<HTML>
<HEAD>
<TITLE>Filed by Bowne Pure Compliance</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<DIV style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">
<DIV style="font-size: 10pt">
<DIV style="font-size: 1pt; width: 100%; border-bottom: black 2pt solid">&nbsp;</DIV>
<DIV style="font-size: 1pt; width: 100%; border-bottom: black 1pt solid">&nbsp;</DIV>

<P style="font-size: 14pt" align="center"><B>UNITED STATES<BR>
SECURITIES AND
EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P style="font-size: 18pt" align="center"><B>FORM 8-K</B>

<P style="font-size: 12pt" align="center"><B>CURRENT REPORT<BR>
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P style="font-size: 10pt" align="center"><B>Date of Report (Date of earliest
event reported): February 3, 2009</B>

<P style="font-size: 24pt" align="center"><B>NBC Acquisition
Corp.<BR>
</B><FONT style="font-size: 10pt">(Exact name of registrant as
specified in its charter) </FONT>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="100%" border="0">

 <TR>
  <TD width="32%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="33%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="32%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>Delaware</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>333-48225</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>47-0793347</B></TD>
 </TR>
 <TR valign="top">
  <TD>(State or other Jurisdiction of Incorporation)</TD>
  <TD>&nbsp;</TD>
  <TD>(Commission File Number)</TD>
  <TD>&nbsp;</TD>
  <TD>(IRS Employer Identification No.)</TD>
 </TR>

</TABLE>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="100%" border="0">

 <TR>
  <TD width="49%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="49%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>4700 South 19th
Street<BR>
Lincoln, NE<BR>
</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>68501-0529</B></TD>
 </TR>
 <TR valign="top">
  <TD>(Address of Principal Executive Offices)</TD>
  <TD>&nbsp;</TD>
  <TD>(Zip Code)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number,
including area code: <B>(402) 421-7300</B>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="30%" border="0">

 <TR>
  <TD width="100%">&nbsp;</TD>
 </TR>
 <TR>
  <TD style="border-bottom: #000000 1px solid" nowrap><B>&nbsp;</B></TD>
 </TR>
 <TR>
  <TD nowrap>(Former name or former address if changed since last report.)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="left">Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:

<P style="font-size: 10pt" align="left"><FONT face="Wingdings">o</FONT> Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>


<DIV style="margin-top: 10pt; font-size: 1pt; width: 100%; border-bottom: black 1pt solid">&nbsp;</DIV>
<DIV style="font-size: 1pt; width: 100%; border-bottom: black 2pt solid">&nbsp;</DIV>
</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">1
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV
style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">

<P style="font-size: 10pt" align="center"><B>SECTION 1 &#8211;
REGISTRANT&#8217;S BUSINESS AND OPERATIONS</B>

<P style="font-size: 10pt" align="left"><B>ITEM 1.01 &#8212; ENTRY INTO A
MATERIAL DEFINITIVE AGREEMENT.</B>

<P style="font-size: 10pt" align="left"><B>Sixth Amendment to Credit
Facility</B>

