SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 12, 1999
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Opinion Research Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-22554 22-3118960
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
23 Orchard Road, Skillman, NJ 08558
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:(908) 281-5100
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Item 5. Other Events.
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On February 16, 1999, the Registrant announced that it
has reached an Agreement and General Release (the "Agreement")
with Michael R. Cooper, Ph.D., providing for the resignation by
Dr. Cooper as a Director and Chairman and Chief Executive Officer
of the Registrant and the buy-out of Dr. Cooper's pre-existing
employment contract. The Agreement became effective on February
12, 1999. A copy of the Agreement is attached hereto as Exhibit
10. The Registrant will take a $2,470,000 charge against
earnings for the fourth-quarter of 1998 for expenses incurred in
relation to the Agreement.
Item 6. Resignations of Registrant's Directors.
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In connection with the Agreement, Dr. Cooper resigned
from his position as Chairman of the Board of Directors of the
Registrant. <PAGE>
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
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(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
10 Agreement and General Release made as of the 5th
day of February, 1999, by Michael R. Cooper and
Opinion Research Corporation. <PAGE>
<PAGE>
Signatures
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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 hereunto duly authorized.
OPINION RESEARCH CORPORATION
Dated: February 16, 1999 By: /s/ John F. Short
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John F. Short
President
<PAGE>
<PAGE>
Exhibit Index
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The following exhibits are filed as part of this Current Report
on Form 8-K:
Exhibit
No. Item
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10 Agreement and General Release made as of the 5th
day of February, 1999, by Michael R. Cooper and
Opinion Research Corporation.
<PAGE>
<PAGE>
Exhibit 10
AGREEMENT AND GENERAL RELEASE
This Agreement and General Release (hereinafter "the
Agreement") made as of this 5th day of February, 1999, is entered
into by Michael R. Cooper ("Cooper") and Opinion Research
Corporation ("ORC").
WHEREAS, Cooper and ORC mutually desire to cancel the
Employment Agreement between them due to circumstances not
otherwise contemplated and to terminate Cooper's relationship
with ORC in an amicable manner;
NOW, THEREFORE, in consideration of the mutual promises
and obligations contained herein, intending to be legally bound,
it is hereby agreed as follows:
1. The foregoing recitals are incorporated herein as
if set forth at length.
2a. On the Effective Date (as defined in paragraph
2c), ORC shall pay to Cooper a cash lump sum of one million eight
hundred thousand dollars ($1,800,000.00) (the "Base Amount") in
cancellation of the Employment Agreement between Cooper and ORC
which is attached as Exhibit "A" and as consideration for
Cooper's relinquishment of any rights he has or may have had
under the Employment Agreement. As described in paragraph 2(c),
this payment is conditioned upon receipt of Cooper's written
certification on the Effective Date that he has not revoked this
Agreement.
2b. The Base Amount will be offset by: (1) the amount
of any salary paid to Cooper by ORC after January 31, 1999; and
(2) an amount equal to $567,390, representing the balance of all
outstanding loans extended to Cooper by ORC (but excluding the
401(k) loan described under paragraph 3c) (such net amount, the
"Final Amount"). A list of the current balance on all
outstanding loans as of February 5, 1999 is attached as Exhibit
"B".
2c. Because Cooper has the right to revoke this
Agreement for a period of seven days following his execution of
this Agreement (see paragraph 17), the Effective Date shall be
the eighth day following the the date Cooper or his agent
delivers this Agreement, executed by Cooper, to Jonathan
Wetchler, Esq., Twelfth Floor Packard Building, 111 South 15th
Street, Philadelphia, PA 19102. The Final Amount shall not
become due and payable until the Effective Date, and payment is
conditioned upon Jonathan Wetchler's receipt of Cooper's written
certification on the Effective Date that Cooper has not revoked
this Agreement. The Final Amount shall be paid by wire transfer
to Cooper's account as follows:
Chase NYC ABA #021000021 A/C #:920-1-073195
FAO: United States Trust Company of New York
For Further Credit to:
A/C #:75200684
Account Name: Michael Roy Cooper, Ph.D.
