-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, c8vQEDPRU+QvmK3MMafLGoUEQMMyg3tLCkqzL9YBpmM+3LH1yyMieS1zQ+tpXIgU ww8+NDN9b5/LViaFrbZQpQ== 0000205700-94-000008.txt : 19941031 0000205700-94-000008.hdr.sgml : 19941031 ACCESSION NUMBER: 0000205700-94-000008 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19941028 EFFECTIVENESS DATE: 19941116 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND BUSINESS SERVICE INC CENTRAL INDEX KEY: 0000205700 STANDARD INDUSTRIAL CLASSIFICATION: 2761 IRS NUMBER: 042942374 STATE OF INCORPORATION: DE FISCAL YEAR END: 0627 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56227 FILM NUMBER: 94555764 BUSINESS ADDRESS: STREET 1: 500 MAIN ST CITY: GROTON STATE: MA ZIP: 01471 BUSINESS PHONE: 5084486111 S-8 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEW ENGLAND BUSINESS SERVICE, INC. (Exact name of registrant as specified in its charter) Delaware 04-2942374 (State or other jurisdiction of (IRS Employer Identification number) incorporation or organization) 500 Main Street 01471 Groton, Massachusetts (Zip Code) (Address of principal executive offices) NEBS 1994 KEY EMPLOYEE AND ELIGIBLE DIRECTOR STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN ----------------------------------------------------------------------- NEW ENGLAND BUSINESS SERVICE, INC. STOCK COMPENSATION PLAN ----------------------------------------------------------------------- (Full title of the plans) Russell V. Corsini, Jr., Vice President, Chief Financial Officer New England Business Service, Inc. 500 Main Street Groton, Massachusetts 01471 ----------------------------------------------------------------------- (Name and address of agent for service) (508) 448-6111 ----------------------------------------------------------------------- (Telephone number, including area code, of agent for service)
Calculation of Registration Fee - -------------------------------------------------------------------------------------------------------------- Proposed Proposed maximum Title of securities Amount to be maximum offering aggregate offering Amount of to be registered registered price per share price registration fee - -------------------------------------------------------------------------------------------------------------- Common Stock 1,500,000 $18.75 $28,125,000 $9,698.27 ($1.00 par value) Estimated solely for the purpose of computing 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 on the NASDAQ National Market System on October 24, 1994.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. ---------------------------------------- The documents listed below are incorporated by reference herein: (a) the Annual Report on Form 10-K of New England Business Service, Inc. (the "Company") for the year ended June 24, 1994; (b) the Company's Current Report on Form 8-K dated October 20, 1994; (c) the description of the Company's capital stock contained in its Registration Statement under Section 12(g) of Securities Exchange Act of 1934 on Form 8-A, filed on October 31, 1977 including any amendment or report filed for the purpose of updating such description. All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all shares of Common Stock offered hereby have been sold, or which deregisters all shares of Common Stock then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such report or document. Item 4. Description of Securities. -------------------------- Not applicable. Item 5. Interests of Named Experts and Counsel. --------------------------------------- Certain legal matters relating to the shares of Common Stock, $1.00 par value, of the Company to be issued pursuant to the NEBS 1994 Key Employee and Eligible Director Stock Option and Stock Appreciation Rights Plan and the New England Business Service, Inc. Stock Compensation Plan have been passed upon for the Company by Hill & Barlow, a Professional Corporation, One International Place, Boston, Massachusetts 02110. Benjamin H. Lacy, of counsel to that firm, is a director and chairman of the Organization and Compensation Committee of the Board of Directors of the Company and beneficially owns 15,000 shares of the Company's Common Stock. Item 6. Indemnification of Directors and Officers. ------------------------------------------ Section 145 of the General Corporation Law of the State of Delaware provides for indemnification of officers and directors subject to certain limitations. The general effect of such law is to empower a corporation to indemnify any of its officers and directors against certain expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person to be indemnified in connection with certain actions, suits or proceedings (threatened, pending or completed) if the person to be indemnified acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceedings, if he had no reasonable cause to believe his conduct was unlawful. Article 11 of the Company's By-laws provide that it shall indemnify its officers and directors to the extent permitted by law. The Company has a directors' and officers' liability insurance policy wherein the directors and officers of the Company are insured against loss arising from any claim or claims which may be made against them, jointly or severally, during the policy period by reason of any wrongful act in their respective capacities up to $10,000,000. The policy is subject to a deductible of $500,000 payable by the Company. The Company also has insurance covering its directors, officers, and employees for breach of any fiduciary duty imposed by the Employee Retirement Income Security Act of 1974 upon fiduciaries as defined under the Act, with a single limit of $5,000,000 each policy year. Item 7. Exemption from Registration Claimed. ------------------------------------ Not applicable. Item 8. Exhibits. --------- See Exhibit Index. Item 9. Undertakings. ------------- A. 