<P style="font-size: 10pt" align="left">Effective as of February&nbsp;3, 2009,
Nebraska Book Company, Inc. (&#8220;<U>Nebraska</U> <U>Book</U>&#8221;), a
Kansas corporation and the wholly-owned subsidiary of NBC Acquisition Corp., a
Delaware corporation (&#8220;<U>NBC</U>&#8221;), amended its Amended and
Restated Credit Agreement, dated as of February&nbsp;13, 1998, as amended and
restated as of December&nbsp;10, 2003, as further amended and restated as of
March&nbsp;4, 2004, and as amended by the First Amendment thereto, dated as of
August&nbsp;6, 2004, the Second Amendment thereto, dated as of October&nbsp;20,
2004, the Third Amendment thereto, dated as of August&nbsp;1, 2005, the Fourth
Amendment thereto, dated as of April&nbsp;26, 2006, and the Fifth Amendment
thereto, dated as of March&nbsp;30, 2007 (the &#8220;<U>Credit</U>
<U>Agreement</U>&#8221;), among Nebraska Book, NBC Holdings Corp., NBC, the
lenders party from time to time thereto, JPMorgan Chase Bank, N.A. (formerly
known as JPMorgan Chase Bank), as administrative agent and collateral agent,
Citigroup Global Markets Inc., as syndication agent, and Bank of America, N.A.
(as successor by merger to Fleet National Bank) and Wells Fargo Bank N.A., as
co-documentation agents, to, among other things, (i) extend the maturity date
of its Revolving Credit Facility from March&nbsp;4, 2009 to May&nbsp;31, 2010
(the &#8220;<U>Credit</U> <U>Facility</U>&#8221;), (ii)&nbsp;decrease the
maximum borrowing capacity under the Credit Facility to $65&nbsp;million, and
(iii) amend certain definitions and financial covenants under the Senior Credit
Facility (the &#8220;<U>Sixth</U> <U>Amendment</U>&#8221;).

<P style="font-size: 10pt" align="left">The foregoing description of the Credit
Agreement and the Sixth Amendment is qualified in its entirety by reference to
the full text of the Credit Agreement and the Sixth Amendment filed as an
exhibit hereto.

<P style="font-size: 10pt" align="left">There is no material non-banking
relationship between the Registrant or its affiliates and any of the other
parties to the Credit Agreement.

<P style="font-size: 10pt" align="left"><B>Series&nbsp;A Investment</B>

<P style="font-size: 10pt" align="left">On February&nbsp;3, 2009, in connection
with an equity investment by certain shareholders in NBC&#8217;s parent, NBC
Holdings Corp. (&#8220;<U>Parent</U>&#8221;), NBC entered into a Stock
Subscription Agreement (the &#8220;<U>Subscription</U>
<U>Agreement</U>&#8221;), pursuant to which Parent purchased 10,000 shares of a
newly created series of our preferred stock, designated &#8220;Series&nbsp;A
Redeemable Preferred Stock&#8221;, par value $0.01 per share (the
&#8220;<U>Series</U> <U>A</U> <U>Preferred</U> <U>Shares</U>&#8221;) for $1,000
per share, for an aggregate purchase price of $10,000,000 (the
&#8220;<U>Series</U> <U>A</U> <U>Investment</U>&#8221;).

<P style="font-size: 10pt" align="left">The Series&nbsp;A Preferred Shares have
a liquidation preference equal to $1,000 per share of Series&nbsp;A Preferred
Stock, as adjusted for stock splits, stock dividends, capital reorganizations,
reclassifications and the like, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
payment, including for any partial annual period (the &#8220;<U>Liquidation</U>
<U>Preference</U>&#8221;).

<P style="font-size: 10pt" align="left">The holders of the Series&nbsp;A
Preferred Shares shall be entitled to receive mandatory cumulative dividends
from the date of issuance thereof, at a rate of 15% per annum of the
Liquidation Preference, which dividends may be paid in cash or additional
shares of Series&nbsp;A Preferred Stock only to the extent permitted by
existing NBC debt covenants.

<P style="font-size: 10pt" align="left">For as long as any shares of
Series&nbsp;A Preferred Shares remain outstanding, without the consent of the
holders of at least a majority of the outstanding, NBC will be prohibited from
(i)&nbsp;amending, altering or repealing the First Amended and Restated
Certificate so as to adversely affects the rights, powers, preferences, or
privileges of the holders of the Series&nbsp;A Preferred Shares,
(ii)&nbsp;creating, authorizing or issuing any equity securities senior or in
parity with to the Series&nbsp;A Preferred Shares, or increase the authorized
number of shares of such class or series, (iii)&nbsp;redeeming, repurchasing,
or setting aside any sums for the purchase or redemption of any equity
securities of NBC to which the Series&nbsp;A Preferred Shares rank senior and
prior, or (iv)&nbsp;directly or indirectly declaring or paying dividends other
than upon the Series&nbsp;A Preferred Stock.

