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): ~~April~~May 1014, 2012

NBC Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware	333-48225	47-0793347
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

4700 South 19^th Street

Lincoln, NE 68501-0529

(Address of principal executive offices)

(402) 421-7300

(Registrant’s telephone number, including area code)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Item 85.0102. ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AsEffective ~~previously~~upon ~~disclosed,~~confirmation onof ~~June 27~~a plan of reorganization, ~~2011~~Mark Oppegard, Chief Executive Officer and Secretary of NBC Acquisition Corp., ~~a Delaware corporation~~ (the “Company”), ~~Nebraska~~will ~~Book Company,~~resign ~~Inc.,~~in aall ~~wholly-owned~~capacities ~~subsidiary~~from of the Company ~~(“Nebraska~~and ~~Book”),~~its ~~NBC~~direct ~~Holdings~~and ~~Corp.~~indirect subsidiaries, ~~the~~including ~~parent~~Nebraska ofBook ~~the~~ Company, Inc. (“~~NBC Holdings~~Nebraska Book”),. ~~and~~Mr. Oppegard continues to serve on the ~~subsidiaries~~Board of ~~Nebraska~~Directors ~~Book~~ (~~collectively,~~the ~~with~~“Board”) of the Company, Nebraska Book and ~~NBC~~ ~~Holdings,~~its ~~the~~subsidiaries. ~~“Debtors”),~~Subject ~~filed~~to ~~voluntary~~approval ~~petitions~~of ~~for~~a ~~reorganization~~plan ~~relief~~of ~~under~~reorganization ~~chapter~~by ~~11 of~~ the United States Bankruptcy ~~Code~~Court (for the District ~~“Bankruptcy~~of ~~Code”)~~Delaware, in the ~~United~~Company ~~States~~expects ~~Bankruptcy~~to ~~Court~~appoint ~~for~~Barry Major, the ~~District~~Company’s ofcurrent ~~Delaware (the~~President ~~“Court”).~~and ~~The~~Chief ~~reorganization~~Operating ~~cases~~Officer, ~~are~~as ~~being~~Chief ~~jointly~~Executive ~~administered~~Officer, asand ~~Case~~Steve ~~No. 11-12005~~Clemente, ~~under~~ the ~~caption~~Company’s ~~“in~~current reSenior ~~Nebraska~~Vice ~~Book~~President ~~Company,~~of ~~Inc.~~its Bookstore Division, etas alPresident and Chief Operating Officer.” ~~(hereinafter~~Mr. Oppegard ~~referred~~will continue to asserve the ~~“Chapter~~Company, 11Nebraska ~~Proceedings”). The~~Book ~~Debtors~~and ~~continue~~its subsidiaries to, ~~operate~~among ~~their~~other ~~businesses~~duties, asassist ~~“debtors-~~in~~-possession”~~ ~~under~~ the ~~jurisdiction~~transition of ~~the~~his ~~Court~~duties and inhelp ~~accordance~~ with the ~~applicable~~Company’s ~~provisions~~current reorganization ofefforts ~~the~~under ~~Bankruptcy~~chapter ~~Code~~11 ~~and orders~~ of the ~~Court~~United States Bankruptcy Code.

~~On April~~Item ~~10, 2012, the Debtors filed their Third Amended Joint Plan of Reorganization of Nebraska Book Company, Inc~~7.~~, et al~~01.~~, Pursuant~~ toRegulation ~~Chapter~~FD ~~11 of the Bankruptcy Code (the “Amended Plan”) and their proposed~~ Disclosure ~~Statement to the Third Amended Joint Plan of Reorganization of Nebraska Book Company, Inc~~., ~~et al., Pursuant to Chapter 11 of the Bankruptcy Code (the “Amended Proposed Disclosure Statement”).~~

~~The~~As ~~Amended~~previously ~~Plan~~disclosed, ison ~~attached~~June 27, as2011, ~~Exhibit~~the 99Company, Nebraska Book, NBC Holdings Corp.1, ~~and~~the parent of the Company (“NBC ~~incorporated~~Holdings”), byand ~~reference~~the ~~herein~~subsidiaries of Nebraska Book (collectively, with the Company, Nebraska Book and NBC Holdings, the ~~Amended~~“Debtors”), ~~Proposed~~filed ~~Disclosure~~voluntary ~~Statement~~petitions isfor ~~attached~~reorganization relief under chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Court”). The reorganization cases are being jointly administered as ~~Exhibit~~Case 99No.2 11-12005 under the caption “In re Nebraska Book Company, Inc., et al.” (hereinafter referred to as the “Chapter 11 Proceedings”). The Debtors continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Court and ~~incorporated~~in accordance bywith ~~reference~~the ~~herein~~applicable provisions of the Bankruptcy Code and orders of the Court.

