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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED JUNE 29, 1996
OR
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NO. 1-11427
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NEW ENGLAND BUSINESS SERVICE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-2942374
(IRS EMPLOYER IDENTIFICATION NUMBER)
(STATE OR OTHER JURISDICTION
OFINCORPORATION OR ORGANIZATION)
500 MAIN STREET GROTON, MASSACHUSETTS 01471
(ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (508) 448-6111
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock ($1.00 par value) New York Stock Exchange
Preferred Stock Purchase
Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the Registrant's Common Stock, par value $1.00
per share, held by stockholders who are not affiliates of the Registrant at
September 6, 1996 as computed by reference to the closing price of such stock
on that date was approximately $207,199,773.
The number of shares of Registrant's Common Stock, par value $1.00 per
share, outstanding at September 6, 1996 was 13,476,408.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Annual Report to Stockholders for the fiscal year ended
June 29, 1996 are incorporated by reference into Items 5, 6, 7 and 8 (Part II)
and Item 14 (Part IV) of this Report. Such Annual Report, except for the parts
therein which have been specifically incorporated by reference, shall not be
deemed "filed" for the purposes of this report on Form 10-K.
2. Portions of the Proxy Statement sent to stockholders in connection with
the Annual Meeting to be held on October 25, 1996 are incorporated by
reference into Items 10, 11, 12 and 13 (Part III) of this Report. Such Proxy
Statement, except for the parts therein which have been specifically
incorporated by reference, shall not be deemed "filed" for the purposes of
this report on Form 10-K.
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PART I
ITEM 1. BUSINESS
Founded in 1952, New England Business Service, Inc. (which, with its branch,
NEBS Business Stationery located in the United Kingdom, and its wholly-owned
subsidiaries, SYCOM Inc., Shirlite, Ltd. of the United Kingdom and NEBS
Business Forms Limited of Midland, Ontario, shall be referred to as the
"Company") is a Delaware corporation with principal executive offices located
at 500 Main Street, Groton, Massachusetts 01471. The Company's main telephone
number is (508) 448-6111.
Reference is made to the information contained in Note 13, Financial
Information by Geographic Area, in the Notes to the Consolidated Financial
Statements on page 24 of the Company's Annual Report to Stockholders for the
fiscal year ended June 29, 1996.
PRODUCTS
The Company's product line consists of well over 1,000 standardized
imprinted manual and computer business forms, checks and check writing
systems, stationery, labels, custom forms, brochures, and other printed
products. The Company also distributes selected software products designed to
meet small business needs. Products are either specifically designed for
individual lines of business or are universally usable by all small businesses
and professional offices. The Company's full range of products are enhanced by
high quality, fast delivery, competitive prices and extensive product
guarantees.
The Company's standardized manual business forms include billing forms, work
orders, job proposals, purchase orders and invoices. Standardized manual
business forms are designed to provide small businesses with the financial and
other business records necessary to efficiently manage a business. The
Company's stationery line, including letterhead, envelopes and business cards,
is available in a variety of formats and ink colors designed to provide small
businesses with a professional image. Checks and check writing systems are
designed to facilitate payments, the recording of transactional information
and the posting of related bookkeeping entries. Marketing products, such as
labels, pricing tags, signage and seasonal greeting cards, are designed to
facilitate a customer's selling and marketing efforts. Additionally, a line of
filing systems and appointment products has been designed specifically for use
in small professional offices.
The Company also offers a full line of printed products compatible with the
software which the Company distributes and with over 3,500 other third party
computer software packages commonly used by small businesses. The Company's
computer business forms, including checks, billing forms, work orders,
purchase orders and invoices, are designed to provide automated small
businesses with the records necessary to efficiently manage a business. The
Company's line of color-coordinated laser stationery products, including
letterhead, envelopes, brochures, flyers and business cards, are designed to
provide an automated small business with a coordinated, professional image.
Additionally, the Company offers the Company Colors(TM) line of printed
products. Company Colors offers a select line of two-color stationery, labels,
marketing products and business forms imprinted on the customer's choice of
high quality papers. The Company also offers Company Colors customers a custom
logo design service. The Company Colors line is designed to provide small
businesses with a single source for affordable, coordinated and professional
image-building materials.
