<PAGE>
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Opinion Research Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
OPINION RESEARCH CORPORATION
23 Orchard Road
Skillman, New Jersey 08558
_______________________________________________________
NOTICE OF
ANNUAL MEETING
AND
PROXY STATEMENT
_______________________________________________________
Annual Meeting of Stockholders
August 31, 1999
<PAGE>
OPINION RESEARCH CORPORATION
23 Orchard Road
Skillman, New Jersey 08558
_______________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 31, 1999
_______________
The Annual Meeting of Stockholders of Opinion Research Corporation (the
"Company") will be held on Tuesday, August 31, 1999 at 10:00 a.m., local time,
at the Company's headquarters, 23 Orchard Road, Skillman, New Jersey, for the
following purposes:
1. To elect two Directors to serve until the 2002 Annual Meeting of
Stockholders of the Company and until their respective successors have been duly
elected and qualified.
2. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the 1999 fiscal year.
3. To transact such other business as may properly come before the
Meeting or any adjournment or postponement thereof.
The close of business on July 23, 1999 was established as the record date
for the Meeting. All stockholders of record at that time are entitled to notice
of, and to vote at, the Meeting and any adjournment or postponement thereof.
All stockholders are cordially invited to attend the Meeting. The Board of
Directors urges you to date, sign and return promptly the enclosed proxy to give
voting instructions with respect to your shares of Common Stock. The proxies are
solicited by the Board of Directors. The return of the proxy will not affect
your right to vote in person if you do attend the Meeting. A copy of the
Company's Annual Report to Stockholders for the year ended December 31, 1998, is
also enclosed.
By order of the Board of Directors
DOUGLAS L. COX
Secretary
August 2, 1999
- --------------------------------------------------------------------------------
IMPORTANT
A Proxy Statement and proxy are submitted herewith. All stockholders are urged
to complete and mail the proxy promptly. The enclosed envelope for return of
proxy requires no postage if mailed in the U.S.A. Stockholders attending the
Meeting may personally vote on all matters which are considered, in which event
the signed proxy is revoked. It is important that your shares be voted.
- --------------------------------------------------------------------------------
<PAGE>
OPINION RESEARCH CORPORATION
23 Orchard Road
Skillman, New Jersey 08558
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors (the "Board of
Directors") of Opinion Research Corporation (the "Company"), a Delaware
corporation, for use at the Annual Meeting of Stockholders (the "Meeting") to be
held on Tuesday, August 31, 1999, at 10:00 a.m., local time, at the Company's
headquarters, 23 Orchard Road, Skillman, New Jersey, and any adjournment or
postponement thereof. This Proxy Statement, the foregoing notice, and the
enclosed proxy are first being mailed to stockholders on or about August 2,
1999.
The Board of Directors does not intend to bring any matters before the
Meeting other than the matters specifically referred to in the foregoing notice,
nor does the Board of Directors know of any matter which anyone else proposes to
present for action at the Meeting. However, if any other matters properly come
before the Meeting, the persons named in the accompanying proxy or their duly
constituted substitutes acting at the Meeting will be deemed authorized to vote
or otherwise act thereon in accordance with their judgment on such matters.
When your proxy card is returned properly signed, the shares represented
will be voted in accordance with your directions. In the absence of
instructions, the shares represented at the Meeting by the enclosed proxy will
be voted "FOR" the nominees of the Board of Directors in the election of
directors and "FOR" the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 1999. Any proxy may
be revoked at any time prior to its exercise by notifying the Secretary of the
Company in writing, by delivering a duly executed proxy bearing a later date or
by attending the Meeting and voting in person.
-1-
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Outstanding Shares and Voting Rights
At the close of business on July 23, 1999, the record date, the Company had
outstanding 4,243,889 shares of its common stock, par value $.01 per share (the
"Common Stock"). On each matter voted upon at the Meeting and any adjournment or
postponement thereof, each record holder of Common Stock will be entitled to one
vote per share.
The presence, in person or by proxy, of stockholders entitled to cast a
majority of the votes which stockholders are entitled to cast in the election of
directors and on the selection of Ernst & Young LLP as the Company's independent
auditors will constitute a quorum as to each such matter. Assuming a quorum is
present at the Meeting, a plurality of all the votes cast at the Meeting shall
be sufficient to elect a director. The selection of Ernst & Young LLP as the
Company's independent auditors for the fiscal year ending December 31, 1999
requires the affirmative vote of a majority of the votes cast at the Meeting.
For purposes of determining the number of votes cast with respect to any voting
matter, only those cast "for" or "against" are included. Abstentions and broker
non-votes are counted only for purposes of determining whether a quorum is
present at the Meeting.
Principal Stockholders
The following table sets forth certain information regarding the holdings
of each stockholder who was known to the Company to be the beneficial owner, as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), of more than 5% of any voting class of the Common Stock at the
close of business on June 30, 1999. Each of the persons named in the table below
as beneficially owning the shares set forth therein has sole voting power and
sole investment power with respect to such shares, unless otherwise indicated.
