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 (I.R.S. Employer
of incorporation or organization) Identification No.)
1033 "O" Street
Lincoln, Nebraska 68508
(Address of principal executive offices) (Zip Code)
National Research Corporation 1997 Equity Incentive Plan
(Full title of the plan)
Michael D. Hays Copy to:
President and Chief Executive Officer
National Research Corporation Benjamin F. Garmer, III
1033 "O" Street Foley & Lardner
Lincoln, Nebraska 68508 777 East Wisconsin Avenue
(402) 475-2525 Milwaukee, Wisconsin 53202
(Name, address and telephone number, (414) 271-2400
including area code, of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share Price Fee
Common Stock,
$.001 par 730,000
value, shares $8.9375(2) $6,524,375(2) $1,924.69
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of
additional shares of 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 Equity Incentive
Plan.
(2) Estimated pursuant to Rule 457(c) and (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
for National Research Corporation Common Stock on the Nasdaq
National Market on May 1, 1998.
_________________________________
<PAGE>
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 3. Incorporation of Documents by Reference.
The following documents filed by National Research Corporation
(the "Company") with the Commission are hereby incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed on March 25, 1998.
2. The description of the Company's Common Stock contained in
Item 1 of the Company's Registration Statement on Form 8-A, dated October
2, 1997, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, after the date of filing of this Registration Statement and
prior to such time as the Company files a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and the
Company's By-Laws, directors and officers of the Company are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses (i) to the extent such officers or directors are successful in
the defense of a proceeding and (ii) in proceedings in which the director
or officer is not successful in defense thereof, unless it is determined
that the director or officer breached or failed to perform his or her
duties to the Company and such breach or failure constituted: (a) a
willful failure to deal fairly with the Company or its shareholders in
connection with a matter in which the director or officer had a material
conflict of interest; (b) a violation of the criminal law unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was
unlawful; (c) a transaction from which the director or officer derived an
improper personal profit; or (d) willful misconduct. The Wisconsin
Business Corporation Law specifically states that it is the public policy
of Wisconsin to require or permit indemnification in connection with a
proceeding involving securities regulation, as described therein, to the
extent required or permitted as described above. Additionally, under the
Wisconsin Business Corporation Law, directors of the Company are not
subject to personal liability to the Company, its shareholders or any
person asserting rights on behalf thereof for certain breaches or failures
to perform any duty resulting solely from their status as directors except
in circumstances paralleling those in subparagraphs (a) through (d)
outlined above.
Expenses for the defense of any action for which indemnification
may be available may be advanced by the Company under certain
circumstances.
The indemnification provided by the Wisconsin Business
Corporation Law and the Company's By-Laws is not exclusive of any other
rights to which a director or officer may be entitled. The general effect
of the foregoing provisions may be to reduce the circumstances which an
officer or director may be required to bear the economic burden of the
foregoing liabilities and expenses.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
(4.1) National Research Corporation 1997 Equity
Incentive Plan (incorporated by reference to
Exhibit (10.2) to National Research
Corporation's Form S-1 Registration
Statement (Registration No. 333-33273))
(5) Opinion of Foley & Lardner
(23.1) Consent of KPMG Peat Marwick LLP
(23.2) Consent of Foley & Lardner (contained in
Exhibit (5) hereto)
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, represent a fundamental change in the
information set forth in the Registration Statement;
(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, 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 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.
<PAGE>
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
May 8, 1998.
NATIONAL RESEARCH CORPORATION
By: /s/ Michael D. Hays
Michael D. Hays
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature
appears below constitutes and appoints Michael D. Hays and Patrick E.
Beans, and each of them individually, his attorneys-in-fact and agents,
with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the Registration
Statement 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 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 substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Signatures Title Date
/s/ Michael D. Hays President, Chief Executive May 8, 1998
Michael D. Hays Officer and Director
(Principal Executive
Officer)
/s/ Patrick E. Beans Vice President, Treasurer, May 8, 1998
Patrick E. Beans Chief Financial Officer
and Director (Principal
Financial and Accounting
Officer)
/s/ John N. Nunnelly Director May 8, 1998
John N. Nunnelly
/s/ Paul C. Schorr, III Director May 8, 1998
Paul C. Schorr, III
<PAGE>
EXHIBIT INDEX
National Research Corporation Director Stock Plan
Exhibit No. Exhibit
(4.1) National Research Corporation 1997 Equity
Incentive Plan (incorporated by reference to
Exhibit (10.2) to National Research
Corporation's Form S-1 Registration
Statement (Registration No. 333-33273))
(5) Opinion of Foley & Lardner
(23.1) Consent of KPMG Peat Marwick LLP
(23.2) Consent of Foley & Lardner (contained in
Exhibit (5) hereto)
F O L E Y & L A R D N E R
A T T O R N E Y S A T L A W
CHICAGO FIRSTAR CENTER SAN DIEGO
JACKSONVILLE 777 EAST WISCONSIN AVENUE SAN FRANCISCO
LOS ANGELES MILWAUKEE, WISCONSIN 53202-5367 TALLAHASSEE
MADISON TELEPHONE (414) 271-2400 TAMPA
ORLANDO FACSIMILE (414) 297-4900 WASHINGTON, D.C.
SACRAMENTO WEST PALM BEACH
WRITER'S DIRECT LINE
May 8, 1998
National Research Corporation
1033 "O" Street
Lincoln, Nebraska 68508
Ladies and Gentlemen:
We have acted as counsel for National Research Corporation, a
Wisconsin corporation (the "Company"), in conjunction with the preparation
of a Form S-8 Registration Statement (the "Registration Statement") to be
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended ("Securities Act"), relating to 730,000
shares of the Company's common stock, $.001 par value (the "Common
Stock"), which may be issued or acquired pursuant to the National Research
Corporation 1997 Equity Incentive Plan (the "Plan").
As such counsel, we have examined: (i) the Plan; (ii) the
Registration Statement; (iii) the Company's Articles of Incorporation and
By-Laws, as amended to date; (iv) resolutions of the Company's Board of
Directors relating to the Plan and the issuance of securities thereunder;
and (v) such other proceedings, documents and records as we have deemed
necessary to enable us to render this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the
laws of the State of Wisconsin.
2. The shares of Common Stock, when issued by the Company
pursuant to the terms and conditions of the Plan, and as contemplated in
the Registration Statement, will be validly issued, fully paid and
nonassessable, except with respect to wage claims of, or other debts owing
to, employees of the Company for services performed, but not exceeding six
months' service in any one case, as provided in Section 180.0622(2)(b) of
the Wisconsin Business Corporation Law and judicial interpretations
thereof.
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not admit that we
are "experts" within the meaning of Section 11 of the Securities Act, or
within the category of persons whose consent is required by Section 7 of
said Act.
Very truly yours,
FOLEY & LARDNER
Exhibit 23.1
ACCOUNTANTS' CONSENT
We consent to the use of our reports incorporated by reference in the
registration statement on Form S-8.
KPMG Peat Marwick LLP
May 6, 1998
