<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) September 13, 1996
OPINION RESEARCH CORPORATION
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 0-22554 22-3118960
- -------------------------- ----------- --------------------
(State or other juris- (Commission (IRS Employer
diction of incorporation) File No.) Identification No.)
23 Orchard Road
Skillman New Jersey 08558
- ---------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 281-5100
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
On September 13, 1996, the Board of Directors of Opinion Research
Corporation (the "Company") adopted a Stockholder Rights Plan (the "Plan"),
providing for the distribution of one purchase right (a "Right") for each share
of the Company's common stock, par value $.01 per share (the "Common Stock"),
outstanding as of October 3, 1996 (the "Record Date"). Each Right entitles the
registered holder, upon the occurrence of certain events described below, to
purchase from the Company a unit consisting of one one-thousandth of a newly
issued series of Preferred Stock of the Company designated "Series A Junior
Participating Preferred Stock" (a "Unit"), par value $0.01 per share (the
"Preferred Stock"), at a purchase price of $25 per Unit (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement") between the Company and StockTrans,
Inc. (the "Rights Agent").
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common Stock
and a Distribution Date will occur upon the earlier of (i) ten (10) days
following a public announcement that a person or group of affiliated or
associated persons, other than an Exempted Person (as defined below), (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 20% or more of the outstanding shares of Common Stock (the "Stock
Acquisition Date") or (ii) ten (10) business days following the commencement of
a tender offer or exchange offer that would result in a person or group
beneficially owning 20% or more of such outstanding shares of Common Stock.
Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock outstanding will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on October 3, 2006 unless earlier redeemed by
the Company as described below. At no time will the Rights have any voting
power.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, only shares of Common Stock prior to the Distribution
Date will be issued with Rights.
In the event that an Acquiring Person, other than an Exempted Person,
as defined below, becomes the beneficial owner of 20% or more of the then
outstanding shares of Common Stock (unless such acquisition is made pursuant to
a tender or exchange offer for all outstanding shares of the Company, at a price
determined by a majority of the independent directors of the Company who are not
representatives, nominees, affiliates or associates of an Acquiring Person to be
fair and otherwise in the best interest of the Company and its stockholders
after receiving advice from one or more investment banking firms (a "Qualified
Offer")), each holder
2
<PAGE>
of a Right will thereafter have the right to receive, upon exercise, Common
Stock (or, in certain circumstances, cash, property or other securities of the
Company), having a value equal to four times the Exercise Price of the Right.
The Exercise Price is the Purchase Price times the number of shares of Common
Stock associated with each Right (initially, one). Notwithstanding any of the
foregoing, following the occurrence of any of the events set forth in this
paragraph (the "Flip-In Events"), all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person will be null and void. However, Rights are not exercisable
following the occurrence of any of the Flip-In Events set forth above until such
time as the Rights are no longer redeemable by the Company as set forth below.
Any person who, together with all affiliates and associates of such
person, is the beneficial owner of Common Stock, options and/or warrants
exercisable for shares of Common Stock representing 20% or more of the shares of
Common Stock outstanding on September 13, 1996 (the "Rights Dividend Declaration
Date") will be an "Exempted Person." In addition, any person who, together
with all affiliates and associates of such person, becomes the beneficial owner
of Common Stock, options and/or warrants exercisable for shares of Common Stock
representing 20% or more of the shares of Common Stock then outstanding as a
result of a purchase by the Company or any of its subsidiaries of shares of
Common Stock will also be an "Exempted Person." However, any such person will
no longer be deemed to be an Exempted Person and will be deemed to be an
Acquiring Person if such person, together with all affiliates and associates of
such person, becomes the beneficial owner, at any time after the Rights Dividend
Declaration Date, of additional securities representing 1000 or more shares of
Common Stock, except if such additional securities are acquired (x) pursuant to
the exercise of options or warrants to purchase Common Stock outstanding and
beneficially owned by such person as of the date such person became the
beneficial owner of 20% or more of the then outstanding shares of Common Stock
or as a result of an adjustment to the number of shares of Common Stock for
which such options or warrants are exercisable pursuant to the terms thereof, or
(y) as a result of a stock split, stock dividend or the like. A purchaser,
assignee or transferee of the shares of Common Stock (or options or warrants
exercisable for Common Stock) of an Exempted Person will not thereby become an
Exempted Person.