The Company's line of NEBS(R) proprietary software consists of checkwriting,
billing and mailing application packages and easy-to-use forms-filling
packages. In addition, the Company distributes software products including
One-Write Plus(R) accounting software, Page Magic(TM) desktop publishing
software and a line of products designed by MySoftware, Inc. The software
distributed by the Company is designed to perform a variety of tasks required
to manage and promote a small business, and is compatible with the full range
of business forms and other printed products offered by the Company.
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PRODUCT DEVELOPMENT AND RESEARCH
The Company's products are primarily designed by an in-house product
development staff. The Company relies upon direct field research with
customers and prospects, focus groups, mail surveys, feedback from retail
distributors, retailers and representatives and unsolicited suggestions to
generate new product ideas. Product design efforts are accomplished or
directed by Company design personnel who employ manual and computer design
methods to create products. Product redesign efforts range from minor
revisions to existing manual business forms to the creation and design of a
consistent and coordinated line of products such as the Company Colors(TM)
line of printed products. Throughout the design process, the Company solicits
comments and feedback from customers and prospects.
SALES AND MARKETING
The Company has established two distinct channels of distribution. The
Company's primary channel is direct mail order in which promotional materials
advertising Company products are delivered by mail to over 1,238,000 customers
and over 6,500,000 prospective customers each year. The retail channel is an
established and growing channel and includes a broad network of over 25,000
dealers and a number of Company owned custom print desks located within
Kinko's, Inc. retail locations.
The Company's success has largely been attributable to highly effective
direct marketing. Mail order marketing in combination with focused
telemarketing allows the Company to identify and penetrate numerically and
geographically dispersed but, in the aggregate, significant markets. The
Company targets small businesses with 20 or fewer employees within these
markets with specialized promotions and products specifically designed to meet
small business needs. In the direct mail channel, the Company's promotional
materials contain one or more order forms to be completed by the customer and
either telephoned, mailed or faxed to the Company. Over 82% of customer orders
are received over the Company's network of toll-free telephone and data lines.
The Company's promotional materials include a reference catalog containing a
comprehensive display of the Company's product offerings. In addition there
are smaller catalogs focused on specific products or targeted to a specific
small business segment, promotional circulars with samples, flyers, and
inserts included with invoices, statements and product shipments. The Company
relies to a lesser extent on space advertising in magazines and post card
packages to generate sales leads from prospective customers. The Company
relies on the U.S. Postal Service for distribution of most of its advertising
materials.
The Company's sophisticated marketing database and customer/prospect lists
are a principal competitive advantage. The Company is able to select names and
plan promotional mailings based on a variety of customer/prospect attributes
including status as customer or prospect, line of business, product purchase
history, purchase frequency, or purchase dollar volume. The Company also rents
prospect lists from third-party sources.
Coated paper costs for promotional materials and postal rates for third
class mail have increased significantly over the past five years. The Company
has been able to counteract the impact of postal and paper cost increases with
cost reduction programs and selective product price increases.
In addition to direct mail, the Company is increasingly expanding its
presence in retail. The Company distributes a private label version of a full
line of standardized and customized manual and computer forms and related
products such as checks and labels through a dealer network comprised of local
printers, business forms dealers, stationers, computer stores, and system
houses numbering in excess of 25,000. In addition, the Company has established
a chain of custom print desks staffed by NEBS employees in a number of Kinko's
locations. Retail offers a particularly significant opportunity to market
custom and image-building product lines to customers with a propensity to buy
locally.
During 1996, the Company effectively deployed a new proprietary computer-
based ordering system called NEBSnet (TM). The NEBSnet system facilitates the
ordering process by allowing NEBS customers to work interactively with a sales
representative on a personal computer system with color display to create a
graphic
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representation of the desired printed product. The system includes pre-
formatted templates for a wide number of products, including business forms
and various kinds of stationery, and can be implemented with a minimum amount
of sales representative training. Further, the system provides automatic
quotes and a black and white proof at the time an order is taken. When the
design process is complete, the order is transmitted directly to a NEBS plant
for production and delivery.
