company since 1995. Mr. Murray retired from The Gillette Company in 1995,
having been with Gillette for more than 34 years. From 1991 until his
retirement in 1995, Mr. Murray was executive vice president, North Atlantic
Group of Gillette. Mr. Murray is a director of LoJack Corporation and Allmerica
Financial Corporation.
Brian E. Stern, age 52, has been a director of the Company since 1995. Mr.
Stern has been senior vice president of Xerox Corporation, a provider of
document processing products and services, and president of Xerox Technology
Enterprises since 1999. From 1994 to 1999, he was senior vice president and
president of the Office Document Products Group of Xerox. Mr. Stern is a
director of HON Industries, Inc. and Esselte AB.
M. Anne Szostak, age 50, has been a director of the Company since 1998. Ms.
Szostak has been executive vice president and corporate director of human
resources of FleetBoston Financial Corporation (formerly known as Fleet
Financial Group, Inc.), a diversified financial services company, since 1998.
From 1994 to 1998, Ms. Szostak was senior vice president and corporate director
of human resources of Fleet. Ms. Szostak is a director of Providence Energy
Corporation and Tupperware Corporation.
What committees has the Board established?
The Board of Directors has standing audit, organization and compensation,
nominating, and executive committees.
The audit committee recommends the selection of the Company's outside
auditors, and acts as a direct channel between the independent auditors and the
Board. In addition, the committee reviews the Company's audited financial
statements with the outside auditors, and reports to the Board its assessment
of the quality and performance of the Company's internal auditors and
independent accountants, and the adequacy of the Company's financial controls.
During fiscal year 2000, members of the committee were Mr. Moller (chairman)
and, prior to October 22, 1999, Mr. Lacy and Ms. Szostak. At the annual meeting
of the Board on that date, Messrs. Gable and May were appointed to the
committee in place of Mr. Lacy and Ms. Szostak. The committee met four times
during the last fiscal year.
The organization and compensation committee reviews and makes
recommendations to the Board of Directors concerning the election of officers
and the compensation of the officers and directors. In addition, the committee
administers and grants awards under the Company's stock compensation plan and,
beginning on October 22, 1999, it administers and grants awards under the
Company's stock option plans. During fiscal year 2000, members of the committee
were Messrs. Gable and Lacy (chairman) and, prior to October 22, 1999,
Ms. Szostak. At the annual meeting of the Board on that date, Mr. May was
appointed to the committee in place of Ms. Szostak. The committee met four
times during the last fiscal year.
Prior to October 22, 1999, the Board of Directors had a stock option
committee, consisting of Messrs. Gable and Lacy (chairman), which administered
and granted awards under the Company's stock option plans. Following
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the annual meeting of the Board on October 22, 1999, the duties of the stock
option committee were assumed by the organization and compensation committee,
and the separate existence of the stock option committee ceased on that date.
The committee met two times during the last fiscal year.
The nominating committee recommends to the Board of Directors persons to be
nominated for election as directors by the stockholders at the annual meeting
of stockholders or by the Board of Directors to fill vacancies. During fiscal
year 2000, members of the committee were Mr. Stern and, prior to October 22,
1999, Messrs. Gable and Rhoads (chairman). At the annual meeting of the Board
on that date, Mr. Fox and Ms. Szostak were appointed to the committee in place
of Messrs. Gable and Rhoads, and Ms. Szostak was appointed chairman. The
committee recommended the persons nominated for election as directors by the
stockholders at the 2000 annual meeting of stockholders.
The executive committee may exercise all of the authority of the Board,
except those powers that are expressly reserved to the Board by law, the
Company's charter or by-laws or resolution of the Board. During fiscal year
2000, members of the committee were Messrs. Lacy, Moller, Murray (chairman),
Rhoads and, beginning on October 22, 1999, Ms. Szostak. The committee met or
acted by unanimous written consent ten times during the last fiscal year.
How often did the Board meet in fiscal year 2000?