~~The~~On ~~Amended~~May 15, ~~Proposed~~2012, ~~Disclosure~~the ~~Statement~~Debtors filed ~~contains~~their ~~financial~~monthly ~~projections~~operating inreport ~~Exhibit B and liquidation analysis which were prepared~~ for ~~purposes of~~ the ~~Chapter~~period 11from ~~Proceedings~~March 1, ~~(“Financial Information”).~~2012 ~~The Company cautions investors and potential investors not~~ to ~~place undue reliance upon the information contained in the Financial Information~~March 31, ~~which~~2012 ~~was not prepared for~~ (the ~~purpose~~“Monthly ofOperating ~~providing~~Report”) ~~the~~with ~~basis for an investment decision relating to any of~~ the ~~securities~~Bankruptcy ~~of the Company~~Court. ~~The~~ Financial ~~Information~~results ~~has~~are ~~not been audited or reviewed by independent accountants and may be~~ subject to ~~future~~change ~~reconciliation~~due ~~and~~to adjustments. ~~The~~during ~~Financial~~the ~~Information contains~~annual ~~information~~audit ~~different~~process. ~~from~~An ~~that~~updated ~~required~~monthly tooperating bereport ~~included~~will ~~in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that information might not~~ be ~~indicative~~filed ofwith the ~~Company’s financial~~Court ~~condition~~once ~~or operating results that would be reflected in~~ the ~~Company’s~~annual ~~financial~~audit ~~statements~~process oris ~~in its reports pursuant to the Exchange Act~~complete. ~~Results~~The ~~set~~Monthly ~~forth~~Operating inReport ~~the~~is ~~Financial~~attached ~~Information~~as ~~should~~Exhibit ~~not~~99.1 beand ~~viewed~~is asincorporated ~~indicative~~herein ofby ~~future results~~reference.

~~The~~This ~~Amended~~current ~~Plan~~report is(including ~~subject to confirmation by~~ the ~~Court.~~exhibits ~~The~~hereto) ~~Court~~will ~~has~~ not ~~yet~~be ~~approved~~deemed ~~the~~an ~~Amended~~admission ~~Proposed Disclosure~~as ~~Statement~~to asthe ~~containing~~materiality ~~adequate~~of any information ~~pursuant~~required to be ~~section~~disclosed ~~1125(b)~~solely ofby ~~the~~Regulation ~~Bankruptcy~~FD. ~~Code~~In ~~for~~accordance ~~use~~with inGeneral ~~the~~Instruction ~~solicitation~~B.2 of ~~acceptances~~Form or8-K, ~~rejections~~the ofinformation ~~the~~in ~~Amended~~this ~~Plan~~Item 7.01 ~~Accordingly,~~shall ~~the~~not ~~filing~~be ofdeemed ~~the~~“filed” ~~Amended~~for ~~Proposed~~purposes ~~Disclosure Statement~~of isSection 18 ~~not~~of ~~intended~~the toSecurities ~~be,~~Exchange ~~and~~Act ~~should~~of ~~not~~1934, inas amended ~~any~~(the ~~way~~“Exchange ~~be construed as~~Act”), aor ~~solicitation~~otherwise ofsubject ~~votes~~to on the ~~Amended~~liabilities ~~Plan~~of that section, nor ~~should~~shall ~~the~~such information ~~contained~~be indeemed ~~the~~incorporated ~~Amended~~by ~~Proposed~~reference ~~Disclosure~~in ~~Statement~~any befiling ~~relied~~under onthe ~~for~~Securities ~~any~~Act ~~purpose~~of ~~until~~1933, ~~a determination~~as byamended, ~~the~~except ~~Court~~as ~~that~~shall ~~the~~be ~~Amended~~expressly set ~~Proposed~~forth ~~Disclosure~~by ~~Statement~~specific ~~contains~~reference ~~adequate~~in ~~information~~such a filing.

