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As filed with the Securities and Exchange Commission, via EDGAR, on
September 4, 1998
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
OPINION RESEARCH CORPORATION
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(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
Delaware 22-3118960
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(State of incorporation or organization) (IRS Employer
Identification No.)
23 Orchard Road, Skillman, NJ 08558
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of If this form relates to the
securities pursuant to Section 12(b) of the Exchange Act registration of a class of
and and is effective pursuant to General Instruction A.(c), securities pursuant to Section
please check the following 12(g) of the Exchange Act and
box. / / 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: _____________
(If applicable)
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
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</TABLE>
None
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Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
- ------------------------------------------------------------------------
(Title of Class)
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On July 27, 1998, the Board of Directors of Opinion Research Corporation
(the "Company") approved an Amendment to Rights Agreement by and between the
Company and StockTrans, Incorporated, as Rights Agent, amending the Rights
Agreement dated December 13, 1996 (the "Amendment"). The Rights were previously
registered on Form 8-A on September 27, 1996. The Amendment was executed by the
parties on August 28, 1998.
A complete copy of the Amendment is attached hereto as Exhibit 1 and is
incorporated herein by reference. A copy of the Rights Agreement, dated as of
September 13, 1996, by and between the Company and StockTrans, Incorporated, as
Rights Agent, is incorporated herein by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission via EDGAR on September 27, 1996.
ITEM 2. EXHIBITS.
Number Exhibit
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1 Amendment to Rights Agreement, dated August 28, 1998, by and
between the Company and StockTrans, Incorporated, as Rights
Agent.
2
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SIGNATURES
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.
OPINION RESEARCH CORPORATION
Dated: September 3, 1998 By: /s/ John F. Short
---------------------------------
Name: John F. Short
Title: President
3
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INDEX OF EXHIBITS
Number Exhibit
- ------ -------
1 Amendment to Rights Agreement, dated August 28, 1998, by and between
the Company and StockTrans, Incorporated, as Rights Agent.
4
<PAGE>
Exhibit 1
AMENDMENT TO RIGHTS AGREEMENT
-----------------------------
Amendment, dated as of August 8, 1998, to the Rights Agreement (as
amended, the "Rights Agreement"), dated as of September 13, 1996, between
Opinion Research Corporation, a Delaware corporation (the "Company"), and
StockTrans, Inc., a Pennsylvania corporation, as rights agent (the "Rights
Agent").
Pursuant to Section 26 of the Rights Agreement, the Company and the
Rights Agent may from time to time supplement or amend any provision of the
Rights Agreement in accordance with such Section 26. All acts and things
necessary to make this Amendment a valid agreement, enforceable according to its
terms, have been done and performed, and the execution and delivery of this
Amendment by the Company and the Rights Agent have been in all respects duly
authorized by the Company and the Rights Agent.
In consideration of the foregoing and the mutual agreements set forth
herein, the parties hereto have agreed as follows:
1. The Rights Agreement is hereby amended by deleting Section 1(g)
thereof in its entirety.
2. Section 23(a) of the Rights Agreement is hereby amended by
deleting the words "there must be Continuing Directors then in office and such
authorization shall require the concurrence of a majority of such Continuing
Directors" and substituting therefor the words "such authorization shall require
the concurrence of 75% of the members of the Board of Directors of the Company".
3. Section 26 of the Rights Agreement is hereby amended:
(a) by deleting the parenthetical "(which lengthening or
shortening, following the first occurrence of an event set forth in
clauses (i) and (ii) of the first proviso to Section 23(a) hereof,
shall be effective only if there are Continuing Directors and shall
require the concurrence of a majority of such Continuing
Directors)" in its entirety; and
(b) by inserting the following words at the end of the
penultimate sentence of Section 26: "and following the first
occurrence of an event set forth in clauses (i) and (ii) of the
first proviso to Section 23(a) hereof, any supplement or amendment
shall require the concurrence of 75% of the members of the Board of
Directors of the Company".
4. Section 28 of the Rights Agreement is hereby amended:
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(a) by deleting the words "the Continuing Directors" the first
three times such words appear and substituting therefor the words
"75% of the members of the Board of Directors of the Company"; and
(b) by deleting the words "or the Continuing Directors" in clause
(y) of the last sentence of such Section 28.
5. Section 30 of the Rights Agreement is hereby amended by deleting
the last sentence thereof in its entirety.
6. Exhibit B to the Rights Agreement is hereby amended by deleting
the words "a majority of the Continuing Directors (as such term is defined in
the Rights Agreement)" and substituting therefor "75% of the members of the
Board of Directors of the Company".
7. Exhibit C to the Rights Agreement is hereby amended:
(a) by deleting the words "a majority of the Continuing Directors
(as defined below)" in the tenth paragraph thereof and substituting
therefor the words "75% of the members of the Board of Directors of
the Company";
(b) by deleting the eleventh paragraph thereof which begins "The
term 'Continuing Director' means" in its entirety;
(c) by adding the words "(in certain circumstances, with the
concurrence of 75% of the members of the Board of Directors of the
Company)" to the end of the first sentence of the thirteenth
paragraph thereof; and
(d) by deleting the words "the Continuing Directors" in the
thirteenth paragraph thereof and substituting therefor the words
"75% of the members of the Board of Directors of the Company".
<PAGE>
IN WITNESS WHEREOF , the parties hereto have cause this Amendment to
the Rights Agreement to be duly executed and attested, all as of the date and
year first above written.
Attest: OPINION RESEARCH CORPORATION
By: /s/ James T. Heisler By: /s/ John F. Short
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Name: James T. Heisler Name: John F. Short
Title: Executive Vice President Title: President
Attest: STOCKTRANS, INC.
By: /s/ Lisa Ann Klevence By: /s/ Jonathan Miller
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Name: Lisa Ann Klevence Name: Jonathan Miller
Title: Vice President, Operations Title: President