RAW MATERIALS, PRODUCTION AND DISTRIBUTION
The Company produces semi-finished business forms on high speed roll-fed
presses from raw paper. The Company also purchases partially printed forms
from a number of industry sources at competitive prices. The Company has a
three year fixed price contract for carbonless paper. The Company has no other
long-term contracts with any of its suppliers and has not experienced a
shortage of paper for its products, catalogs or advertising materials in over
20 years. The cost of paper used for products and promotional materials
constitutes, directly or indirectly, less than 20% of sales.
The Company operates printing equipment specifically designed to meet the
demands of short-run printing. Typesetting and imprinting of customer headings
are accomplished with computerized typesetters, platemaking systems, letter
presses and offset presses. In addition, the Company operates manual and semi-
automatic bindery equipment. A number of the Company's presses have been
designed or substantially modified to meet the short-run demands of small
businesses. These specialized presses allow the Company to produce small-order
quantities with greater efficiency than possible with the stock equipment
available from typical printing press equipment suppliers.
The Company has invested significantly in electronic prepress equipment and
digital imaging presses to meet the growing demand for short-run color
printing.
The Company has no significant backlog of orders. The Company's objective is
to produce and ship product as expediently as possible following receipt of a
customer's order. During fiscal 1996, over 50% of products were produced and
shipped within two days and 90% within five days of order.
To facilitate expedient production and shipment of product, the Company
maintains significant inventories of raw paper ($434,000 at June 29, 1996),
and partially printed business forms and related office products ($8,241,000
at June 29, 1996).
The Company ships its products to customers by United Parcel Service (UPS)
and Parcel Post. The Company bills the customer for all direct shipping and
handling charges.
COMPETITION
The Company's primary competitors for printed products and stationery are
the more than 35,000 local job shop printers and dealers in the United States,
Canada and the United Kingdom. The company also competes with several other
companies of varying size marketing business forms by mail order. In addition,
approximately 20,000 retail stationers and national chains offer a variety of
preprinted business forms to businesses in their immediate trading area. Local
printers have an advantage of physical proximity to customers, but generally
do not have the capability of producing a broad array of products,
particularly those having a complex construction. Additionally, local printers
lack the economies of scale to produce a small order for a single customer on
a cost effective basis. General purpose, preprinted business forms offered by
stationers are typically price competitive with the Company's forms, but lack
the design and functionality for specific lines of business and the customized
customer information options available with the Company's products.
At present, approximately 10 to 15 major independent companies or divisions
of larger companies market business forms, stationery and supplies by mail
order. The primary competitive factors influencing a customer's purchase
decision are printing accuracy, product guarantees, speed of delivery, breadth
of product line, price and customer service. The Company believes that it is
the leading mail order marketer of business forms to the small business market
in the United States and Canada.
II-3
EMPLOYEES
The Company had 2,014 full and part-time employees at June 29, 1996. The
Company sponsors a number of employee benefit plans including medical and
hospitalization insurance plans, a cash profit sharing plan, a 401(k) salary
deferral plan and a defined benefit pension plan.
ENVIRONMENT
To the Company's knowledge, no material action or liability exists on the
date hereof arising from the Company's compliance with federal, state and
local statutes and regulations relating to protection of the environment.
EXECUTIVE OFFICERS OF THE COMPANY
The Company's executive officers are traditionally elected to office at the
first meeting of the Board of Directors following the Annual Meeting of
Stockholders. Edward M. Bolesky, Russell V. Corsini, Jr. and Steven G. Schlerf
were elected to office on October 27, 1995. Robert J. Murray was elected to
office on December 14, 1995. George P. Allman was elected to office on January
26, 1996. Each officer holds office until the first meeting of the Board
following the next Annual Meeting and until a successor is chosen. For
biographical information regarding Robert J. Murray, refer to the Company's
Proxy Statement incorporated by Item 10 herein by reference. Biographical
information for the other executive officers follows:
George P. Allman, age 54, joined the Company in 1996 and was elected Vice
President--Retail Sales and Operations. In 1984, Mr. Allman founded GPA,
Associates, Inc., and served as President from 1984 to 1994. During 1995, Mr.
