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As filed with the Securities and Exchange Commission on September 25, 2000.
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OPINION RESEARCH CORPORATION
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(Exact name of issuer as specified in its charter)
DELAWARE 22-3118960
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(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
23 ORCHARD ROAD, SKILLMAN, NEW JERSEY 08558
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(Address of Principal Executive Offices) (Zip Code)
OPINION RESEARCH CORPORATION
STOCK PURCHASE PLAN FOR NON-EMPLOYEE DIRECTORS
AND DESIGNATED EMPLOYEES AND CONSULTANTS
----------------------------------------------
(Full Title of the Plan)
Mr. John F. Short
Chairman of the Board, President and Chief Executive Officer
Opinion Research Corporation
23 Orchard Road
Skillman, New Jersey 08558
--------------------------
(Name and address of agent for service)
(908) 281-5100
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(Telephone number, including area code, of agent for service)
Copies to:
David Gitlin, Esquire
Wolf, Block, Schorr and Solis-Cohen LLP
1650 Arch Street - 22nd Floor
Philadelphia, PA 19103
(215) 977-2000
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount Offering Price Aggregate Registration
to be Registered to be Registered (2) Per Share (1) Offering Price (1) Fee (1)
<S> <C> <C> <C> <C>
Common Stock, 200,000 $7.4375 $1,487,500 $392.70
$0.01 par value (including Shares
associated stock purchase rights)
</TABLE>
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(1) Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act of 1933, as
amended, represents the average of the high and low prices of the Common Stock
as quoted on the American Stock Exchange on September 21, 2000.
(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement also covers such additional securities as may hereinafter
be offered or issued to prevent dilution resulting from stock splits, stock
dividends, recapitalizations or certain other capital adjustments.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
------- ---------------------------------------
The following documents filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities and Exchange Act of
1934, as amended (the "Exchange Act") by Opinion Research Corporation (the
"registrant") are incorporated by reference in this registration statement:
(a) the registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999;
(b) the registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2000 and June 30, 2000, respectively;
(c) the registrant's Current Report on Form 8-K filed on September 15,
2000;
(d) the description of the registrant's common stock contained in its
Form 8-A Registration Statement filed with the Commission on April 8, 1999 under
Section 12 of the Exchange Act, which in turn incorporates by reference the
description of the registrant's common stock set forth under the caption
"Description of Capital Stock" beginning on page 36 of the prospectus included
as part of the registrant's Registration Statement on Form S-1 (File No. 33-
68428), as amended, and any amendments or reports filed for the purpose of
updating such description;
(e) the description of the registrant's preferred stock purchase
rights contained in its Form 8-A Registration Statement filed with Commission on
April 8, 1999, which in turn incorporates by reference the description of the
registrant's preferred stock purchase rights set forth in the registrant's
Registration Statement on Form 8-A, filed with the Commission on September 27,
1996, as amended by the registrant's Registration Statement on Form 8-A/A, filed
with the Commission on September 4, 1998, and any amendments or reports filed
for the purpose of updating such description; and
(f) all documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities offered hereby then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.
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Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for the purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
Item 4. Description of Securities.
------ -------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
------ --------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
------ -----------------------------------------
Under Section 145 of the Delaware General Corporation Law, as amended,
the registrant has the power to indemnify directors and officers under certain
prescribed circumstances (including when ordered by a court and when authorized
by a majority of disinterested directors, by independent legal counsel who is
properly directed to make such a determination or by stockholders) and subject
to certain limitations (including situations in which, unless otherwise
determined by the proper court, such officer or director is adjudged liable to
the registrant), against certain costs and expenses, including attorneys' fees
actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any such person is a party by reason of being a director or officer of the
registrant, if it is determined that such person acted in accordance with the
applicable standard of conduct set forth in such statutory provisions, including
whether consideration of such officer or director acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the registrant's
best interests, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
Pursuant to Article 11 of the registrant's Restated Certificate of
Incorporation, the directors of the registrant shall be entitled to the benefits
of all limitations on the liability of directors generally that are now or
hereafter become available under the Delaware General Corporation Law. Further,
no director of the registrant shall be liable to the registrant or its
stockholders for monetary damages for breach of his or her fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit. Any repeal or
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modification of said Article 11 shall be prospective only, and shall not affect,
to the detriment of any director, any limitation on the personal liability of a
director of the registrant existing at the time of such repeal or modification.
