nrci20180416b_8a12ba.htm

0001437749-18-007018.txt : 20180417 0001437749-18-007018.hdr.sgml : 20180417 20180417164544 ACCESSION NUMBER: 0001437749-18-007018 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180417 DATE AS OF CHANGE: 20180417 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL RESEARCH CORP CENTRAL INDEX KEY: 0000070487 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 470634000 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35929 FILM NUMBER: 18759436 BUSINESS ADDRESS: STREET 1: 1245 Q STREET CITY: LINCOLN STATE: NE ZIP: 68508 BUSINESS PHONE: 4024752525 MAIL ADDRESS: STREET 1: 1245 Q STREET CITY: LINCOLN STATE: NE ZIP: 68508 8-A12B/A 1 nrci20180416b_8a12ba.htm FORM 8-A12B/A nrci20180416b_8a12ba.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-A/A

(Amendment No. 1)

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

(State of incorporation

or organization)

47-0634000

(IRS Employer

Identification No.)

1245 Q Street

Lincoln, Nebraska

(Address of principal executive offices)

68508

(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
Common Stock, par value $.001 per share	The NASDAQ Stock Market

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), 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), check the following box. ☐

Securities Act registration statement file number to which this form relates: N/A.

Securities to be registered pursuant to Section 12(g) of the Act: None.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of the Application for Registration on Form 8-A filed with the Securities and Exchange Commission on May 16, 2013:

Item 1.

Description of Registrant’s Securities to be Registered.

The title of the stock of the registrant being registered hereunder is Common Stock, par value $.001 per share (“Common Stock”). The description of the Common Stock is set forth under the caption “Special Factors – Effects of the Proposed Recapitalization – Rights, Preferences and Limitations” in the registrant’s definitive proxy statement with respect to the registrant’s Special Meeting of Shareholders, as filed with the Securities and Exchange Commission on March 13, 2018, which description is incorporated herein by reference.

Item 2.

Exhibits.

Exhibit No.		Description
3.1		Amended and Restated Articles of Incorporation of the registrant (incorporated herein by reference to Appendix B to the registrant’s definitive proxy statement, as filed with the Securities and Exchange Commission on March 13, 2018).

3.2		By-Laws of the registrant, as amended to date (incorporated herein by reference to Exhibit 3.2 of the registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on October 28, 2015).

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, thereto duly authorized.

	NATIONAL RESEARCH CORPORATION


Date: April 17, 2018	By:	/s/ Kevin R. Karas
		Kevin R. Karas
		Senior Vice President Finance, Chief Financial Officer, Treasurer and Secretary