Registration No. 333-
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)
401(k) Plan for Employees of New England Business Service, Inc.
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(Full title of the plan)
Craig Barrows
Vice President, 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
Securities to Amount to be Offering Price Aggregate Amount
be Registered Registered Per Share* Offering Price of Fee
------------- ------------ -------------- -------------- ------
Common Stock
($1.00 par 1,000,000 $19.6875 $19,687,500 $5,197.50
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 August 14, 2000.
In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
<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 participants 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) The Company's Annual Report on Form 10-K for the fiscal year
ended June 26, 1999.
(2) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended September 25, 1999, December 25, 1999, and March 25,
2000.
(3) 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.
(4) 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, Vice
President, General Counsel and Secretary of the registrant. As of
the date of this registration statement, Mr. Barrows has 1,183
shares allocated to his account in the 401(k) Plan for Employees of
New England Business Service, Inc.
<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 9.
The registrant will submit or has submitted the plan and any
amendment thereto to the Internal Revenue Service (IRS) in a timely
manner and has made all changes required by the IRS in order to
qualify the plan.
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.
<PAGE> 5
(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> 6
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 15th day of August, 2000.
New England Business Service,
Inc.
By:/s/ DANIEL M. JUNIUS
-----------------------------
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
--------- ----- ----
/s/ ROBERT J. MURRAY
-------------------- Chairman, President and August 15, 2000
Robert J. Murray Chief Executive Officer
(principal executive
officer), Director
/s/ DANIEL M. JUNIUS
--------------------- Senior Vice President and August 15, 2000
Daniel M. Junius Chief Financial Officer
(principal financial and
accounting officer)
/s/ NEIL S. FOX
--------------- Director August 15, 2000
Neil S. Fox
/s/ ROBERT L. GABLE
------------------- Director August 15, 2000
Robert L. Gable
<PAGE> 7
/s/ BENJAMIN H. LACY
-------------------- Director August 15, 2000
Benjamin H. Lacy
/s/ THOMAS J. MAY
----------------- Director August 15, 2000
Thomas J. May
/s/ HERBERT W. MOLLER
--------------------- Director August 15, 2000
Herbert W. Moller
/s/ RICHARD H. RHOADS
--------------------- Director August 15, 2000
Richard H. Rhoads
/s/ BRIAN E. STERN
------------------ Director August 15, 2000
Brian E. Stern
/s/ M. ANNE SZOSTAK
------------------- Director August 15, 2000
M. Anne Szostak
The 401(k) Plan for Employees of New England Business Service,
Inc. and each person whose signature appears below hereby
authorizes and constitutes Robert J. Murray and Daniel M. Junius,
and each of them singly, as its or his true and lawful attorneys
with full power to them, and each of them singly, to sign for it or
him in its or his 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 it or he hereby
ratifies and confirms its or his 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, the
401(k) Plan for Employees of New England Business Service, Inc. has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the Town of
Groton, Massachusetts, on August 15, 2000.
401(k) Plan for Employees of
New England Business Service, Inc.
By:/s/ ROBERT H. GLAUDEL
---------------------
Robert H. Glaudel
Member of the Committee
administering the 401(k) Plan
for Employees of New England
Business Service, Inc.
<PAGE> 8
By:/s/ DANIEL M. JUNIUS
--------------------
Daniel M. Junius
Member of the Committee
administering the 401(k) Plan
for Employees of New England
Business Service, Inc.
By:/s/ ROBERT J. MURRAY
--------------------
Robert J. Murray
Member of the Committee
Administering the 401(k) Plan
for Employees of New England
Business Service, Inc.
<PAGE> 9
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).
