- Current report filing (8-K)
29 Dezembro 2008 - 6:46PM
Edgar (US Regulatory)
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
_________________
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Date of Report
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(Date of earliest
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event reported):
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December 19, 2008
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National Research Corporation
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(Exact name of registrant as specified in its charter)
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Wisconsin
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0-29466
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47-0634000
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(State or other
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(Commission File
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(IRS Employer
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jurisdiction of
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Number)
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Identification No.)
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incorporation)
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1245 Q Street, Lincoln, Nebraska 68508
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(Address of principal executive offices, including zip code)
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(402) 475-2525
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(Registrants telephone number)
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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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01
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Entry
into a Material Definitive Agreement
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As
described in more detail under Item 2.01 of this Current Report on Form 8-K, on December
19, 2008, National Research Corporation, a Wisconsin corporation (NRC),
acquired all of the issued and outstanding shares of stock and stock rights of My
InnerView, Inc., a Wisconsin corporation (MIV). In connection with, and in
order to finance, the acquisition, on December 19, 2008, NRC issued an Installment or
Single Payment Note (the Term Note) to U.S. Bank National Association
(U.S. Bank) under its Revolving Credit Agreement, dated as of May 26, 2006,
with U.S. Bank (as amended and renewed on July 31, 2008, the Credit
Agreement). NRC also entered into an Addendum (the Addendum) to the
Credit Agreement. A more detailed description of the Term Note and the Addendum is set
forth under Item 2.03 of this Current Report on Form 8-K and is incorporated herein by
reference.
Item 2.01
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Completion
of Acquisition or Disposition of Assets
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On
December 19, 2008, NRC acquired all of the issued and outstanding shares of stock and
stock rights of MIV. The acquisition was consummated via the merger of NRC Acquisition,
Inc., a Wisconsin corporation and a former wholly-owned subsidiary of NRC (NRC
Acquisition), with and into MIV, with MIV continuing as the surviving corporation
and as a wholly owned subsidiary of NRC (the Merger), in accordance with the
terms and conditions of the Merger Agreement, dated as of November 26, 2008, by and among
NRC, NRC Acquisition, MIV, Neil L. Gulsvig and Janice L. Gulsvig (the Merger
Agreement). NRC filed the Merger Agreement with the Securities and Exchange
Commission on December 2, 2008 as Exhibit 2.1 to its Current Report on Form 8-K dated
November 26, 2008.
At
the closing of the Merger, NRC paid a total of $11.5 million, $1.0 million of which was
deposited in an escrow for indemnification and certain other potential claims following
the closing. The Merger Agreement provides that the purchase price is subject to
adjustment for, among other things, MIVs working capital at the effective time of
the Merger and its financial results for calendar year 2008, and that additional
consideration may be earned depending on MIVs financial performance in 2009, 2010
and 2011.
NRC
financed the acquisition by borrowing under its existing credit facility, as amended.
The press
release issued by NRC in connection with the closing of the Merger is filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant
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On
December 19, 2008, to finance the Merger, NRC borrowed $9.0 million under the Term
Note and $2.5 million under its revolving credit note (the Revolving Note),
dated March 26, 2008, under the Credit Agreement.
Borrowings
under the Term Note are payable in 35 equal monthly installments of $97,000, with the
balance of principal and interest payable on December 31, 2011. NRC may prepay borrowings
under the Term Note without penalty. Borrowings under the Term Note bear interest at a
rate of 5.20% per year.
The
Revolving Note matures on July 31, 2009, and NRC may repay borrowings under the Revolving
Note until then. Borrowings under the Revolving Note bear interest at a variable rate
equal to (a) prime (as defined in the Revolving Note) less 0.50% or (b) one-, two-,
three-, six- or twelve-month LIBOR.
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The
Addendum modifies the covenants under the Credit Agreement that are applicable to NRC to
add non-cash stock compensation to, and subtract treasury stock purchases from, the
numerator of the fixed charge coverage ratio.
The
descriptions of the Credit Agreement and the Revolving Note set forth above are qualified
by reference to the descriptions set forth in NRCs Current Report on Form 8-K dated
May 26, 2006, which are incorporated herein by reference. The descriptions of the Term
Note and the Addendum set forth above are qualified in their entirety by reference to the
Term Note and the Addendum filed as Exhibits 4.1 and 4.2, respectively, to this Current
Report on Form 8-K and incorporated herein by reference.
Item 9.01
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Financial
Statements and Exhibits
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(a) The
required financial statements of MIV will be filed by amendment to this Current
Report on Form 8-K not later than March 10, 2009 (which is 71 calendar days
after the date that this initial Current Report on Form 8-K is required to be
filed).
(b) The
required pro forma financial information will be filed by amendment to this
Current Report on Form 8-K not later than March 10, 2009 (which is 71 calendar
days after the date that this initial Current Report on Form 8-K is required to
be filed).
(c) Not
applicable.
(d)
Exhibits
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The following exhibit is being filed herewith:
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(4.1)
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Installment
or Single Payment Note, dated as of December 19, 2008, from National
Research Corporation to U.S. Bank National Association.
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(4.2)
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Addendum,
dated December 19, 2008, to the Revolving Credit Agreement, dated May 26,
2006, by and between National Research Corporation and U.S. Bank National
Association.
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(99.1)
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Press
Release of National Research Corporation, dated December 19, 2008.
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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.
Date: December 23, 2008
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NATIONAL RESEARCH CORPORATION
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By:
/s/ Patrick E. Beans
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Patrick E. Beans
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Vice President, Treasurer, Secretary and Chief
Financial Officer
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-4-
NATIONAL RESEARCH
CORPORATION
Exhibit Index to
Current Report on Form 8-K
Dated December 19, 2008
Exhibit
Number
(4.1)
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Installment
or Single Payment Note, dated as of December 19, 2008, from National
Research Corporation to U.S. Bank National Association.
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(4.2)
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Addendum,
dated December 19, 2008, to the Revolving Credit Agreement, dated May 26,
2006, by and between National Research Corporation and U.S. Bank National
Association.
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(99.1)
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Press
Release of National Research Corporation, dated December 19, 2008.
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-5-
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