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): June 27, 2011
 NBC Acquisition Corp.
  Delaware
    
    333-48225
    
    47-0793347(State or other jurisdiction of 
incorporation or organization)
    
    (Commission
File Number)
    
    (I.R.S. Employer
Identification No.)
 4700 South 19 th Street
Lincoln, NE 68501-0529
 (402) 421-7300
  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))




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Item 1.01 Entry Into a Material Contract.
   Item 1.03 Bankruptcy or Receivership.
   Item 2.02 Results of Operations and Financial Condition.
 Preliminary Financial Results
  
    
    revenues were $598.4 million,
    
    gross profits were $232.3 million,
    
    operating expenses were $283.0 million which includes a non-cash goodwill impairment
charge,
    
    the goodwill impairment charge was $89.0 million,
    
    depreciation and amortization included in operating expenses were $17.2 million,
    
    net interest expense was $51.0 million,
    
    the income tax benefit was $3.5 million, and
    
    net loss, including the non-cash goodwill charge, was $98.3 million.




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Non-Gaap Financial Information
  Fiscal Years Ended
    
    
    ChangeMarch 31, 2011
    
    
    March 31, 2010
    
    
    Amount
    
    
    PercentageBookstore Division
    
    $
    33,905,906
    
    
    $
    45,685,171
    
    
    $
    (11,779,265
    )
    
    
    (25.8
    )%Textbook Division
    
    
    34,710,745
    
    
    
    37,050,519
    
    
    
    (2,339,774
    )
    
    
    (6.3
    )%Complementary Services Division
    
    
    2,764,283
    
    
    
    2,301,001
    
    
    
    463,282
    
    
    
    20.1
    %Corporate Administration
    
    
    (15,955,066
    )
    
    
    (11,597,268
    )
    
    
    (4,357,798
    )
    
    
    (37.6
    )%$
    55,425,868
    
    
    $
    73,439,423
    
    
    $
    (18,013,555
    )
    
    
    (24.5
    )%




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Fiscal Years EndedMarch 31, 2011
    
    
    March 31, 2010Net income (loss)
    
    
    (98,309,733
    )
    
    
    2,311,287Interest expense, net
    
    
    51,027,654
    
    
    
    49,224,513Income tax benefit
    
    
    (3,496,878
    )
    
    
    (532,388
    )Depreciation and amortization
    
    
    17,204,825
    
    
    
    19,370,252EBITDA
    
    
    (33,574,132
    )
    
    
    70,373,664Goodwill impairment
    
    
    89,000,000
    
    
    
    Loss on early extinguishment of debt
    
    
    
    
    
    
    3,065,759Adjusted EBITDA (1)
    
    $
    55,425,868
    
    
    $
    73,439,423Share-based compensation
    
    
    447,826
    
    
    
    1,106,882Interest income
    
    
    175,859
    
    
    
    180,709Provision for losses on receivables
    
    
    2,193,739
    
    
    
    1,399,466Cash paid for interest
    
    
    (44,905,405
    )
    
    
    (37,572,221
    )Cash paid (refunded) for income taxes
    
    
    1,278,671
    
    
    
    (3,155,473
    )(Gain) loss on disposal of assets
    
    
    (131,591
    )
    
    
    235,803Changes in operating assets and
liabilities, net of effect of
acquisitions (2)
    
    
    (1,657,825
    )
    
    
    (4,803,359
    )Net Cash Flows from Operating Activities
    
    $
    12,827,142
    
    
    $
    30,831,230Net Cash Flows from Investing Activities
    
    $
    (16,306,546
    )
    
    $
    (8,765,940
    )Net Cash Flows from Financing Activities
    
    $
    (1,045,841
    )
    
    $
    (5,131,133
    )
 
 (1)
    
    March 31, 2011 Adjusted EBITDA includes an adjustment for goodwill impairment and March 31,
2010 Adjusted EBITDA includes an adjustment for loss on early extinguishment of debt.(2)
    
    Changes in operating assets and liabilities, net of effect of acquisitions, include the changes
in the balances of receivables, inventories, prepaid expenses and other current assets, other
assets, accounts payable, accrued employee compensation and benefits, accrued incentives, accrued
expenses, deferred revenue, and other long-term liabilities.  Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.




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Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation Under an Off- Balance Sheet Arrangement.
  
    
    ABL Credit Agreement. The Companys amended and restated credit agreement (the ABL
Credit Agreement) among Nebraska Book, the Company, NBC Holdings (along with the
subsidiary guarantors, the Guarantors), the lenders party thereto, JPMorgan Chase Bank,
N.A. as the administrative agent and the other agents party thereto, provides for an
asset-based revolving credit line of up to $75 million (less outstanding letters of credit
and subject to a borrowing base). The obligations under the ABL Credit Agreement are
guaranteed by the Guarantors and are secured by a first-priority lien on substantially all
of Nebraska Books and the Guarantors tangible and intangible assets, including real
property, fixtures and equipment owned or acquired in the future by Nebraska Book and the
Guarantors. Upon the filing of the Cases, the outstanding principal of all loans, accrued
interest thereon and other obligations of the Company under the ABL Credit Agreement
became immediately due and payable without any action on the part of the administrative
agent or the lenders.
    