The Board of Directors met or acted by unanimous written consent twelve
times during the last fiscal year. All of the directors attended at least 75%
of the meetings of the Board of Directors and committees of the Board on which
they served.
How are the directors compensated?
Directors who are also employees of the Company receive no additional
compensation for serving on the Board or its committees.
Non-employee directors receive as compensation for all services as directors
an annual retainer of $18,000, plus $1,000 for each Board meeting and each
committee meeting (not held on the same day as a Board meeting) which they
attend. The annual retainer is paid 50% in cash and 50% in shares of common
stock in accordance with the Company's stock compensation plan. Each chairman
of a committee (other than Mr. Murray) receives an additional annual fee of
$2,000.
Under the terms of the Company's 1997 key employee and eligible director
stock option and stock appreciation rights plan, each non-employee director is
annually granted on the tenth day following his or her election at the annual
meeting of stockholders an option to purchase 1,000 shares of common stock. In
the case of the first annual meeting of stockholders at which a director is
elected, the option grant to that director is for 3,000 shares. Each of these
option grants becomes exercisable one year after the date of grant, and expires
ten years after the date of grant.
Non-employee directors may defer receipt of their cash fees and retainers
pursuant to a deferral plan. Deferred amounts are generally paid to the
director beginning on the first day of the first fiscal year beginning after
the director's 70th birthday, and may be paid in a lump sum at that time or in
quarterly installments over a period not to exceed ten years. Interest is
credited to each participating director's account quarterly at the so-called
"base rate" of interest of BankBoston, N.A. (or its successor, Fleet National
Bank) on the last preceding June 30th and December 31st. None of the current
directors has elected to defer payments as described above.
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EXECUTIVE COMPENSATION
How were the executive officers compensated for fiscal year 2000?
The following table sets forth all compensation paid by the Company to the
chief executive officer and each of the other four most highly compensated
executive officers of the Company, who are collectively referred to as the
"named executive officers", in all capacities for the last three fiscal years.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
---------------------
Annual Compensation Awards(1)
--------------------------------- ---------------------
Restricted Securities
Name and Other Annual Stock Underlying All Other
Principal Position Year Salary Bonus(2) Compensation(3) Awards(4) Options(#) Compensation(5)
------------------ ---- -------- -------- --------------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert J. Murray........ 2000 $500,000 $113,988 $12,089 $37,993 25,000 $10,590
Chairman, President 1999 500,000 129,151 37,871 43,048 50,000 10,590
and CEO 1998 393,800 161,079 37,492 -- 35,000 10,590
George P. Allman........ 2000 185,000 34,113 -- 11,350 10,000 10,333
Senior Vice President, 1999 175,000 84,060 -- 28,006 15,000 10,293
President, Diversified 1998 165,000 65,010 -- -- 11,000 10,089
Operations
Edward M. Bolesky....... 2000 200,000 34,368 -- 11,433 10,000 15,192
Senior Vice President, 1999 180,000 51,009 -- 16,978 15,000 15,113
President, NEBS Direct 1998 180,000 81,538 -- -- 13,100 15,013
Marketing
Richard T. Riley(6)..... 2000 200,000 64,814 -- 21,601 10,000 11,300
Senior Vice President, 1999 200,000 24,249 -- 8,054 15,000 42,581
President, Rapidforms 1998 105,115 42,500 -- -- 20,000 6,879
Robert D. Warren........ 2000 171,250 53,656 -- 17,866 9,000 10,280
Senior Vice President, 1999 170,000 37,640 -- 12,544 14,000 10,273
Business Management and 1998 162,500 60,268 -- -- 11,600 8,369
Development
</TABLE>
--------
(1) The Company has not issued stock appreciation rights. In addition, the
Company does not maintain a "long-term incentive plan," as that term is
defined by applicable rules. Securities underlying options are shares of
common stock.
(2) For fiscal years 1999 and 2000, 25% of each named executive officer's
annual bonus was paid in the form of restricted shares in lieu of cash. The
dollar value of these restricted shares is excluded from the amounts
reported in this column, and is set forth under the column heading
"Restricted Stock Awards".
