<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
___________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 11, 1998
TOTAL RESEARCH CORPORATION
------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-15692 22-2072212
- ----------------------------- --------------- ---------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Princeton Corporate Center
5 Independence Way, CN 5305
Princeton, New Jersey 08543
- ---------------------------------------- -------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (609) 520-9100
--------------
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
The Registrant's next Annual Meeting of Stockholders will be held on
November 18, 1998 (the "Annual Meeting"). The deadline for stockholders to
submit proposals pursuant to Rule 14a-8 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), for inclusion in the Registrant's proxy
statement and form of proxy for the Annual Meeting is August 21, 1998. The date
after which notice of a stockholder proposal submitted outside of the processes
of Rule 14a-8 of the Exchange Act is considered untimely is September 1, 1998.
If notice of a stockholder proposal submitted outside of the processes of Rule
14a-8 of the Exchange Act is received by the Registrant after September 1, 1998,
then the Registrant's proxy for the Annual Meeting may confer discretionary
authority to vote on such matter without any discussion of such matter in the
Registrant's proxy statement for the Annual Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TOTAL RESEARCH CORPORATION
Date: August 11, 1998 By: /s/ Richard G. Morrow, Jr.
--------------------------
Richard G. Morrow, Jr.
Vice President, Controller and
Secretary