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">2
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV
style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">

<P style="font-size: 10pt" align="left">The foregoing description is qualified
in its entirety by reference to the full text of the Subscription Agreement and
the terms, rights, preferences and privileges set forth in the NBC Amended and
Restated Certificate of Incorporation filed as an exhibit hereto.

<P style="font-size: 10pt" align="center"><B>SECTION 2 &#8211; FINANCIAL
INFORMATION</B>

<P style="font-size: 10pt" align="left"><B>ITEM 2.03 &#8212; CREATION OF A
DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT.</B>

<P style="font-size: 10pt" align="left">The information included in
Item&nbsp;1.01 above regarding the Credit Agreement and the Sixth Amendment
thereto is incorporated by reference into this Item&nbsp;2.03.

<P style="font-size: 10pt" align="center"><B>SECTION 3 &#8211; SECURITIES AND
TRADING MARKETS</B>

<P style="font-size: 10pt" align="left"><B>ITEM 3.02 &#8212; UNREGISTERED SALES
OF EQUITY SECURITIES.</B>

<P style="font-size: 10pt" align="left">The information disclosed in
Item&nbsp;1.01 of this Current Report on Form&nbsp;8-K is incorporated by
reference into this Item&nbsp;3.02. The sale and issuance of the Series&nbsp;A
Preferred Shares to Parent, on February&nbsp;3, 2009, has been determined to be
exempt from registration under the Securities Act in reliance on
Section&nbsp;4(2)&nbsp;of the Securities Act, as a transaction by an issuer not
involving a public offering. Parent has represented that it is an accredited
investor, as that term is defined in Rule&nbsp;501 promulgated under the
Securities Act, and that it has acquired the securities for investment purposes
only and not with a view to or for sale in connection with any distribution
thereof.

<P style="font-size: 10pt" align="center"><B>SECTION 5 &#8211; CORPORATE
GOVERNANCE AND MANAGEMENT</B>

<P style="font-size: 10pt" align="left"><B>ITEM 5.03 &#8212; AMENDMENTS TO
ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.</B>

<P style="font-size: 10pt" align="left">The information disclosed in
Item&nbsp;1.01 of this Current Report on Form&nbsp;8-K is incorporated by
reference into this Item&nbsp;5.03. On February&nbsp;3, 2009, NBC filed with
the Delaware Secretary of State an Amended and Restated Certificate of
Incorporation, that created the new Series&nbsp;A Preferred Shares, authorized
20,000 Series&nbsp;A Preferred Shares and designated the rights, preferences,
privileges and limitations of the Series&nbsp;A Preferred Shares, as described
in Item&nbsp;1.01 of this Current Report on Form&nbsp;8-K.

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">3
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV
style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">

<P style="font-size: 10pt" align="center"><B>SECTION 9 &#8211; FINANCIAL
STATEMENTS AND EXHIBITS</B>

<P style="font-size: 10pt" align="left"><B>ITEM 9.01 &#8211; FINANCIAL
STATEMENTS AND EXHIBITS.</B>

<P style="font-size: 10pt" align="left">(d)&nbsp;&nbsp;Exhibits.

