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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM 8-K/A
AMENDMENT NO. 1*
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
_____________________
Date of Report (Date of earliest
event reported) October 20, 1994
New England Business Service, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-8564 04-2942374
(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
500 Main Street, Groton MA 01471
(Address of principal executive offices) (Zip Code)
(508) 448-6111
(Registrant's telephone number,
including area code)
N/A
(Former name or former address, if changed since last report)
__________________
* This Amendment No. 1 amends Item 5 to change the heading of the Item.
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Items 1-4. Not Applicable.
Item 5. Other Events.
On October 27, 1989, the Board of Directors of New England
Business Service, Inc., a Delaware corporation (the "Company"), declared a
dividend of one right (a "Right") for each share of common stock, par value
$1.00 per share ("Common Stock"), of the Company held of record at the
close of business on November 10, 1989 (the "Record Date"), or issued
thereafter and prior to the Distribution Date (as hereinafter defined).
The Rights were issued pursuant to a Rights Agreement, dated as of
October 27, 1989 (the "Rights Agreement"), between the Company and The
First National Bank of Boston, National Association, as Rights Agent. On
October 20, 1994, the Company and the Rights Agent amended and restated the
Rights Agreement in its entirety (the "Restated Rights Agreement"). The
terms of the Rights, as so amended, are summarized herein.
Each Right entitles its registered holder to purchase from the
Company, after the Distribution Date, one one-hundredth of a share of
Series A Participating Preferred Stock, without par value (the
"Participatory Preferred Stock"), for $75 (the "Purchase Price"), subject
to adjustment. The Rights will be evidenced by the Common Stock
certificates until the close of business on the earlier of (either, the
"Distribution Date") (i) the tenth business day (or such later date as the
Board of Directors of the Company may from time to time fix by resolution
adopted prior to the Distribution Date that would otherwise have occurred)
after the date on which any Person (as defined in the Restated Rights
Agreement) commences a tender or exchange offer which, if consummated,
would result in such Person's becoming an Acquiring Person, as defined
below, and (ii) the tenth business day (or such earlier or later date as
the Board of Directors of the Company may from time to time fix by
resolution adopted prior to the Flip-in Date that would otherwise have
occurred) after the first date of public announcement by the Company that
such Person has become an Acquiring Person, other than as a result of a
Flip-over Transaction or Event (as defined below) (the "Flip-in Date");
provided that if a tender or exchange offer referred to in clause (i) is
cancelled, terminated or otherwise withdrawn prior to the Distribution Date
without the purchase of any shares of stock pursuant thereto, such offer
shall be deemed never to have been made. An Acquiring Person is any Person
who first becomes the Beneficial Owner
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(as defined in the Restated Rights Agreement) of 15% or more of the
outstanding shares of Common Stock after the date of the Restated Rights
Agreement or who is, unbeknownst to the Company, the Beneficial Owner of
15% or more of the outstanding Common Stock as of such date, provided,
however, such term shall not include (i) the Company, any wholly-owned
subsidiary of the Company or any employee stock ownership or other employee
benefit plan of the Company, (ii) any person who is, unbeknownst to the
Company, the Beneficial Owner of 15% or more of the outstanding Common
Stock as of the date of the Restated Rights Agreement or who shall become
the Beneficial Owner of 15% or more of the outstanding Common Stock solely
as a result of an acquisition of Common Stock by the Company, until such
time as such Person acquires additional Common Stock, other than through a
dividend or stock split or pursuant to any employee benefit plan of the
Company, (iii) any Person who becomes an Acquiring Person without any plan
or intent to seek or affect control of the Company if such Person, promptly
divests sufficient securities such that such 15% or greater Beneficial
Ownership ceases or (iv) any Person who Beneficially Owns shares of Common
Stock consisting solely of (A) shares acquired pursuant to the grant or
exercise of an option granted by the Company in connection with an
agreement to merge with, or acquire, the Company prior to a Flip-in Date,
(B) shares owned by such Person and its Affiliates and Associates at the
time of such grant and (C) shares, amounting to less than 1% of the
outstanding Common Stock, acquired by Affiliates and Associates of such
Person after the time of such grant. The Restated Rights Agreement pro-
vides that, until the Distribution Date, the Rights will be transferred
with and only with the Common Stock. Common Stock certificates issued
prior to the Distribution Date shall evidence one Right for each share of
Common Stock represented thereby and shall contain a legend incorporating
by reference the terms of the Restated Rights Agreement (as such may be
amended from time to time). Notwithstanding the absence of the
aforementioned legend or the existence of an earlier form of legend,
certificates evidencing shares of Common Stock outstanding on or prior to
October 20, 1994 shall also evidence one Right for each share of Common
Stock evidenced thereby. Promptly following the Distribution Date,
separate certificates evidencing the Rights ("Rights Certificates") will be
mailed to holders of record of Common Stock at the Distribution Date.
The Rights will not be exercisable until the Business Day (as
defined in the Restated Rights Agreement) following the Distribution Date.
The Rights will expire on
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the earliest of (i) the Exchange Time (as defined below), (ii) the close of
business on October 20, 2004, (iii) the date on which the Rights are
redeemed as described below and (iv) upon the time of merger of the Company
into another corporation pursuant to an agreement entered into prior to a
Flip-in Date (in any such case, the "Expiration Time").
The Purchase Price and the number of Rights outstanding, or in
certain circumstances the securities purchasable upon exercise of the
Rights, are subject to adjustment from time to time to prevent dilution in
the event of a Common Stock dividend on, or a subdivision or a combination
into a smaller number of shares of, Common Stock, or the issuance or
distribution of any securities or assets in respect of, in lieu of or in
exchange for Common Stock.
