SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report
(Date of earliest
event reported): May 7, 2001
National Research Corporation
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(Exact name of registrant as specified in its charter)
Wisconsin 0-29466 47-0634000
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
1245 "Q" Street, Lincoln, Nebraska 68508
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(Address of principal executive offices, including zip code)
(402) 475-2525
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(Registrant's telephone number)
Item 2. Acquisition or Disposition of Assets.
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On May 7, 2001, National Research Corporation (the "Company") acquired
certain of the property and assets of the healthcare performance measurement
business (the "Acquired Business") of The Picker Institute, Inc., a
Massachusetts charitable corporation ("Institute"), pursuant to an Asset
Purchase Agreement, dated as of May 7, 2001, by and between the Company and the
Institute (the "Purchase Agreement"). The Company's acquisition of the assets of
the Acquired Business as well as the consummation of the transactions related
thereto is referred to herein as the "Acquisition." The Company paid a total
cash consideration of $3,500,000 in the Acquisition, $350,000 of which is held
in escrow, and has paid or accrued approximately $560,000 of direct acquisition
costs.
Pursuant to the Purchase Agreement, the Company acquired all of the
business, rights, claims and assets of Institute to (1) all of the Acquired
Business' (a) customer/client databases, records and files, (b) survey
instruments, patient and healthcare survey data, report formats and software
code, (c) pricing models and research validity and reliability reports, (d)
work-in-process, (e) licenses, permits and registrations, (f) trademarks and
other intellectual property, including, without limitation, the mark "PICKER
INSTITUTE" and (g) general intangibles, and (2) certain of the Acquired
Business' contracts and sales orders. All other assets of the Acquired Business
(including, without limitation, cash, tax credits and records, notes, accounts
receivable, obligations of affiliates of Institute and the rights of Institute
under its license agreement with Picker Institute Europe) were retained by
Institute. Except for certain specified contractual obligations relating to the
Acquired Business, the Company did not assume any liabilities of Institute or
the Acquired Business in the Acquisition.
The Company funded the Acquisition and paid costs associated with the
Acquisition through available cash.
The Purchase Agreement is filed as an exhibit to this Current Report
on Form 8-K and is incorporated herein by reference. The brief summary of the
material provisions of the Purchase Agreement set forth above is qualified in
its entirety by reference to the Purchase Agreement filed as an exhibit hereto.
Similar to the Company, Institute, through the Acquired Business, was
engaged in the design, production, marketing, distribution and sale of
survey-based performance measurement analysis and tracking services and products
for the healthcare industry. The Company intends to continue that business.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired.
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The required financial statements for the Acquired Business are not
filed with this Current Report on Form 8-K, but will be filed as soon as
practicable and in no event later than July 21, 2001.
(b) Pro Forma Financial Information.
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The required pro forma financial information is not filed with this
Current Report on Form 8-K, but will be filed as soon as practicable and in no
event later than July 21, 2001.
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(c) Exhibits.
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The exhibits listed in the accompanying Exhibit Index are filed as
part of this Current Report on Form 8-K.
SIGNATURES
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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
Date: May 15, 2001 By: /s/ Patrick E. Beans
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Patrick E. Beans
Vice President, Treasurer, Secretary and
Chief Financial Officer
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NATIONAL RESEARCH CORPORATION
Exhibit Index to Current Report on Form 8-K
Dated May 7, 2001
Exhibit
Number
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(2) Asset Purchase Agreement, dated May 7, 2001, by and between National
Research Corporation and The Picker Institute, Inc.
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