<PAGE>
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
OPINION RESEARCH CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 22-3118960
- ------------------------------ -------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or
organization)
23 Orchard Road, Skillman, New Jersey 08558
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(Address of principal executive offices) (Zip Code)
OPINION RESEARCH CORPORATION
1997 STOCK INCENTIVE PLAN
(Full title of the plan)
Mr. John F. Short
Vice Chairman, President, and Chief Financial Officer
Opinion Research Corporation
23 Orchard Road
Skillman, New Jersey 08558
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(Name and address of agent for service)
(908)281-5100
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(Telephone number, including area code, of agent for service)
Copies to:
David Gitlin, Esquire
Wolf, Block, Schorr and Solis-Cohen LLP
Twelfth Floor Packard Building
111 South 15th Street
Philadelphia, PA 19102
(215) 977-2000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share(2) Offering Price Fee
- ------------------ -------------- --------------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 1,125,000 shares $6.125 $6,890,625 $2,032.73
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</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement also covers such additional securities as may
hereafter be offered or issued to prevent dilution resulting from stock
splits, stock dividends, recapitalizations or certain other capital
adjustments.
(2) Estimated solely for the purpose of calculating the registration fee (i) in
accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended
(the "Securities Act"), with regard to outstanding options to purchase
873,375 shares of the Common Stock, $0.01 par value (the "Common Stock"),
of the Registrant, based on the respective prices at which such options may
be exercised and (ii) in accordance with Rules 457(c) and 457(h)(1) under
the Securities Act, with regard to options to purchase 251,625 shares of
Common Stock, based on the average of the high and low prices for the
Common Stock as quoted on The Nasdaq National Market of the Nasdaq Stock
Market, Inc. on September 9, 1998.
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<PAGE>
PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference.
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The following documents filed by Opinion Research Corporation (the
"Registrant" or the "Company") with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997.
2. The Registrant's Quarterly Report on Form 10-Q for the quarters
ended March 31, 1998 and June 30, 1998.
3. The Registrant's Current Report on Form 8-K, filed with the
Commission on January 20, 1998, as amended by the Registrant's Form 8-K/A, filed
with the Commission on March 23, 1998.
4. The description of the Registrant's Common Stock, $0.01 par value
(the "Common Stock"), contained in the Registrant's Registration Statement on
Form 8-A filed on October 6, 1993 under Section 12 of the Exchange Act,
including all amendments or reports filed for the purpose of updating such
description.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities offered hereby have
been sold or that 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 any such document.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
which also is incorporated by reference herein) modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
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Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Under Section 145 of the Delaware General Corporation Law, as amended,
the Registrant has the power to indemnify directors and officers under certain
prescribed circumstances (including when ordered by a court and when authorized
by a majority of disinterested directors, by independent legal counsel who is
properly directed to make such a determination or by stockholders) and subject
to certain limitations (including situations in which, unless otherwise
determined by the proper court, such officer or director is adjudged liable to
the Registrant), against certain costs and expenses, including attorneys' fees
actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any such person is a party by reason of being a director or officer of the
Registrant, if it is determined that such person acted in accordance with the
applicable standard of conduct set forth in such statutory provisions, including
whether consideration of such officer or director acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the Registrant's
best interests, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
Pursuant to Article 10 of the Company's Certificate of Incorporation,
the Directors of the Company shall be entitled to the benefits of all
limitations on the liability of directors generally that are now or hereafter
become available under the Delaware General Corporation Law. Further, no
director of the Company shall be liable to the Company or its stockholders for
monetary damages for breach of his or her fiduciary duty as a director, except
for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit. Any repeal or
modification of said Article 10 shall be prospective only, and shall not affect,
to the detriment of any director, any limitation on the personal liability of a
director of the Company existing at the time of such repeal or modification.
Section 7-1 of the Company's By-laws provides indemnification to
directors and officers of the Company against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, actually and reasonably
incurred by them, to the fullest extent now or hereafter permitted by law in
connection with and including, but not limited to, those instances in which such
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indemnification, although greater in scope or degree than that expressly
provided by Section 145 of the DGCL, as deemed by a majority of a quorum of
disinterested directors (which may consist of only one director if there is only
one independent director) or by independent legal counsel, after due
investigation, to be in the best interests of the Company, with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, brought or threatened to be brought against him
or her by reason of his or her performance as a director or officer of the
Company, its parent or any of its subsidiaries, or in any other capacity on
behalf of the Company, its parent or any of its subsidiaries. Section 7-1 of the
Company's By-laws also permits the board of directors by resolution, adopted in
each specific instance, to similarly indemnify any person other than a director
or officer of the Company for liabilities incurred by him or her in connection
with services rendered by him or her for or at the request of the Company, its
parent or any of its subsidiaries. The provisions of said Section 7-1 are
applicable to all actions, suits or proceedings commenced after the adoption of
Section 7-1, whether such arise out of acts or omissions that occurred prior or
subsequent to such adoption and shall continue as to a person who has ceased to
be a director or officer of the Company or to render services for or at the
request of the Company or, as the case may be, its parent or subsidiaries, and
shall inure to the benefit of the heirs, executors and administrators of such a
person. The rights of indemnification provided for in said Section 7-1 are not
to be deemed exclusive of any other rights to which any director or officer of
the Company may be entitled under the By-laws, any agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
director or officer's official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Section 7-2 of the By-Laws provides that expenses (including
attorneys' fees) incurred by any officer or director in defending any civil,
criminal, administrative or investigative action, suit or proceeding, whether
threatened, pending or completed, may be paid by the Company in advance of the
final disposition of such action, suit or proceeding as authorized by the
Company's board of directors in the specific case upon receipt of an
undertaking, by or on behalf of such director or officer, to repay such amount
if it shall ultimately be determined that he or she is not entitled to be
indemnified by the Company as authorized by law.