(3) The amounts reported are the value of the Company's reimbursement to Mr.
Murray for his tax liability arising from the Company's payment of certain
occupancy expenses associated with his residence in Boston, Massachusetts.
(4) The amounts reported are the value of restricted shares that were awarded
to each named executive officer under the Company's stock compensation plan
in lieu of cash as part of his annual bonus for fiscal years 1999 and 2000.
The awards vest on the third anniversary of the date of grant, except that
such awards will
10
<PAGE>
vest immediately in case of the holder's death, disability or retirement, or
a change in control of the Company. Dividends are payable on unvested awards
to the same extent as they are paid on the common stock generally, except
that such dividend payments are automatically reinvested in shares of common
stock, and the additional shares are subject to the same restrictions that
are applicable to the underlying restricted shares.
As of June 24, 2000, each of the named executive officers held the
following number of unvested shares of restricted stock having the
corresponding fiscal year-end values:
<TABLE>
<CAPTION>
Value at
Number of Fiscal
Name Shares Year End
---- ------------ --------------
<S> <C> <C>
Robert J. Murray.................................. 1,593 $23,691
George P. Allman.................................. 1,036 16,058
Edward M. Bolesky................................. 628 9,934
Richard T. Riley.................................. 298 4,619
Robert D. Warren.................................. 464 7,192
--------
(5) The table below presents the components of this column for fiscal year
2000, which represent (a) the value of Company contributions to the account
of each named executive officer pursuant to the terms of the Company's
401(k) plan (in the case of Mr. Riley, the Rapidforms 401(k) plan), and (b)
the value of premiums paid by the Company on group term life insurance for
the benefit of the named executive officers.
<CAPTION>
Group Term
401(k) Plan Life Insurance
Name Contribution Premium
---- ------------ --------------
<S> <C> <C>
Robert J. Murray.................................. $ 9,600 $ 990
George P. Allman.................................. 9,600 733
Edward M. Bolesky................................. 14,400 792
Richard T. Riley.................................. 11,240 60
Robert D. Warren.................................. 9,600 680
</TABLE>
--------
(6) Mr. Riley was elected an executive officer of the Company effective January
23, 1998.
11
<PAGE>
Stock Option Plan
The following table provides details regarding stock options granted to the
named executive officers during the last fiscal year under the Company's 1997
key employee and eligible director stock option and stock appreciation rights
plan. The table also shows hypothetical values of the common stock obtainable
upon exercise of each option grant, net of the option's exercise price,
assuming that the market price of the common stock appreciates at compound
annual rates of 5% and 10% over the ten-year term of the option. The assumed
rates of appreciation are presented as examples pursuant to the SEC's rules on
disclosure of executive compensation. We do not advocate or necessarily agree
that these rates are indicative of future growth in the market price of the
common stock.
<TABLE>
<CAPTION>
Potential
Realizable Value at
Assumed Annual
Rates of Stock
Appreciation For
Option Term
-------------------
Number of % of Total
Shares Options Exercise
Underlying Granted To Price
Options Employees Per Expiration
Name Granted(1) In Fiscal Year Share Date 5% 10%
---- ---------- -------------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Murray........ 25,000 6.36% $27.6875 9/8/2009 $435,313 $1,103,169
George P. Allman........ 10,000 2.54% 27.6875 9/8/2009 174,125 441,267
Edward M. Bolesky....... 10,000 2.54% 27.6875 9/8/2009 174,125 441,267
Richard T. Riley........ 10,000 2.54% 27.6875 9/8/2009 174,125 441,267
Robert D. Warren........ 9,000 2.29% 27.6875 9/8/2009 156,713 397,141
</TABLE>
Option Grants in Last Fiscal Year
--------
(1) The stock options awarded vest annually in four equal installments
beginning on September 8, 2000 and ending on September 8, 2003, except that
all of such options will vest immediately in case of a change in control of
the Company.
