<PAGE>
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Quarterly Period Ended June 30, 2000
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Period from: ____________ to ____________
Commission file number 0-22554
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OPINION RESEARCH CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 22-3118960
------------------------------------- --------------------------
(State of incorporation) (I.R.S. Employer
Identification No.)
23 Orchard Road
Skillman, NJ 08558
-------------------------------------------- --------------------------
(Address of principle executive offices) (Zip Code)
908-281-5100
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the registrant was
required to file such reports) and, (2) has been subject to such filing
requirements for the past 90 days:
Yes X No ______
-----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Common Stock, $0.01 Par Value - 4,288,083 shares as of June 30, 2000
<PAGE>
INDEX
Opinion Research Corporation and Subsidiaries
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets - June 30, 2000 and December 31, 1999
Condensed consolidated statements of income - Six months ended June
30, 2000 and 1999
Condensed consolidated statements of cash flows - Six months ended
June 30, 2000 and 1999
Notes to condensed consolidated financial statements - June 30, 2000
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 3. Quantitative and Qualitative Disclosure About Market Risk
Part II. Other Information
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signature
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands, except share amounts)
(Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------- -------------
Assets
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 1,762 $ 2,808
Accounts receivable:
Billed 19,883 21,107
Unbilled services 14,605 11,853
------------- -------------
34,488 32,960
Less: allowance for doubtful accounts 244 259
------------- -------------
34,244 32,701
Prepaid and other current assets 1,663 2,034
------------- -------------
Total current assets 37,669 37,543
Property and equipment, net 8,791 8,815
Intangibles, net 3,662 4,217
Goodwill, net 39,514 37,588
Other assets 3,697 3,803
------------- -------------
$ 93,333 $ 91,966
============= =============
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ 4,316 $ 3,629
Accrued expenses 9,159 8,329
Deferred revenues 1,921 3,450
Acquisition payable 3,200 2,897
Short-term borrowings 2,509 2,027
Other current liabilities 2,306 1,838
------------- -------------
Total current liabilities 23,411 22,170
Long term debt 46,094 45,311
Deferred income taxes 1,104 1,232
Other liabilities 1,061 3,060
Stockholders' Equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized,
none issued or outstanding - -
Common stock, $.01 par value, 10,000,000 shares authorized,
4,325,941 shares issued and 4,288,083 outstanding in 2000
and 4,292,641 shares issued and 4,254,783 outstanding in 1999 43 43
Additional paid-in capital 15,656 15,475
Retained earnings 6,549 4,931
Treasury stock, at cost, 37,858 shares in 2000 and 1999 (186) (186)
Accumulated other comprehensive income (loss):
Foreign currency translation adjustment (399) (70)
------------- -------------
Total stockholders' equity 21,663 20,193
------------- -------------
$ 93,333 $ 91,966
============= =============
</TABLE>
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See notes to financial statements
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(in thousands, except share and per share amounts)
(Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------- ----------------------------
2000 1999 2000 1999
------------ ------------- ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 40,659 $ 28,866 $ 79,570 $ 46,208
Cost of revenues 27,167 18,595 52,763 28,693
------------ ------------- ------------ ------------
Gross profit 13,492 10,271 26,807 17,515
Selling, general and administrative expenses 8,973 6,750 17,804 11,541
Depreciation and amortization 1,702 1,454 3,410 2,469
------------ ------------- ------------ ------------
Operating income 2,817 2,067 5,593 3,505
Interest expense, net 1,351 878 2,708 1,302
------------ ------------- ------------ ------------
Income before provision for income taxes
and extraordinary loss 1,466 1,189 2,885 2,203
Provision for income taxes 632 594 1,267 1,056
------------ ------------- ------------ ------------
Income before extraordinary loss 834 595 1,618 1,147
Extraordinary loss on debt refinancings,
net of tax benefit of $60 in 1999 - (90) - (90)
------------ ------------- ------------ ------------
Net income $ 834 $ 505 $ 1,618 $ 1,057
============ ============= ============ ============
Income before extraordinary loss per common share:
Basic $ 0.19 $ 0.14 $ 0.38 $ 0.27
============ ============= ============ ============
Diluted $ 0.18 $ 0.14 $ 0.34 $ 0.27
============ ============= ============ ============
Extraordinary loss on debt refinancings
per common share:
Basic $ - $ (0.02) $ - $ (0.02)
============ ============= ============ ============
Diluted $ - $ (0.02) $ - $ (0.02)
