Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
NRCIA > SEC Filings for NRCIA > Form 8-K on 24-May-2013All Recent SEC Filings

Show all filings for NATIONAL RESEARCH CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for NATIONAL RESEARCH CORP


24-May-2013

Material Modification to Rights of Security Holders, Amendments to Article


Item 3.03. Material Modification to Rights of Security Holders.

The information provided in Item 5.03 of this Current Report on Form 8-K is incorporated by reference in to this Item 2.03.

A description of the Class A Common Stock and the Class B Common Stock (both as defined in Item 5.03 below) of National Research Corporation (the "Company") is set forth under the caption "Proposal 2 - Approval of an Amendment and Restatement of the Company's Articles of Incorporation - Description of the Class A Common Stock and the Class B Common Stock" in the Company's definitive proxy statement with respect to its 2013 Annual Meeting of Shareholders, as filed with the Securities and Exchange Commission on April 10, 2013, which description is incorporated herein by reference.



Item 5.03. Amendments to Articles of Incorporation or By-laws; Change in
Fiscal Year.

On March 25, 2013, the Company announced that its Board of Directors (the "Board") had unanimously approved a recapitalization plan (the "Recapitalization") pursuant to which the Company would: (i) establish two classes of common stock, consisting of a new class of common stock with 1/100th of a vote per share and with the right to receive 1/6th of the dividend, if any, paid on the other class of common stock, designated as class A common stock, par value $0.001 per share (the "Class A Common Stock"), and a new class of common stock with one vote per share and with the right to receive six times the dividend, if any, paid on the other class of common stock, designated as class B common stock, par value $0.001 per share (the "Class B Common Stock"); (ii) issue a dividend of three shares of Class A Common Stock for each share of the Company's existing common stock (the "Existing Stock"); and (iii) following the record date of the aforementioned dividend distribution, reclassify each share of Existing Stock as one-half of one share of Class B Common Stock.

In order to implement the Recapitalization, it was necessary to amend the Company's Articles of Incorporation (the "Articles"). As such, the Board adopted resolutions approving certain amendments to the Articles described below and recommended that the Company's shareholders approve the same at the Company's Annual Meeting of Shareholders held on May 9, 2013 (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders considered the following two sub-proposals to implement the Recapitalization:

(A) An amendment and restatement of the Articles to increase the authorized number of shares of all classes of capital stock from 22,000,000 to 142,000,000, consisting of: (i) 60,000,000 shares of Class A Common Stock; (ii) 80,000,000 shares of Class B Common Stock; and (iii) 2,000,000 shares of preferred stock; and to establish the rights, preferences and privileges of, and the restrictions on, the Class A Common Stock and the Class B Common Stock; and

(B) An amendment and restatement of the Articles to reclassify each share of Existing Stock as one-half of one share of Class B Common Stock.

Both of these sub-proposals were approved by the shareholders of the Company at the Annual Meeting.

Consequently, the Company consummated the Recapitalization on May 22, 2013 by
(1) issuing a dividend of three shares of Class A Common Stock for each share of Existing Stock held by shareholders of record as of May 20, 2013 and (2) filing Amended and Restated Articles of Incorporation of the Company (pursuant to which each share of Existing Stock was automatically reclassified as one-half of one share of Class B Common Stock).


The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Articles of Incorporation of the Company, which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.



Item 8.01. Other Events.

The tables below set forth, as supplemental information, adjusted share and per share data that reflects the impact of the Recapitalization as if it had occurred at the beginning of each period presented. Net income per share of Class A Common Stock and Class B Common Stock is computed using the two-class method. Basic net income per share is computed by allocating undistributed earnings to common shares and using the weighted-average number of common shares outstanding during the period.

Diluted net income per share is computed using the weighted-average number of common shares and, if dilutive, the potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and vesting of restricted stock. The dilutive effect of outstanding stock options is reflected in diluted earnings per share by application of the treasury stock method.

The liquidation rights and the rights upon the consummation of an extraordinary transaction are the same for the holders of Class A Common Stock and Class B Common Stock. Other than share distributions and liquidation rights, the amount of any dividend or other distribution payable on each share of Class A Common Stock will be equal to one-sixth (1/6th) of the amount of any such dividend or other distribution payable on each share of Class B Common Stock. As a result, the undistributed earnings for each year are allocated based on the contractual participation rights of the Class A and Class B Common Stock as if all the earnings for the year had been distributed.

                                        For the Three Months                For the Three Months
                                        Ended March 31, 2013                Ended March 31, 2012
                                     Class A            Class B          Class A            Class B
                                      Common             Common           Common             Common
                                      Stock              Stock            Stock              Stock
                                                  (In thousands, except per share data)
Numerator for net income per
share - basic:
Allocation of distributed
earnings                           $      1,071       $      1,071     $        881       $        881
Allocation of undistributed
earnings                                  1,164              1,164            1,044              1,044
Net income attributable to
common shareholders                $      2,235       $      2,235     $      1,925       $      1,925
Denominator for net income per
share - basic:
Weighted average common shares
outstanding - basic                      20,669              3,445           20,157              3,360
Net income per share - basic       $       0.11       $       0.65     $       0.10       $       0.57
Numerator for net income per
share - diluted:
Net income attributable to
common shareholders for basic
computation                        $      2,235       $      2,235     $      1,925       $      1,925
Denominator for net income per
share - diluted:
Weighted average common shares
outstanding - basic                      20,669              3,445           20,157              3,360
Weighted average effect of
dilutive securities:
Stock Options                               361                 60              522                 87
Restricted Stock                             33                  6               42                  7
Weighted average common shares
outstanding - diluted                    21,063              3,511           20,721              3,454
Net income per share - diluted     $       0.11       $       0.64     $       0.09       $       0.56