<TABLE>
<CAPTION>
Name and Address Amount Percent
of Beneficial Owner Beneficially Owned of Class
- ----------------------------- ------------------ --------
<S> <C> <C>
Michael R. Cooper (1)(2)(3) 732,709 16.25
23 Orchard Road
Skillman, NJ 08558
John F. Short (2)(3)(4) 540,316 12.27
23 Orchard Road
Skillman, NJ 08558
Cumberland Associates (5) 491,000 11.57
1114 Avenue of the Americas
New York, New York 10036
</TABLE>
-2-
<PAGE>
<TABLE>
<S> <C> <C>
Gruber & McBaine (5) 422,600 9.96
Capital Management
50 Osgood Place
San Francisco, CA 94133
Goldman Sachs Equity (5) 403,200 9.50
Portfolios, Inc. on Behalf of
GS Small Cap Equity Fund
32 Old Slip, 34th Floor
New York, NY 10005
Larry French (6) 225,000 5.30
631-B Coopermine Road
Princeton, NJ 08540
Thomas L. Gombar
4 Mercer Street
Hopewell, NJ 08525
</TABLE>
______________________________
(1) Includes 110,000 shares held in trusts established by Dr. Cooper for the
benefit of his children, with Dr. Cooper's wife as one of the co-trustees.
The trustees have entered into a voting trust agreement with Dr. Cooper
pursuant to which Dr. Cooper serves as the voting trustee for the shares
held by such trusts.
(2) Includes 264,599 and 161,375 shares subject to exercisable options
beneficially owned by Dr. Cooper and Mr. Short, respectively.
(3) Does not include 225,000 and 25,530 shares held in trusts for the benefit
of the children of Dr. Cooper and Mr. Short, respectively.
(4) Includes 209,625 shares held by Mr. Short as co-trustee of the Company's
Retirement Plan, over which Mr. Short has sole voting power.
(5) Based solely on information provided to the Company by the beneficial
owners.
(6) Messrs. French and Gombar are trustees of trusts holding an aggregate of
225,000 shares for the benefit of the children of Dr. Cooper.
Security Ownership of Management
The following table sets forth certain information regarding the Common
Stock beneficially owned by each director of the Company, by the Company's Chief
Executive Officer, and each of the Company's four other most highly compensated
executive officers in 1998 (the "Named Executive Officers"), and by all
directors and executive officers of the Company as a group, at the close of
business on June 30, 1999. Each of the persons named in the table below as
beneficially owning the shares set forth therein has sole voting power and sole
investment power with respect to such shares, unless otherwise indicated.
-3-
<PAGE>
<TABLE>
<CAPTION>
Name of Amount Percent
Beneficial Owner Beneficially Owned of Class
- ---------------- ------------------ --------
<S> <C> <C>
Michael R. Cooper # (1)(2)(3) 732,709 16.25
John F. Short (2)(3)(4) 540,316 12.27
James C. Fink ## (2) 149,266 3.51
Gregory C. Ellis (2) 123,333 2.88
James T. Heisler (2) 106,357 2.50
Stephen A. Greyser (2) 81,250 1.88
Lenard B. Tessler (2) 24,900 *
Derek B. Smith (2) 17,000 *
All Directors and executive
officers as a group (10 persons)
(5)(6) 1,903,131 37.85
</TABLE>
- -------------------
* Denotes less than one percent of applicable class.
# Dr. Cooper resigned as Director, Chairman and Chief Executive Officer of
the Company effective February 12, 1999. See "Transaction with Management."
## Dr. Fink resigned as an officer of the Company effective February 19, 1999
and as a Director of the Company effective June 30, 1999.
(1) Includes 110,000 shares held in trusts established by Dr. Cooper for the
benefit of his children, with Dr. Cooper's wife as one of the co-trustees.
The trustees have entered into a voting trust agreement with Dr. Cooper
pursuant to which Dr. Cooper serves as the voting trustee for the shares
held by such trusts.
(2) Includes options exercisable as of June 30, 1999 for each of the named
executives and directors: Dr. Cooper - 264,599; Mr. Short - 161,375; Dr.
Fink - 13,500; Dr. Heisler - 13,000; Professor Greyser - 68,750; Mr.
Ellis - 43,333; Mr. Tessler - 10,000; Dr. Smith - 10,000.
(3) Does not include 225,000 and 25,530 shares held in trusts for the benefit
of the children of Dr. Cooper and Mr. Short, respectively.
(4) Includes 209,625 shares held by Mr. Short as co-trustee of the Company's
Retirement Plan, over which Mr. Short has sole voting power.
(5) The 142,000 shares beneficially owned by the executive officers of the
Company and held pursuant to the Company's Retirement Plan are included
only once in the total.
