UNITED STATES
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): August 8, 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, NE 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 7. Financial Statements and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibit is being filed herewith:
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(99.1) Talking Points for Second Quarter Conference Call
Held August 8, 2001.
Item 9. Regulation FD Disclosure.
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On August 8, 2001, National Research Corporation (the "Company") held a
conference call in connection with the announcement of the Company's earnings
for the second quarter ended June 30, 2001. A copy of the talking points
("Talking Points") for such conference call is filed as Exhibit 99.1 and is
incorporated by reference herein. An online audio replay of such conference call
and the related question and answer session will be available for thirty days on
the Company's web site at www.nationalresearch.com.
The information, including without limitation, all forward-looking
statements, contained in the Talking Points or provided in the conference call
and related question and answer session speaks only as of August 8, 2001. The
Company has adopted a policy that if the Company makes a determination that it
expects earnings for future periods for which projections are contained in the
Talking Points to be lower than those projections, then the Company will
publicly announce such revised projections. The Company's policy also provides
that the Company does not intend to make such a public announcement if the
Company makes a determination that it expects earnings for future periods to be
at or above the projections contained in the Talking Points. Except as set forth
above, the Company assumes no obligation, and disclaims any obligation, to
update information contained in the Talking Points or provided in the conference
call and related question and answer session. Investors should be aware that the
Company may not update such information until the Company's next quarterly
conference call, if at all.
The Talking Points contain, and representatives of the Company made,
during the conference call and the related question and answer session,
"forward-looking statements" intended to qualify for the safe harbors from
liability established by the Private Securities Litigation Reform Act of 1995.
All statements other than statements of historical fact included in the Talking
Points or made during the conference call and related question and answer
session, including, without limitation, statements regarding the Company's
future plans, goals, objectives and financial position and projected revenue and
related expenses, are forward-looking statements. In addition, forward-looking
statements generally can be identified by the use of forward-looking terminology
such as "may," "will," "expect," "intend," "estimates," "anticipate," "believe,"
"should" or "plans," or the negative thereof or variations thereon or similar
terminology. Although the Company believes the guidance given in such
forward-looking statements is reasonable, it can give no assurance that such
guidance or the actual results derived therefrom will prove to have been
correct. Factors that could affect actual results or outcomes include, without
limitation, the Company's reliance on a limited number of key clients for a
substantial portion of its revenues, the Company's dependence on performance
tracking contract renewals, fluctuations in the Company's operating results
related to the Market Guide, increased competition, changes in conditions
affecting the healthcare industry, the Company's ability to manage
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its growth and to successfully integrate its recent and any possible future
acquisitions and the Company's ability to provide timely and accurate
performance tracking and market research to its clients. An additional factor
that could cause actual results to differ materially from the Company's
guidance, in particular those with respect to projected revenue and related
major expense percentages, is the accuracy of the assumptions made by the
Company that underlie such guidance. Although the Company believes such
assumptions are reasonable, there can be no assurance that the assumptions are
accurate or will prove to have been correct. Any assumptions that are inaccurate
or do not prove to be correct could have a material adverse effect on the
Company's ability to achieve the forward-looking statements.
Additional information concerning factors that could cause actual results to
differ materially from those in the forward-looking statements is contained from
time to time in the Company's filings with the Securities and Exchange
Commission. All subsequent written and oral forward-looking statements
attributable to the Company, or persons acting on its behalf, are expressly
qualified in their entirety by the cautionary statements contained in this
Current Report on Form 8-K and the Company's other filings with the Securities
and Exchange Commission.
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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: August 8, 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 August 8, 2001
Exhibit
Number
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(99.1) Talking Points for Second Quarter Conference Call Held August 8, 2001.
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