S-8 1 nrci20160218_s8.htm FORM S-8 nrci20160218_s8.htm

 

As filed with the Securities and Exchange Commission on March 4, 2016

 

Registration No. 333-___________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NATIONAL RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)

 

Wisconsin

  

47-0634000

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer Identification No.)

 

 

1245 Q Street

Lincoln, Nebraska

68508

 

 

(Address of Principal Executive Offices)

(Zip Code)

 

 

National Research Corporation 2004 Non-Employee Director Stock Plan, as amended

(Full title of the plan)

 

  with a copy to:
Kevin R. Karas  

Senior Vice President Finance,

 Russell E. Ryba
Chief Financial Officer, Treasurer and Secretary Foley & Lardner LLP
National Research Corporation 777 East Wisconsin Avenue
1245 Q Street Milwaukee, Wisconsin 53202
Lincoln, Nebraska 68508 (414) 297-5668
(402) 475-2525  

(Name, address and telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ 

Accelerated filer ☒ 

Non-accelerated filer ☐

Smaller reporting company ☐

    (Do not check if a smaller reporting company)

 

 CALCULATION OF REGISTRATION FEE

Title of

Securities to be

Registered

Amount

to be

Registered (1)

Proposed Maximum

Offering Price

Per Share (2) 

Proposed Maximum

Aggregate Offering

Price (2)

Amount of

Registration Fee

Class A Common Stock, par value $0.001

1,350,000 shares

$14.725

$19,878,750

$2,001.79

Class B Common Stock, par value $0.001

225,000 shares

$35.60

$8,010,000

$806.61

Totals

N/A

N/A

N/A

$2,808.40

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of additional shares of Class A Common Stock and Class B Common Stock that may become issuable as a result of stock splits, stock dividends or similar transactions pursuant to the anti-dilution provisions of the National Research Corporation 2004 Non-Employee Director Stock Plan, as amended (the “Plan”).

(2)

Estimated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Class A Common Stock and the Class B Common Stock, respectively, as reported on the Nasdaq Stock Market on March 2, 2016.

 

Pursuant to Rule 429 under the Securities Act, the Prospectus referred to herein also relates to the Registrant’s following Registration Statements on Form S-8: Registration Nos. 333-189140, 333-173097 and 333-137769.

 

 
 
 

 

STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8

 

The purpose of this Registration Statement is to register 1,350,000 additional shares of class A common stock, par value $.001 per share (the “Class A Common Stock”), of National Research Corporation (the “Registrant”) and 225,000 additional shares of class B common stock, par value $.001 per share (the “Class B Common Stock”), of the Registrant issuable under the Plan.

 

Pursuant to General Instruction E of Form S-8, the contents of the Registrant’s Registration Statements on Form S-8 (Registration Nos. 333-189140, 333-173097 and 333-137769), including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement, except as set forth below.

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The document or documents containing the information specified in Part I are not required to be filed with the Securities and Exchange Commission (the “Commission”) as part of this Form S-8 Registration Statement.

 

PART II 

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.

Exhibits.

 

The exhibits listed in the accompanying Exhibit Index are filed as part of this Form S-8 Registration Statement.

 

Item 9.

Undertakings.

 

 

(a)

The undersigned Registrant hereby undertakes:

 

(1)           To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i)           To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

 

(ii)          To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

 

 
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(iii)         To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in the Registration Statement.

 

(2)           That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4)           That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in a primary offering of securities of the Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i)           Any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act of 1933;

 

(ii)          Any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;

 

(iii)         The portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and

 

(iv)         Any other communication that is an offer in the offering made by the Registrant to the purchaser.

 

(b)     The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)     Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lincoln, State of Nebraska, on March 4, 2016.

 

 

NATIONAL RESEARCH CORPORATION

 

 

 

 

 

       

 

 

 

 

 

By:

/s/ Michael D. Hays

 

 

 

Michael D. Hays

 

 

 

Chief Executive Officer

 

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 4, 2016. Each person whose signature appears below constitutes and appoints Michael D. Hays and Kevin R. Karas, and each of them individually, his or her true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any additional registration statement to be filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

 

Signature

  

Title

     
     
/s/ Michael D. Hays   Chief Executive Officer and Director (Principal Executive Officer)

Michael D. Hays

  

 

     
     
/s/ Kevin R. Karas   Senior Vice President Finance, Chief Financial Officer,

Kevin R. Karas

  

Treasurer and Secretary (Principal Financial and Accounting Officer)

     
     
/s/ Donald M. Berwick   Director

Donald M. Berwick

  

 

     
     
/s/ JoAnn M. Martin   Director

JoAnn M. Martin

  

 

     
     
/s/ Barbara J. Mowry   Director

Barbara J. Mowry

  

 

     
     
/s/ John N. Nunnelly   Director

John N. Nunnelly

  

 

     
     
/s/ Gail L. Warden   Director

Gail L. Warden

  

 

 

 
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EXHIBIT INDEX

 

 

Exhibit No.

  

Exhibit

     

(4.1)

  

Amended and Restated Articles of Incorporation of National Research Corporation [Incorporated by reference to Exhibit (3.2) to National Research Corporation’s Current Report on Form 8-K dated May 22, 2013 and filed May 24, 2013].

     

(4.2)

  

By-Laws of National Research Corporation, as amended to date [Incorporated by reference to Exhibit (3.2) to National Research Corporation’s Current Report on Form 8-K dated October 26, 2015 and filed October 28, 2015].

     

(4.3)

  

National Research Corporation 2004 Non-Employee Director Stock Plan, as amended [Incorporated by reference to Appendix A to National Research Corporation’s Proxy Statement for its 2015 Annual Meeting of Shareholders filed on April 1, 2015].

     

(5)

  

Opinion of Foley & Lardner LLP.

     

(23.1)

  

Consent of KPMG LLP.

     

(23.2)

  

Consent of Foley & Lardner LLP (contained in Exhibit 5 hereto).

     

(24)

  

Power of Attorney (included on the signature page hereto).

 

 

 

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