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 the 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 (A)(1)(i) and (A)(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 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. (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. B. The undersigned registrant hereby 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 intial bona fide offering thereof. C. 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. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1933, the registrant certifies that is 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 City of Groton, Commonwealth of Massachusetts on October 28, 1994. NEW ENGLAND BUSINESS SERVICE, INC. (Registrant) By: /s/ William C. Lowe ------------------- William C. Lowe, President and Chief Executive Officer POWER OF ATTORNEY ----------------- Each person whose signature appears below constitutes and appoints William C. Lowe, Russell V. Corsini, Jr. and Benjamin H. Lacy and each of them singly his lawful attorneys with full power to them and each of them singly to sign for him in his name in the capacity indicated below this registration statement on Form S-8 and any and all amendments hereto, hereby ratifying and confirming his signature as it may be signed by his said attorneys to this registration statement and any and all amendments hereto. Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated. Name Title Date ---- ----- ---- /s/ Richard H. Rhoads Chairman and Director October 28, 1994 - --------------------------- Richard H. Rhoads /s/ William C. Lowe President, Chief Executive October 28, 1994 - --------------------------- Officer and Director William C. Lowe /s/ Peter A. Brooke Director October 28, 1994 - --------------------------- Peter A. Brooke /s/ Benjamin H. Lacy Director October 28, 1994 - --------------------------- Benjamin H. Lacy /s/ Robert J. Murray Director October 28, 1994 - --------------------------- Robert J. Murray /s/ Frank L. Randall, Jr. Director October 28, 1994 - --------------------------- Frank L. Randall, Jr. /s/ Jay R. Rhoads, Jr. Director October 28, 1994 - --------------------------- Jay R. Rhoads, Jr. /s/ Robert Ripp Director October 28, 1994 - --------------------------- Robert Ripp /s/ Russell V. Corsini, Jr. Principal Financial and October 28, 1994 - --------------------------- Accounting Officer Russell V. Corsini, Jr. EXHIBIT INDEX ------------- Exhibit Title ------- ----- (3.1) Certificate of Incorporation of the Company, dated August 26, 1986. (Incorporated by reference to the Company's Current Report on Form 8-K dated October 31, 1986). (3.2) Certificate of Merger of New England Business Service, Inc. (a Massachusetts corporation) and the Company, dated October 24, 1986 amending the Certificate of Incorporation of the Company by adding Articles 14 and 15 thereto. (Incorporated by reference to the Company's Current Report on Form 8-K dated October 31, 1986). (3.3) By-Laws of the Company, as amended to date. (Incorporated by reference to Exhibit (3)(c) to the Company's Annual Report on Form 10-K for the fiscal year ended June 29, 1990, filed September 14, 1990). (4) Specimen stock certificate for shares of Common Stock, par value $1.00 per share. (Incorporated by reference to the Company's Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (Registration No. 2-72662)). (5) Opinion of Hill & Barlow, a Professional Corporation. (23.1) Consent of Hill & Barlow, a Professional Corporation (included in Exhibit 5). (23.2) Consent of Deloitte & Touche LLP. (24) Powers of Attorney (included above in Part II of this Registration Statement). EX-5 2 OPINION OF HILL & BARLOW, A PROFESSIONAL CORPORATION HILL & BARLOW A PROFESSIONAL CORPORATION ONE INTERNATIONAL PLACE BOSTON, MASSACHUSETTS 02110-2607 TELEPHONE (617) 439-3555 FACSIMILE (617) 439-3080 Exhibit 5 --------- October 28, 1994 New England Business Service, Inc. 500 Main Street Groton, Massachusetts 01471 Gentlemen: We have acted as counsel for New England Business Service, Inc., a Delaware corporation (the "Company"), with respect to a proposed offering of a maximum of 1,500,000 shares of the Company's Common Stock ($1.00 par value) (the "Common Stock") to eligible employees and directors of the Company pursuant to The NEBS 1994 Key Employee and Eligible Director Stock Option and Stock Appreciation Rights Plan and the New England Business Service, Inc. Stock Compensation Plan, each adopted by the Board of Directors of the Company on July 22, 1994 and ratified by the Company's Stockholders on October 28, 1994 (the "Plans"). We have assisted you in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") with respect to the proposed offering. We have made such examination of law and have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records and such other documents, including the Plans, as we have considered relevant and necessary for the opinions hereinafter set forth. Based on the foregoing, we express the following opinions: 1. The Common Stock has been duly authorized by all necessary corporate action of the Company. 2. Each of the Plans has been duly adopted by the Company. 2. The Common Stock, upon issuance and delivery against payment as provided in the Plans, will be validly issued, fully paid and non-assessable. HILL & BARLOW New England Business Service, Inc. October 28, 1994 page two We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under "Item 5. Interests of Named Experts and Counsel" in the Registration Statement. Very truly yours, HILL & BARLOW A Professional Corporation By: /s/ Joseph R. Ramrath -------------------------- Joseph R. Ramrath, Member of the Firm EX-23.2 3 INDEPENDENT AUDITORS' CONSENT Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of New England Business Service, Inc. on Form S-8 of our reports dated July 22, 1994 appearing in and incorporated by reference in the Annual Report on Form 10-K of New England Business Service, Inc. for the year ended June 24, 1994. /s/ Deloitte & Touche LLP Boston, Massachusetts October 27, 1994 -----END PRIVACY-ENHANCED MESSAGE-----