                                        For the Three Months                 For the Six Months
                                         Ended June 30, 2012                Ended June 30, 2012
                                     Class A            Class B          Class A           Class B
                                      Common             Common           Common            Common
                                      Stock              Stock            Stock             Stock
                                                 (In thousands, except per share data)
Numerator for net income per
share - basic:
Allocation of distributed
earnings                           $        882       $        882     $      1,762      $      1,762
Allocation of undistributed
earnings                                  1,088              1,088            2,132             2,132
Net income attributable to
common shareholders                $      1,970       $      1,970     $      3,894      $      3,894
Denominator for net income per
share - basic:
Weighted average common shares
outstanding - basic                      20,254              3,376           20,206             3,368
Net income per share - basic       $       0.10       $       0.58     $       0.19      $       1.16
Numerator for net income per
share - diluted:
Net income attributable to
common shareholders for basic
computation                        $      1,970       $      1,970     $      3,894      $      3,894
Denominator for net income per
share - diluted:
Weighted average common shares
outstanding - basic                      20,254              3,376           20,206             3,368
Weighted average effect of
dilutive securities:
Stock Options                               526                 87              537                89
Restricted Stock                             49                  8               49                 8
Weighted average common shares
outstanding - diluted                    20,829              3,471           20,792             3,465
Net income per share - diluted     $       0.09       $       0.57     $       0.19      $       1.12

                                         For the Three Months                 For the Nine Months
                                       Ended September 30, 2012             Ended September 30, 2012
                                      Class A            Class B           Class A            Class B
                                      Common              Common           Common              Common
                                       Stock              Stock             Stock              Stock
                                                   (In thousands, except per share data)
Numerator for net income per
share - basic:
Allocation of distributed
earnings                           $         887       $        887     $       2,650       $      2,650
Allocation of undistributed
earnings                                     901                901             3,033              3,033
Net income attributable to
common shareholders                $       1,788       $      1,788     $       5,683       $      5,683
Denominator for net income per
share - basic:
Weighted average common shares
outstanding - basic                       20,373              3,395            20,262              3,377
Net income per share - basic       $        0.09       $       0.53     $        0.28       $       1.68
Numerator for net income per
share - diluted:
Net income attributable to
common shareholders for basic
computation                        $       1,788       $      1,788     $       5,683       $      5,683
Denominator for net income per
share - diluted:
Weighted average common shares
outstanding - basic                       20,373              3,395            20,262              3,377
Weighted average effect of
dilutive securities:
Stock Options                                481                 80               519                 86
Restricted Stock                              29                  5                42                  7
Weighted average common shares
outstanding - diluted                     20,883              3,480            20,823              3,470
Net income per share - diluted     $        0.09       $       0.51     $        0.27       $       1.64


                                                                    For the Three Months
                                                                   Ended December 31, 2012
                                                              Class A                  Class B
                                                               Common                   Common
                                                               Stock                    Stock
                                                            (In thousands, except per share data)
Numerator for net income per share - basic:
Allocation of distributed earnings                         $        6,031           $        6,031
Allocation of overdistribruted earnings                            (4,180 )                 (4,180 )
Net income attributable to common shareholders             $        1,851           $        1,851
Denominator for net income per share - basic:
Weighted average common shares outstanding - basic                 20,513                    3,419
Net income per share - basic                               $         0.09           $         0.54
Numerator for net income per share - diluted:
Net income attributable to common shareholders for basic
computation                                                $        1,851           $        1,851
Denominator for net income per share - diluted:
Weighted average common shares outstanding - basic                 20,513                    3,419
Weighted average effect of dilutive securities:
Stock Options                                                         415                       69
Restricted Stock                                                       31                        5
Weighted average common shares outstanding - diluted               20,959                    3,493
Net income per share - diluted                             $         0.09           $         0.53

                                        For the Year Ended               For the Year Ended
                                        December 31, 2012                 December 31, 2011
                                     Class A          Class B         Class A          Class B
                                      Common          Common           Common           Common
                                      Stock            Stock           Stock            Stock
                                               (In thousands, except per share data)
Numerator for net income per
share - basic:
Allocation of distributed
earnings                           $      8,681     $     8,681     $      2,956     $      2,956
Allocation of (overdistributed)
undistributed earnings                   (1,147 )        (1,147 )          2,826            2,826
Net income attributable to
common shareholders                $      7,534     $     7,534     $      5,782     $      5,782
Denominator for net income per
share - basic:
Weighted average common shares
outstanding - basic                      20,325           3,388           20,016            3,336
Net income per share - basic       $       0.37     $      2.22     $       0.29     $       1.73
Numerator for net income per
share - diluted:
Net income attributable to
common shareholders for basic
computation                        $      7,534     $     7,534     $      5,782     $      5,782
Denominator for net income per
share - diluted:
Weighted average common shares
outstanding - basic                      20,325           3,388           20,016            3,336
Weighted average effect of
. . .


Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits. The following exhibits are being filed herewith:

(3.1) Amendments to the Articles of Incorporation of National Research Corporation effective May 22, 2013 (incorporated by reference to Appendix A to National Research Corporation's definitive proxy statement, as filed with the Securities and Exchange Commission on April 10, 2013).

(3.2) Amended and Restated Articles of Incorporation of National Research Corporation.


  Add NRCIA to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for NRCIA - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.