The Final Amount and all other amounts and benefits payable
hereunder shall not be subject to mitigation, offset or any type
of reduction whatsoever.
3. Cooper's receipt of his regular salary and his
participation in ORC's benefits plans shall terminate as of the
Effective Date. Cooper's participation in any benefit plans
provided by ORC, including but not limited to long-term and
short-term disability, life insurance, health insurance, etc.,
shall terminate on the Effective Date except as specifically
provided below, and shall be governed by the terms of applicable
law and the governing plan documents:
a. On the Effective Date, ORC will transfer to
Cooper his entire "plan deferral account" (i.e., contributions
plus earnings) under ORC's Supplemental Executive Retirement Plan
("SERP") in a lump sum and as an "in kind" distribution by
transfer of Cooper's investments to an individual account set up
and identified to ORC by Cooper. Social security taxes have been
deducted from Cooper's regular salary in an amount sufficient to
satisfy Cooper's obligations. A list of Cooper's investments
held in his SERP plan deferral account is attached as Exhibit
"C". ORC hereby represents that at the time of each deferral,
ORC withheld social security taxes (i.e., OASDI and HI taxes)
from Cooper's compensation in an amount sufficient to satisfy
Cooper's and ORC's obligations with respect to amounts paid into
the SERP and timely remitted to the Internal Revenue Service such
required withholding. Immediately prior to transfer to Cooper's
account, ORC shall withhold the minimum amount required for
income tax purposes (but not for social security taxes) with
respect to the payment of such SERP benefit and ORC shall timely
remit such amount to the Internal Revenue Service on Cooper's
behalf. Any income tax withholding shall be deducted first from
Cooper's SERP benefit that is invested with U.S. Trust Company
and then ratably from other investments. ORC represents that
Cooper's entire SERP benefit consists of his plan deferral
account.
b. ORC hereby releases all shares of ORC common
stock (23,215 shares) pledged to ORC as security under the April
28, 1998 Pledge Agreement between ORC and Cooper relating to the
following split-dollar life insurance policies: Manufacturers
Life Pol. No. 5,193,574-0; Metropolitan Life Pol. No. 950 850
090A; Metropolitan Life Pol. No. 950 850 079A; and John Hancock
Pol. No. 80 117 708. On the Effective Date, ORC shall deliver to
Cooper a stock certificate representing such shares of ORC common
stock. The parties agree that such insurance policies will be
terminated and any cost value will be repaid to ORC in accordance
with the terms of the split-dollar agreement applicable to such
policies. In no event shall Cooper be required to pay ORC any
amounts relating to or arising out of any such split-dollar life
insurance policies.
c. Cooper's balance under ORC's retirement plan,
ORC's sole tax-qualified pension plan containing a 401(k)
feature, is $838,664 as of February 5, 1999. ORC hereby
represents that as of February 5, 1999, Cooper has an outstanding
loan balance under such plan of $15,103. On or before the
Effective Date, Cooper shall repay the outstanding balance to
such plan. Subject to Cooper's repayment, ORC acknowledges that
such outstanding loan balance shall not be treated as a taxable
distribution under the Internal Revenue Code. On the Effective
Date, ORC shall cause the trustee of such plan to distribute
Cooper's entire account balance under such plan by wire transfer
in a direct rollover to an individual retirement account
established at U.S. Trust Company by Cooper. Notwithstanding the
foregoing, to the extent that any portion of Cooper's 401(k)
account balance is invested in share of ORC common stock, such
shares shall not be liquidated and such shares shall be
distributed and delivered to Cooper on the Effective Date. An
executed election form under such plan and wire instructions are
attached as Exhibit "D". Any distributions shall be governed by
the terms and conditions of the plan.
d. Cooper shall be eligible to continue his
group health benefits coverage to pursuant to the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA").