As indicated in the following table, none of the named executive officers
exercised stock options during the last fiscal year. In addition, the table
includes the number of shares underlying both exercisable and unexercisable
stock options at the end of the last fiscal year. The table also shows the
value of "in-the-money" options, which represents the positive spread, if any,
between the exercise prices of stock options held by each named executive
officer and the closing price ($15.50) of the common stock on June 23, 2000,
the last trading day of fiscal year 2000.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year End Option Values
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options at Fiscal Year In-the-Money Options at
End Fiscal Year End
------------------------- -------------------------
Number of
Shares
Acquired Value
Name At Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Murray........ -- -- 366,027 120,001 $ 3,378 $ 0
George P. Allman........ -- -- 52,027 33,251 1,097 0
Edward M. Bolesky....... -- -- 90,543 35,301 13,163 0
Richard T. Riley........ -- -- 13,750 31,250 0 0
Robert D. Warren........ -- -- 51,827 31,551 1,097 0
</TABLE>
12
<PAGE>
Stock Compensation Plan
Under the Company's stock compensation plan, the organization and
compensation committee may grant awards of common stock to officers and other
key employees in lieu of cash in payment of all or part of their regular,
bonus, or other special compensation. For fiscal year 2000, 25% of each named
executive officer's annual bonus was paid in common stock. The number of shares
awarded to each named executive officer was determined by the $20.75 closing
price of the common stock on the NYSE on July 31, 2000, which was the third
business day following the public release of the Company's financial results
for the fourth quarter of fiscal year 2000. The shares awarded as described
above were issued in the form of restricted stock. The material terms of the
awards are described in footnote 4 to the summary compensation table.
Deferred Compensation Plan
Officers of the Company, including the named executive officers, may defer,
until 60 days following the termination of employment with the Company, a
portion of all compensation payable by the Company for personal services
rendered to the Company. Each participating officer may request that the
deferred amounts be allocated among several available investment options
established and offered by the Company, subject to approval by the Company's
retirement committee. The benefit payable under the plan at any time to a
participant following termination of employment is equal to the applicable
deferred amounts, plus or minus any earnings or losses attributable to the
investment of such deferred amounts. The amount of compensation in any given
fiscal year that is deferred by a named executive officer is included in the
summary compensation table under the column headings "salary" or "bonus", as
appropriate.
The Company has established a trust for the benefit of participants in the
deferred compensation plan. Pursuant to the terms of the trust, as soon as
possible after any deferred amounts have been withheld from a plan participant,
the Company will contribute such deferred amounts to the trust to be held for
the benefit of the participant in accordance with the terms of the plan and the
trust. However, the assets in the trust will become available to the Company's
creditors if the Company becomes insolvent or bankrupt. If the funds in the
trust are insufficient to pay amounts due under the plan to a participant, the
Company remains obligated to pay any deficiency.
13
<PAGE>
Supplemental Executive Retirement Plan
The Company maintains a supplemental executive retirement plan, or SERP, for
key employees who are designated as participants by the organization and
compensation committee. Benefits under the SERP are payable as a life annuity
upon normal retirement at age 65, or in a reduced amount in the event of
earlier retirement on or after age 55, and are based on age, length of service
(not less than 5 years), the participant's annual base salary at the time of
termination of employment, and an average of the participant's three highest
bonuses paid during the five years immediately preceding the termination of the
participant's employment. Benefits payable under the SERP are not subject to
any reduction for Social Security or other offset amounts. The following table
shows the annual benefit payable under the SERP to participants who retire at
or after the age 65.
Retirement Benefit Table
<TABLE>
<CAPTION>
Annual Retirement Benefit
Average Final Compensation ---------------------------------------
Used as Basis for 5 Years of 10 Years of 15 or More
Computing Retirement Benefit Service Service Years of Service
---------------------------- ---------- ----------- ----------------
<S> <C> <C> <C>
$200,000 $ 27,500 $ 55,000 $ 75,000
300,000 41,250 82,500 112,500
400,000 55,000 110,000 150,000
500,000 68,750 137,500 187,500
600,000 82,500 165,000 225,000
700,000 96,250 192,500 262,500
</TABLE>
As of June 24, 2000, Mr. Bolesky, who is the only named executive officer
who participates in the SERP, had 7 years of service for purposes of the SERP.