-4-
<PAGE>
(6) Includes options to purchase a total of 200,000 shares exercisable as of
June 30, 1999. Such options are owned by an executive officer of the
Company, which options were issued in connection with the purchase of Pro
Tel Marketing, Inc. on January 6, 1998.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors and persons who own more than ten percent of a registered class of
the Company's equity securities (collectively, the "reporting persons") to file
reports of ownership and changes in ownership with the SEC and to furnish the
Company with copies of these reports. Based on the Company's review of the SEC
copies of these reports received by it, the Company believes that all filings
required to be made by the reporting persons for 1998 were made on a timely
basis, with the exception of a Form 3 required to be filed by Douglas L. Cox
upon his becoming Chief Financial Officer of the Company, which was filed
approximately one month late.
-5-
<PAGE>
MANAGEMENT COMPENSATION
Summary Compensation Table
The following table sets forth, for the Company's last three fiscal years,
the cash compensation paid by the Company, as well as certain other compensation
paid or accrued for those years, to the Company's Named Executive Officers.
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards
-------------------------------------- ----------------------------
Other Annual Restricted Shares Subject All Other
Name and Principal Salary Bonus Compensation Stock to Options Compensation
Position Year ($) ($) ($) Award(s) ($) (#) ($) (3)
------------------ ---- ------- ------- ------------ ------------ -------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Michael R. Cooper* 1998 410,000 250,000 (1) 0 0 0 85,594 (4)
Chairman and CEO 1997 390,000 162,500 (1) 0 0 235,417 (2) 91,000
1996 390,000 250,000 (1) 0 0 50,000 100,822
John F. Short 1998 290,000 0 0 0 0 54,817 (5)
and President 1997 260,000 116,000 0 0 138,542 (2) 42,939
and President 1996 259,135 140,000 0 0 30,000 40,636
Gregory C. Ellis 1998 216,600 0 0 0 0 2,400 (6)
Chief Operating 1997 190,962 100,000 0 0 60,000 2,250
Officer 1996 175,000 60,000 0 0 0 0
James T. Heisler 1998 167,000 20,000 0 0 5,000 1,257 (6)
Exec. Vice President 1997 155,577 15,000 0 0 11,667 (2) 1,279
1996 169,510 0 0 0 0 1,260
James C. Fink** 1998 167,000 0 0 0 10,000 0
Exec. Vice President 1997 155,000 45,000 0 0 11,667 (2) 0
1996 154,798 0 0 0 0 0
</TABLE>
* Dr. Cooper resigned as Director, Chairman, and Chief Executive Officer of
the Company effective February 12, 1999. See "Transaction with
Management".
** Dr. Fink resigned as an officer of the Company effective February 19, 1999
and as a Director of the Company effective June 30, 1999.
(1) Consists of company payments on behalf of named executive under the Opinion
Research Corporation Deferred Compensation Plan.
(2) Includes options issued in 1993 and 1994 that were canceled and reissued in
December 1997. The reissued options retained all the original attributes
except for expiration dates which are six years from the date of grant for
options initially granted in 1993 and seven years for those options
-6-
<PAGE>
originally granted in 1994. All reissued options have an exercise price
equal to or greater than the market value of the stock on the date of
grant. The number of reissued options for each named executive were: Dr.
Cooper - 145,417; Mr. Short - 78,542; Dr. Fink - 8,167 and Dr. Heisler -
8,167.
(3) During 1995, the Company entered into certain agreements with trusts
established for the benefit of the children of Dr. Cooper and Mr. Short.
Under these agreements, the Company pays certain premiums on life insurance
policies on the officers, to which the trusts are the beneficiaries. The
Company is entitled to the repayment of the premiums paid on these
insurance policies upon maturity. The premiums paid on behalf of Dr. Cooper
and Mr. Short by the Company were $74,940 and $48,104 in 1998, $77,202 and
$37,143 in 1997, and $82,311 and $37,142 in 1996, respectively.
(4) Consists of Company payments on behalf of the named executive of $4,352 to
cover the premiums payable on supplemental disability and life insurance
policies, $3,902 reimbursed medical expenses, and a $2,400 Company match
under the Company's Defined Contribution Plan.
(5) Consist of Company payments on behalf of the named executive of $4,313 to
cover the premiums payable on supplemental disability and life insurance
policies and a $2,400 Company match under the Company's Defined
Contribution Plan.
(6) Consists of a Company match under the Company's Defined Contribution Plan
for each named executive.
Stock Option Grants During 1998
The following table contains information concerning the grant of stock
options under the Company's 1997 Stock Incentive Plan (the "Plan") to the Named
Executive Officers. The Company does not have any plans pursuant to which stock
appreciation rights ("SARs") may be granted.
