UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
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): May 22, 2013 | |
National Research Corporation
(Exact name of registrant as specified in its charter)
Wisconsin | 0-29466 | 47-0634000 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1245 Q Street, Lincoln, Nebraska 68508
(Address of principal executive offices, including ZIP code)
(402) 475-2525
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §240.13e-4(c)) |
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 Ended March 31, 2013 | | | For the Three Months Ended March 31, 2012 | |
| | | Class A Common Stock | | | Class B Common Stock | | | Class A Common Stock | | | Class B Common 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 Ended June 30, 2012 | | | For the Six Months Ended June 30, 2012 | |
| | | Class A Common Stock | | | Class B Common Stock | | | Class A Common Stock | | | Class B Common 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 Ended September 30, 2012 | | | For the Nine Months Ended September 30, 2012 | |
| | | Class A Common Stock | | | Class B Common Stock | | | Class A Common Stock | | | Class B Common 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 Common Stock | | | Class B Common 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 December 31, 2012 | | | For the Year Ended December 31, 2011 | |
| | | Class A Common Stock | | | Class B Common Stock | | | Class A Common Stock | | | Class B Common 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 dilutive securities: | | | | | | | | | | | | | | | | |
Stock Options | | | 492 | | | | 82 | | | | 474 | | | | 79 | |
Restricted Stock | | | 37 | | | | 6 | | | | 36 | | | | 6 | |
Weighted average common shares outstanding - diluted | | | 20,854 | | | | 3,476 | | | | 20,526 | | | | 3,421 | |
Net income per share - diluted | | $ | 0.36 | | | $ | 2.17 | | | $ | 0.28 | | | $ | 1.69 | |
| | | For the Year Ended December 31, 2010 | | | For the Year Ended December 31, 2009 | |
| | | Class A Common Stock | | | Class B Common Stock | | | Class A Common Stock | | | Class B Common Stock | |
| | | (In thousands, except per share data) | |
Net income per share - basic | | $ | 0.21 | | | $ | 1.28 | | | $ | 0.21 | | | $ | 1.28 | |
Net income per share - diluted | | $ | 0.21 | | | $ | 1.26 | | | $ | 0.21 | | | $ | 1.26 | |
| | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding - basic | | | 19,912 | | | | 3,319 | | | | 19,910 | | | | 3,318 | |
Weighted average common shares outstanding - diluted | | | 20,207 | | | | 3,368 | | | | 20,170 | | | | 3,362 | |
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. |
SIGNATURES
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.
| | | NATIONAL RESEARCH CORPORATION | |
| | | |
| | | |
| | | |
| Dated: May 24, 2013 | By: | /s/ Kevin R. Karas | |
| | | Kevin R. Karas | |
| | | Senior Vice President-Finance, Chief Financial | |
| | | Officer, Treasurer and Secretary | |
NATIONAL RESEARCH CORPORATION
Exhibit Index to Current Report on Form 8-K
Dated May 22, 2013
Exhibit
Number
(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. |
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