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)
NEBS 2000 Stock Option Plan for PremiumWear Employees
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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
-------------------------------
Title of Proposed Proposed
Securities Maximum Maximum
to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share* Offering Price Fee
---------- ------------ -------------- -------------- ---------
Common
Stock
($1.00 par 105,083 $19.25 $2,022,848 $534.04
value)
* The amount was calculated pursuant to Rule 457 upon the basis
of the price at which the options may be executed.
<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 of Common Stock 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.
<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 4th day of August, 2000.
New England Business Service, Inc.
By: /s/ 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
--------- ----- ----
/s/ ROBERT J. MURRAY
-------------------- Chairman, President and August 4, 2000
Robert J. Murray Chief Executive Officer
(principal executive
officer), Director
/s/ DANIEL M. JUNIUS
-------------------- Senior Vice President and August 4, 2000
Daniel M. Junius Chief Financial Officer
(principal financial and
accounting officer)
/s/ NEIL S. FOX
---------------- Director August 4, 2000
Neil S. Fox
/s/ ROBERT L. GABLE
-------------------- Director August 4, 2000
Robert L. Gable
PAGE 7
/s/ BENJAMIN H. LACY
--------------------- Director August 4, 2000
Benjamin H. Lacy
/s/ THOMAS J. MAY
------------------ Director August 4, 2000
Thomas J. May
/s/ HERBERT W. MOLLER
--------------------- Director August 4, 2000
Herbert W. Moller
/s/ RICHARD H. RHOADS
--------------------- Director August 4, 2000
Richard H. Rhoads
/s/ BRIAN E. STERN
------------------- Director August 4, 2000
Brian E. Stern
/s/ M. ANNE SZOSTAK
------------------- Director August 4, 2000
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).
99 NEBS 2000 Stock Option Plan for PremiumWear
Employees.