<TABLE>
<CAPTION>
Option Grants in 1998
---------------------
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
Individual Grants for Option Terms (1)
------------------------------------------------ --------------------------
% of Total
Options
Granted To Exercise or
Options Employees Base Price Expiration
Name Granted (#) 1998 ($/Sh)* Date 5% 10%
- -------------------- ---------- ---------- ----------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Michael R. Cooper** 0 0% 0 0 0 0
John F. Short 0 0% 0 0 0 0
Gregory C. Ellis 0 0% 0 0 0 0
James C. Fink*** 5,000 (2) 2.4% $5.875 2/15/05 $11,959 $27,869
James T. Heisler 5,000 (2) 2.4% $5.875 2/15/05 $11,959 $27,869
</TABLE>
-7-
<PAGE>
* All options have an exercise price equal to or greater than the market
price of the Common Stock on the date of grant.
** Dr. Cooper resigned as Director, Chairman and Chief Executive Officer of
the Company effective February 12, 1999. See "Transaction with
Management".
*** Dr. Fink resigned as an officer of the Company effective February 19, 1999
and as a Director of the Company effective June 30, 1999.
(1) Illustrates value that might be realized upon exercise of options
immediately prior to the expiration of their term, assuming specified
compounded rates of appreciation on the Common Stock over the term of the
options. Assumed rates of appreciation are not necessarily indicative of
future stock performance.
(2) These Options become exercisable according to the following schedule: one-
third on each of the next three anniversaries of the grant date.
Stock Option Exercises and Holdings During 1998
The following table sets forth information related to options exercised
during 1998 by the Named Executive Officers and the number and value of options
held at December 31, 1998, by such individuals. The Company does not have any
plan pursuant to which SARs may be granted.
Aggregated Option Exercises in 1998
and Option Values at December 31, 1998
--------------------------------------
<TABLE>
<CAPTION>
Number of Value of
Shares Value Unexercised Options at Unexercised Options at
Acquired On Realized December 31, 1998 (#) December 31, 1998 ($)
Name Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- --------------------- --------------- ----------- ------------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Michael R. Cooper* 0 0 264,583 76,667 53,125 37,500
John F. Short 0 0 161,375 40,000 32,500 25,000
Gregory C. Ellis 0 0 40,000 40,000 12,083 24,167
James C. Fink** 0 0 10,167 12,333 584 1,167
James T. Heisler 0 0 11,833 5,667 584 1,167
</TABLE>
* Dr. Cooper resigned as Director, Chairman, and Chief Executive Officer of
the Company effective February 12, 1999. See "Transaction with Management".
** Dr. Fink resigned as an officer of the Company effective February 19, 1999
and as a Director of the Company effective June 30, 1999.
-8-
<PAGE>
Employment Agreements
Mr. Short has an employment agreement with the Company providing for an
annual salary of $350,000 subject to increase with respect to each fiscal year
during the term of the agreement, to be determined by the Compensation Committee
of the Board of Directors. In addition, Mr. Short is eligible to receive
additional incentive compensation as determined by the Compensation Committee of
the Board of Directors. The agreement provides that in the event Mr. Short's
employment is terminated by the Company without cause or Mr. Short terminates
the employment for cause (as defined therein), in addition to his compensation
through the date of such termination, he is to receive an immediate cash payment
equal to two times his annual base compensation, unless such termination occurs
within 24 months after a change in control (as defined therein), in which case
Mr. Short shall receive an immediate cash payment equal to two and one-half
times his annual base compensation.
Mr. Cox has an employment agreement with the Company providing for an
annual salary of $200,000 subject to increase with respect to each fiscal year
during the term of the agreement (but not before December 31, 1999) to be
determined by the Compensation Committee of the Board of the Directors. In
addition, Mr. Cox is eligible to receive an additional incentive compensation in
accordance with short-term and/or long-term incentive compensation programs
established by the Company from time to time. The agreement provides that in the
event Mr. Cox's employment is terminated by the Company without cause or Mr. Cox
terminates his employment for cause (as defined therein), he is to receive his
current annual salary and, if permissible under the terms of the applicable
Company plans, medical and life insurance benefits, until 11 months after the
effective date of such termination.
Effective February 12, 1999, Dr. Cooper resigned from his positions as
Director, Chairman, and Chief Executive Officer of the Company. See "Transaction
with Management". Prior to such time, Dr. Cooper had an employment agreement
with the Company providing for an annual salary of $390,000, subject to increase
with respect to each fiscal year during the term of the agreement, to be
determined by the Compensation Committee of the Board of Directors. Dr. Cooper's
annual salary at the time of his resignation was $410,000. In addition, Dr.
Cooper was eligible to receive additional incentive compensation as determined
by the Compensation Committee of the Board of Directors. The agreement provides
that in the event Dr. Cooper's employment was terminated by the Company without
cause or that Dr. Cooper terminated his employment for cause (as defined
therein), in addition to his compensation through the date of such termination,
Dr. Cooper would receive an immediate cash payment equal to five times his
annual base compensation.
Transaction with Management
On February 12, 1999, the Company reached an Agreement and General Release
(the "Agreement") with Dr. Cooper, pursuant to which Dr. Cooper resigned as
Director, Chairman, and Chief Executive Officer of the Company and agreed to a
buy-out by the Company of his employment contract. The Agreement provided, among
other things, that the Company make a lump sum cash payment of $1,800,000 to Dr.
