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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: March 19, 2002
NEW ENGLAND BUSINESS SERVICE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-11427 04-2942374
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
500 Main Street, Groton, MA 01471
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(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: (978) 448-6111
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Item 5. Other Events.
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New England Business Service, Inc. (the "Company") announced that, pursuant
to a common stock purchase warrant dated August 9, 2001, 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.
Advantage recently filed a registration statement on Form S-1 (File No. 333-
84452) in connection with a contemplated initial public offering of
Advantage's common shares.
The 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 in connection with its marketing alliance with Advantage; provided
that the Company currently has the right, through July 2, 2002, to purchase,
at a minimum, up to 320,932 Advantage shares pursuant to the warrant. The
Company's ability to exercise the warrant is also subject to obtaining the
consent of the lenders under the Company's $200 million unsecured revolving
credit facility, and the availability of funds under that facility. As of
March 18, 2002, the Company had borrowed $121.6 million under the facility.
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Advantage has indicated its intention to exercise its right to terminate the
warrant in connection with its initial public offering. As a result, the
Company expects that it will become entitled to acquire significantly more
than 320,932 shares immediately prior to the consummation of Advantage's
initial public offering. In this event, the Company currently intends to
purchase the maximum number of Advantage shares it is entitled to purchase
under the warrant prior to the termination of the warrant. Under the terms
of the warrant, the exact number of shares which the Company will be entitled
to purchase is in part performance-based, as described above, and will not be
known until five days before the consummation of Advantage's initial public
offering.
In the event that Advantage elects not to proceed with its initial public
offering, the warrant will not terminate, and will continue in full force and
effect in accordance with its terms. As previously announced, the Company
currently owns 2,139,544 Advantage shares.
A registration statement relating to Advantage's common shares has been filed
with the Securities and Exchange Commission and has not yet become effective.
These securities may not be sold nor may offers to buy be accepted prior to
the time the registration statement becomes effective. This communication
shall not constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of these securities in any State in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
This Current Report on Form 8-K contains forward-looking statements,
including the Company's intentions with respect to its exercise of its
warrant to purchase Advantage shares. These forward-looking statements
reflect the Company's current expectations only, and the Company expressly
disclaims any current intention to update such statements. There can be no
assurance that the Company will exercise the warrant to purchase any
Advantage shares, or when, if ever, the warrant will be exercised, due to
various risks and uncertainties, including the timing of Advantage's initial
public offering, or its possible abandonment of such offering, the need for
the consent of the lenders under the Company's credit facility to any such
purchase, and the availability of funds for any such purchase.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
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99 Common Stock Purchase Warrant for shares of Advantage, dated August 9,
2001 (incorporated by reference to Exhibit 10.11 to the Registration
Statement on Form S-1 (File No. 333-84452) of Advantage Payroll Services,
Inc.).
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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.
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(Registrant)
March 19, 2002 DANIEL M. JUNIUS
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Date Daniel M. Junius
Senior Vice President, Chief
Financial Officer and Treasurer