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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: July 2, 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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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.
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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)
July 16, 2002 DANIEL M. JUNIUS
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Date Daniel M. Junius
Senior Vice President, Chief
Financial Officer and Treasurer