In the event that following the Stock Acquisition Date: (i) the
Company engages in a merger or business combination transaction in which the
Company is not the surviving corporation (other than a merger that follows a
tender offer determined to be fair to the stockholders of the Company, as
described in the preceding paragraph); (ii) the Company engages in a merger or
business combination transaction in which the Company is the surviving
corporation and the Common Stock is changed or exchanged; or (iii) 50% or more
of the Company's assets or earning power is sold or transferred, each holder of
a Right (except Rights that have previously been voided as set forth above)
shall thereafter have the right to receive, upon exercise of the Right, common
stock of the acquiring company having a value equal to four times the Exercise
Price of the Right.
The Purchase Price and the number of Units of Preferred Stock or other
securities or property issuable upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the
3
<PAGE>
event of a stock dividend on, or a subdivision, combination or reclassification
of, the Preferred Stock; (ii) if holders of the Preferred Stock are granted
certain rights or warrants to subscribe for Preferred Stock or convertible
securities at less than the current market price of the Preferred Stock; or
(iii) upon the distribution to holders of the Preferred Stock of evidences of
indebtedness or assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustments in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
At any time until twenty (20) days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a price of
$0.001 per Right. Under certain circumstances, the decision to redeem shall
require the concurrence of a majority of the Continuing Directors, as defined
below. Immediately upon the action of the Board of Directors ordering redemption
of the Rights, the Rights will terminate and the only right of the holders of
Rights will be to receive the $0.001 redemption price.
The term "Continuing Director" means any member of the Board of
Directors of the Company who was a member of the Board prior to the adoption of
the Rights Plan and any person who is subsequently elected to the Board if such
person is recommended or approved by a majority of the Continuing Directors, but
does not include an Acquiring Person, or an affiliate or associate of an
Acquiring Person, or any representative of the foregoing entities.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company, as set
forth above.
Other than those provisions relating to the principal economic terms
of the Rights, any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board (in certain circumstances, with the concurrence of the Continuing
Directors) in order to cure any ambiguity, to make changes that do not adversely
affect the interests of holders of Rights (excluding the interest of any
Acquiring Person), or to shorten or lengthen any time period under the Rights
Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
The Rights have certain anti-takeover effects, and will cause
substantial dilution to a person or group that attempts to acquire the Company
in certain circumstances. Accordingly, the existence of the Rights may deter
certain acquirors from making takeover proposals or tender offers. The Rights,
however, are not intended to prevent a takeover, but rather are designed to
enhance the ability of the Board of
4
<PAGE>
Directors to negotiate with a potential acquiror on behalf of all of the
stockholders.
The Rights Agreement between the Company and the Rights Agent that
specifies the terms of the Rights was included in the Company's Registration
Statement filed on Form 8-A on September [ ], 1996, and is incorporated herein
by reference. The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
4.1 Rights Agreement, dated as of September 13, 1996, by
and between the Company and the Rights Agent, which
includes as Exhibit B thereto the Form of Rights
Certificate, incorporated herein by reference to
Exhibit 1 to the Company's Registration Statement on
Form 8-A, dated September [ ], 1996.
20.1 Form of letter to the Company's Stockholders, dated
September 13, 1996.
20.2 Press Release of the Company, dated as of September 13,
1996.
5
<PAGE>
SIGNATURE
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, thereunto duly authorized.
OPINION RESEARCH CORPORATION
(Registrant)
Date: September ___, 1996
By: /s/ Michael R. Cooper
--------------------------
Michael R. Cooper
Chairman
6
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
- ------- ----------- ----
4.1 Rights Agreement, dated as of September 13,
1996, by and between the Company and the Rights
Agent, which includes as Exhibit B thereto the
Form of Rights Certificate, incorporated herein
by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A, dated
September [ ], 1996.
20.1 Form of letter to the Company's Stockholders,
dated September 13, 1996.
20.2 Press Release of the Company, dated as of
September 13, 1996.
7
<PAGE>
OPINION RESEARCH CORPORATION
September 13, 1996
Dear Opinion Research Corporation Stockholders:
On September 13, 1996, your Board of Directors announced the adoption of a
Stockholder Rights Plan. This letter describes the Plan and explains our
reasons for adopting it. Also we are enclosing a document captioned "Summary of
Rights to Purchase Series A Junior Participating Preferred Stock" which provides
more detailed information about the Plan, and we urge you to read it carefully.