============ ============= ============ ============
Net income per common share:
Basic $ 0.19 $ 0.12 $ 0.38 $ 0.25
============ ============= ============ ============
Diluted $ 0.18 $ 0.12 $ 0.34 $ 0.25
============ ============= ============ ============
Weighted average common shares outstanding:
Basic 4,278,178 4,243,889 4,269,115 4,243,889
Diluted 4,625,318 4,288,099 4,766,225 4,304,123
</TABLE>
--------------------------------------------------------------------------------
See notes to financial statements
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months Ended
June 30,
----------------------------------
2000 1999
------------- -------------
<S> <C> <C>
Net cash provided by operating activities $ 4,384 $ 556
------------- -------------
Cash flows from investing activities:
Payments for acquisitions (2,914) (26,383)
Proceeds from disposal of assets - 106
Capital expenditures (1,901) (1,489)
------------- -------------
Net cash used in investing activities (4,815) (27,766)
------------- -------------
Cash flows from financing activities:
Borrowings under line-of-credit agreements 10,300 17,038
Repayments under line-of-credit agreements (8,031) (21,621)
Issuance of notes payable - 43,970
Repayments of notes payable (1,045) (11,287)
Redemption of acquisition stock options (2,000) -
Exercise of employee stock options 181 -
Issuance of warrants - 1,183
Repayments under capital lease arrangements (20) (56)
------------- -------------
Net cash provided by (used in) financing activities (615) 29,227
------------- -------------
Decrease in cash and cash equivalents (1,046) 2,017
Cash and cash equivalents at beginning of period 2,808 1,058
------------- -------------
Cash and cash equivalents at end of period $ 1,762 $ 3,075
============= =============
</TABLE>
--------------------------------------------------------------------------------
See notes to financial statements
<PAGE>
OPINION RESEARCH CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2000
(Unaudited)
(in thousands, except per share data)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the six-month period ended June 30, 2000
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2000. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1999.
NOTE B - EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
--------------- ----------------
2000 1999 2000 1999
------ ------ ------ ------
<S> <C> <C> <C> <C>
Numerator:
Income before extraordinary loss $ 834 $ 595 $1,618 $1,147
------ ------ ------ ------
Numerator for basic and diluted earnings
per share $ 834 $ 595 $1,618 $1,147
====== ====== ====== ======
Denominator:
Denominator for basic earnings per
share,
Weighted-average shares 4,278 4,244 4,269 4,244
Effect of dilutive stock options 347 44 497 60
------ ------ ------ ------
Denominator for diluted earnings per
share
Adjusted weighted-average shares 4,625 4,288 4,766 4,304
====== ====== ====== ======
Basic earnings per share $ 0.19 $ 0.14 $ 0.38 $ 0.27
====== ====== ====== ======
Diluted earnings per share $ 0.18 $ 0.14 $ 0.34 $ 0.27
====== ====== ====== ======
</TABLE>
<PAGE>
NOTE C - ACQUISITION
The Company acquired all of the outstanding shares of stock of Macro
International Inc. ("Macro") pursuant to a Stock Purchase Agreement dated April
30, 1999. The purchase price was comprised of a $22,300 cash payment and
approximately $1,010 of additional costs related to the acquisition. The fair
value of the net assets acquired was $8,742. Identifiable intangible assets
valued at $2,960 are being amortized using the straight-line method over a
period of five years. The excess consideration paid over the estimated fair
value of net assets acquired and identifiable intangible assets of $11,608 has
been recorded as goodwill and is being amortized using the straight-line method
over a period of twenty years.
Based upon Macro's operating results for period ended April 30, 2000, additional
payments of $3,200 are due to the sellers. Such additional consideration, which
was paid in July has been recorded as goodwill and is being amortized over the
remaining life of the goodwill.
In addition, over the next year, the sellers may earn up to an additional $5,500
of cash payments, contingent upon Macro achieving certain performance targets
for revenues and earnings before interest, income taxes, depreciation and
amortization. The pro forma amounts presented below do not give effect to any
such contingent payments.
The unaudited pro forma results of operations for the six months ended June 30,
1999, which assumes the consummation of the Macro purchase as of the beginning
of the period, is as follows:
Revenues $68,301
Income before extraordinary loss 418
Income before extraordinary loss per share:
Basic $ 0.10
Diluted $ 0.10
The pro forma net income includes adjustments for amortization of goodwill and
intangible assets, interest expense, and the related income tax effects of such
adjustments. Also included in the 1999 period are expenses of $660 incurred by
Macro prior to the acquisition for losses on the closure of certain subsidiaries
and merger related costs.