Cooper, and reimburse him, up to a maximum of $50,000, for his reasonable costs
and legal fees incurred in connection with negotiating and executing this
Agreement. In addition, certain exercisable stock options of Dr. Cooper,
allowing
-9-
<PAGE>
him to purchase a total of 145,416 shares of the Common Stock, were amended to
eliminate a 90-day post-termination provision and to provide for an expiration
date of December 31, 1999. Dr. Cooper's remaining 119,183 exercisable stock
options were also amended to provide for an expiration date of December 31,
2000. The original expiration dates of Dr. Cooper's stock options ranged from
January 3, 2002 to December 1, 2004.
-10-
<PAGE>
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEES
(PRINCIPAL OFFICERS) ON EXECUTIVE COMPENSATION
Compensation Philosophy and Components
The Company continues to adhere to a strong direct relationship between
performance and compensation throughout the organization, but especially among
executives. The specific criteria applied and the weighing of those criteria are
directly tied to the execution of the Company's business plans. The criteria
include revenues, earnings per share, and the business strategy of the Company.
In addition, the attraction, advancement, and reward of key management are all
necessary as a means of addressing shareholder value criteria prior to payment
of incentive compensation. The targets established by the Committee for 1999
reflect significant growth over the 1998 performance.
The components of the Company's executive compensation program include a
balanced mix of the following:
Base Salary - designed to reflect the level of managerial and professional
contribution of the position and to attract the caliber of professionals and
management required to grow the business.
Annual Incentive - tied to specific business performance targets. The
amount of incentive opportunity and the weighing of the performance criteria
vary according to the role and level of the individual. The incentive plan and
performance criteria are cascaded down through the entire organization allowing
and encouraging all exempt employees to participate in the success of the
Company.
Stock Options - all issued at or above current market price, which tie the
executives directly to the interest of stockholders and provide the financial
motivation for building the long-term value of the Company. Stock options are
granted based on the current contributions and the future potential of the
individual and, as such, serve as both a reward and retention vehicle. Options
are distributed widely to include contributing individuals at other levels, thus
creating a broader group of associates with a vested interest in the long-term
success of the business. In addition, many executives have personally invested
in purchasing a significant amount of the Common Stock further aligning them
individually and as a group with other stockholders. No additional options were
granted to Dr. Cooper or Mr. Short in 1998.
Benefits - It is the Company's intent to be consistent with, but not to
exceed, the practices of other professional service firms regarding health and
welfare benefits.
Compensation of Chief Executive Officer for 1998
In addition to performance categories already mentioned, the Compensation
Committee considered the following factors in determining Dr. Cooper's overall
compensation: the internationalization of the Company over the past several
years and the overall growth in revenue from $24 million in 1993 to $73 million
in 1998; the effectiveness in shaping the strategy, culture, discipline, and
focus of the management team; anticipation of market trends and adjusting the
Company's plans and investments consistent with maximizing long term shareholder
value. All of these factors were considered when determining the 1998
compensation.
-11-
<PAGE>
Qualifying Executive Compensation for Deductibility Under Recently Amended
Provisions of the Internal Revenue Code
Recent amendments to the Internal Revenue Code of 1986, as amended (the
"Code"), provide that publicly held corporations may not generally deduct
compensation for its chief executive officer and certain other executive
officers to the extent that compensation for the executive exceeds $1 million
unless such compensation is "performance based" as defined in the Code. The
Compensation and Stock Option Committee intends to take such actions as are
appropriate to qualify compensation paid to executives for deductibility under
these recent amendments. In this regard, base salary and bonus levels are
expected to remain well below the $1 million limitation in the foreseeable
future.
Compensation and Stock Option Committee:
Stephen A. Greyser, D.B.A.
Derek B. Smith, Ph.D.
-12-
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the percentage change in the cumulative total
stockholder return on the Common Stock during the period commencing December 31,
1993 and ending December 31, 1998, with (a) the cumulative total return of the
Nasdaq Stock Market, and (b) a Peer Group of companies engaged in the market
research industry consisting of: Gartner Group, Inc., Information Resources,
Inc., M/A/R/C, Inc., Market Facts, Inc., NFO Worldwide, Inc., and Opinion
Research Corporation. The comparison assumes $100 was invested on December 31,
1993, in the Company's Common Stock and in each of the foregoing indices and
assumes the reinvestment of dividends. The returns of each company in the Peer
Group have been weighted according to their market capitalization at the
beginning of the period indicated.
The Peer Group was developed by the Company's management based on its
knowledge of the market and competing companies and an analysis of the
relatively small group of market research companies whose stock is publicly
traded.