Change-in-Control Arrangements
The Company has entered into agreements with each named executive officer
providing for certain benefits in the event of a change in control of the
Company. A change in control includes, among other events and subject to
certain exceptions, the acquisition by any person of beneficial ownership of
35% or more of the outstanding common stock. If a tender offer or exchange
offer is made for more than 25% of the outstanding common stock, the named
executive officer has agreed not to leave the employ of the Company, except in
the case of disability or retirement, and to continue to render services to the
Company until such offer has been abandoned or terminated or a change in
control has occurred.
If, within 24 months after a change in control of the Company, the named
executive officer's employment is terminated (1) by the Company other than for
cause (as defined in the agreement), disability or retirement or (2) by the
named executive officer for good reason (as defined in the agreement), the
Company has agreed to pay the named executive officer, in addition to salary,
benefits and awards accrued through the date of termination, an amount equal to
1.5 times the sum of the named executive officer's then current annualized base
salary, plus the average of the actual bonuses earned during each of the three
most recent fiscal years ending on or before the date of the change in control.
The Company has also agreed to provide the named executive officer with
benefits under all employee welfare benefit plans, or equivalent benefits, for
up to 30 months following such termination. The Company must give 90 day
advance notice of termination to the named executive officer unless such
termination is for cause.
Each change in control agreement continues in effect until July 1, 2001;
provided, however, that the agreement continues in effect for 24 months
following a change in control that occurs during the term of the
14
<PAGE>
agreement. Except as otherwise provided in the change in control agreement, the
Company and each named executive officer may terminate the named executive
officer's employment at any time. Each change in control agreement terminates
if either party terminates the named executive officer's employment before a
change in control.
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
Prior to October 22, 1999, the members of the organization and compensation
committee were Messrs. Gable and Lacy and Ms. Szostak. At the annual meeting of
the Board on October 22, 1999, Mr. May was appointed to the organization and
compensation committee in place of Ms. Szostak. At the same time the duties of
the stock option committee, then consisting of Messrs. Gable and Lacy, were
assumed by the organization and compensation committee, and the separate
existence of the stock option committee ceased on that date.
At the end of fiscal year 2000, the Company had outstanding borrowings of
approximately $40,050,000 from Fleet National Bank, one of several banks party
to an unsecured, revolving line of credit with the Company. Fleet National Bank
is a wholly owned subsidiary of FleetBoston Financial Corporation, of which Ms.
Szostak is an executive officer.
REPORT OF THE ORGANIZATION AND COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
What is our executive compensation philosophy?
The organization and compensation committee, in exercising responsibility
for setting base salary and total compensation levels, retains a nationally
recognized compensation and benefits consulting firm to assist in the annual
review of the direct compensation of the executive officers of the Company.
In providing for the compensation of the executive officers, salary ranges
for executive officers are targeted to reflect a midpoint which in general is
about the 50th percentile of the base salaries of officers in similar positions
in a representative group of non-durable goods manufacturers and direct
marketing companies of comparable size. In addition, annual bonuses are
provided for, the payment and the amount of which depend upon the degree of
attainment of pre-established Company and business unit sales and earnings
targets and, in some instances and to varying extents, upon the attainment of
pre-established individual objectives. Long-term compensation is tied directly
to the increase in value of the common stock, and hence takes the form of stock
options, with option prices equal to 100% of current market value, in amounts
reflecting the level of responsibility of the grantees for the Company's long-
range success.
