-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BT3hDOMIYWtfgTWDQe0AGjoqeugJo6a6OZGfjIdRKyEwRFn1ntdimGKmb9k5u286 bdb6XMHYFKwcnpdMNviy8Q== 0000205700-02-000046.txt : 20020716 0000205700-02-000046.hdr.sgml : 20020716 20020716094030 ACCESSION NUMBER: 0000205700-02-000046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020702 ITEM INFORMATION: Other events FILED AS OF DATE: 20020716 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND BUSINESS SERVICE INC CENTRAL INDEX KEY: 0000205700 STANDARD INDUSTRIAL CLASSIFICATION: MANIFOLD BUSINESS FORMS [2761] IRS NUMBER: 042942374 STATE OF INCORPORATION: DE FISCAL YEAR END: 0629 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11427 FILM NUMBER: 02703533 BUSINESS ADDRESS: STREET 1: 500 MAIN ST CITY: GROTON STATE: MA ZIP: 01471 BUSINESS PHONE: 9784486111 8-K 1 form8k_advantage.txt NEW ENGLAND BUSINESS SERVICE, INC. FORM 8-K --------------------------------------------------------------------- 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: July 2, 2002 NEW ENGLAND BUSINESS SERVICE, INC. ---------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-11427 04-2942374 - -------- ------------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 500 Main Street, Groton, MA 01471 ------------------------------------------------------------ (Address of principal executive offices) (ZIP Code) Registrant's telephone number, including area code: (978) 448-6111 -------------- Item 5. Other Events. - ---------------------- As previously announced, New England Business Service, Inc. (the "Company") has the right to purchase up to 1,069,772 shares of common stock of Advantage Payroll Services, Inc. ("Advantage"), at a purchase price of $12.67 per share, pursuant to a common stock purchase warrant dated August 9, 2001. On July 2, 2002, the Company exercised the warrant in part and purchased 427,909 shares of Advantage's common stock for an aggregate purchase price of $5,421,607.03. As a result of this purchase, the Company currently owns 2,567,453 Advantage common shares, representing approximately 19.6% of the Advantage common shares outstanding on a fully diluted basis. The warrant remains in full force and effect, and entitles the Company to purchase up to an additional 641,863 shares of Advantage's common stock. The exact number of Advantage shares which may be purchased by the Company upon exercise of the warrant is based on the Company's meeting certain performance milestones through April 2005 in connection with its marketing alliance with Advantage. The exercisability of the warrant with respect to the remaining shares will be accelerated in connection with a change in control of Advantage or the consummation by Advantage of an initial public offering of its common shares having an aggregate value of at least $50 million. In the event the warrant is accelerated, the exact number of shares which the Company will be entitled to purchase will be determined pursuant to a performance-based formula relating to the Company's marketing alliance with Advantage, and will not be known until five days before the consummation of the event giving rise to acceleration. 2 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 hereunto duly authorized. NEW ENGLAND BUSINESS SERVICE, INC. ---------------------------------- (Registrant) July 16, 2002 DANIEL M. JUNIUS - ------------- ---------------------------- Date Daniel M. Junius Senior Vice President, Chief Financial Officer and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----