Allman was a private investor.
Edward M. Bolesky, age 50, joined the Company in 1981 and has served in
numerous capacities in operations and administration. In 1990, Mr. Bolesky was
elected Vice President--Director, Administration and Composition. In 1991, he
was elected Vice President--Sales. In 1993, he was elected Vice President--
General Manager, Administration & Customer Relations. In 1994, he was elected
Vice President--General Manager, Operations. In 1995, he was elected Vice
President--General Manager, Manufacturing and Information Systems. In 1996,
Mr. Bolesky was elected Vice President--Direct Marketing/Telesales and
Service.
Russell V. Corsini, Jr., age 53, joined the Company in 1982 as Corporate
Controller and was elected Vice President, Finance in October, 1983. In 1994,
Mr. Corsini was elected Vice President--Chief Financial Officer.
Steven G. Schlerf, age 44, joined the Company in 1979 and has served in a
variety of capacities in manufacturing and operations. Mr. Schlerf was elected
Vice President--Image Manufacturing and Product Development in 1995, and Vice
President--Manufacturing and Technical Operations in 1996.
ITEM 2. PROPERTIES
The Company owns land and buildings in Massachusetts, New Hampshire,
Missouri, Canada and the United Kingdom. The Company leases office facilities
and manufacturing space in Arizona, California, Massachusetts, Texas and
Wisconsin. The Company owns land in Georgia.
In Groton, Massachusetts, the Company owns a 125,000 square foot office
building situated on 36 acres of land. The building was constructed in 1978
and expanded in 1982. The Groton property provides office space for marketing,
administrative, information resource, purchasing, finance and executive
personnel.
In Townsend, Massachusetts, the Company owns a 130,000 square foot
manufacturing and administrative facility situated on 15 acres of land. The
building was originally constructed in 1959 and expanded from time to time
through 1989.
In Peterborough, New Hampshire, the Company owns a 125,000 square foot
manufacturing and administrative facility situated on 48 acres of land. The
building was originally constructed in 1975 and expanded in 1978.
II-4
In Maryville, Missouri, the Company owns a 100,000 square foot manufacturing
facility situated on 50 acres of land. The building was constructed in 1980.
In Midland, Ontario, the Company owns a 110,000 square foot administrative
and manufacturing facility situated on 8 acres of land. The facility was
originally constructed in 1985 and expanded in 1989.
In Chester, England, the Company owns a 38,000 square foot office and
production facility situated on 4 acres of land. The facility was originally
constructed in 1989.
In Scottsdale, Arizona, the Company leases a 25,000 square foot
manufacturing facility.
The Company also leases 25,000 square feet in Flagstaff Arizona, 25,000
square feet in Phoenix, Arizona, 1,000 square feet in Long Beach, California,
and 2,000 square feet in Madison, Wisconsin for administrative purposes, and
2,000 square feet in Woburn, Massachusetts for sales purposes.
The Company holds available for sublease 5,000 square feet of office space
in a multi-tenant office building in Dallas, Texas.
The Company believes its existing production and office facilities are
adequate for its present and foreseeable future needs.
ITEM 3. LEGAL PROCEEDINGS
To the Company's knowledge, no material legal proceedings are pending on the
date hereof to which the Company is a party or to which any property of the
Company is subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The section entitled "Common Stock" located on page 26, and footnotes 4, 5,
6 and 14 to the Consolidated Financial Statements on pages 20 to 21 and page
24 of the Company's Annual Report to Stockholders for the fiscal year ended
June 29, 1996 are incorporated herein by reference. The number of record
holders of the Company's Common stock at September 6, 1996 was 768. The
Company estimates the number of beneficial owners of the Company's Common
stock to be 5,800 at September 6, 1996.