In determining its executive compensation policies from year to year, the
Company expects to take appropriate measures to prevent the employee
remuneration paid by it from being rendered non-deductible by operation of the
terms of Section 162(m) of the Internal Revenue Code. Such measures may include
(1) limiting the amount of non-performance-based compensation paid to any
employee, and (2) complying with the statutory requirements for exempting
performance-based compensation from non-deductibility by obtaining stockholder
approval of qualified performance-based plans. In October 1997, such approval
was obtained for the Company's 1997 key employee and eligible director stock
option and stock appreciation rights plan.
15
<PAGE>
How were executive base salaries determined for fiscal year 2000?
The individual salaries of the executive officers for fiscal year 2000 were
recommended by the organization and compensation committee and approved by the
Board of Directors at the beginning of that year in accordance with the above-
stated policy. These salary recommendations were made after review of
individual performance evaluations by the chief executive officer and
discussion with him of the performance of the Company during fiscal year 1999
and of the individual performances of the executive officers (other than
himself) during that year.
How were annual executive bonuses determined for fiscal year 2000?
At the beginning of fiscal year 2000, all of the executive officers were
designated as participants in the Company's annual executive bonus plan and
target bonuses of 70% of base salary for the chief executive officer and 60% of
base salary for the other executive officers were established. A combination of
financial performance targets in a range from 70% to 100% and personal
objectives in a range from 0% to 30% of the target bonus were established as
the goals for the achievement of 100% of the target bonus for each of the
executive officers.
Based on these criteria, the chief executive officer received a bonus of
30.4% of his base salary and the other executive officers received bonuses
ranging from 22.9% to 43.2% of their respective base salaries.
Were stock options granted to executives in fiscal year 2000?
In September 1999, the stock option committee, employing the Black-Scholes
methodology, authorized the granting of a stock option to the chief executive
officer to purchase shares with a market value on the date of grant equal to
110% of his fiscal year 2000 base salary. At the same meeting, options were
granted to the other executive officers for shares with a market value of 90%
of their respective fiscal year 2000 base salaries. In all cases, the per share
option exercise price for options granted by the committee in fiscal year 2000
was set at 100% of the then current market value of a share of the common
stock.
How was the chief executive officer's compensation determined for fiscal year
2000?
The process by which the compensation of Robert J. Murray, as chairman,
president and chief executive officer, was arrived at is as stated above and
differed in no material way from that employed with respect to the other
executive officers. With Mr. Murray's base salary being in an appropriate range
as determined by the committee's independent compensation consultant, there was
no adjustment made to Mr. Murray's base salary for fiscal year 2000.
Because Mr. Murray's principal residence is located more than 75 miles from
the Company's headquarters, the Company pays certain occupancy expenses
associated with a second residence within a shorter commuting distance and
reimburses Mr. Murray for his tax liability arising from this arrangement.
Otherwise, Mr. Murray was not provided any fringe benefits other than those
available to all officers of the Company.
Organization and Compensation Committee
Robert L. Gable
Benjamin H. Lacy (Chairman)
Thomas J. May
16
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has contracted to obtain Internet marketing services over a 12-
month term from iProspect.com, Inc., for which services the Company has agreed
to pay iProspect.com, Inc. $120,000. The president of iProspect.com, Inc. is
the son of Robert J. Murray, who is the chief executive officer and a director
of the Company. Management believes that the terms of iProspect.com, Inc.'s
engagement are no less favorable to the Company than could have been obtained
from a comparably qualified unrelated third party.
Certain other relationships involving the Company's directors and executive
officers are disclosed under the heading "Compensation Committee Interlocks and
Insider Participation in Compensation Decisions".
17
<PAGE>
PERFORMANCE GRAPH
The following chart compares the value of $100 invested in the Company's
common stock from June 30, 1995 through June 24, 2000 with a similar investment
in the S&P 600 small cap stock index, and in a peer group consisting of eight
publicly held companies selected on the basis of similarity to the Company in
the nature of products offered, marketing and distribution channels utilized
and customer markets served. The comparison assumes that all dividends are
reinvested. American Business Products, Inc., which was previously included in
the peer group, was acquired by Mail-Well, Inc. in February 2000. As a result,
American Business Products has been omitted from the peer group companies in
the presentation below.