PERFORMANCE GRAPH FOR OPINION RESEARCH CORPORATION
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
------------------------------------------------------------------------
Opinion Research Corporation 100.0 62.9 78.1 42.2 71.9 68.8
- --------------------------------------------------------------------------------------------------------------
Nasdaq Stock Market Total 100.0 97.8 138.2 170.0 208.6 293.2
Return Index
- --------------------------------------------------------------------------------------------------------------
Peer Group 100.0 165.5 458.5 781.7 762.1 436.0
- --------------------------------------------------------------------------------------------------------------
</TABLE>
-13-
<PAGE>
BOARD OF DIRECTORS
Compensation of Directors
For 1998, each director who was not an employee of the Company (an "outside
director"), and who had served as a member of the Board of Directors for three
or more years (a "Senior Director"), was entitled to receive $20,000 per annum.
All other outside directors were entitled to receive $15,000 per annum. In
addition, each outside director was paid $5,000 for chairing a Committee, $1,500
for each Board meeting attended, and $1,250 for each Committee meeting attended.
All directors were also entitled to be reimbursed for incidental travel expenses
incurred in attending Board and Committee meetings.
Pursuant to the 1997 Stock Incentive Plan, each outside director is
automatically granted options to acquire the "formula number" of shares of
Common Stock. The exercise price for these options is equal to the fair market
value of the underlying shares on the date of grant. The options are non-
qualified stock options. The outside directors' options become exercisable on
the first anniversary of the date of grant provided the outside director is a
member of the Board of Directors on that date. The "formula number" for 1998 was
15,000 for Senior Directors and 5,000 for all other outside directors.
For 1999, the designation of senior directorship has been eliminated. All
outside directors are entitled to receive $15,000 per annum as base
compensation. The "formula number" of the stock option grants for 1999 is 5,000
for all outside directors. In addition, each director will be granted options to
purchase an additional 5,000 shares of Common Stock for chairing a Committee.
All other cash compensation arrangements for the outside directors remain the
same as in 1998.
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee or the Stock Option
Committee (Principal Officers) are executive officers of the Company.
None of the executive officers of the Company serve on the Board of
Directors of another entity.
Over several years, the Company made loans to each of the named executives
bearing an interest rate of 9.5%. Including accrued interest, the aggregate
amount of indebtedness outstanding for each of the named executives at December
31, 1998 was: Dr. Cooper - $562,816; Mr. Short - $172,394; and Dr. Heisler -
$82,382.
The Faculty Group, Inc., of which Professor Greyser is a principal,
received $47,500 in consulting fees and $5,378 in expense reimbursements during
1998.
Committees and Meetings of the Board of Directors
The business of the Company is managed under the direction of its Board of
Directors. The Board of Directors met five times during the fiscal year ended
December 31, 1998 and took certain other action by unanimous consent. The Board
meets regularly during the fiscal year to review significant developments
affecting the Company and act on matters requiring Board approval.
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<PAGE>
Every director attended all of the meetings of the Board of Directors and
Committees of the Board on which the director served that were held during the
period the person was a director.
The Board of Directors has established six standing committees: an
Executive Committee, an Audit Committee, a Compensation Committee, a Stock
Option Committee (Principal Officers), a Stock Option Committee (Non-Principal
Officers), and a Strategy Committee.
The Executive Committee
The Executive Committee was established to perform such duties as the Board
of Directors from time to time may direct and, with certain limitations, will
exercise the authority of the full Board between meetings of the full Board. In
1998, Dr. Cooper (Chairman) and Mr. Short served as members of the Executive
Committee. The Executive Committee met three times during 1998.
The Audit Committee
The Audit Committee is charged with reviewing the audited financial
statements of the Company and making recommendations to the full Board on
matters concerning the Company's audits and the selection of independent
auditors. Mr. Tessler (Chairman) and Professor Greyser serve as members of the
Audit Committee. The Audit Committee met once during 1998.
The Compensation and Stock Option Committees
The Compensation Committee is responsible for establishing salaries,
bonuses and other compensation for the Company's executive officers. Professor
Greyser (Chairman) and Dr. Smith serve as members of the Compensation Committee.
The Compensation Committee met three times during 1998.
The Stock Option Committee (Principal Officers) and the Stock Option
Committee (Non-Principal Officers) together serve as the Committee described in
the Plan. The Stock Option Committee (Principal Officers) administers the Plan
solely with respect to persons who are directors or principal officers as
defined in the Plan, and the Stock Option Committee (Non-Principal Officers)
administers the Stock Incentive Plan solely with respect to other persons.
Professor Greyser (Chairman) and Dr. Smith serve as members of the Stock Option
Committee (Principal Officers). The Committee met once during 1998. Dr. Cooper
(Chairman) and Mr. Short served as members of the Stock Option Committee (Non-
Principal Officers) in 1998. The Committee met twice during 1998.
The Strategy Committee
The Strategy Committee is responsible for the long-term strategy and
direction of the Company including marketing, positioning, capital funding
necessary to implement the Company's strategy, and key management succession to
meet the future needs of the Company. In 1998, Professor Greyser (Chairman), Dr.
Cooper, Dr. Smith, Mr. Short and Mr. Tessler served as members of the Committee.
The Committee met three times during 1998.