The applicable terms are described and election form attached in
Exhibit "E". ORC shall honor Cooper's election to continue
coverage under ORC's health plan pursuant to COBRA.
e. On the Effective Date, ORC shall take all
actions necessary: (i) to have Cooper's individual disability
policies with Massachusetts Casualty and Liberty Mutual (through
the American Psychological Association) and any documents that
ORC may possess relating thereto to be delivered to Cooper; and
(ii) to notify any such insurance carriers that the bills for the
policy premiums shall be sent to Cooper's personal residence
instead of ORC. ORC hereby represents that the premiums relating
to the Massachusetts Casualty have been paid by ORC through May
27, 1999.
f. No later than 15 days following the Effective
Date, at no cost to ORC, ORC shall have taken all actions
necessary to transfer, assign or cause to be assigned all right,
title and interests in the vehicles designated below to Cooper:
(i) 1998 Jaguar XK8 (Vehicle Identification
Number SAJGX2741VC014799);
(ii) 1996 Volvo 964 (Vehicle Identification
Number YV1KS9604T1089434); and
(iii) 1996 Ford Explorer (Vehicle
Identification Number
1FMCU24X2TUA92626).
g. (i) A list of Cooper's vested stock options
is attached as Exhibit "F". As of the date of the execution of
this Agreement. Cooper's Stock Options #s 160, 161, 162 and 163
covering a total of 145,416 option shares (all vested) are hereby
amended by ORC (with Cooper's consent) to (A) eliminate
subparagraph 2(b)(i) so that the 90 day post-termination
provision no longer applies to Cooper's options, and (B) provide
for an expiration date of December 31, 1999.
(ii) As of the date of the execution of this
Agreement, Cooper's Stock Options #s 082, 127, 134 and 155
covering a total of 119,183 vested option shares are hereby
amended by ORC (with Cooper's consent) to provide for an
expiration date of December 31, 2000.
(iii) Cooper's stock options described in (i)
and (ii) above are also amended to eliminate paragraph 13 therein
and to authorize Cooper to exercise any such stock options by
payment of all or any portion of the applicable exercise price in
shares of ORC common stock which are free and clear of liens and
encumbrances and owned by Cooper for at least six months prior to
such exercise, which facts shall be attested by Cooper to the
reasonable satisfaction of ORC. ORC hereby represents that the
shares of ORC common stock underlying all of Cooper's stock
options are validly registered on a Form S-8 (registration
statement) previously filed with the Securities and Exchange
Commission.
h. Prior to the Effective Date, ORC shall have
returned all artwork owned by Cooper and all other personal
effects and files.
i. On the Effective Date, ORC will reimburse
Cooper for his reasonable costs and attorneys fees incurred in
connection with negotiating and executing this Agreement, not to
exceed fifty thousand dollars ($50,000.00).
4. ORC shall indemnify Cooper against any and all
expenses (including attorney's fees and costs), liabilities,
costs, damages, judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him, to the fullest extent
now or hereafter permitted by law, in connection with any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, brought
or threatened to be brought against him by reason of his
performance as a Director, officer, employee or agent of ORC.
The rights of indemnification provided for herein shall not be
deemed exclusive of any other rights to which Cooper may be
entitled under ORC's By-laws or Certificate of Incorporation, and
shall inure to the benefit of his heirs, executors and
administrators. Any expenses (including reasonable attorney's
fees and costs) incurred by Cooper in connection with an event
for which indemnification is provided hereunder shall be paid by
ORC in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by Cooper to repay such
amount if it shall ultimately be determined that he is not
entitled to be indemnified by ORC as authorized by law. ORC will
continue to maintain Directors' & Officers' Liability Insurance
(the "D & O Insurance") for Cooper until December 31, 2000 in an
amount no less than the same amount provided to ORC's and its
successors' directors and officers. Thereafter, until the sixth
anniversary of the Effective Date, Cooper shall be entitled to
the same D&O insurance coverage as that provided to the then
current directors and officers of ORC or its successors.