NOTE D - CREDIT FACILITY
In May 1999, in connection with the Macro acquisition, the Company entered into
a credit agreement with a financial institution for a new facility of $50,000
(the "Senior Facility"). This financial institution later syndicated the
facility to include four additional financial institutions. The Senior Facility
provides $30,000 of term notes and up to $20,000 of revolving credit for a six-
year term and is secured by substantially all of the assets of the Company. The
Senior Facility carries an interest rate at the discretion of the Company of
either the financial institution's designated base rate (9.50% at June 30, 2000)
plus 125 basis points or LIBOR (3-month LIBOR was 6.70% at June 30, 2000) plus
275 basis points for both revolving credit and term notes. Principal payments
on the term notes are due in escalating quarterly installments
<PAGE>
commencing September 30, 1999. As of June 30, 2000, the Company had
approximately $9,781 of additional credit available under the Senior Facility.
Given that the interest rates on the revolving credit facility and the term
notes are based on current market rates, the carrying value of the amounts due
under the credit facility approximates their fair value at June 30, 2000.
In May 1999, the Company also issued $15,000 of subordinated debentures to a
financial institution. In exchange for consideration received in connection with
this debt, the Company also issued warrants to purchase a maximum of 437,029
shares of the Company's common stock at an exercise price of $5.422 per share.
The warrants are exercisable from the date of issuance and expire in 2007. The
subordinated financing has an eight-year term and a coupon rate of 12%.
NOTE E - COMPREHENSIVE INCOME
The Company's comprehensive income for the three and six months ended June 30,
2000 and 1999, are set forth in the following table:
Three Months Six Months
Ended June 30, Ended June 30,
2000 1999 2000 1999
------ ------ ------ ------
Net income $ 834 $ 505 $1,618 $1,057
Other comprehensive loss:
Foreign currency translation
adjustment (183) (37) (329) (281)
------ ------ ------ ------
Comprehensive income $ 651 $ 468 $1,289 $ 776
====== ====== ====== ======
<PAGE>
NOTE F - SEGMENTS
The Company's operations by business segments for the three and six months ended
June 30, 2000 and 1999 are as follows:
<TABLE>
<CAPTION>
U.S. Market U.K. Market Social Total
Research Research Teleservices Research Segments Other Consolidated
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Three months ended June 30, 2000:
---------------------------------
Revenues from external
customers $8,314 $4,202 $4,802 $22,655 $39,973 $686 $40,659
Operating income (loss) 288 261 625 1,693 2,867 (50) 2,817
Interest expense, net 1,351
Income before income taxes $1,466
Three months ended June 30, 1999:
---------------------------------
Revenues from external
customers $9,184 $3,610 $4,499 $10,573 $27,866 $1,000 $28,866
Operating income 987 56 497 481 2,021 46 2,067
Interest expense, net 878
Income before income taxes
and extraordinary loss $1,189
Six months ended June 30, 2000:
-------------------------------
Revenues from external
customers $17,453 $8,478 $9,945 $42,001 $77,877 $1,693 $79,570
Operating income (loss) 919 449 1,163 3,081 5,612 (19) 5,593
Interest expense, net 2,708
Income before income taxes $2,885
Six months ended June 30, 1999:
-------------------------------
Revenues from external
customers $18,545 $6,984 $8,310 $10,573 $44,412 $1,796 $46,208
Operating income 1,775 98 1,078 481 3,432 73 3,505
Interest expense, net 1,302
Income before income taxes
and extraordinary loss $2,203
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(dollars in thousands)
Results of Operations - Second Quarter 2000 as Compared to Second Quarter 1999
Revenues increased $11,793, or 41%, to $40,659 in the second quarter of 2000
from $28,866 in the second quarter of 1999. This increase was generated by ORC
Macro, the Company's social research business, acquired as of April 30, 1999
(the "Macro Acquisition"), which accounted for $12,082 of the increase. Revenues
increased by $303, or 7%, in the teleservices business, and decreased by $495,
or 4%, in the market research business.
Cost of revenues increased $8,572, or 46%, to $27,167 in the second quarter of
2000 from $18,595 in the second quarter of 1999. This increase is due to the
Macro Acquisition, which accounted for an increase in cost of revenues of
$8,825. Cost of revenues for the Company's market research business decreased by
$274, or 3%, and cost of revenues for the teleservices business increased by
$76, or 3%.
Gross profit as a percentage of revenues for the Company decreased to 33.2% in
the second quarter of 2000 from 35.6% in the second quarter of 1999, due
primarily to the impact of the Macro Acquisition, for which the gross profit
percentage was 27.2%. The gross profit percentage for the market research
business decreased slightly to 38.5% from 38.7% and the gross profit percentage
for the teleservices business increased to 46.8% from 44.9%.