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ELECTION OF DIRECTORS
At the Meeting, the stockholders will elect directors to hold office until
the Annual Meeting of Stockholders to be held in 2002 and until their respective
successors have been duly elected and qualified. Proxies executed on the
enclosed form will be voted, in the absence of other instructions, "FOR" the
election of the persons named below. Should the nominees become unavailable to
accept nomination or election as a director, the persons named in the enclosed
proxy will vote the shares which they represent for the election of such other
person as the Board of Directors may recommend, unless the Board of Directors
reduces the number of directors. The nominees are currently serving as directors
of the Company.
The following sets forth certain information about each nominee:
Mr. Short, 55, was appointed Chief Executive Officer and Chairman of the
Board of Directors in 1999. Mr. Short joined the Company and was appointed as
its Chief Financial Officer in 1989. He joined the Board of Directors in 1991.
Mr. Short was later appointed Vice Chairman in 1992 and President in 1998. Prior
to joining the Company, Mr. Short served as the Chief Financial Officer of Hay
Systems, Inc., a wholly owned subsidiary of the Hay Group.
Professor Greyser, 64, has been a director of the Company since 1993.
Professor Greyser is a Professor of Marketing at Harvard Business School, where
he has been on the faculty for over 30 years. Professor Greyser also has been
associated with the Harvard Business Review since 1961 as an editor, research
director, and Editorial Board Secretary and Chairman. Since 1972, Professor
Greyser has been a Trustee of the Marketing Science Institute, a non-profit
business-supported research center in marketing, and from 1972 through 1980 he
served as its Executive Director. From 1985 through 1993, Professor Greyser
served on the Board of Directors of the Public Broadcasting Service, where he
served as Vice Chairman from 1991 through 1993. Professor Greyser serves on the
Board of Directors of Edelman Public Relations Worldwide and the investment
service firm Gruntal & Co. Professor Greyser received an M.B.A. and a D.B.A.
from Harvard University.
Directors whose present terms continue until 2000:
Dr. Smith, 53, became a director of the Company in 1996. Dr. Smith is
Managing Director of Bannock Consulting Ltd. Prior to joining Bannock, Dr. Smith
was an Executive Director of Dialog plc. Before joining Dialog, Dr. Smith held
various positions over 16 years within The Economist, the last being The
Economist Group President, Asia Pacific. During his tenure with The Economist,
Dr. Smith served as a Non-Executive Director of Dialog plc. Dr. Smith received a
Ph.D. in Economics from University of Nottingham.
Mr. Ellis, 42, was appointed to the Board in April 1999 to complete the
term of Dr. George G. Gordon, who resigned effective February 23, 1999. Mr.
Ellis joined the Company in October 1995 as the Chief Executive Officer of the
Princeton Group. In July 1997, Mr. Ellis was appointed Managing Director - ORC
Automotive Group, and in December 1997, he was promoted to Chief Operating
Officer - ORC Market Research. Prior to joining the Company, Mr. Ellis was
Senior Vice President and General Manager of Testing, Analytics, and Media
Services for AC Nielsen Company. Mr. Ellis holds a M.S.I.A. degree from
Carnegie-Mellon University's Graduate School of Industrial Administration.
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<PAGE>
Directors whose present terms continue until 2001:
Mr. Tessler, 47, joined the Board of Directors in July 1997. Mr. Tessler is
a founding partner of TGV Partners, a private investment partnership which was
formed in April 1990. Mr. Tessler served as Chairman of the Board of Empire
Kosher Poultry from 1994 to 1997, after serving as its President and Chief
Executive Officer from 1992 to 1994. Before founding TGV Partners, Mr. Tessler
was a founding partner of Levine, Tessler, Leichtman & Co., a leveraged buyout
firm formed in 1987. From 1982 to 1987, Mr. Tessler was a founder, director and
executive vice president of Walker Energy Partners, a publicly traded master
limited partnership in the oil and gas industry, and subsequently he served as
an independent financial consultant to financially troubled companies in that
industry. Prior thereto, Mr. Tessler practiced accounting in New York
specializing in tax. Mr. Tessler received an M.B.A. from Fairleigh Dickinson
University. Mr. Tessler currently serves as a member of the board of directors
of G&G Retail holdings, Inc., Primary Network Holdings, Inc., and Garfield &
Marks Designs, Ltd., Inc.
Dr. Heisler, 53, joined the Company in 1982 and was appointed to the Board
in 1991. Since joining the Company, Dr. Heisler has held various managerial
positions. After managing the Company's Washington D.C. based government
practice, he developed the Company's Telecommunications and Market Assessment
practices. He is currently involved in corporate-wide business development and
key client relationships. Dr. Heisler received a Ph.D. in Social Psychology from
the Illinois Institute of Technology.
Mr. Dale J. Florio, 44, was appointed to the Board in July 1999 to complete
the term of Dr. James C. Fink, who resigned effective June 30, 1999. Mr. Florio
is an attorney and co-founder of the Princeton Public Affairs Group, a firm
specialized in public relations, public affairs, and government relations.