Section 7-1 of the registrant's By-laws provides indemnification to
directors and officers of the registrant against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, actually and reasonably
incurred by them, to the fullest extent now or hereafter permitted by law in
connection with and including, but not limited to, those instances in which such
indemnification, although greater in scope or degree than that expressly
provided by Section 145 of the DGCL, as deemed by a majority of a quorum of
disinterested directors (which may consist of only one director if there is only
one independent director) or by independent legal counsel, after due
investigation, to be in the best interests of the registrant, with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, brought or threatened to be brought
against him or her by reason of his or her performance as a director or officer
of the registrant, its parent or any of its subsidiaries, or in any other
capacity on behalf of the registrant, its parent or any of its subsidiaries.
Section 7-1 of the registrant's By-laws also permits the board of directors by
resolution, adopted in each specific instance, to similarly indemnify any person
other than a director or officer of the registrant for liabilities incurred by
him or her in connection with services rendered by him or her for or at the
request of the registrant, its parent or any of its subsidiaries. The
provisions of said Section 7-1 are applicable to all actions, suits or
proceedings commenced after the adoption of Section 7-1, whether such arise out
of acts or omissions that occurred prior or subsequent to such adoption and
shall continue as to a person who has ceased to be a director or officer of the
registrant or to render services for or at the request of the registrant or, as
the case may be, its parent or subsidiaries, and shall inure to the benefit of
the heirs, executors and administrators of such a person. The rights of
indemnification provided for in said Section 7-1 are not to be deemed exclusive
of any other rights to which any director or officer of the registrant may be
entitled under the By-laws, any agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such director or officer's official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 7-2 of the By-laws provides that expenses (including
attorneys' fees) incurred by any officer or director in defending any civil,
criminal, administrative or investigative action, suit or proceeding, whether
threatened, pending or completed, may be paid by the registrant in advance of
the final disposition of such action, suit or proceeding as authorized by the
registrant's board of directors in the specific case upon receipt of an
undertaking, by or on behalf of such director or officer, to repay such amount
if it shall ultimately be determined that he or she is not entitled to be
indemnified by the registrant as authorized by law.
Section 7-3 of the By-laws further permits the registrant to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or
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agent of the registrant, or is or was serving at the request of the registrant
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted against
him or her and incurred by him or her in any such capacity, or arising out of
his or her status as such, whether or not the registrant would have the power to
indemnify him or her against such liability under law.
Item 7. Exemption from Registration Claimed.
------ -----------------------------------
Not Applicable.
Item 8. Exhibits.
------ --------
4. Opinion Research Corporation Stock Purchase Plan for Non-Employee
Directors and Designated Employees and Consultants.
5. Opinion of Wolf Block Schorr and Solis-Cohen LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Wolf Block Schorr and Solis-Cohen LLP (contained in Exhibit
5).
24 Power of Attorney (included on signature page in Part II of this
registration statement).
Item 9. Undertakings.
------ ------------
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section l0(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of
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prospectus filed with the Commission pursuant to Rule
424(b), if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
-------- -------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such
5
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indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
6
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Skillman, New Jersey, on the 25th day of September,
2000.
OPINION RESEARCH CORPORATION
By: /s/ John F. Short
----------------------------------------
John F. Short, Chairman
of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John F. Short, Douglas L. Cox and Kevin P. Croke,
and each of them, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all post-
effective amendments to this registration statement, and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person, thereby ratifying and
confirming all that said attorneys-in-fact and agents or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ John F. Short Chairman of the Board, September 25, 2000
----------------- President, Chief Executive
John F. Short Officer and Director
(Principal Executive Officer)
7
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Signature Title Date
--------- ----- ----
/s/ Douglas L. Cox Chief Financial Officer September 25, 2000
------------------- (Principal Financial and
Douglas L. Cox Accounting Officer)
/s/ James T. Heisler Executive Vice President September 25, 2000
--------------------- and Director
James T. Heisler
/s/ Stephen A. Greyser Director September 25, 2000
------------------------
Stephen A. Greyser
/s/ Frank J. Quirk Executive Vice President and
------------------- Director
Frank J. Quirk September 25, 2000
/s/ Lenard B. Tessler Director September 25, 2000
----------------------
Lenard B. Tessler
/s/ Dale J. Florio Director September 25, 2000
------------------
Dale J. Florio
8
