As filed with the Securities and Exchange Commission on April 28, 2023
Registration No. 333-52135
Registration No. 333-52143
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-52135
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-52143
UNDER
THE SECURITIES ACT OF 1933
National Research Corporation
(Exact name of registrant as specified in its charter)
Delaware | 47-0634000 | |
(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.) | |
organization) |
1245 Q Street | ||
Lincoln, Nebraska | 68508 | |
(Address of Principal Executive Offices) | (Zip Code) |
NATIONAL RESEARCH CORPORATION 1997 EQUITY INCENTIVE PLAN
NATIONAL RESEARCH CORPORATION DIRECTOR STOCK PLAN
(Full title of the plans)
Kevin R. Karas
Senior Vice President Finance, Chief Financial Officer, Treasurer, and Secretary
National Research Corporation
1245 Q Street
Lincoln, Nebraska 68508
(Name and address of agent for service)
(402) 475-2525
(Telephone number, including area code, of agent for service)
Copy to:
Heidi Hornung-Scherr
Scudder Law Firm, P.C., L.L.O.
411 South 13th Street, Suite 200
Lincoln, Nebraska 68508
(402) 435-3223
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated filer ☐ | Accelerated filer ☒ |
Non-Accelerated filer ☐ | Smaller reporting company ☐ Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act | ☐ |
EXPLANATORY NOTE
These Post-Effective Amendments (together, the “Post-Effective Amendments”) are filed to deregister certain securities registered by the following Registration Statements on Form S-8 (together, the “Registration Statements”) of National Research Corporation, a Delaware corporation (the “Registrant”):
• | Registration Statement No. 333-52135, filed with the SEC on May 8, 1998, registering 730,000 shares of the Registrant’s common stock, par value $.001 per share (the “Common Stock”), issuable pursuant to the National Research Corporation 1997 Equity Incentive Plan; and | |
• | Registration Statement No. 333-52143, filed with the SEC on May 8, 1998, registering 30,000 shares of Common Stock issuable pursuant to the National Research Corporation Director Stock Plan, |
in each case, plus such indeterminate number of shares of Common Stock as may be issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions.
The offerings contemplated by the Registration Statements have been terminated. In accordance with the undertaking contained in the Registration Statements (pursuant to Item 512(a)(3) of Regulation S-K), the Registrant hereby removes from registration any securities that were registered but unsold under the Registration Statements. Accordingly, these Post-Effective Amendments are being filed to deregister any securities covered by the above referenced plans, which remain unissued as of the date of this filing.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lincoln, State of Nebraska, on April 28, 2023.
National Research Corporation | ||
By: | /s/ Kevin R. Karas | |
Kevin R. Karas | ||
Senior Vice President Finance, Chief Financial Officer, Treasurer, and Secretary | ||
Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments to the Registration Statements.
