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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OPINION RESEARCH CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 22-3118960
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(State of incorporation or organization) (IRS Employer Identification No.)
23 Orchard Road, Skillman, NJ 08558
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check Instruction A.(d) please check the
the following box. / / following box. /x/
Securities Act registration statement file number to which this form relates:
___________________________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Each Class is to be
to be so Registered Registered
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None
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Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
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Item 1. Description of Securities to be Registered.
On August 29, 2000, the Board of Directors of Opinion Research Corporation
(the "Company") approved an Amendment ("Amendment No. 2 to Rights Agreement") to
the Rights Agreement by and between the Company and StockTrans, Inc., as Rights
Agent, dated December 13, 1996 (the "Rights Agreement"). The Rights were
previously registered on Form 8-A on September 27, 1996, and were amended in a
Form 8-A/A filed by the Company on September 4, 1998 in connection with
Amendment No. 1 to the Rights Agreement. Amendment No. 2 to Rights Agreement was
executed by the parties on August 31, 2000.
Amendment No. 2 to Rights Agreement is set forth as Exhibit 1 hereto and is
incorporated herein by reference. A copy of the Rights Agreement, dated as of
September 13, 1996, by and between the Company and StockTrans, Inc., as Rights
Agent, is incorporated herein by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission (the "Commission") via EDGAR on September 27, 1996. A copy of
Amendment No. 1 to the Rights Agreement, dated as of August 8, 1998, is
incorporated herein by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A filed with the Commission via EDGAR on September 4, 1998.
Item 2. Exhibits.
Number Exhibit
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1 Amendment No. 2 to Rights Agreement, dated August 31, 2000, by
and between the Company and StockTrans, Inc., as Rights Agent
(incorporated by reference to Exhibit 10.11 to the Company's Form
8-K filed with the Commission via EDGAR on September 15, 2000)
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
OPINION RESEARCH CORPORATION
Date: September 18, 2000 By: /s/ John F. Short
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Name: John F. Short
Title: Chairman of the Board, President,
and Chief Executive Officer
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