-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BOBfbSz/taJliOXXV3NqJ/KgPhokK+yhD/TBTjBWCI+XbIzosBpQix4JMh88Jnh0 TuhthNNZNjKaWf87DjIMHg== 0000897069-97-000404.txt : 19971006 0000897069-97-000404.hdr.sgml : 19971006 ACCESSION NUMBER: 0000897069-97-000404 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971003 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL RESEARCH CORP CENTRAL INDEX KEY: 0000070487 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: SEC FILE NUMBER: 000-00000 FILM NUMBER: 97690279 BUSINESS ADDRESS: STREET 1: 1033 O ST CITY: LINCOLN STATE: NE ZIP: 68508 BUSINESS PHONE: 4024752525 MAIL ADDRESS: STREET 1: 1033 O ST CITY: LINCOLN STATE: NE ZIP: 68508 8-A12G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 National Research Corporation (Exact name of registrant as specified in its charter) Wisconsin 47-0634000 (State of incorporation (IRS Employer or organization) Identification No.) 1033 "O" Street, Lincoln, Nebraska 68508 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which each class is to be to be so registered registered None None If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. [ ] If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. [X] Securities Act registration statement file number to which this form relates: Registration No. 333-33273 Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $.001 per share (Title of Class) Item 1. Description of Registrant's Securities to be Registered. Incorporated by reference to the response to Item 9 in Amendment No. 1 to the Registrant's Registration Statement on Form S-1 under the Securities Act of 1933 (Registration No. 333-33273) as filed on September 16, 1997, and as amended from time to time thereafter (consisting of the portion of the Prospectus captioned "Description of Capital Stock"). Item 2. Exhibits. (1) Specimen stock certificate for shares of the Registrant's Common Stock. (2) Articles of Incorporation, as amended to date, of the Registrant - filed as Exhibit (3.1) in Amendment No. 1 to the Registrant's Registration Statement on Form S-1 under the Securities Act of 1933 (Registration No. 333-33273), and incorporated herein by reference. (3) By-Laws, as amended to date, of the Registrant - filed as Exhibit (3.2) in Amendment No. 1 to the Registrant's Registration Statement on Form S-1 under the Securities Act of 1933 (Registration No. 333-33273), and incorporated herein by reference. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. NATIONAL RESEARCH CORPORATION Date: October 2, 1997 By: /s/ Michael D. Hays Michael D. Hays President and Chief Executive Officer NATIONAL RESEARCH CORPORATION FORM 8-A EXHIBIT INDEX Exhibit Number Description (1) Specimen stock certificate for shares of the Registrant's Common Stock. (2) Articles of Incorporation, as amended to date, of the Registrant - filed as Exhibit (3.1) in Amendment No. 1 to the Registrant's Registration Statement on Form S-1 under the Securities Act of 1933 (Registration No. 333-33273), and incorporated herein by reference. (3) By-Laws, as amended to date, of the Registrant - filed as Exhibit (3.2) in Amendment No. 1 to the Registrant's Registration Statement on Form S-1 under the Securities Act of 1933 (Registration No. 333-33273), and incorporated herein by reference. EX-99.1 2 Number Shares _____________ _____________ See Reverse for Common Stock Certain Definitions ($.001 Par Value Per Share) [Logo] NATIONAL RESEARCH CORPORATION INCORPORATED UNDER THE LAWS OF CUSIP 637372 10 3 THE STATE OF WISCONSIN THIS CERTIFIES that is the owner of FULLY PAID SHARES OF COMMON STOCK, PAR VALUE $.001 PER SHARE, OF NATIONAL RESEARCH CORPORATION The shares represented by this Certificate are transferable only on the stock transfer books of the Corporation by the holder of record hereof, or by such holder's duly authorized attorney or legal representative, upon the surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned and registered by the Corporation's Transfer Agent and Registrar. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by the facsimile signatures of its duly authorized officers and has caused a facsimile of its corporate seal to be hereunto affixed. Dated /s/ Patrick E. Beans /s/ Michael D. Hays Secretary President and Chief Executive Officer [Corporate Seal] Countersigned and Registered: Firstar Trust Company Transfer Agent and Registrar By: Authorized Signature NATIONAL RESEARCH CORPORATION The shares represented by this Certificate may be subject to certain relative rights, preferences and limitations. The Corporation will furnish to any shareholder upon request in writing and without charge a summary of the designations, relative rights, preferences and limitations of the shares of each class of stock of the Corporation authorized to be issued, and the variations in rights, preferences and limitations determined for the shares of each series, and the authority of the Board of Directors of the Corporation to determine variations for future series. The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants UNIF GIFT MIN ACT______ in common (Cust) Custodian_______ TEN ENT - as tenants (Minor) by the entireties JT TEN - as joint Under Uniform Gift to Minors tenants with right Act _______ of survivorship and (State) not as tenants in common COM PROP - as community UNIF TRF MIN ACT______ Custodian (until property (Cust) age __) _______ (Minor) Under Uniform Transfers to Minors Act _______ (State) Additional abbreviations may also be used though not in the above list. For Value Received, _________________________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE __________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) __________________________________________________________________________ ______________________________________________________ Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated_________________________ ______________________________ SIGNATURE(S) GUARANTEED ______________________________ By______________________________ The signature(s) should be NOTICE: The signature(s) to this guaranteed by an eligible assignment must guarantor institution (banks, correspond with the stockbrokers, savings and loan name(s) as written upon associations and credit unions the face of the with membership in an approved Certificate in every medallion signature guarantee particular, without program), pursuant to SEC Rule alteration or 17Ad-15. enlargement or any change whatever. -----END PRIVACY-ENHANCED MESSAGE-----