ITEM 6. SELECTED FINANCIAL DATA
The section entitled "Eleven Year Summary" located on pages 12 and 13 of the
Company's Annual Report to Stockholders for the fiscal year ended June 29,
1996 is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The section entitled "Management Discussion and Analysis" located on pages
25 and 26 of the Company's Annual Report to Stockholders for the fiscal year
ended June 29, 1996 is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
The Consolidated Financial Statements and notes thereto located on pages 14
to 24 of the Company's Annual Report to Stockholders for the fiscal year ended
June 29, 1996 are incorporated herein by reference.
II-5
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The section entitled "Nominees for Election as Directors" located on pages 3
and 4 of the Company's Proxy Statement for Annual Meeting of Stockholders to
be held October 25, 1996 is incorporated herein by reference. See also
"Executive Officers of the Company" in Item 1 above in this Report.
ITEM 11. EXECUTIVE COMPENSATION
The section entitled "Compensation of Officers and Directors" located on
pages 6 to 9 of the Company's Proxy Statement for Annual Meeting of
Stockholders to be held October 25, 1996 is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The section entitled "Voting Securities" located on pages 1 and 2 of the
Company's Proxy Statement for Annual Meeting of Stockholders to be held
October 25, 1996 is incorporated herein by reference.
ITEM 13. CERTAIN BUSINESS RELATIONSHIPS--COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION.
The section entitled "Certain Business Relationships--Compensation Committee
Interlocks and Insider Participation" located on page 5 of the Company's Proxy
Statement for Annual Meeting of Stockholders to be held October 25, 1996 is
incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) The following financial statements which are located on the following
pages of the Company's Annual Report to Stockholders for the fiscal year ended
June 29, 1996 are incorporated herein by reference.
PAGE(S)
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Independent Auditors' Report.......................................... 26
Consolidated Balance Sheets as of June 29, 1996 and June 30, 1995..... 14-15
Statements of Consolidated Income for the fiscal years ended June 29,
1996, June 30, 1995, and
June 24, 1994........................................................ 16
Statements of Consolidated Stockholders' Equity for the fiscal years
ended June 29, 1996,
June 30, 1995, and June 24, 1994..................................... 17
Statements of Consolidated Cash Flows for the fiscal years ended June
29, 1996, June 30, 1995 and June 24, 1994............................ 18
Notes to Consolidated Financial Statements............................ 19 -24
(a)(2) The following financial statement schedules are filed as part of this
report and are located on the following pages:
PAGE(S)
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Independent Auditors' Report............................................ 11
Schedule II Valuation and Qualifying Accounts........................... 12
Schedules I, III, IV, and V are omitted as not applicable or not required
under Regulation S-X.
II-6
(a)(3) Exhibits required to be filed by Item 601 of Regulation S-K:
(2) Not applicable.
(3)(a) Certificate of Incorporation of the Registrant. (Incorporated by
reference to the Company's Current Report on Form 8-K dated
October 31, 1986.)
(3)(b) 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.)
(3)(c) 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.)
(3)(d) By-Laws of the Registrant, 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)(a) Specimen stock certificate for shares of Common Stock, par value
$1.00 per share. (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)(b) Amended and Restated Rights Agreement, dated as of October 27,
1989 as amended as of October 20, 1994 (the "Rights Agreement"),
between New England Business Service, Inc. 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.)
(9) Not applicable.
(10)(a) NEBS 1990 Key Employee Stock Option and Stock Appreciation Rights
Plan dated July 27, 1990. (Incorporated by reference to Exhibit
(10)(a) to the Company's Annual Report on Form 10-K for the fiscal
year ended June 29, 1990, filed September 14, 1990.)
(10)(b) Revolving Credit Agreement between the Company and The First
National Bank of Boston dated August 30, 1996.
(10)(c) NEBS Deferred Compensation Plan for Outside Directors.
(Incorporated by reference to Exhibit (10)(d) to the Company's
Annual Report on Form 10-K for the fiscal year ended June 25,
1982, filed September 23, 1982.)
