-----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, GCZeJr66HmdDTTLLGL7W8W3MO6qXxjEOkas27+zhOQQbrBbW8HkBVutLclV1j4RZ H68ZrtWCQuzUYkfeVDSTlw== 0000205700-97-000003.txt : 19970506 0000205700-97-000003.hdr.sgml : 19970506 ACCESSION NUMBER: 0000205700-97-000003 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970505 SROS: NYSE 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: 0627 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-26499 FILM NUMBER: 97595461 BUSINESS ADDRESS: STREET 1: 500 MAIN ST CITY: GROTON STATE: MA ZIP: 01471 BUSINESS PHONE: 5084486111 S-3 1 REGISTRATION NO. 333- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEW ENGLAND BUSINESS SERVICE, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 04-2942374 (I.R.S. Employer Identification No.) 500 Main Street Groton, Massachusetts 01471 (508) 448-6111 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) John F. Fairbanks VP, Chief Financial Officer New England Business Service, Inc. 500 Main Street Groton, Massachusetts 01471 (508) 448-6111 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Terrence W. Mahoney, Esq. Hill & Barlow, a Professional Corporation One International Place Boston, Massachusetts 02110 (617) 428-3000 Approximate date of commencement of proposed sale to the public: May 9, 1997 If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] __________ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] __________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- Proposed Proposed Title of maximum maximum shares aggregate aggregate Amount of to be Amount to be price per offering registration registered registered unit* price* fee - ------------------------------------------------------------------------------- Common 365,217 $27.0625 $9,883,685.06 $2,995.06 Stock ($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 in the consolidated reporting system of the New York Stock Exchange on April 28, 1997. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine. If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered on this registration statement changes, the provisions of Rule 416 shall apply to this registration statement and this registration statement shall be deemed to cover the additional securities resulting from the split of, or the dividend on, the securities covered by this registration statement. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Such reports, as well as proxy and information statements, and other information filed by the Company with the Commission can be inspected and copied at the public reference facilities maintained by the Commission in Washington, DC, at 450 Fifth Street, N.W., Room 1024, Washington, DC 20549, and at certain of its Regional Offices, as follows: New York Regional Office Chicago Regional Office 7 World Trade Center 7 World Trade Center Suite 1300 Suite 1400 New York, New York 10048 Chicago, Illinois 60661 Copies of such material can be obtained at prescribed rates from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Room 1024, Washington, DC 20549. The Commission also maintains a Web site on the Internet that contains reports, proxy and information statements and other information regarding registrants such as the Company that file electronically with the Commission. The address of such site is: http://www.sec.gov. The Common Stock of the Company is listed on the New York Stock Exchange. Reports, proxy and information statements, and other information concerning the Company can be inspected at such exchange. _____________________________________ INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents have been filed by the Company with the Commission (File No. 1-11427) and are incorporated herein by reference: (i) the Company's Annual Report on Form 10-K for the fiscal year ended June 29, 1996; (ii) the Company's Quarterly Reports on Form 10-Q for the quarters ended September 28, 1996 and December 28, 1996; (iii) the Company's Current Reports on Form 8-K, filed on September 20, 1996, October 31, 1996 and April 15, 1997; and (iv) the description of the Company's capital stock contained in the Company's Registration Statement under Section 12(b) of the Exchange Act on Form 8-A, filed on October 31, 1977, including any amendment or reports filed for the purpose of updating such description. All documents filed by the Company subsequent to the filing of the Registration Statement of which this Prospectus is a part, pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the termination of this offering, shall be deemed to be incorporated by reference in this Prospectus. The Company shall, upon written or oral request by a person, including any beneficial owner, to whom this Prospectus is delivered, provide without charge to such person a copy of any and all of the information that has been incorporated by reference in this Prospectus (not including exhibits to the information that is incorporated by reference unless such exhibits are specifically incorporated by reference into the information that this Prospectus incorporates). Such requests should be directed to New England Business Service, Inc., 500 Main Street, Groton, Massachusetts 01471, Attn: VP, Chief Financial Officer (telephone (508) 448-6111). THE COMPANY The Company is a corporation founded in 1952, incorporated in Massachusetts in 1955 and reincorporated by merger in Delaware in 1986 that designs and produces business forms and related printed products and distributes packaging, shipping, warehouse supplies, software and other products through mail order, direct sales and dealers to small businesses throughout the United