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As filed with the Securities and Exchange Commission, via EDGAR,
on April 8, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-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)
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)
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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Common Stock, $0.01 par value American Stock Exchange, Inc.
Preferred Stock Purchase Rights American Stock Exchange, Inc.
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
and is effective pursuant to is effective pursuant to
General Instruction A.(c), General Instruction A.(d)
please check the following please check the following
box. /x/ box. / /
Securities Act registration statement file number to which this
form relates: N/A
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(If applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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A description of the Registrant's Common Stock, par value $0.01, set
forth under the caption "Description of Capital Stock" beginning on page 36 of
the prospectus included as part of the Registrant's Registration Statement on
Form S-1 (File No. 33-68428), as amended, is hereby incorporated herein by
reference.
A description of the Company's Preferred Stock Purchase Rights, set
forth in the Registrant's Registration Statement on Form 8-A, filed with the
Securities and Exchange Commission on September 27, 1996, as amended by the
Registrant's Registration Statement on Form 8-A/A, filed with the Commission on
September 4, 1998, is hereby incorporated herein by reference.
Item 2. Exhibits.
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3.1 The Registrant's Amended and Restated Certificate
of Incorporation (Incorporated by reference to
Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (File No. 33-68428), as
amended, as filed with the Securities and Exchange
Commission on September 3, 1997 (the "Form S-1")).
3.2 The Registrant's Amended and Restated By-laws
(Incorporated by reference to Exhibit 3.2 to the
Form S-1).
4.1 The Form S-1.
4.2 Rights Agreement, dated September 13, 1996,
between the Registrant and StockTrans, Inc.
(Incorporated by reference to Exhibit 1 to the
Registrant's Registration Statement on Form 8-A,
filed with the Securities and Exchange Commission
on September 27, 1996).
4.3 Amendment to Rights Agreement, dated August 8,
1998 (Incorporated by reference to Exhibit 4.2 to
the Registrant's Current Report on Form 10-K for
the year ended December 31, 1998).
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: April 8, 1999 By: /s/ John F. Short
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Name: John F. Short
Title: President
3
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INDEX OF EXHIBITS
Number Exhibit
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3.1 The Registrant's Amended and Restated Certificate
of Incorporation (Incorporated by reference to
Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (File No. 33-68428), as
amended, as filed with the Securities and Exchange
Commission on September 3, 1997 (the "Form S-1")).
3.2 The Registrant's Amended and Restated By-laws
(Incorporated by reference to Exhibit 3.2 to the
Form S-1).
4.1 The Form S-1.
4.2 Rights Agreement, dated September 13, 1996,
between the Registrant and StockTrans, Inc.
(Incorporated by reference to Exhibit 1 to the
Registrant's Registration Statement on Form 8-A,
filed with the Securities and Exchange Commission
on September 27, 1996).
4.3 Amendment to Rights Agreement, dated August 8,
1998 (Incorporated by reference to Exhibit 4.2 to
the Registrant's Current Report on Form 10-K for
the year ended December 31, 1998).
4