5a. Cooper, in exchange for the consideration set
forth herein to which he is otherwise not entitled, including
paragraphs 2 and 5b., and provided ORC timely makes the payment
of the Final Amount as set forth in paragraph 2c, unconditionally
and irrevocably discharges, releases and remise (i) ORC, (ii) any
and all past, present and future subsidiary, parent or related
companies of ORC ("Related Companies"), (iii) the past, present
and future officers, directors, attorneys, employees, insurers
and agents of ORC and the Related Companies with respect to any
actions, omissions, matters or events relating to ORC or the
Related Companies or undertaken in their capacity as officers,
directors, attorneys, employees, insurers and agents of ORC or
the Related Companies, whichever applicable, and (iv) the
respective successors and assigns of each of the foregoing
(collectively "Releasees"), jointly and severally, all and
singularly, of and from any and all claims, causes of action,
suits, charges, debts, dues, sums of money, accounts, reckonings,
bonds, bills, covenants, contracts, torts, acts or omissions,
controversies, agreements, promises, damages, judgments, rights
and demands whatsoever, known or unknown, in law or equity, from
the beginning of the world to the date of the execution of this
Agreement, whether or not capable of proof as of the date of the
Agreement, including but not limited to: (a) all claims arising
out of the Employment Agreement, Cooper's employment and the
cessation of that employment; (b) all common law claims, now
existing or hereafter recognized, including but not limited to
libel, slander, defamation, interference with actual or
prospective contractual relations, infliction of emotional
distress, promissory estoppel, equitable estoppel,
misrepresentation, fraud, breach of contract, wrongful discharge,
negligence, loss of consortium, assault, battery and breach of
covenant of good faith and fair dealing; (c) any claims for
unpaid or withheld wages, overtime compensation, severance pay,
bonuses, stock, commissions or other compensation or employee
benefits of any kind, including but not limited to violations of
the Employee Retirement Income Security Act of 1974 as amended
("ERISA");(d) all claims for attorney's fees, costs and expenses;
(e) any claims of discrimination based on age, sex (including
sexual harassment), disability, perceived disability, sexual
orientation, race, religion, color, creed, citizenship, national
origin or any other factor prohibited by federal, state or local
law (including but not limited to the Age Discrimination in
Employment Act, as amended, Title VII of The Civil Rights Act, as
amended, and all claims under New Jersey including but not
limited to the New Jersey Law Against Discrimination), and any
claims of retaliation for raising, asserting, supporting or
participating in such claims of discrimination or any proceedings
related thereto, which have arisen before the date of the
execution of this Agreement; and (f) all claims under the New
Jersey Conscientious Employee Protection Act ("CEPA"); and (g)
any claims based upon any short term or long term disability
plans and/or policy(s) in which Cooper may have participated
during his employment with ORC. Cooper specifically waives any
claim for reinstatement or reemployment. However,
notwithstanding the foregoing, it is expressly agreed and
acknowledged that Cooper does not waive any claims he may have
with respect to any payment, compensation or benefits to which he
is entitled pursuant to this Agreement, including under ERISA or
other rights described or specifically reserved in this
Agreement. Notwithstanding anything herein to the contrary, the
foregoing Release shall not apply to any Releasee who brings an
action against Cooper (i) by reason of his performance as a
director, officer, employee or agent of ORC, or (ii) which Cooper
would be barred from commencing against such Releasee by the
terms of the release granted by Cooper to such Releasee
hereunder.
5b. ORC, and all past, present and future subsidiary,
parent, or related companies, their past, present and future
officers and directors solely in their corporate capacities and
their agents and attorneys and their respective successors and
assigns of each of them, in consideration of the promises
contained herein, unconditionally, irrevocably and jointly and
severally, all and singularly, discharge, release and remises
Cooper of and from any and all claims, causes of action, suits,
charges, debts, dues, sums of money, accounts, reckonings, bonds,
bills, covenants, torts, grievances, acts or omissions,
controversies, agreements, promises, damages, judgments, rights
and demands whatsoever, known or unknown in law or equity, from
the beginning of the world to the date of the execution of this
Agreement, whether or not capable of proof as of the date of this
Agreement, including but not limited to, all claims arising out
Cooper's employment, the Employment Agreement and the cessation
of that employment, all common law claims now existing or
hereafter recognized including, but not limited to, all claims
for negligence, breach of fiduciary duty, breach of covenant of
good faith and fair dealing, interference with actual or
prospective contractual relations or economic advantage,
defamation, slander, libel, misrepresentation, fraud, promissory
estoppel, equitable estoppel, breach of contract, or breach or
violation of any professional duty, obligation, or
responsibility, and all claims arising out of any negotiations or
communications connected with this Agreement. The Company does
not waive any of its rights to setoff or other rights described
or specifically reserved in this Agreement.
