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)
<PAGE>
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.
<PAGE>
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
<PAGE>
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.
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
<PAGE>
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.