~~All~~Cautionary ~~documents filed in connection with the Chapter 11 Proceedings, including the Amended Plan and the Amended Proposed Disclosure~~ Statement, ~~are~~Regarding ~~publicly~~Financial ~~available~~Operating ~~and~~Data ~~may be accessed free of charge at http://www.kccllc.net/nbc.~~

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with Generally Accepted Accounting Principles in the United States, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

Forward Looking Information

This Current Report on Form 8-K contains “forward-looking statements” made by the Company within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, ~~statements regarding~~ the ~~approval~~Company’s ofexpectation ~~the Court~~ of ~~the~~appointing ~~Amended~~new ~~Plan~~executive ~~and Amended Proposed Disclosure Statement and the statements and information contained in the Financial Information~~officers. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various factors, risks and uncertainties that could cause the Company’s actual results to differ materially from those expressed in these forward-looking statements, including, but not limited to,

• the potential adverse impact of the Chapter 11 ~~Proceedings~~proceedings on the Company’s business, financial condition or results of operations, including the Company’s ability to maintain contracts and other customer and vendor relationships that are critical to the Company’s business and the actions and decisions of the Company’s creditors and other third parties with interests in the Company’s Chapter 11 ~~Proceedings~~proceedings;

• the Company’s ability to maintain adequate liquidity to fund the Company’s operations during the Chapter 11 ~~Proceedings~~proceedings and to fund a plan of reorganization and thereafter, including obtaining sufficient debtor in possession and “exit” financing; maintaining ~~current~~normal terms with the Company’s vendors and service providers during the Chapter 11 ~~Proceedings~~proceedings and complying with the covenants and other terms of the Company’s financing agreements;

• the Company’s ability to obtain court approval with respect to motions in the Chapter 11 ~~Proceedings~~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~~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;

•

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 Company’s SEC filings, in particular the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2011 and its Quarterly Reports on Form 10-Q, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control.

The risks and uncertainties and the terms of any reorganization plan ultimately confirmed can affect the value of the Company’s various pre-petition liabilities, common stock and/or other securities. No assurance can be given as to what values, if any, will be ascribed in the bankruptcy proceedings to each of these constituencies. A plan of reorganization could result in holders of the Company’s liabilities and/or securities receiving no value for their interests. Because of such possibilities, the value of these liabilities and/or securities is highly speculative. Accordingly, the Company urges that caution be exercised with respect to existing and future investments in any of these liabilities and/or securities. Investors and other interested parties can obtain information about the Company’s Chapter 11 filing on the Internet at www.nebook.com/info. Court filings and claims information are available at www.kccllc.net/nbc. Caution should be taken not to place undue reliance on the Company’s forward-looking statements, which represent the Company’s view only as of the date of this Current Report on Form 8-K, and which the Company assumes no obligation to update.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1		Third Amended Joint Plan of Reorganization of Nebraska Book Company, Inc., et al., Pursuant to Chapter 11 of the Bankruptcy Code
99.2		Disclosure Statement to the Third Amended Joint Plan of Reorganization of Nebraska Book Company, Inc., et al., Pursuant to Chapter 11 of the Bankruptcy Code



99.1		Monthly Operating Report for the period from March 1 to March 31, 2012, filed with the United States Bankruptcy Court for the District of Delaware

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.	~~NBC ACQUISITION CORP.~~
Date: April 16, 2012		/s/ Alexi A. Wellman
Date: May 18, 2012	/s/ Alexi A. Wellman
	Alexi A. Wellman	~~Alexi A. Wellman~~
	Chief Financial Officer	~~Chief Financial Officer~~
	(principal financial officer)	~~(principal financial officer)~~

EXHIBIT INDEX

Exhibit Number		Description
99.1		~~Third~~Monthly ~~Amended~~Operating ~~Joint~~Report ~~Plan~~for ofthe ~~Reorganization~~period offrom ~~Nebraska~~March ~~Book~~1, ~~Company~~2012 to March 31, ~~Inc.~~2012, etfiled ~~al.,~~with ~~Pursuant~~the toUnited ~~Chapter~~States 11Bankruptcy ofCourt for the ~~Bankruptcy~~District ~~Code~~of Delaware
99.2		Disclosure Statement to the Third Amended Joint Plan of Reorganization of Nebraska Book Company, Inc., et al., Pursuant to Chapter 11 of the Bankruptcy Code

Filing Compare · NBC ACQUISITION CORP