UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): June 6, 2000
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ENNIS BUSINESS FORMS, INC.
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(Exact name of registrant as specified in its charter)
TEXAS 1-5807 75-0256410
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(State or other Jurisdiction (Commission (I. R. S. Employer
of incorporation) File Number) Identification No.)
1510 N. Hampton Suite 300, DeSoto, Texas 75115
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(Address of principal executive offices) (Zip Code)
(972) 228-7801
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(Registrant's telephone number, including area code)
No Change
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(Former name or former address, if changed since last report)
Item 2. Acquisition of Assets
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On June 6, 2000, Ennis Business Forms, Inc. (the Company)
completed its acquisition of Northstar Computer Forms, Inc
(Northstar). The acquisition was structured as a merger of the
Company's wholly owned subsidiary Polaris Acquisition Corp. into
Northstar. The acquisition price of $42,673,302 ($14/share) for
this transaction consisted of $6,173,302 in cash from internal
funds and $36,500,000 in bank loans. Pursuant to the Merger
Agreement, immediately prior to the Effective Time, each stock
option to acquire shares of Common Stock issued by Northstar and
outstanding immediately prior to the Effective Time except
certain options issued to Kenneth Overstreet (the "Overstreet
Options"), the President of Northstar, including, without
limitation, stock options issued under the Company's various
stock option plans and arrangements, whether vested or unvested,
were exercised pursuant to a Stock Option Exercise and Sale
Agreement entered into prior to the Effective Time by the
holders of the Stock Options and the shares of Common Stock
underlying each such Stock Option were immediately resold to
Northstar. Pursuant to the Option Exercise Agreements, each
holder of a Stock Option, other than the Overstreet Options, has
the right to receive a cash payment (less applicable withholding
taxes) equal to the product of the number of shares of Common
Stock subject to such Stock Option immediately prior to the
Effective Time times the difference between the Merger
Consideration and the per share exercise price of such Stock
Option immediately prior to the Effective Time.
As a result of the merger, Northstar became a wholly owned
subsidiary of the Company and will operate as its Financial
Solutions Group. Northstar designs, manufactures and markets
printed forms with an emphasis on machine-readable MICR
(Magnetic Ink Character Recognition) printing. Its two business
concentrations are custom business/negotiable forms and internal
bank forms. In connection with the merger, the Company entered
into employment agreements with the senior management of
Northstar.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Northstar Computer Forms, Inc.
The financial statements that are required to be filed
pursuant to this item will be filed by amendment not later
than 60 days following the date hereof.
(b) Pro Forma Disclosures
The pro forma information that is required to be filed
pursuant to this item will be filed by amendment not later
than 60 days following the date hereof.
(c) Exhibits
2.1 Agreement and Plan of Merger among Northstar Computer Forms,
Inc., Ennis Business Forms, Inc. and Polaris Acquisitions Corp.
dated June 6, 2000
2.2 Amendment No. 1 to Agreement and Plan of Merger among Northstar
Computer Forms, Inc., Ennis Business Forms, Inc. and Polaris
Acquisitions Corp dated May 9, 2000
2.3 Articles of Merger of Polaris Acquisition Corp into Northstar
Computer Forms, Inc.
10.1 Credit Agreement among Ennis Business Forms, Inc., Bank One,
Texas, N.A., U.S. Bank National Association, Certain Financial
Institutions and Banc One Capital Markets, Inc. dated June 6,
2000
10.2 Consent, Assumption and Amendment Agreement among Northstar
Computer Forms, Inc., Ennis Business Forms, Inc. and U.S. Bank
National Association
99.1 Press Release dated June 6, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
ENNIS BUSINESS FORMS, INC.
Date: June 19, 2000 /s/Robert M. Halowec
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Robert M. Halowec
Vice President Finance
And Chief Financial Officer
Date: June 19, 2000 /s/Harve Cathey
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Harve Cathey
Secretary and Treasurer
Principal Accounting Officer