6. Cooper agrees and acknowledges that he is bound by
the terms of the Non-Competition Agreement attached hereto as
Exhibit "G". Nothing contained herein shall be construed to
interfere with or limit the enforceability of that agreement. A
violation of Cooper's Non-Competition Agreement will be
considered a violation of this Agreement, and if such violation
occurs, ORC will be entitled to all the enforcement provisions
and remedies available herein. If, for any reason, the Non-
Competition Agreement is determined to be invalid or
unenforceable through judicial proceeding, such determination
will have no effect upon the enforceability of this Agreement,
which is separately and distinctly enforceable.
7. Cooper hereby resigns his position(s) as an
officer and/or director of ORC and any of its subsidiaries
effective as of the Effective Date. Cooper knowingly,
voluntarily and intentionally waives any rights to receive notice
of any previous and future meeting(s) of the board of directors
for ORC or any of its subsidiaries.
8a. ORC represents and warrants to Cooper that, except
to the extent expressly provided for in this Agreement, and then
only to such extent, neither it nor the Board nor, to the best of
its knowledge, any Related Company nor any officer, director,
employee, agent or attorney for ORC or any related company has
taken any action in the period of time from December 1, 1998
through and including the Effective Date of this Agreement to
amend, alter, modify, terminate, issue or reissue, any of the
organic documents relating to the governance, structure or
organization of ORC or to shareholder rights, including but not
limited to, ORC's Articles of Incorporation, By-Laws, shareholder
rights agreement, the 401(k) as to the ownership of ORC shares or
agreements covering the grant or operation of options, all of
which shall continue to be in effect and operate according to
their terms unless, and then only to the extent, expressly
modified by this Agreement. Cooper hereby resigns as Voting
Trustee under the 1993 Voting Trust Agreement among Cooper, ORC
and certain shareholders of the Company (the "Voting Trust")
effective as of the Effective Date and agrees that, on the
Effective Date, the Voting Trust shall be terminated. Cooper
shall execute all instruments, including stock powers, reasonably
necessary to release the shares subject to such Voting Trust and
convey them to their beneficial owners.
8b. Except as expressly provided in this Agreement,
(i) it is not the intention of the parties hereto that this
Agreement or anything contained herein constitute a waiver or
release of any contractual right or entitlement that Cooper may
have in his capacity as a shareholder of ORC, and (ii) this
Agreement shall not be construed as abrogating, diminishing or
adversely affecting the contractual rights, obligations and/or
entitlements of Cooper to any of the agreements referenced or
enumerated in subparagraph 8a above.
9. Cooper agrees that he will not deprecate or
disparage any Releasee and ORC and its officers and directors
agree that they will not deprecate or disparage Cooper.
10. The parties hereby agree that the payment to be
made to Cooper pursuant to paragraph 2 of this Agreement will not
be subject to withholding for federal or state income taxes or
social security taxes. Accordingly, no deductions or
withholdings for such taxes will be made therefrom, and ORC shall
timely report such payments to Cooper and the Internal Revenue
Service on the appropriate Form 1099. Cooper shall indemnify and
hold ORC harmless against any claim that may arise out of ORC's
failure to withhold or pay any taxes in connection with said
payment , including indemnity for any liability, fees, costs,
penalties, interest and any reasonable attorneys' fees relating
thereto, except that such indemnification shall not apply: (i) to
the extent that any claim relates to the employer's obligations
to pay social security ((OASDI and HI) taxes specified under
Section 3111 of the Internal Revenue Code and any interest
thereon; and (ii) with respect to ORC's failure to pay wage
withholding taxes to the extent that Cooper has satisfied his
income tax obligations with respect to said payment.
