nrc20230418c_s8pos.htm

0001437749-23-011542.txt : 20230428 0001437749-23-011542.hdr.sgml : 20230428 20230428114209 ACCESSION NUMBER: 0001437749-23-011542 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230428 DATE AS OF CHANGE: 20230428 EFFECTIVENESS DATE: 20230428 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-52143 FILM NUMBER: 23862126 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 S-8 POS 1 nrc20230418c_s8pos.htm FORM S-8 POS nrc20230418c_s8pos.htm

As filed with the Securities and Exchange Commission on April 28, 2023

Registration No. 333-52135

Registration No. 333-52143

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-52135

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-52143

UNDER

THE SECURITIES ACT OF 1933

National Research Corporation

(Exact name of registrant as specified in its charter)

Delaware		47-0634000
(State or other jurisdiction of incorporation or		(I.R.S. Employer Identification No.)
organization)

1245 Q Street
Lincoln, Nebraska		68508
(Address of Principal Executive Offices)		(Zip Code)

NATIONAL RESEARCH CORPORATION 1997 EQUITY INCENTIVE PLAN

NATIONAL RESEARCH CORPORATION DIRECTOR STOCK PLAN

(Full title of the plans)

Kevin R. Karas

Senior Vice President Finance, Chief Financial Officer, Treasurer, and Secretary

National Research Corporation

1245 Q Street

Lincoln, Nebraska 68508

(Name and address of agent for service)

(402) 475-2525

(Telephone number, including area code, of agent for service)

Copy to:

Heidi Hornung-Scherr

Scudder Law Firm, P.C., L.L.O.

411 South 13^th Street, Suite 200

Lincoln, Nebraska 68508

(402) 435-3223

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

Large Accelerated filer ☐

Accelerated filer ☒

Non-Accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act

☐

EXPLANATORY NOTE

These Post-Effective Amendments (together, the “Post-Effective Amendments”) are filed to deregister certain securities registered by the following Registration Statements on Form S-8 (together, the “Registration Statements”) of National Research Corporation, a Delaware corporation (the “Registrant”):

	•	Registration Statement No. 333-52135, filed with the SEC on May 8, 1998, registering 730,000 shares of the Registrant’s common stock, par value $.001 per share (the “Common Stock”), issuable pursuant to the National Research Corporation 1997 Equity Incentive Plan; and
	•	Registration Statement No. 333-52143, filed with the SEC on May 8, 1998, registering 30,000 shares of Common Stock issuable pursuant to the National Research Corporation Director Stock Plan,

in each case, plus such indeterminate number of shares of Common Stock as may be issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions.

The offerings contemplated by the Registration Statements have been terminated. In accordance with the undertaking contained in the Registration Statements (pursuant to Item 512(a)(3) of Regulation S-K), the Registrant hereby removes from registration any securities that were registered but unsold under the Registration Statements. Accordingly, these Post-Effective Amendments are being filed to deregister any securities covered by the above referenced plans, which remain unissued as of the date of this filing.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lincoln, State of Nebraska, on April 28, 2023.

	National Research Corporation


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

Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments to the Registration Statements.