<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD nowrap align="left" width="3%">3.1</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>Amended and Restated Certificate of Incorporation of NBC Acquisition
Corp.</TD>
 </TR>

</TABLE>


<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD nowrap align="left" width="3%">10.1</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>Sixth Amendment, dated as of February&nbsp;3, 2009, to the Amended and
Restated Credit Agreement, dated as of February 13, 1998, as amended and
restated as of December&nbsp;10, 2003, as further amended and restated as of
March&nbsp;4, 2004, and as amended by the First Amendment thereto, dated as of
August&nbsp;6, 2004, the Second Amendment thereto, dated as of October&nbsp;20,
2004, the Third Amendment thereto, dated as of August&nbsp;1, 2005, the Fourth
Amendment thereto, dated as of April&nbsp;26, 2006, and the Fifth Amendment
thereto, dated as of March&nbsp;30, 2007, among Nebraska Book Company, Inc.,
NBC Holdings Corp., NBC Acquisition Corp., the lenders party from time to time
thereto, JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as
administrative agent and collateral agent, Citigroup Global Markets Inc., as
syndication agent, and Bank of America, N.A. (as successor by merger to Fleet
National Bank) and Wells Fargo Bank N.A., as co-documentation agents.</TD>
 </TR>

</TABLE>


<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD nowrap align="left" width="3%">10.2</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>Stock Subscription Agreement, between NBC Acquisition Corp. and NBC
Holdings Corp., dated as of February&nbsp;3, 2009.</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt; margin-left: 4%" align="left"><B>SAFE HARBOR
REGARDING FORWARD LOOKING STATEMENTS</B>.

<P style="font-size: 10pt; margin-left: 4%" align="left">This Form 8-K
(including the Exhibits hereto) contains forward-looking statements that are
made pursuant to the safe harbor provisions of Section&nbsp;21E of the
Securities Exchange Act of 1934. These forward-looking statements do not
constitute guarantees of future performance. Such forward-looking statements
are subject to a number of risks and uncertainties that could cause actual
results to differ materially from those anticipated by the forward-looking
statements. More information about potential factors that could affect
NBC&#8217;s business and financial results are included in NBC&#8217;s Annual
Report on Form 10-K for the fiscal year ended March&nbsp;31, 2008 and Quarterly
Report on Form 10-Q for the quarterly period ended September&nbsp;30, 2008,
which are on file with the Securities and Exchange Commission and available at
the Security and Exchange Commission&#8217;s website at http://www.sec.gov. NBC
assumes no obligation to update any forward-looking information contained in
this Form 8-K.

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">4
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV
style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">

<P style="font-size: 10pt" align="center"><B>SIGNATURES</B>

<P style="font-size: 10pt; text-indent: 2%" align="left">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.


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">
<!-- Begin Table Head -->

 <TR valign="bottom">
  <TD width="50%">&nbsp;</TD>
  <TD width="50%">&nbsp;</TD>
 </TR>

 <TR style="font-size: 10pt" valign="bottom">
  <TD>&nbsp;</TD>
  <TD align="left"><B>NBC ACQUISITION CORP.</B></TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->

<TR><TD>&nbsp;</TD></TR>


 <TR style="font-size: 10pt" valign="bottom">
  <TD align="left">Date: February 4, 2009</TD>
  <TD style="border-bottom: #000000 1px solid" align="left">/s/ Alan G. Siemek</TD>
 </TR>

 <TR style="font-size: 10pt" valign="bottom">
  <TD>&nbsp;</TD>
  <TD align="left">Alan G. Siemek<BR>
Vice President and Treasurer<BR>
(Principal Financial and Accounting Officer)</TD>
 </TR>
<!-- End Table Body -->

</TABLE>
</DIV>

<P style="font-size: 10pt" align="left">&nbsp;

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">5
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV
style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">

<P style="font-size: 10pt" align="center">EXHIBIT INDEX
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">
<!-- Begin Table Head -->

 <TR valign="bottom">
  <TD width="8%">&nbsp;</TD>
  <TD width="5%">&nbsp;</TD>
  <TD width="87%">&nbsp;</TD>
 </TR>
 <TR style="font-size: 10pt" valign="bottom">
  <TD style="border-bottom: #000000 1px solid" nowrap align="left"><B>Exhibit
No.</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid" nowrap
align="center"><B>Description</B></TD>
 </TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px"><B>&nbsp;</B>&nbsp;</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left"><B>&nbsp;</B></TD>
 </TR>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">3.1 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Amended and Restated Certificate of
Incorporation of NBC Acquisition Corp.</TD>
 </TR>

<TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">10.1 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Sixth Amendment, dated as of February&nbsp;3,
2009, to the Amended and Restated Credit Agreement, dated as of
February&nbsp;13, 1998, as amended and restated as of December&nbsp;10, 2003,
as further amended and restated as of March&nbsp;4, 2004, and as amended by the
First Amendment thereto, dated as of August&nbsp;6, 2004, the Second Amendment
thereto, dated as of October&nbsp;20, 2004, the Third Amendment thereto, dated
as of August&nbsp;1, 2005, the Fourth Amendment thereto, dated as of
April&nbsp;26, 2006, and the Fifth Amendment thereto, dated as of
March&nbsp;30, 2007, among Nebraska Book Company, Inc., NBC Holdings Corp., NBC
Acquisition Corp., the lenders party from time to time thereto, JPMorgan Chase
Bank, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent and
collateral agent, Citigroup Global Markets Inc., as syndication agent, and Bank
of America, N.A. (as successor by merger to Fleet National Bank) and Wells
Fargo Bank N.A., as co-documentation agents.</TD>
 </TR>

<TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">10.2 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Stock Subscription Agreement, between NBC
Acquisition Corp. and NBC Holdings Corp., dated as of February&nbsp;3,
2009.</TD>
 </TR>
<!-- End Table Body -->