11. In the event of a breach of the obligations set
forth in this Agreement, the non-breaching party, in addition to
any other rights which it may have at law or in equity, shall
have the right to recover its reasonable legal fees, costs and
expenses in an action to enforce this Agreement.
12. Cooper agrees and represents that:
(a) He has read carefully the terms of this
Agreement;
(b) He has been advised to consult with an
attorney and has been represented in the
negotiation of this Agreement by his
attorney;
(c) He understands the meaning and effect of the
terms of this Agreement;
(d) The entry into and execution of this
Agreement is his own free and voluntary act,
without compulsion, coercion, or duress of
any kind;
(e) His obligations, waivers and releases
pursuant to this Agreement are in exchange
for valuable and adequate consideration to
which he is not otherwise entitled;
(f) He has been advised that he has at least 21
days to consider the Agreement; and
(g) No promises or inducements have been made to
him except as expressly provided herein.
13. This Agreement is intended by the parties hereto
to create legally binding obligations. This Agreement supersedes
all prior verbal and written communications between the parties
on the subject matter addressed herein.
14. Any amendment or modification of this Agreement or
any separate agreement relating to the subject matter of this
Agreement must be expressed in a writing signed by Cooper and
ORC's Chairman of ORC's Board of Directors or else shall not be
effective. This Agreement shall be binding upon the parties
hereto and their heirs, successors or assigns.
15. In the event that any provision in this Agreement
is determined to be legally invalid, the affected provision shall
be stricken from the Agreement, and the remaining terms of the
Agreement and its enforceability shall remain unaffected thereby.
16. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.
17. Cooper has the right to revoke this Agreement for
seven days after it is signed by him. To revoke this Agreement,
Cooper must send a certified letter within the revocation period
stating his revocation to Jonathan D. Wetchler, Esq, Twelfth
Floor Packard Building, 111 South 15th Street, Philadelphia, PA
19102. On the same day as the letter is mailed, Cooper or his
representative must deliver written notification of such
revocation to Jonathan Wetchler, Esq., via facsimile transmission
(fax no. 215-977-2740) or hand-delivery to the address set forth
above.
18. This agreement is to be construed under New Jersey
law except where federal law may govern.
19. All notices, requests and demands to or upon the
respective parties hereto shall be in writing and may be served
by personal delivery, facsimile, transmission or certified
mail/return receipt requested, except as otherwise stated herein.
All such notices, requests and demands shall be deemed to have
been made upon receipt.
To Cooper:
Dr. Michael R. Cooper
44 Copper Vail
Princeton, New Jersey 08540
with copies to:
Warren L. Dennis, Esquire
Proskauer Rose LLP
1223 20 Street, N.W.
Suite 800
Washington, DC 20036-2396
Fax No.: 202-416-6899
and
Andrea S. Rattner, Esquire
Proskauer Rose LLP
1585 Broadway
New York, New York 10036-8299
Fax No.: 2121-969-2900
To ORC:
Opinion Research Corporation
23 Orchard Road
Skillman, New Jersey 08558
Attention: Chairman and Chief Executive
Officer
with a copy to:
David Gitlin, Esquire
Wolf, Block, Schorr and Solis-Cohen LLP
Twelfth Floor - Packard Building
S.E. Corner 15th and Chestnut Streets
111 South 15th Street
Philadelphia, PA19102-2678
Fax No.: 215-977-2334
20. This Agreement has been drafted by both ORC and
Cooper and any ambiguities shall not be construed against any
party.
IN WITNESS WHEREOF, the parties hereby execute this
Agreement as set forth below.
INTENDING TO BE LEGALLY BOUND:
/s/ Michael R. Cooper Date: February 5, 1999
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Michael R. Cooper
/s/ John F. Short Date: February 5, 1999
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Opinion Research Corporation
/s/ Loretta M. Nelson
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Witness