In the event that prior to the Expiration Time a Flip-in Date
occurs, the Company shall take such action as shall be necessary to ensure
and provide that each Right (other than Rights Beneficially Owned by the
Acquiring Person or any affiliate or associate thereof, which Rights shall
become void) shall constitute the right to purchase from the Company, upon
the exercise thereof in accordance with the terms of the Restated Rights
Agreement, that number of shares of Common Stock of the Company having an
aggregate Market Price (as defined in the Restated Rights Agreement), on
the date of the public announcement of an Acquiring Person's becoming such
(the "Stock Acquisition Date") that gave rise to the Flip-in Date, equal to
twice the Purchase Price for an amount in cash equal to the then current
Purchase Price. In addition, the Board of Directors of the Company may, at
its option, at any time after a Flip-in Date and prior to the time an
Acquiring Person becomes the Beneficial Owner of more than 50% of the
outstanding shares of Common Stock, elect to exchange all (but not less
than all) the then outstanding Rights (other than Rights Beneficially Owned
by the Acquiring Person or any affiliate or associate thereof, which Rights
become void) for shares of Common Stock at an exchange ratio of one share
of Common Stock per Right, appropriately adjusted to reflect any stock
split, stock dividend or similar transaction occurring after the
Distribution Date (the "Exchange Ratio"). Immediately upon such action by
the Board of Directors (the "Exchange Time"), the right to exercise the
Rights will terminate and each Right will thereafter represent only the
right to receive a number of shares of Common Stock equal to the Exchange
Ratio.
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Whenever the Company shall become obligated under the preceding
paragraph to issue shares of Common Stock upon exercise of or in exchange
for Rights, the Company, at its option, may substitute therefor shares of
Participating Preferred Stock, at a ratio of one one-hundredth of a share
of Participating Preferred Stock for each share of Common Stock so
issuable.
In the event that prior to the Expiration Time the Company
enters into, consummates or permits to occur a transaction or series of
transactions after the time an Acquiring Person has become such in which,
directly or indirectly, (i) the Company shall consolidate or merge or
participate in a binding share exchange with any other Person if, at the
time of the consolidation, merger or share exchange or at the time the
Company enters into an agreement with respect to such consolidation, merger
or share exchange, the Acquiring Person controls the Board of Directors of
the Company and either (A) any term of or arrangement concerning the
treatment of shares of capital stock in such merger, consolidation or share
exchange relating to the Acquiring Person is not identical to the terms and
arrangements relating to other holders of Common Stock or (B) the Person
with whom the transaction or series of transactions occurs is the Acquiring
Person, an Affiliate or Associate of the Acquiring Person or acting in
concert with the Acquiring Person or (ii) the Company shall sell or
otherwise transfer (or one or more of its subsidiaries shall sell or
otherwise transfer) assets (A) aggregating more than 50% of the assets
(measured by either book value or fair market value) or (B) generating more
than 50% of the operating income or cash flow, of the Company and its
subsidiaries (taken as a whole) to any other Person (other than the Company
or one or more of its wholly owned subsidiaries) or to two or more such
Persons which are affiliated or otherwise acting in concert, if, at the
time of such sale or transfer of assets or at the time the Company (or any
such subsidiary) enters into an agreement with respect to such sale or
transfer, the Acquiring Person controls the Board of Directors of the
Company (a "Flip-over Transaction or Event"), the Company shall take such
action as shall be necessary to ensure, and shall not enter into,
consummate or permit to occur such Flip-over Transaction or Event until it
shall have entered into a supplemental agreement with the Person engaging
in such Flip-over Transaction or Event or the parent corporation thereof
(the "Flip-over Entity"), for the benefit of the holders of the Rights,
providing, that upon consummation or occurrence of the Flip-over
Transaction or Event (i) each Right shall thereafter
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constitute the right to purchase from the Flip-over Entity, upon exercise
thereof in accordance with the terms of the Restated Rights Agreement, that
number of shares of common stock of the Flip-over Entity having an
aggregate Market Price on the date of consummation or occurrence of such
Flip-over Transaction or Event equal to twice the Purchase Price for an
amount in cash equal to the then current Purchase Price and (ii) the Flip-
over Entity shall thereafter be liable for, and shall assume, by virtue of
such Flip-over Transaction or Event and such supplemental agreement, all
the obligations and duties of the Company pursuant to the Restated Rights
Agreement. For purposes of the foregoing description, the term "Acquiring
Person" shall include any Acquiring Person and its Affiliates and
Associates counted together as a single Person.
The Board of Directors of the Company may, at its option, at
any time prior to the close of business on the Flip-in Date, redeem all
(but not less than all) the then outstanding Rights at a price of $.01 per
Right) (the "Redemption Price"), as provided in the Restated Rights
Agreement. Immediately upon the action of the Board of Directors of the
Company electing to redeem the Rights, without any further action and
without any notice, the right to exercise the Rights will terminate and
each Right will thereafter represent only the right to receive the
Redemption Price in cash for each Right so held.
The holders of Rights will, solely by reason of their ownership
of Rights, have no rights as stockholders of the Company, including,
without limitation, the right to vote or to receive dividends.
The Restated Rights Agreement (which includes as Exhibit B the
forms of Rights Certificate and Election to Exercise) is attached hereto as
an exhibit and is incorporated herein by reference. The foregoing descrip-
tion of the Rights is qualified in its entirety by reference to the
Restated Rights Agreement and such exhibit thereto.
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused this
amendment to this report to be signed on its behalf by the undersigned,
hereunto duly authorized.
NEW ENGLAND BUSINESS SERVICE, INC.
By /s/ William C. Lowe
Name: William C. Lowe
Title: President and Chief
Executive Officer
Date: October 25, 1994