</TABLE>
</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">6
</DIV>
</BODY>
</HTML>
[{"type": "8-K", "sequence": "1", "filename": "c80239e8vk.htm", "description": "FORM 8-K", "secsgml_size_bytes": 20529}]
{"company-data": {"conformed-name": "NBC ACQUISITION CORP", "cik": "0001056756", "assigned-sic": "5190", "irs-number": "470793347", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-48225", "film-number": "09569578"}, "business-address": {"street1": "4700 SOUTH 19TH ST", "city": "LINCOLN", "state": "NE", "zip": "68501-0529", "phone": "4024217300"}, "mail-address": {"street1": "4700 SOUTH 19TH ST", "city": "LINCOLN", "state": "NE", "zip": "68501-0529"}}
Filed by Bowne Pure Compliance
UNITED STATES
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): February 3, 2009
NBC Acquisition
Corp.
(Exact name of registrant as
specified in its charter)
Delaware
333-48225
47-0793347
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
4700 South 19th
Street
Lincoln, NE
68501-0529
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number,
including area code:
(402) 421-7300
(Former name or former address if changed since last report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 –
REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 — ENTRY INTO A
MATERIAL DEFINITIVE AGREEMENT.
Sixth Amendment to Credit
Facility
Effective as of February 3, 2009,
Nebraska Book Company, Inc. ("
Nebraska
Book
"), a
Kansas corporation and the wholly-owned subsidiary of NBC Acquisition Corp., a
Delaware corporation ("
NBC
"), amended its Amended and
Restated Credit Agreement, dated as of February 13, 1998, as amended and
restated as of December 10, 2003, as further amended and restated as of
March 4, 2004, and as amended by the First Amendment thereto, dated as of
August 6, 2004, the Second Amendment thereto, dated as of October 20,
2004, the Third Amendment thereto, dated as of August 1, 2005, the Fourth
Amendment thereto, dated as of April 26, 2006, and the Fifth Amendment
thereto, dated as of March 30, 2007 (the "
Credit
Agreement
"), among Nebraska Book, NBC Holdings Corp., NBC, the
lenders party from time to time thereto, JPMorgan Chase Bank, N.A. (formerly
known as JPMorgan Chase Bank), as administrative agent and collateral agent,
Citigroup Global Markets Inc., as syndication agent, and Bank of America, N.A.
(as successor by merger to Fleet National Bank) and Wells Fargo Bank N.A., as
co-documentation agents, to, among other things, (i) extend the maturity date
of its Revolving Credit Facility from March 4, 2009 to May 31, 2010
(the "
Credit
Facility
"), (ii) decrease the
maximum borrowing capacity under the Credit Facility to $65 million, and
(iii) amend certain definitions and financial covenants under the Senior Credit
Facility (the "
Sixth
Amendment
").
The foregoing description of the Credit
Agreement and the Sixth Amendment is qualified in its entirety by reference to
the full text of the Credit Agreement and the Sixth Amendment filed as an
exhibit hereto.
There is no material non-banking
relationship between the Registrant or its affiliates and any of the other
parties to the Credit Agreement.
Series A Investment
On February 3, 2009, in connection
with an equity investment by certain shareholders in NBC's parent, NBC
Holdings Corp. ("
Parent
"), NBC entered into a Stock
Subscription Agreement (the "
Subscription
Agreement
"), pursuant to which Parent purchased 10,000 shares of a
newly created series of our preferred stock, designated "Series A
Redeemable Preferred Stock", par value $0.01 per share (the
"
Series
A
Preferred
Shares
") for $1,000
per share, for an aggregate purchase price of $10,000,000 (the
"
Series
A
Investment
").
The Series A Preferred Shares have
a liquidation preference equal to $1,000 per share of Series A Preferred
Stock, as adjusted for stock splits, stock dividends, capital reorganizations,
reclassifications and the like, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
payment, including for any partial annual period (the "
Liquidation
Preference
").
The holders of the Series A
Preferred Shares shall be entitled to receive mandatory cumulative dividends
from the date of issuance thereof, at a rate of 15% per annum of the
Liquidation Preference, which dividends may be paid in cash or additional
shares of Series A Preferred Stock only to the extent permitted by
existing NBC debt covenants.
For as long as any shares of
Series A Preferred Shares remain outstanding, without the consent of the
holders of at least a majority of the outstanding, NBC will be prohibited from
(i) amending, altering or repealing the First Amended and Restated
Certificate so as to adversely affects the rights, powers, preferences, or
privileges of the holders of the Series A Preferred Shares,
(ii) creating, authorizing or issuing any equity securities senior or in
parity with to the Series A Preferred Shares, or increase the authorized
number of shares of such class or series, (iii) redeeming, repurchasing,
or setting aside any sums for the purchase or redemption of any equity
securities of NBC to which the Series A Preferred Shares rank senior and
prior, or (iv) directly or indirectly declaring or paying dividends other
than upon the Series A Preferred Stock.
The foregoing description is qualified
in its entirety by reference to the full text of the Subscription Agreement and