(10)(d) NEBS 1994 Key Employee and Eligible Director Stock Option and
Stock Appreciation Rights Plan dated July 22, 1994. (Incorporated
by reference to Exhibit (10)(f) to the Company's Annual Report on
Form 10-K for the fiscal year ended June 24, 1994, filed September
16, 1994.)
(10)(e) New England Business Service, Inc. Stock Compensation Plan dated
July 25, 1994. (Incorporated by reference to Exhibit (10)(g) to
the Company's Annual Report on Form 10-K for the fiscal year ended
June 24, 1994, filed September 16, 1994.)
(10)(f) Key Employee Non-Incentive Stock Option Agreement between the
Company and William C. Lowe granted as of November 12, 1993.
(Incorporated by reference to Exhibit (10)(i) to the Company's
Annual Report on Form 10-K for the fiscal year ended June 24,
1994, filed September 16, 1994.)
(10)(g) Separation Agreement dated December 14, 1995 between the Company
and William C. Lowe. (Incorporated by reference to Exhibit (10)(a)
to the Company's Quarterly Report on Form 10-Q for the quarterly
period ended December 31, 1995, filed February 8, 1996.)
(10)(h) Severance Agreement dated November 6, 1995 between the Company and
William C. Lowe.
II-7
(10)(i) Severance Agreement dated November 6, 1995 between the Company and
Russell V. Corsini, Jr.
(10)(j) Severance Agreement dated November 6, 1995 between the Company and
Edward M. Bolesky.
(10)(k) New England Business Service, Inc. Deferred Compensation Plan
dated June 25, 1994. (Incorporated by reference to Exhibit (10)(g)
to the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1995, filed September 15, 1995.)
(10)(l) Supplemental Retirement Plan for Executive Employees of New
England Business Service, Inc. dated July 1, 1991, as amended June
24, 1994. (Incorporated by reference to Exhibit (10)(h) to the
Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1995, filed September 15, 1995.)
(10)(m) Executive Bonus Plan for 1996.
(10)(n) Executive Bonus Plan for 1997.
(11) Statement re Computation of Per Share Earnings.
(12) Not applicable.
(13) The Annual Report to Stockholders for the fiscal year ended June
29, 1996.
(16) Not applicable.
(18) Not applicable.
(21) List of Subsidiaries.
(22) Not applicable.
(23) Consent of Deloitte & Touche LLP.
(24) Not applicable.
(27) Article 5 Financial Data Schedule.
(28) Not applicable.
(99) Not applicable.
Location of Documents Pertaining to Executive Compensation Plans and
Arrangements:
(1) NEBS 1990 Key Employee Stock Option and Stock Appreciation Rights
Plan: Exhibit (10)(a) to the Company's Annual Report on Form 10-K
for the fiscal year ended June 29, 1990, filed September 14, 1990.
(2) NEBS 1994 Key Employee and Eligible Director Stock Option and
Stock Appreciation Rights Plan: Exhibit (10)(f) to the Company's
Annual Report on Form 10-K for the fiscal year ended June 24,
1994, filed September 16, 1994.
(3) New England Business Service, Inc. Stock Compensation Plan:
Exhibit (10)(g) to the Company's Annual Report on Form 10-K for
the fiscal year ended June 24, 1994, filed September 16, 1994.
(4) Key Employee Non-Incentive Stock Option Agreement between the
Company and William C. Lowe: Exhibit (10)(i) to the Company's
Annual Report on Form 10-K for the fiscal year ended June 24,
1994, filed September 16, 1994.
(5) Separation Agreement between the Company and William C. Lowe:
Exhibit (10)(a) to the Company's Quarterly Report on Form 10-Q for
the quarterly period ended December 31, 1995, filed February 8,
1996.
(6) Severance Agreement between the Company and William C. Lowe:
Exhibit (10)(h) to this Annual Report on Form 10-K.
II-8
(7) Severance Agreement between the Company and Russell V. Corsini,
Jr.: Exhibit (10)(i) to this Annual Report on Form 10-K.
(8) Severance Agreement between the Company and Edward M. Bolesky:
Exhibit (10)(j) to this Annual Report on Form 10-K.