The Plan is intended to protect your interests in the event the Company is
confronted with coercive or unfair takeover tactics. The Plan contains
provisions to safeguard you in the event of an unsolicited offer to acquire the
Company, whether through a gradual accumulation of shares in the open market, a
partial or two-tiered tender offer that does not treat all stockholders equally,
or other abusive takeover tactics which are common in today's environment and
which your Board believes are not in the best interests of the Company's
stockholders. These tactics unfairly pressure stockholders, squeeze them out of
their investment without giving them any real choice and deprive them of the
full value of their shares.
Hundreds of publicly-held companies have adopted Rights Plans similar to the one
we have adopted. We consider these Rights Plans to be the best available means
of protecting your right to retain your equity investment in ORC and the full
value of that investment, while not foreclosing a fair acquisition bid for the
Company.
The Plan is not intended to prevent a takeover of the Company and will not do
so. The Plan is designed to deal with the very serious problem of unilateral
actions by hostile acquirors which are calculated to deprive the Company's board
and its stockholders of their ability to determine the destiny of the Company.
However, the mere declaration of the rights dividend should not affect any
prospective offeror willing to make an all cash offer at a full and fair price
and to negotiate with your Board of
<PAGE>
Opinion Research Corporation Stockholders
September 13, 1996
Page 2
Directors and certainly will not interfere with a merger or other business
combination transaction approved by your Board of Directors.
The Rights are not being distributed in response to any effort to acquire
control of the Company and the Board is not aware of any such effort. The Plan
has been adopted in order to assure the ability of the Board to protect your
interests.
The Rights may generally be redeemed by the Company at $.001 per Right prior to
the time any person or group has acquired 20% or more of the Company's shares,
and thus they should not interfere with any merger or other business combination
approved by the Board. Persons who at the time the Plan was implemented already
controlled 20% or more of the Company's shares are exempt.
Issuance of the Rights does not in any way weaken the financial strength of the
Company or interfere with its business plans. The issuance of the Rights has no
dilutive effect, will not affect reported earnings per share, is not taxable to
the Company or to you, and will not change the way in which you can currently
trade the Company's shares. As explained in detail in the enclosed "Summary",
the Rights will only be exercisable if and when a situation arises which
triggers their effectiveness. They will then operate to protect you against
being deprived of your right to share in the full measure of your Company's
long-term potential.
Your Board was aware when it acted that some people have advanced arguments that
securities of the sort we are issuing deter legitimate acquisition proposals.
We carefully considered these views and concluded that the arguments are
speculative and do not justify leaving stockholders without this protection
against unfair treatment by an acquiror -- who, after all, is seeking his own
advantage, not yours. Your Board believes that these Rights represent a sound
and reasonable means of addressing the complex issues of corporate policy
created by the current takeover environment.
The Rights will be issued on October 3, 1996 to stockholders of record on that
date, and will expire in ten years. Initially, the Rights will not be
exercisable, certificates will not be sent to you, and the Rights will
automatically trade with the Common Stock. However, ten days after a person or
group either acquires 20% or more of the Company's Common Stock, or commences a
tender offer that would result in such person or group
<PAGE>
Opinion Research Corporation Stockholders
September 13, 1996
Page 3
owning 20% or more or the outstanding shares, the rights will become exercisable
and separate certificates representing the Rights will be distributed. We
expect that the Rights would begin to trade independently from the Company's
shares at that time. At no time will the Rights have any voting power.
When the rights first become exercisable, a holder will be entitled to buy from
the Company one one-thousandth of a share of a new Series A Junior Participating
Preferred Stock of the Company at a purchase price of $25. If a person acquires
20% or more of the Company's Common Stock (other than pursuant to a fair tender
or exchange offer), each Right not owned by such person would become exercisable
for Common Stock of the Company (or, in certain circumstances, cash, property or
other securities of the Company) having a market value equal to four times the
exercise price of the Right. For example, if at the time of the acquisition the
company's stock has a per share value of $5, the holder of each Right not owned
by the acquiring person would be entitled to receive twenty shares of the
Company's Common Stock for $25; i.e., at a 75% discount.
While, as noted above, the distribution of the Rights will not be taxable to you
or the Company, stockholders may, depending upon their individual circumstances,
recognize taxable income when the Rights become exercisable.