[GRAPH]
<TABLE>
<CAPTION>
S&P Peer
NEBS 600 Group
<S> <C> <C> <C>
FYE 1995................................................... 100.00 100.00 100.00
FYE 1996................................................... 102.94 126.01 128.25
FYE 1997................................................... 141.85 151.21 116.61
FYE 1998................................................... 173.42 181.05 105.79
FYE 1999................................................... 156.78 173.08 110.70
FYE 2000................................................... 93.44 198.76 71.79
Peer Group Companies:
Deluxe Corporation Moore Corporation, Ltd. Systemax Inc.
Ennis Business Forms, The Reynolds & Reynolds Wallace Computer
Inc. Co. Services, Inc.
John H. Harland Co. The Standard Register
Co.
</TABLE>
18
<PAGE>
PROPOSAL TWO
RATIFICATION OF SELECTION OF AUDITORS
Upon the recommendation of its audit committee, the Board of Directors
selected the firm of Deloitte & Touche LLP as auditors of the Company for the
fiscal year ending June 30, 2001, subject to ratification by the stockholders
at the 2000 annual meeting of stockholders. A representative of Deloitte &
Touche LLP, which served as auditors for fiscal year 2000, is expected to be
present at the meeting, with the opportunity to make a statement if he or she
desires to do so, and to be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 2001 annual
meeting of stockholders must be received by the Company, at its offices at 500
Main Street, Groton, Massachusetts 01471, no later than May 18, 2001, in order
to be considered for inclusion in the Company's proxy statement and proxy card
relating to that meeting in accordance with Rule 14a-8 under the Securities
Exchange Act of 1934.
Additionally, under the advance notice provisions in our by-laws, director
nominations or any other proposals to be presented outside of the processes of
Rule 14a-8 by a stockholder from the floor of the 2001 annual meeting of
stockholders must be submitted by the stockholder to our corporate secretary at
the above address no later than July 22, 2001 and no earlier than June 22,
2001. The notice must contain the information required by the by-laws. These
advance notice provisions are separate from the requirements which a
stockholder must meet in order to have a proposal included in the Company's
proxy statement under Rule 14a-8.
AMENDMENTS TO THE COMPANY'S BY-LAWS
At a regular meeting held on July 28, 2000, the Board amended the by-laws to
enable stockholders of record to vote their shares by proxy at meetings of
stockholders by electronic means. As a result of this amendment, stockholders
of record will be able to vote their shares by proxy at the 2000 annual meeting
of stockholders by telephone or through the Internet by following the
instructions printed on their proxy card.
You may obtain a copy of our by-laws without charge by writing to our
corporate secretary, New England Business Service, Inc., 500 Main Street,
Groton, MA 01471.
DIRECTOR NOMINATIONS
The nominating committee will consider your suggestions regarding potential
candidates for Board membership as part of the committee's review of the
composition of the Board. Your recommendations may be sent to the nominating
committee through our corporate secretary at the above address.
ANNUAL REPORT ON FORM 10-K
You may obtain a copy of our annual report on Form 10-K for the fiscal year
ended June 24, 2000 (without exhibits) without charge by writing to: Investor
Relations, New England Business Service, Inc., 500 Main Street, Groton, MA
01471.
19
<PAGE>
0626-PS-00
<PAGE>
ZNEB5B DETACH HERE
PROXY
NEW ENGLAND BUSINESS SERVICE, INC.
Meeting of Stockholders -- October 20, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF NEW ENGLAND BUSINESS SERVICE, INC.
