UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

 

FORM 8-A /A

(Amendment No. 1)

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

                              National Research Corporation                              

(Exact name of registrant as specified in its charter)

 

 

   Wisconsin   

(State of incorporation

or organization)

 

47-0634000

(IRS Employer

Identification No.)

 

 

1245 Q Street

Lincoln, Nebraska

(Address of principal executive offices)

 

 

68508  

(Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class
to be so registered

Name of each exchange on which
each class is to be registered


Common Stock, par value $ . 001 per share


The NASDAQ Stock Market

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐

 

Securities Act registration statement file number to which this form relates: N/A .

 

Securities to be registered pursuant to Section 12(g) of the Act: None .

 

 
 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of the Application for Registration on Form 8-A filed with the Securities and Exchange Commission on May 16, 2013:

 

Item 1.

Description of Registrant’s Securities to be Registered .

 

The title of the stock of the registrant being registered hereunder is Common Stock, par value $.001 per share (“Common Stock”). The description of the Common Stock is set forth under the caption “Special Factors – Effects of the Proposed Recapitalization – Rights, Preferences and Limitations” in the registrant’s definitive proxy statement with respect to the registrant’s Special Meeting of Shareholders, as filed with the Securities and Exchange Commission on March 13, 2018, which description is incorporated herein by reference.

 

Item 2.

Exhibits .

 

Exhibit No.

 

Description

3.1

 

Amended and Restated Articles of Incorporation of the registrant (incorporated herein by reference to Appendix B to the registrant’s definitive proxy statement, as filed with the Securities and Exchange Commission on March 13, 2018).

     

3.2

 

By-Laws of the registrant, as amended to date (incorporated herein by reference to Exhibit 3.2 of the registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on October 28, 2015).

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

  NATIONAL RESEARCH CORPORATION

 

 

 

 

 

 

 

 

 

Date: April 17, 2018

By:

/s/  Kevin R. Karas

 

 

 

Kevin R. Karas

 

 

 

Senior Vice President Finance, Chief Financial Officer, Treasurer and Secretary

 

 

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