We have made progress in the last few years, and we see the opportunity for
further growth ahead. Building our basic business for the future and striving
to maximize stockholder values are the preeminent goals of you management and
Board of Directors.
Sincerely,
/s/ Michael R. Cooper
- -----------------------
Michael R. Cooper, PhD.
Chairman and Chief Executive Officer
<PAGE>
SUMMARY OF RIGHTS TO PURCHASE
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
On September 13, 1996, the Board of Directors of Opinion Research
Corporation (the "Company") adopted a Shareholder Rights Plan, providing that
one right (a "Right") shall be attached to each share of common stock, par value
$0.01 per share, of the Company (the "Common Stock"). Each Right entitles the
registered holder to purchase from the Company a unit (a "Unit") consisting of
one one-thousandth of a share of Series A Junior Participating Preferred Stock,
par value $0.01 per share (the "Preferred Stock"), at a Purchase Price of $25.00
per Unit (the "Purchase Price"), subject to adjustment. The description and
terms of the Rights are set forth in the Rights Agreement (the "Rights
Agreement"), dated as of September 13, 1996, between the Company and StockTrans,
Inc., a Pennsylvania corporation, as Rights Agent (the "Rights Agent").
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificate will be
distributed. The Rights will separate from the Common Stock and a Distribution
Date will occur upon the earlier of (i) ten (10) days following a public
announcement that a person or group of affiliated or associated persons, other
than an Exempted Person (as defined below), (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of 20% or more
of the outstanding shares of Common Stock (the "Stock Acquisition Date") or (ii)
ten (10) business days following the commencement of a tender offer or exchange
offer that would result in a person or group beneficially owning 20% or more of
such outstanding shares of Common Stock. Until the Distribution Date, (i) the
Rights will be evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates, (ii) new Common
Stock certificates will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate.
Any person who, together with all affiliates and associates of such person,
is the beneficial owner of Common Stock, options and/or warrants exercisable for
shares of Common Stock representing 20% or more of the shares of Common Stock
outstanding on the date the Board of Directors authorizes the rights dividend
(the "Rights Dividend Declaration Date"), will be an "Exempted Person." In
addition, any person who, together with all affiliates and associates of such
person, becomes the beneficial owner
<PAGE>
of Common Stock, options and/or warrants exercisable for shares of Common Stock
representing 20% or more of the shares of Common Stock then outstanding as a
result of a purchase by the Company or any of its Subsidiaries of shares of
Common Stock will also be an "Exempted Person." However, any such person will
no longer be deemed to be an Exempted Person and will be deemed to be an
Acquiring Person if such person, together with all affiliates and associates of
such person, becomes the beneficial owner, at any time after the date such
person became the beneficial owner of 20% or more of the then outstanding shares
of Common Stock, of additional securities representing 1000 or more shares of
Common Stock, except if such additional securities are acquired (x) pursuant to
the exercise of options or warrants to purchase Common Stock outstanding and
beneficially owned by such person as of the date such person became the
beneficial owner of 20% or more of the then outstanding shares of Common Stock
or as a result of an adjustment to the number of shares of Common Stock for
which such options or warrants are exercisable pursuant to the terms thereof, or
(y) as a result of a stock split, stock dividend or the like. A purchaser,
assignee or transferee of the shares of Common Stock (or options or warrants
exercisable for Common Stock) of an Exempted Person will not thereby become an
Exempted Person.
The Rights are not exercisable until the Distribution Date and will expire
at the close of business on October 3, 2006 unless earlier redeemed by the
Company as described below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, only shares of Common Stock prior to the Distribution
Date will be issued with Rights.
In the event that an Acquiring Person, other than an Exempted Person,
becomes the beneficial owner of 20% or more of the then outstanding shares of
Common Stock (unless such acquisition is made pursuant to a tender or exchange
offer for all outstanding shares of the Company, at a price determined by a
majority of the independent directors of the Company who are not
representatives, nominees, Affiliates or Associates of an Acquiring Person to be
fair and otherwise in the best interest of the Company and its stockholders),
each holder of a Right will thereafter have the right to receive, upon exercise,
Common Stock (or, in certain circumstances, cash, property or other securities
of the Company), having a value equal to four times the Exercise Price of the
Right. The Exercise
<PAGE>
Price is the Purchase Price times the number of shares of Common Stock
associated with each Right (initially, one). Notwithstanding any of the
foregoing, following the occurrence of any of the events set forth in this
paragraph (the "Flip-In Events"), all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person will be null and void. However, Rights are not exercisable
following the occurrence of any of the Flip-In Events set forth above until such
time as the Rights are no longer redeemable by the Company as set forth below.