States, Canada, the United Kingdom and France. The Company's principal executive offices are located at 500 Main Street, Groton, Massachusetts 01471 (telephone (508) 448-6111). THE SELLING STOCKHOLDER The shares being offered hereby were acquired by the Selling Stockholder, Theodore Pasquarello, pursuant to an Asset Purchase Agreement dated March 31, 1997 by which the Company acquired all of the assets of Chiswick Trading, Inc. ("Chiswick"), a Massachusetts corporation having its principal place of business at 33 Union Avenue, Sudbury, Massachusetts 01776 (the "Acquisition"). The Selling Stockholder is and has been for more than the past three years a director, president and the sole stockholder of Chiswick, and is and has been since March 31, 1997 an Executive Vice President of the Company and President of the Company's Chiswick division. As of the date hereof, the Selling Stockholder is the beneficial owner of 365,217 shares (approximately 2.8%) of the Company's outstanding Common Stock, par value $1.00, all of which are being offered hereby. The Company has entered into an agreement with the Selling Stockholder providing for indemnification of the Selling Stockholder by the Company under certain circumstances. LEGAL MATTERS The legality of the Shares offered by this Prospectus has been passed upon by Hill & Barlow, a Professional Corporation, One International Place, Boston, Massachusetts 02110. EXPERTS The financial statements and the related financial statement schedules incorporated in this prospectus by reference from the Company's Annual Report on Form 10-K for the year ended June 29, 1996, have been audited by Deloitte & Touche LLP independent auditors, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ______________________________________ Item 14. Other Expenses of Issuance and Distribution. The following is a reasonably itemized statement of all expenses, other than commissions, in connection with the issuance and distribution of the Shares: SEC Registration Fee $2,995 Cost of Printing 0 Legal Fees and Expenses 1,500* Accounting Fees and Expenses 10,000* Miscellaneous 505* -------- Total $15,000* ======== All of these expenses will be borne by the Company. * Estimated Item 15. 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. The Company's by-laws provide that it shall indemnify its officers and directors to the extent permitted by law. The Company maintains insurance under which the insurers will reimburse the Company for amounts which it has paid to its directors, officers and certain other employees by way of indemnification for claims against such persons in their official capacities. The insurance also covers such persons as to amounts paid by them as a result of claims against them in their official capacities which are not reimbursed by the Company. The insurance is subject to certain limitations and exclusions. In addition, the Company has agreed to indemnify the Selling Stockholder under certain circumstances relating to the Acquisition and to this Registration Statement. The Selling Stockholder has agreed to indemnify the directors and officers of the Company who have signed this Registration Statement under certain circumstances. Item 16. Exhibits. See Exhibit Index. Item 17. 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 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; (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; and (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 Section 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. 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 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Groton, The Commonwealth of Massachusetts, on May 5, 1997. NEW ENGLAND BUSINESS SERVICE, INC. ---------------------------------- (Registrant) By: /s/ John F. Fairbanks --------------------- John F. Fairbanks, VP, Chief Financial Officer EXHIBIT INDEX Certain of the following exhibits (those marked with an asterisk) are filed herewith. The remainder of the exhibits have heretofore been filed with the Commission and are incorporated herein by reference. Inapplicable items have been omitted. Exhibit Title - --------- ---------------------------------------------------------- 4.1 Certificate of Incorporation of the Company (incorporated by reference to the Company'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 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). 4.3 Certificate of Designations, Preferences and Rights of Series A Participating Preferred Stock of the Company, dated October 27, 1989 (incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1995, filed September 15, 1995). 4.4 By-Laws of the Company, as amended (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ended December 31, 1995, filed February 8, 1996). 4.5 Specimen stock certificate for shares of Common Stock, par value $1.00 per share, of the Company (incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1995, filed September 15, 1995). 4.6 Amended and Restated Rights Agreement, dated as of October 27, 1989 as amended as of October 20, 1994, between the Company and The First National Bank of Boston, National Association, as rights agent, including as Exhibit B the forms of Rights Certificate Election to Exercise (incorporated by reference to Exhibit 4 of the Company's Current Report on Form 8-K dated October 25, 1994). 5.1* Opinion of Hill & Barlow, a Professional Corporation. 23.1* Consent of Hill & Barlow, a Professional Corporation (included in Exhibit 5.1). 23.2* Consent of Deloitte & Touche LLP. 24.1* Power of Attorney (included above at page II-5). -----END PRIVACY-ENHANCED MESSAGE-----