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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 (Date of earliest event reported): June 2, 2003
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 2. Acquisition or Disposition of Assets.
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On June 2, 2003, the merger (the "Merger") of Centurion Sub, Inc.
("Centurion Sub"), an indirect wholly-owned subsidiary of New
England Business Service, Inc. (the "Company"), with and into
Safeguard Business Systems, Inc. ("Safeguard Business Systems"),
as contemplated by the Merger Agreement, dated as of April 23,
2003 (the "Merger Agreement"), by and among the Company,
Centurion Sub and Safeguard Business Systems, was consummated.
As a result of the Merger, Safeguard Business Systems is now an
indirect wholly-owned subsidiary of the Company.
In the Merger, each share of common stock of Safeguard Business
Systems was converted into the right to receive (1) an immediate
cash payment of $8.1821 per share, and (2) at the times stated in
and subject to the terms and conditions of the payment and escrow
agreement entered into in connection with the Merger, possible
additional cash payments up to an aggregate amount currently
estimated to be $1.4246 per share.
The Company obtained $72.5 million in financing for the payment
of the merger consideration in the Merger and the retirement of
certain indebtedness of Safeguard Business Systems through a loan
in the ordinary course of business under a committed credit
facility with Fleet National Bank and certain other financial
institutions.
Safeguard Business Systems manufactures checks, checkwriting
systems and business forms, and sells such products, together
with other printed products, promotional items and corporate
apparel, through a network of approximately 360 distributors in
the U.S. and Canada.
2
The foregoing description of the Merger, Merger Agreement and the
related payment and escrow agreement is qualified in its entirety
by reference to the full text of such agreements and to the press
release issued by the Company on June 2, 2003, which are filed as
Exhibits 2.1, 2.2 and 99 hereto and which are incorporated herein
by reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
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(a) Financial Statements of Businesses Acquired.
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Financial statements required by this item are not included in
this initial report on Form 8-K, but will be filed by amendment
within 60 days after the date that this initial report on Form 8-
K must be filed.
(b) Pro Forma Financial Information.
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Financial statements required by this item are not included in
this initial report on Form 8-K, but will be filed by amendment
within 60 days after the date that this initial report on Form 8-
K must be filed.
(c) Exhibits.
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2.1 Merger Agreement, dated as of April 23, 2003, by and among
New England Business Service, Inc., Centurion Sub, Inc. and Safeguard
Business Systems, Inc.
2.2 Payment and Escrow Agreement, dated as of June 2, 2003 by
and among New England Business Service, Inc., Joann McNiff, as
Representative, and SunTrust Bank.
99. Press release dated June 2, 2003.
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)
June 2, 2003 DANIEL M. JUNIUS
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Date Daniel M. Junius
Executive Vice President, Chief
Financial Officer and Treasurer