Selling, general and administrative expenses ("SG&A") increased $2,223, or 33%,
to $8,973 in the second quarter of 2000 from $6,750 in the second quarter of
1999. The Macro Acquisition accounted for $1,883 or 85% of the increase, while
SG&A for the remainder of the Company increased by $340, or 7%. As a percentage
of revenues, consolidated SG&A decreased to 22% from 23%.
The lower gross profit and lower SG&A percentages for the Macro Acquisition are
due to the nature of its business, as approximately 80% of Macro's business is
conducted with government entities. Consequently, in accordance with the
prescribed accounting procedures for government contractors, Macro's cost of
revenues reflect certain costs attributable to its contract projects which the
Company classifies as general and administrative expenses for its other
operating segments. Therefore, the inclusion of Macro in the operating results
of the Company has, and will continue to have, the effect of lowering, as a
percentage of revenues, the consolidated gross profit and SG&A.
Depreciation and amortization expense increased by $248, or 17%, to $1,702 in
the second quarter of 2000 from $1,454 in the second quarter of 1999. The Macro
Acquisition accounted for $162, or 65%, of the total increase. As a percentage
of revenue, depreciation and amortization expense decreased to 4% from 5%.
Interest expense increased to $1,351 from $878 for the second quarter of 2000
relative to the same period in 1999, primarily due to the increased borrowings
and the increase in variable rates, to fund the Macro Acquisition.
<PAGE>
The provision for income taxes increased to $632 from $594 for the second
quarter of 2000 relative to the same period in 1999, due to the higher level of
pre-tax earnings. The provisions for these periods are higher than the amount
that results from applying the federal statutory rate to income primarily
because of the amortization of non-tax deductible goodwill generated from
acquisitions and the impact of state income taxes.
As a result of all of the above, income before an extraordinary loss increased
from $595 to $834 for the three months ended June 30, 1999 and 2000,
respectively.
Results of Operations - Six Months Year-to-Date 2000 as Compared to Six Months
Year-to-Date 1999
Revenues increased $33,362, or 72%, to $79,570 in the first six months of 2000
from $46,208 in the first six months of 1999. This increase is principally due
to the Macro Acquisition, which accounted for $31,428 of the increase. Revenue
increases for the remainder of the Company were due to the growth in the
Company's teleservices business, where revenue increased by $1,635, or 20%, and
an increase in revenues of $520, or 2%, in the Company's market research
business.
Cost of revenues increased $24,070, or 84%, to $52,763 in the first six months
of 2000 from $28,693 in the first six months of 1999. This increase is
principally due to the Macro Acquisition, which accounted for $22,625 of the
increase. Cost of revenues for the Company's market research business increased
by $618, or 4%, and cost of revenues for the teleservices business increased by
$1,006, or 23%, due to the opening of new call centers and resulting volume
increases.
Gross profit as a percentage of revenues for the Company decreased to 34% in the
first six months of 2000 from 38% in the first six months of 1999 due primarily
to the impact of the Macro Acquisition, for which the gross profit percentage
was 28%. The gross profit percentage for the market research business decreased
to 38% from 39% and the gross profit percentage for the teleservices business
decreased to 46% from 48%, due to the opening of new call centers.
Selling, general and administrative expenses ("SG&A") increased $6,263, or 54%,
to $17,804 in the first six months of 2000 from $11,541 in the first six months
of 1999. The Macro Acquisition accounted for $5,460, or 87%, of the increase,
while SG&A for the remainder of the Company increased by $803, or 8%. As a
percentage of revenues, consolidated SG&A decreased to 22% from 25%.
The lower gross profit and lower SG&A percentages for the Macro Acquisition are
due to the nature of its business, as approximately 80% of the Macro
Acquisition's business is conducted with government entities. Consequently, in
accordance with the prescribed accounting procedures for government contractors,
the Macro Acquisition's cost of revenues reflect certain costs attributable to
its contract projects which the Company classifies as general and administrative
expenses for its other operating segments. Therefore, the inclusion of Macro in
the operating results of the Company has, and will continue to have, the effect
of lowering, as a percentage of revenues, the consolidated gross profit and
SG&A.
<PAGE>
Depreciation and amortization expense increased by $941, or 38%, to $3,410 in
the first six months of 2000 from $2,469 in the first six months of 1999. The
Macro Acquisition accounted for $743, or 79%, of the total increase. As a
percentage of revenues, depreciation and amortization expense has decreased from
5% to 4%.