Immediately prior to co-founding the Princeton Public Affairs Group in 1987, Mr.
Florio was responsible for managing Philip Morris' state and local government
affairs program throughout all 50 states. Before joining Philip Morris, Mr.
Florio served as federal public affairs representative with the National
Association of Manufacturers and as an administrative assistant to a member of
the New Jersey General Assembly. Mr. Florio received a law degree from Seton
Hall Law School.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE "FOR" APPROVAL OF THE ABOVE PROPOSAL
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PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS
Subject to approval by the stockholders, the Board of Directors has
appointed the firm of Ernst & Young LLP, which served as the Company's
independent auditors for the last fiscal year, to serve as the Company'
independent auditors with respect to the consolidated financial statements of
the Company and its subsidiaries for the current fiscal year.
A representative of Ernst & Young LLP is expected to be present at the
Annual Meeting and will have the opportunity to make a statement if he or she
desires to do so. The representative is also expected to be available to
respond to appropriate questions of stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THE
APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT AUDITORS
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<PAGE>
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Annual Meeting of
Stockholders in 2000 must be received by April 3, 2000 in order to be considered
for inclusion in the Company's Proxy Statement and form of proxy relating to
that Meeting. Stockholder proposals should be directed to Douglas L. Cox,
Secretary, at the address of the Company set forth on the first page of this
Proxy Statement.
A stockholder of the Company may wish to have a proposal presented at the
Annual Meeting of Stockholders in 2000, but not to have such proposal included
in the Company's Proxy Statement and Form of Proxy relating to that meeting. If
notice of any such proposal is not received by the Company at the address set
forth on the first page of this Proxy Statement by June 18, 2000, then such
proposal shall be deemed "untimely" for purposes of Rule 14a-4(c) promulgated
under the Exchange Act and, therefore, the Company will have the right to
exercise discretionary voting authority with respect to such proposal.
SOLICITATION OF PROXIES
The accompanying form of proxy is being solicited on behalf of the Board of
Directors of the Company. The expenses of solicitation of proxies for the
meeting will be paid by the Company. In addition to the mailing of the proxy
material, such solicitation may be made in person or by telephone or telegraph
by directors, officers or regular employees of the Company or its subsidiaries.
ANNUAL REPORT ON FORM 10-K
The Company will provide without charge to each person solicited by this
Proxy Statement, on the written request of such person, a copy of the Company's
Annual Report on Form 10-K, including the financial statements and schedules
thereto, as filed with the Securities and Exchange Commission for its most
recent fiscal year. Such written requests should be directed to Douglas L. Cox,
Secretary, at the address of the Company set forth on the first page of this
Proxy Statement.
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<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
OPINION RESEARCH CORPORATION
The undersigned, a holder of Common Stock of OPINION RESEARCH
CORPORATION (the "Company"), hereby constitutes and appoints JOHN F.
SHORT as the attorney and proxy of the undersigned, with full power of
substitution, for and in the name and stead of the undersigned, to
attend the Annual Meeting of Stockholders of the Company to be held on
Tuesday, August 31, 1999 at 10:00 a.m., at 23 Orchard Road, Skillman,
New Jersey, and any adjournment or postponement thereof, and thereat to
vote all shares of Common Stock which the undersigned would be entitled
to vote if personally present, as follows:
1. [_] FOR the two nominees for director listed below.
[_] WITHHOLD AUTHORITY to vote for both nominees for director listed
below.
[_] FOR all nominees for director listed below, EXCEPT WITHHOLD
AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S) WHOSE NAME(S) IS (ARE)
LINED THROUGH.
Nominees: John F. Short and Stephen A. Greyser.
2. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the year ending December 31, 1999.
[_] FOR [_] AGAINST [_] ABSTAIN
3. To vote on such other business as may properly come before the meeting.
[_] FOR [_] AGAINST [_] ABSTAIN
Unless otherwise specified, the shares will be voted "FOR" the
election of all nominees for director and "FOR" the other proposals as
previously set forth. This Proxy also delegates discretionary authority
to vote with respect to any other business which may properly come
before the meeting and any adjournment or postponement thereof.
------------------------------------------------------
(Please date and sign on reverse side)
<PAGE>
(Continued from other side)
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL
MEETING, PROXY STATEMENT AND ANNUAL REPORT OF OPINION RESEARCH
CORPORATION.
[_] I plan to attend the Annual Meeting
Date: ________________, 1999
----------------------------
Signature of Stockholder
----------------------------
Signature of Stockholder
NOTE: Please sign this
proxy exactly as name(s)
appear(s) in address. When
signing as attorney-in-
fact, executor,
administrator, trustee or
guardian, please add your
title as such, and if
signer is a corporation,
please sign with full
corporate name by duly
authorized officer or
officers and affix the
corporate seal. When stock
is issued in the name of
two or more persons, all
such persons should sign.
Please sign, date and return in the enclosed postage-prepaid envelope.