the terms, rights, preferences and privileges set forth in the NBC Amended and
Restated Certificate of Incorporation filed as an exhibit hereto.
SECTION 2 – FINANCIAL
INFORMATION
ITEM 2.03 — CREATION OF A
DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT.
The information included in
Item 1.01 above regarding the Credit Agreement and the Sixth Amendment
thereto is incorporated by reference into this Item 2.03.
SECTION 3 – SECURITIES AND
TRADING MARKETS
ITEM 3.02 — UNREGISTERED SALES
OF EQUITY SECURITIES.
The information disclosed in
Item 1.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 3.02. The sale and issuance of the Series A
Preferred Shares to Parent, on February 3, 2009, has been determined to be
exempt from registration under the Securities Act in reliance on
Section 4(2) of the Securities Act, as a transaction by an issuer not
involving a public offering. Parent has represented that it is an accredited
investor, as that term is defined in Rule 501 promulgated under the
Securities Act, and that it has acquired the securities for investment purposes
only and not with a view to or for sale in connection with any distribution
thereof.
SECTION 5 – CORPORATE
GOVERNANCE AND MANAGEMENT
ITEM 5.03 — AMENDMENTS TO
ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
The information disclosed in
Item 1.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 5.03. On February 3, 2009, NBC filed with
the Delaware Secretary of State an Amended and Restated Certificate of
Incorporation, that created the new Series A Preferred Shares, authorized
20,000 Series A Preferred Shares and designated the rights, preferences,
privileges and limitations of the Series A Preferred Shares, as described
in Item 1.01 of this Current Report on Form 8-K.
SECTION 9 – FINANCIAL
STATEMENTS AND EXHIBITS
ITEM 9.01 – FINANCIAL
STATEMENTS AND EXHIBITS.
(d)  Exhibits.
3.1
Amended and Restated Certificate of Incorporation of NBC Acquisition
Corp.
10.1
Sixth Amendment, dated as of February 3, 2009, to the Amended and
Restated Credit Agreement, dated as of February 13, 1998, as amended and
restated as of December 10, 2003, as further amended and restated as of
March 4, 2004, and as amended by the First Amendment thereto, dated as of
August 6, 2004, the Second Amendment thereto, dated as of October 20,
2004, the Third Amendment thereto, dated as of August 1, 2005, the Fourth
Amendment thereto, dated as of April 26, 2006, and the Fifth Amendment
thereto, dated as of March 30, 2007, among Nebraska Book Company, Inc.,
NBC Holdings Corp., NBC Acquisition Corp., the lenders party from time to time
thereto, JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as
administrative agent and collateral agent, Citigroup Global Markets Inc., as
syndication agent, and Bank of America, N.A. (as successor by merger to Fleet
National Bank) and Wells Fargo Bank N.A., as co-documentation agents.
10.2
Stock Subscription Agreement, between NBC Acquisition Corp. and NBC
Holdings Corp., dated as of February 3, 2009.
SAFE HARBOR
REGARDING FORWARD LOOKING STATEMENTS
.
This Form 8-K
(including the Exhibits hereto) contains forward-looking statements that are
made pursuant to the safe harbor provisions of Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements do not
constitute guarantees of future performance. Such forward-looking statements
are subject to a number of risks and uncertainties that could cause actual
results to differ materially from those anticipated by the forward-looking
statements. More information about potential factors that could affect
NBC's business and financial results are included in NBC's Annual
Report on Form 10-K for the fiscal year ended March 31, 2008 and Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2008,
which are on file with the Securities and Exchange Commission and available at
the Security and Exchange Commission's website at http://www.sec.gov. NBC
assumes no obligation to update any forward-looking information contained in
this Form 8-K.
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.
NBC ACQUISITION CORP.
Date: February 4, 2009
/s/ Alan G. Siemek
Alan G. Siemek
Vice President and Treasurer
(Principal Financial and Accounting Officer)
EXHIBIT INDEX
Exhibit
No.
Description
3.1
Amended and Restated Certificate of
Incorporation of NBC Acquisition Corp.
10.1
Sixth Amendment, dated as of February 3,
2009, to the Amended and Restated Credit Agreement, dated as of
February 13, 1998, as amended and restated as of December 10, 2003,
as further amended and restated as of March 4, 2004, and as amended by the
First Amendment thereto, dated as of August 6, 2004, the Second Amendment
thereto, dated as of October 20, 2004, the Third Amendment thereto, dated
as of August 1, 2005, the Fourth Amendment thereto, dated as of
April 26, 2006, and the Fifth Amendment thereto, dated as of
March 30, 2007, among Nebraska Book Company, Inc., NBC Holdings Corp., NBC
Acquisition Corp., the lenders party from time to time thereto, JPMorgan Chase
Bank, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent and
collateral agent, Citigroup Global Markets Inc., as syndication agent, and Bank
of America, N.A. (as successor by merger to Fleet National Bank) and Wells
Fargo Bank N.A., as co-documentation agents.
10.2
Stock Subscription Agreement, between NBC
Acquisition Corp. and NBC Holdings Corp., dated as of February 3,
2009.