Interest expense increased to $2,708 from $1,302 for the first six months of
2000 relative to the same period in 1999, primarily due to the increased
borrowings to fund the Macro Acquisition.
The provision for income taxes increased to $1,267 from $1,056 for the first six
months of 2000 relative to the same period in 1999, due to the higher level of
pre-tax earnings. The provisions for these periods are higher than the amount
that results from applying the federal statutory rate to income primarily
because of the amortization of non-tax deductible goodwill generated from
acquisitions and the impact of state income taxes.
As a result of all of the above, income before an extraordinary loss increased
from $1,147 to $1,618 for the six months ended June 30, 1999 and 2000,
respectively.
Liquidity and Capital Resources
Net cash provided by operations for the first six months of 2000 was $4,384.
Investing and financing activities for the first six months of 2000 included
capital expenditures of $1,901 and payments of $2,914 with respect to earn-out
payments for previous acquisitions. Additionally, in January 2000, the Company
paid $2,000 to the previous owners of ORC ProTel for options granted at the time
of acquisition, due to the exercise of a put option. These options were recorded
as a long-term liability. Net of borrowings for earn-out related payments and
the payment for the acquisition options, the Company decreased its borrowings by
$3,690 in the first six months of 2000. The Company believes that its current
sources of liquidity and capital will be sufficient to fund its long-term
obligations and working capital needs for the foreseeable future.
In May 1999, in connection with the Macro Acquisition, the Company entered into
a credit agreement with a financial institution for a new facility of $50,000
(the "Senior Facility"). This financial institution later syndicated the
facility to include four additional financial institutions. The Senior Facility
provides $30,000 of term notes and up to $20,000 of revolving credit for a six-
year term and is secured by substantially all of the assets of the Company. The
Senior Facility carries an interest rate at the discretion of the Company of
either the financial institution's designated base rate (9.50% at June 30, 2000)
plus 125 basis points or LIBOR (3-month LIBOR was 6.70% at June 30, 2000) plus
275 basis points for both revolving credit and term notes. Principal payments on
the term notes are due in escalating quarterly installments commencing September
30, 1999. As of June 30, 2000, the Company had approximately $9,781 of
additional credit available under the Senior Facility. Given that the interest
rates on the revolving credit facility and the term notes are based on current
market rates, the carrying value of the amounts due under the credit facility
approximates their fair value at June 30, 2000.
<PAGE>
In May 1999, the Company also issued $15,000 of subordinated debentures to a
financial institution. In exchange for consideration received in connection with
this debt, the Company also issued warrants to purchase a maximum of 437,029
shares of the Company's common stock at an exercise price of $5.422 per share.
The warrants are exercisable from the date of issuance and expire in 2007. The
subordinated financing has an eight-year term and a coupon rate of 12%.
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
There have been no significant changes in market risk since December 31, 1999
that would have a material effect on the Company's risk exposure as previously
disclosed in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of the Company was held on June 13,
2000 at the Company's headquarters for the following purposes:
1. To elect one director to serve until the 2003 Annual Meeting of
Stockholders of the Company and until his respective successor
has been duly elected and qualified. The nominee was approved by
the following votes:
<TABLE>
<CAPTION>
Votes Votes Abstentions and
For Against Broker Non-Votes
--------------- -------------- -------------------
<S> <C> <C> <C>
Frank J. Quirk 3,777,464 0 5,000
</TABLE>
The following directors continue in office after the 2000 Annual
Meeting of Stockholders:
John F. Short
Stephen A. Greyser
Lenard B. Tessler
James T. Heisler
Dale J. Florio
<PAGE>
2. To ratify the appointment of Ernst & Young LLP as the
Company's independent auditors for the 2000 fiscal year. The
matter was approved by the following votes:
<TABLE>
<CAPTION>
Abstentions and
Votes For Votes Against Broker Non-Votes
----------------- ---------------------- ------------------------
<S> <C> <C>
3,774,464 2,000 6,000
</TABLE>
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
Financial Data Schedule (EDGAR only).
b) Reports on Form 8-K
None.
<PAGE>
SIGNATURE
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 thereunto duly authorized.
Opinion Research Corporation
----------------------------------------
(Registrant)
Date: August 11, 2000
--------------- _______________________________________
Douglas L. Cox, Chief Financial Officer
<PAGE>
SIGNATURE
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 thereunto duly authorized.
Opinion Research Corporation
----------------------------------------
(Registrant)
Date: August 11, 2000 /s/ Douglas L. Cox
----------------- -----------------------------------------
Douglas L. Cox, Chief Financial Officer