    Senior Discount Notes:The Companys Indenture, dated as of March 4, 2004, among the
Company and BNY Midwest Trust Company, as Trustee, governs the Companys Senior Discount
Notes. The Companys obligations under the Senior Discount Notes are unsecured. Under the
terms of the Senior Discount Notes, upon the filing of the Cases, the principal of,
premium, if any, and accrued and unpaid interest on all the Senior Discount Notes became
immediately due and payable without any declaration or other act on the part of the
Trustee or any holders. The current aggregate principal amount outstanding of Senior
Discount Notes is approximately $77 million.
    
    Senior Secured Notes. Nebraska Books Indenture, dated as of October 2, 2009, among
Nebraska Book, Nebraska Books current subsidiaries, as guarantors (the Subsidiary
Guarantors), and Wilmington Trust FSB, as Trustee and noteholder collateral agent,
governs Nebraska Books Senior Secured Notes due 2011 (the Senior Secured Notes).
Nebraska Books obligations under the Senior Secured Notes are guaranteed by the
Subsidiary Guarantors and are secured by second-priority liens, subject to permitted liens
and exceptions for excluded assets, on substantially all of Nebraska Books and the
Subsidiary Guarantors tangible and intangible assets, including real property, fixtures
and equipment owned or acquired in the future by Nebraska Book and the Subsidiary
Guarantors. Under the terms of the Senior Secured Notes, upon the filing of the Cases, the
principal of, premium, if any, and accrued and unpaid interest on all the Senior Secured
Notes
became immediately due and payable without any declaration or other act on the part of the
Trustee or any holders. The current aggregate principal amount outstanding of Senior
Secured Notes is approximately $200 million.
 
    
    Senior Subordinated Notes. Nebraska Books Indenture, dated March 4, 2004, by and among
Nebraska Book, the subsidiary guarantors parties thereto and BNY Midwest Trust Company as
Trustee, governs Nebraska Books Senior Subordinated Notes. Nebraska Books obligations
under




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the Senior Subordinated Notes are fully and unconditionally guaranteed, on a senior
subordinated basis, by each of Nebraska Books existing and future subsidiaries that
guarantee Nebraska Books senior credit facility until such guarantees are released. Under
the terms of the Senior Subordinated Notes, upon the filing of the Cases, the principal
of, premium, if any, and accrued and unpaid interest on all the Senior Subordinated Notes
became immediately due and payable without any declaration or other act on the part of the
Trustee or any holders. The current principal amount outstanding under the Senior
Subordinated Notes is approximately $175 million.
  Item 7.01 Regulation FD Disclosure
  Item 9.01 Financial Statements and Exhibits.
  99.1
    
    Press Release, dated as of June 27, 2011, of NBC Acquisition
Corp., furnished herewith
 Forward Looking Information
  
    
    the potential adverse impact of the Chapter 11 proceedings on the NBC Companies
business, financial condition or results of operations, including the NBC Companies
ability to maintain contracts and other customer and vendor relationships that are
critical to the NBC Companies business and the actions and decisions of the NBC
Companies creditors and other third parties with interests in the NBC Companies Chapter
11 proceedings;
    
    the NBC Companies ability to maintain adequate liquidity to fund the NBC Companies
operations during the Chapter 11 proceedings and to fund a plan of reorganization and
thereafter, including obtaining sufficient debtor in possession and exit financing;
maintaining normal terms
with the NBC Companies vendors and service providers during the Chapter 11 proceedings and
complying with the covenants and other terms of the NBC Companies financing agreements;
    
    the NBC Companies ability to obtain court approval with respect to motions in the
Chapter 11 proceedings prosecuted from time to time and to develop, prosecute, confirm and
consummate one or more plans of reorganization with respect to the Chapter 11 proceedings
and to consummate all of the transactions contemplated by one or more such plans of
reorganization or upon which consummation of such plans may be conditioned;




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
    
    goodwill impairment or impairment of identifiable intangibles resulting in a non-cash
write down of goodwill or identifiable intangibles; and
    
    other risks detailed in the NBC Companies SEC filings, in particular the NBC
Companies Annual Report on Form 10-K for the fiscal year ended March 31, 2010, all of
which are difficult or impossible to predict accurately and many of which are beyond the
NBC Companies control.




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SIGNATURES
  NBC ACQUISITION CORP.Date:  June 27, 2011
    /s/ Alan G. SiemekAlan G. SiemekVice President and Treasurer
(Principal Financial and Accounting Officer)




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EXHIBIT INDEX
 Exhibit Number
    
    Description99.1
    
    Press Release, dated as of June 27, 2011, of NBC
Acquisition Corp., furnished herewith