-----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, N5/7eHaiBPoWci0Om9Vs+8wPbvXCv3CQG3gC3ZtJIpfNgYI9sqJLBgPRGNFLd0CT rGLAqA/Q3HHKcVNutNTQIw== 0000205700-98-000002.txt : 19980126 0000205700-98-000002.hdr.sgml : 19980126 ACCESSION NUMBER: 0000205700-98-000002 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980123 EFFECTIVENESS DATE: 19980123 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-8 SEC ACT: SEC FILE NUMBER: 333-44825 FILM NUMBER: 98512171 BUSINESS ADDRESS: STREET 1: 500 MAIN ST CITY: GROTON STATE: MA ZIP: 01471 BUSINESS PHONE: 5084486111 S-8 1 Registration No. 333- =========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 (I.R.S. Employer incorporation or organization) Identification No) 500 Main Street Groton, Massachusetts 01471 (Address of principal executive offices) Stock Option Grant to Robert J. Murray (Full Title of the Plan) John F. Fairbanks Vice President, Chief Financial Officer New England Business Service, Inc. 500 Main Street Groton, Massachusetts 01471 (Name and Address of Agent for Service) (978) 448-6111 (Telephone Number, Including Area Code, of Agent for Service) Copies of all communications to: Terrence W. Mahoney, Esq. Hill & Barlow, a Professional Corporation One International Place Boston, Massachusetts 02110 (617) 428-3000 =========================================================================== CALCULATION OF REGISTRATION FEE ------------------------------- Title of Amount to be Proposed Proposed Amount of Securities to Registered Maximum Maximum Registration be Registered Offering Price Aggregate Fee Per Share * Offering Price * - ------------- ------------ -------------- ---------------- ------------ Common Stock ($1.00 par 250,000 $18.25 $4,562,500 $1,345.94 value) * This amount was calculated pursuant to Rule 457 upon the basis of the price at which the options may be exercised. 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. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of 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 28, 1997; (ii) the Company's Quarterly Report on Form 10-Q for the period ending September 27, 1997; (iii) the Company's Current Report on Form 8-K dated January 7, 1998 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 reports and other documents filed by the Company after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, before the filing of a post-effective amendment which indicates that all securities offered hereby have been sold, or which deregisters all securities 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. Not applicable. 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. The Company's by-laws provide that it shall indemnify its officers and directors to the extent permitted by law. II-1 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. 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 (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 Section 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. II-2 (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, and each filing of the Plan's annual report pursuant to 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. II-3 SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that its 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, Commonwealth of Massachusetts on January 23, 1998. NEW ENGLAND BUSINESS SERVICE, INC. By:/s/ John F. Fairbanks ------------------------------- John F. Fairbanks, Vice President, Chief Financial Officer II-4 POWER OF ATTORNEY ----------------- Each person whose signature appears below constitutes and appoints Robert J. Murray, John F. Fairbanks and Terrence W. Mahoney, and each of them singly, as 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 thereto), 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 below by the following persons in the capacities and on the date indicated. Signature Title Date - --------- ----- ---- /s/ Robert J. Murray - --------------------- Chairman, President Robert J. Murray Chief Executive Officer (principal executive officer),Director January 23, 1998 /s/ John F. Fairbanks - --------------------- Vice President, Chief John F. Fairbanks Financial Officer (principal accounting officer) January 23, 1998 - ---------------------- Director January 23, 1998 Peter A. Brooke /s/ Robert L. Gable - ---------------------- Director January 23, 1998 Robert L. Gable /s/ Benjamin H. Lacy - ---------------------- Director January 23, 1998 Benjamin H. Lacy /s/ Herbert W. Moller - ---------------------- Director January 23, 1998 Herbert W. Moller /s/ Jay R. Rhoads, Jr. - ---------------------- Director January 23, 1998 Jay R. Rhoads, Jr. /s/ Richard H. Rhoads - ---------------------- Director January 23, 1998 Richard H. Rhoads /s/ Brian E. Stern - ---------------------- Director January 23, 1998 Brian E. Stern /s/ M. Anne Szostak - ---------------------- Director January 23, 1998 M. Anne Szostak II-5 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. 23.3* Consent of Arthur Andersen LLP 24.1* Power of Attorney (included above at page II-4). II- II-4 II-5 EX-5 2 Exhibit 5.1 HILL & BARLOW, a Professional Corporation One International Place Boston, Massachusetts 02110 (617)428-3000 TERRENCE W. MAHONEY DIRECT LINE: 617-428-3306 TMAHONEY@HILLBARLOW.COM January 23, 1998 New England Business Service, Inc. 500 Main Street Groton, Massachusetts 01471 Ladies and Gentlemen: We have acted as counsel for New England Business Service, Inc., a Delaware corporation (the "Company"), with respect to a proposed offering (the "Offering") of a maximum of 250,000 shares (the "Shares") of the Company's common stock, $1.00 par value per share ("Common Stock"), to Robert J. Murray pursuant to the Stock Option Grant to Robert J. Murray which was approved by the Board of Directors of the Company on February 2, 1996 (the "Option Grant"), and we have assisted you in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") with respect to the 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 Option Grant, as we have considered relevant and necessary for the opinions hereinafter set forth. We have assumed that you will take all steps necessary to comply with the Securities Act of 1933, as amended, and applicable state laws in connection with the offering and sale of the Shares. Based on the foregoing, we express the following opinions: 1. The issuance of the Shares has been duly authorized by all necessary corporate action of the Company. 2. The Option Grant has been duly adopted by the Company. 3. The Shares, upon issuance and delivery against payment as provided in the Option Grant, will be validly issued, fully paid and non-assessable under the Delaware General Corporation Law as in effect on this date. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, HILL & BARLOW, a Professional Corporation /s/ Terrence W. Mahoney ----------------------- Terrence W. Mahoney, a Member of the Firm EX-23 3 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 report dated August 4, 1997, appearing in the Annual Report on Form 10-K of New England Business Service, Inc. for the year ended June 28, 1997. /s/DELOITTE & TOUCHE LLP - ------------------------ Boston, MA January 23, 1998 EX-23 4 EXHIBIT 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 regarding the Stock Option Grant to Robert J. Murray of our reports dated February 13, 1997, included in the Current Report on Form 8-K of New England Business Service, Inc. dated January 7, 1998. /s/ Arthur Andersen LLP - ----------------------- Philadelphia, PA January 23, 1998 -----END PRIVACY-ENHANCED MESSAGE-----