Section 7-3 of the By-laws further permits the Company to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the Company would have
the power to indemnify him or her against such liability under law.
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Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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The following Exhibits are filed as part of this Registration
Statement:
Exhibit No.
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4 Opinion Research Corporation 1997 Stock Incentive Plan.
(Incorporated by reference to Exhibit 10.7 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997.)
5 Opinion of Wolf, Block, Schorr and Solis-Cohen LLP.
23.1 Consent of Ernst & Young LLP, independent accountants.
23.2 Consent of Wolf, Block, Schorr and Solis-Cohen LLP
(contained in Exhibit 5).
24 Power of Attorney (included on signature page in Part II
of the Registration Statement).
Item 9. Undertakings.
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(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 (the "Securities Act");
(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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range
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may be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective 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
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, 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 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES AND POWER OF ATTORNEY
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 Skillman, New Jersey, on this sixteenth day of
September, 1998.
OPINION RESEARCH CORPORATION
By: /s/ John F. Short
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Name: John F. Short
Title: Vice Chairman, President and Chief
Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John F. Short and Kevin P. Croke, and
each of them, the undersigned's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for the undersigned and in
the undersigned's name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement (including, without
limitation, post-effective amendments to this 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 full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned 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.
Pursuant to the requirements of the Securities Act of 1933 as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
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<S> <C> <C>
/s/ Michael R. Cooper Chairman and Chief Executive September 15, 1998
- -------------------------- Officer (principal executive officer)
Michael R. Cooper, Ph.D.
</TABLE>
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<TABLE>
<CAPTION>
Name Title Date
- ----- ----- ----
<S> <C> <C>
/s/ John F. Short Vice Chairman, President and Chief September 15, 1998
- ------------------------- Financial Officer (principal
John F. Short financial and accounting officer)
/s/ James C. Fink Executive Vice President and September 15, 1998
- ------------------------- Director
James C. Fink, Ph.D.
/s/ James T. Heisler Executive Vice President and September 15, 1998
- ------------------------- Director
James T. Heisler, Ph.D.
/s/ George G. Gordon Director September 15, 1998
- -------------------------
George G. Gordon, Ph.D.
/s/ Stephen A. Greyser Director September 15, 1998
- --------------------------
Stephen A. Greyser, DBA
/s/ Derek B. Smith Director September 15, 1998
- --------------------------
Derek B. Smith, Ph.D.
/s/ Lenard B. Tessler Director September 15, 1998
- --------------------------
Lenard B. Tessler
</TABLE>
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OPINION RESEARCH CORPORATION
1997 STOCK INCENTIVE PLAN
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit No. DOCUMENT
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4 Opinion Research Corporation 1997 Stock Incentive Plan.
(Incorporated by reference to Exhibit 10.7 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1997.)
5 Opinion of Wolf, Block, Schorr and Solis-Cohen LLP.
23.1 Consent of Ernst & Young LLP, independent accountants.
23.2 Consent of Wolf, Block, Schorr and Solis-Cohen LLP.
(contained in Exhibit 5).
24 Power of Attorney (included on signature page in
Part II of the Registration Statement).
<PAGE>
Exhibit 5
September 16, 1998
Opinion Research Corporation
23 Orchard Road
Skillman, NJ 08558
RE: Opinion Research Corporation
Registration Statement on Form S-8
----------------------------------
Gentlemen:
As counsel to Opinion Research Corporation, a Delaware corporation
(the "Company"), we have assisted in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to 1,125,000 shares of the Company's Common Stock, $0.01
par value (the "Common Stock"), that may be issued under the Company's 1997
Stock Incentive Plan (the "Plan").
In this connection, we have examined the Company's Restated
Certificate of Incorporation and Amended and Restated Bylaws, the Plan and
such other documents and corporate records relating to the Company and the
issuances of the Common Stock as we have deemed appropriate. In all
examinations of documents, instruments and other papers, we have assumed the
genuineness of all signatures on original and certified documents and the
conformity with original and certified documents of all copies submitted to
us as conformed, photostatic or other copies. As to matters of fact which
have not been independently established, we have relied upon representations
of officers of the Company.
Based upon the foregoing, it is our opinion that the shares of
Common Stock offered and to be offered under the Plan are duly authorized
and, when issued and sold pursuant to the terms of the Plan, will be legally
issued, fully paid and non-assessable.
We hereby expressly consent to the inclusion of this opinion as an
exhibit to the Registration Statement. In giving this consent, we do not
hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations thereunder.
Very truly yours,
/s/ Wolf, Block, Schorr and Solis-Cohen LLP
WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm in the Registration Statement (Form S-8
No. 333-00000) pertaining to the 1997 Stock Incentive Plan of Opinion Research
Corporation and to the incorporation by reference therein of our report dated
February 6, 1998, with respect to the consolidated financial statements and
schedule of Opinion Research Corporation incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
MetroPark, New Jersey
September 15, 1998