The undersigned stockholder in New England Business Service, Inc. (the
"Company") hereby appoints Robert J. Murray and Daniel M. Junius and each of
them, attorneys, agents and proxies, with power of substitution to each, to vote
all shares of Common Stock that the undersigned is entitled to vote, and, if
applicable, hereby directs the trustee of the 401(k) Plan for Employees of New
England Business Service, Inc. (the "Plan") to vote all shares of Common Stock
of the Company allocated to the account of the undersigned or otherwise which
the undersigned is entitled to vote pursuant to the Plan, at the Annual Meeting
of Stockholders of the Company to be held at the offices of the Company, 500
Main Street, Groton, Massachusetts on October 20, 2000 at 10:00 a.m., local
time, and any adjournments thereof.
--------------- ---------------
| SEE REVERSE | | SEE REVERSE |
| SIDE | CONTINUED AND TO BE SIGNED ON REVERSE SIDE | SIDE |
--------------- ---------------
<PAGE>
<TABLE>
<S> <C>
----------------------- ----------------------
| Vote by Telephone | | Vote by Internet |
----------------------- ----------------------
It's fast, convenient, and immediate! It's fast, convenient, and your vote is
Call Toll-Free on a Touch-Tone Phone immediately confirmed and posted.
1-877-PRX-VOTE (1-877-779-8683).
----------------------------------------------------------- ----------------------------------------------------------------
| FOLLOW THESE FOUR EASY STEPS: | | FOLLOW THESE FOUR EASY STEPS: |
| | | |
| 1. READ THE ACCOMPANYING PROXY STATEMENT AND | | 1. READ THE ACCOMPANYING PROXY STATEMENT AND |
| PROXY CARD. | | PROXY CARD. |
| | | |
| 2. CALL THE TOLL-FREE NUMBER | | 2. GO TO THE WEBSITE |
| 1-877-PRX-VOTE (1-877-779-8683). | | http://www.eproxyvote.com/neb |
| | | |
| 3. ENTER YOUR 14-DIGIT VOTER CONTROL NUMBER | | 3. ENTER YOUR 14-DIGIT VOTER CONTROL NUMBER |
| LOCATED ON YOUR PROXY CARD ABOVE YOUR NAME. | | LOCATED ON YOUR PROXY CARD ABOVE YOUR NAME. |
| | | |
| 4. FOLLOW THE RECORDED INSTRUCTIONS. | | 4. FOLLOW THE INSTRUCTIONS PROVIDED. |
----------------------------------------------------------- ----------------------------------------------------------------
YOUR VOTE IS IMPORTANT! YOUR VOTE IS IMPORTANT!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/neb anytime!
</TABLE>
DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET
ZNEB5A DETACH HERE
[X] PLEASE MARK VOTES AS
IN THIS EXAMPLE.
<TABLE>
<S> <C>
----
|
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF NO CONTRARY INSTRUCTIONS ARE
INDICATED, THIS PROXY WILL BE VOTED IN FAVOR OF ALL PROPOSALS AS DESCRIBED IN DETAIL IN THE PROXY STATEMENT.
1. To fix the number of persons constituting the full 2. To ratify the selection of FOR AGAINST ABSTAIN
Board of Directors at nine and to elect the Deloitte & Touche LLP as [_] [_] [_]
following nominees as directors: independent auditors of the
(01) William T. End, (02) Neil S. Fox, Company for the current fiscal
(03) Robert L. Gable, (04) Benjamin H. Lacy, year ending June 30, 2001.
(05) Thomas J. May, (06) Herbert W. Moller,
(07) Robert J. Murray, (08) Brian E. Stern and 3. And to vote and act upon any other business which may
(09) M. Anne Szostak properly come before the meeting or any adjournment
thereof.
FOR WITHHELD
ALL FROM ALL
NOMINEES [_] [_] NOMINEES
[_] MARK HERE IF YOU PLAN TO ATTEND THE MEETING [_]
---------------------------------------
For all nominees except as noted above MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
Please sign exactly as your name is printed opposite. When
signing as attorney-in-fact, executor, administrator,
trustee or guardian, please give title. If stock is held
in joint names, all named stockholders should sign.
Signature: Date: Signature: Date:
---------------------------------- ----------- ---------------------------------- -----------
</TABLE>