(9) New England Business Service, Inc. Deferred Compensation Plan:
Exhibit (10)(g) to the Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 1995, filed September 15, 1995.
(10) Supplemental Retirement Plan for Executive Employees of New
England Business Service, Inc.: Exhibit (10)(h) to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30,
1995, filed September 15, 1995.
(11) Executive Bonus Plan for 1996: Exhibit (10)(m) to this Annual
Report on Form 10-K.
(12) Executive Bonus Plan for 1997: Exhibit (10)(n) to this Annual
Report on Form 10-K.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the Company's fourth quarter.
II-9
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
New England Business Service, Inc.
(Registrant)
/s/ Robert J. Murray
By __________________________________
(ROBERT J. MURRAY, CHAIRMAN,
PRESIDENT AND CHIEF EXECUTIVE
OFFICER)
Date: September 11, 1996
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT IN THE CAPACITIES AND ON THE DATES INDICATED.
NAME TITLE DATE
/s/ Robert J. Murray Chairman, President, September 11,
- ------------------------------------- Chief Executive 1996
(ROBERT J. MURRAY) Officer and
Director
/s/ Peter A. Brooke Director September 11,
- ------------------------------------- 1996
(PETER A. BROOKE)
/s/ Robert L. Gable Director September 11,
- ------------------------------------- 1996
(ROBERT L. GABLE)
/s/ Benjamin H. Lacy Director September 11,
- ------------------------------------- 1996
(BENJAMIN H. LACY)
/s/ Herbert W. Moller Director September 11,
- ------------------------------------- 1996
(HERBERT W. MOLLER)
/s/ Frank L. Randall, Jr. Director September 11,
- ------------------------------------- 1996
(FRANK L. RANDALL, JR.)
/s/ Jay R. Rhoads, Jr. Director September 11,
- ------------------------------------- 1996
(JAY R. RHOADS, JR.)
/s/ Richard H. Rhoads Director September 11,
- ------------------------------------- 1996
(RICHARD H. RHOADS)
/s/ Brian E. Stern Director September 11,
- ------------------------------------- 1996
(BRIAN E. STERN)
/s/ Russell V. Corsini, Jr. Principal Financial September 11,
- ------------------------------------- and Accounting 1996
(RUSSELL V. CORSINI, JR.) Officer
II-10
INDEPENDENT AUDITORS' REPORT
New England Business Service, Inc.
We have audited the consolidated balance sheets of New England Business
Service, Inc. and its subsidiaries as of June 29, 1996, and June 30, 1995, and
the related statements of consolidated income, consolidated stockholders'
equity and consolidated cash flows for each of the three years in the period
ended June 29, 1996, and have issued our report thereon dated July 26, 1996;
such financial statements and report are included in your 1996 Annual Report
to Stockholders and are incorporated herein by reference. Our audits also
included the consolidated financial statement schedule of New England Business
Service, Inc. and its subsidiaries, listed in Item 14(a)(2). This financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
July 26, 1996
II-11
SCHEDULE II
NEW ENGLAND BUSINESS SERVICE, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(000'S OMITTED)
ADDITIONS
----------------------
BALANCE AT CHARGED DEDUCTIONS BALANCE AT
BEGINNING CHARGED TO OTHER FROM END OF
PERIOD TO INCOME ACCOUNTS (1) RESERVES (2) PERIOD
---------- --------- ------------ ------------ ----------
Reserves deducted from
assets to which they
apply:
For doubtful accounts
receivable:
Year ended June 24,
1994................. $2,944 $2,799 $ 0 $2,731 $3,012
Year ended June 30,
1995................. 3,012 3,177 0 2,885 3,304
Year ended June 29,
1996................. 3,304 3,033 0 2,994 3,343
Reserves included in
liabilities:
For sales returns and
allowances:
Year ended June 24,
1994................. 779 1,078 0 779 1,078
Year ended June 30,
1995................. 1,078 990 0 1,078 990
Year ended June 29,
1996................. 990 1,072 0 990 1,072
- --------
(1) Recovery of accounts previously written off.
(2) Accounts written off.
12