In the event that following the Stock Acquisition Date, (i) the Company
engages in a merger or business combination transaction in which the Company is
not the surviving corporation (other than a merger that follows a tender offer
determined to be fair to the stockholders of the Company, as described in the
preceding paragraph); (ii) the Company engages in a merger or business
combination transaction in which the Company is the surviving corporation and
the Common Stock is changed or exchanged; or (iii) 50% or more of the Company's
assets or earning power is sold or transferred, each holder of a Right (except
Rights which have previously been voided as set forth above) shall thereafter
have the right to receive, upon exercise of the Right, common stock of the
acquiring company having a value equal to four times the Exercise Price of the
Right.
The Purchase Price and the number of Units of Preferred Stock or other
securities or property issuable upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, (ii) if holders of the Preferred Stock are granted certain rights or
warrants to subscribe for Preferred Stock or convertible securities at less than
the current market price of the Preferred Stock, or (iii) upon the distribution
to holders of the Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustments in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
At any time until twenty (20) days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a
<PAGE>
price of $0.001 per Right. Under certain circumstances, the decision to redeem
shall require the concurrence of a majority of the Continuing Directors (as
defined below). Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the $0.001 redemption price.
The term "Continuing Director" means any member of the Board of Directors
of the Company who was a member of the Board prior to the adoption of the Rights
Plan and any person who is subsequently elected to the Board if such person is
recommended or approved by a majority of the Continuing Directors, but shall not
include an Acquiring Person, or an affiliate or associate of an Acquiring
Person, or any representative of the foregoing entities.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company as set
forth above.
Other than those provisions relating to the principal economic terms of the
Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board (in certain circumstances, with the concurrence of the Continuing
Directors) in order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights (excluding the interest of
any Acquiring Person), or to shorten or lengthen any time period under the
Rights Agreement; PROVIDED, HOWEVER, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
A copy of the Rights Agreement is being filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A
copy of the Rights Agreement is available free of charge from the Company. This
Summary of Rights does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, which is incorporated herein by
reference.
<PAGE>
FOR IMMEDIATE RELEASE CONTACT: John F. Short, Vice Chairman
- ---------------------- and CFO (908) 281-3401
September 13, 1996
Princeton, New Jersey, September 13, 1996 -- Opinion Research Corporation
(NASDAQ/NMS: ORCI) announced today that its Board of Directors has adopted a
Stockholder Rights Plan designed to protect stockholders from potentially
abusive takeover tactics. Michael R. Cooper, ORC's Chairman and Chief Executive
Officer, stated that the plan is designed to assure all ORC stockholders of
fair and equal treatment in the event of any proposed takeover of the company.
Dr. Cooper emphasized that the Board's action was not in response to any known
efforts to acquire control of the Company.
ORC will distribute one stock purchase right for each common share held as of
October 3, 1996. Each right will entitle stockholders to purchase 1/1000th of a
newly issued share of Series A Junior Participating Preferred Stock of the
company upon the occurrence of certain events. The rights will expire on
October 3, 2006.
The rights will be exercisable if any person or group (other than certain
exempted persons) acquires ownership of 20 percent or more of ORC common shares,
or announces a tender offer for 20 percent or more of such shares.
If such person or group acquires 20 percent or more of ORC common shares, other
than as a result of a tender offer for all outstanding shares at a price
determined by a majority of independent directors to be fair and otherwise in
the best interest of ORC and its stockholders, each right will then entitle the
holder other than the acquiror to purchase, at the exercise price, ORC common
shares or other property having a value of four times the exercise price of the
right.
ORC will be entitled to redeem the rights at $.001 per right at any time until
the twentieth day following public announcement that a 20 percent position has
been reached by a non-exempt stockholder. The redemption period may be extended
by the company at any time prior to its expiration.
Dr. Cooper stated: "Hundreds of publicly-held companies have adopted Rights
Plans similar to the one we have adopted. We consider this Rights Plan to be the
best available means of protecting our shareholders' right to retain their
equity investment in ORC and the full value of that investment while not
foreclosing a fair acquisition bid for the Company."
