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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2003

or

For the transition period from              to             

Commission file number 0-22554

OPINION RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)

609-452-5400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

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

Common Stock, $.01 par value

Preferred Stock Purchase Rights

(Title of Classes)

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the Registrant is an accelerated filer (as defined in 12b-2 of the Act).    Yes  ¨    No  x

The aggregate market value of the common stock held by non-affiliates of the Registrant, based on the closing sale price of its common stock on June 30, 2003, the last business day of the Company’s second fiscal quarter, as quoted on the Nasdaq National Market, was approximately $29,000,000.*

As of February 26, 2004, 6,150,310 shares of common stock, par value $.01 per share, were outstanding.

Documents incorporated by reference:

Portions of the Registrant’s definitive Proxy Statement, which will be filed with the Securities and Exchange Commission in connection with the Registrant’s 2004 Annual Meeting of Stockholders, are incorporated by reference into Part III of this report.

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OPINION RESEARCH CORPORATION

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Except where the context indicates otherwise, the term “Company” refers to Opinion Research Corporation and its subsidiaries. All dollar amounts presented in this Annual Report on Form 10-K are in thousands unless indicated otherwise. Readers of this report should review carefully the information contained under the headings “Risk Factors” and “Forward-looking Statements” in Part II.

PART I

General

Opinion Research Corporation (the “Company”) was established in 1938 to apply the principles of general public opinion polling to marketing issues facing America’s largest companies. The Company has evolved to provide social research, market research, information services, marketing services, and telemarketing. The Company identifies its segments based on its three primary service offerings – market research, social research and teleservices. The market research business is then further divided by geographic locations where the business operates. The Company currently has four reportable segments: U.S. market research, U.K. market research, teleservices and social research. In the social research segment, the Company performs public sector primary research and provides information technology, communications, and other consulting services, primarily to agencies of the United States federal government and state and local governments. The majority of the Company’s governmental projects are in the areas of health, education, and international aid. In the market research business, the Company assists its commercial clients in the evaluation, monitoring and optimization of their marketing and sales efforts, addressing issues such as customer loyalty and retention, market demand and forecasting, and corporate image and competitive positioning. In the teleservices business, the Company provides telemarketing services which principally consist of outbound customer acquisition services.

The Company completed its initial public offering in October 1993. Between 1993 and 1997, as part of its globalization strategy, the Company established its presence in the United Kingdom, Asia and Mexico through various acquisitions. In January 1998, the Company acquired ProTel Marketing, Inc. (“ORC ProTel”), a high quality telemarketing company based in Lansing, Illinois. In May 1999, the Company acquired Macro International Inc. (“ORC Macro”), a predominantly public sector research, consulting and technology company based in the Washington, D.C. area. The ORC Macro acquisition substantially increased the Company’s presence in the public sector. In September 2000, the Company acquired C/J Research, Inc. (“C/J”), and in November 2000, acquired Social & Health Services, Ltd. (“SHS”). The two acquisitions in 2000 provided expansion opportunities for the Company in the areas of consumer research, social research and information management.

The Company collects customer, market, and demographic information through computer-assisted telephone interviews, internet based data collection techniques, personal interviews, mail questionnaires and specialized techniques such as business panels. Management believes that the Company’s extensive expertise with regard to certain business and social issues enables it to provide reliable customer, market, and demographic information and advisory services to clients. The Company also believes that its recognized name and long-standing reputation enable it to obtain information from senior executives who are difficult to access.

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The Company’s strategy for market research focuses on client projects that require periodic updating and tracking of information, thereby creating the potential for higher-margin recurring revenues. The portion of the Company’s market research revenues from such projects was approximately 58% in 2003.

The Company’s Services and Products

The Company offers a variety of services and products to assist clients with their strategic and tactical decisions as well as their plans for marketing products and services.

Services

Advanced Analytics & Data Modeling. The Company’s diagnostic and statistical models are among the most sophisticated in market research. By focusing on its clients’ business issues and the application of the right analytic tools, the Company can effectively transform data and analyses into intelligence and insight. These services are offered by the social research, U.S. market research, and U.K. market research business segments.

Communications and Marketing Services. The Company provides full service communications and marketing services to private, not-for-profit, and government organizations. These services include strategic planning; communication and marketing campaign development; brochure design and production; print, radio and television advertising; web site development and management; brand development; public relations; video development and broadcasting; clearinghouse, warehousing and fulfillment services. These services are mainly concentrated in public health and education arenas where the Company has won awards for their success in areas such as the reduction of drug, tobacco and alcohol use among teens, and the prevention of school violence. These services are offered by the social research business segment.

Corporate Reputation & Branding. The Company works with clients worldwide to manage their corporate and brand images; identify and achieve optimal positioning in the marketplace; and strengthen equity with customers, employees and the financial community. The strength of a client’s image or reputation is identified through interviews with constituency groups with whom the client interacts and whose decisions influence the client’s success. These groups may include customers, potential customers, distributors, suppliers, the media and the investment community. These services are provided by the U.S. market research and U.K. market research business segments.

Customer Loyalty & Retention. The Company assists its clients in quantifying customer loyalty and increasing customer retention. By capturing and analyzing the perceptions and experiences of its clients’ prospects, clients, and employees, the Company provides analysis and feedback on customer loyalty which drives superior customer retention and business performance. The Company provides its clients with information on the elements of products or

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services which are most important to their customers; on how well these products and services compare to the competition; and on which customers will continue to purchase and recommend such products and services. These services are provided by the social research, U.S. market research, and U.K. market research business segments.

Data Collection & Processing. The Company’s telephone interviewing call centers in North America, Europe and Asia combine research expertise and advanced telecommunications technology. These facilities, staffed with multilingual interviewers, use the Computer Assisted Telephone Interviewing (CATI) system, which provides clients with highly efficient and cost effective data and information collection. The Company also utilizes internet based data collection techniques. These services are provided by the social research, U.S. market research, and U.K. market research business segments.

Demographic and Health Research. The Company manages international research programs in developing nations for organizations such as The United States Agency for International Development (“USAID”), the World Health Organization (“WHO”), and UNICEF. By providing information for informed decisions in population, health and nutrition, it supports a range of data collection options that can be tailored to fit specific monitoring and evaluation needs of government organizations. These include a variety of population and facility-based surveys, secondary data analyses and other specialized research such as qualitative, education and gender-based studies. Revenue generated from demographic and health research services was $21,103, $19,316, and $19,014 for the year ended 2003, 2002 and 2001, respectively. These services are provided by the social research business segment.

Employee Survey Programs. The Company provides comprehensive employee-related research services to measure satisfaction, increase staff retention, reduce hiring and training costs, and improve customer service. Using proprietary computer software, exclusive multi-industry benchmarking databases and a combination of quantitative and qualitative methodologies, the Company works with clients to identify strengths and weaknesses. The Company implements all stages of program management, from questionnaire design and processing through reporting, final analysis and recommendations for action. These services are provided by the social research, U.S. market research, and U.K. market research business segments.

Information Technologies. The Company offers a variety of technology-based services and products. These include computer security products, such as Internet firewalls; software testing and quality assurance, instructional product development for interactive multimedia, computer-based instruction, decision-support systems, computer-based textbooks, and products for individuals with special learning needs; and advanced Web services, including a number of proprietary Web applications, database development and management, and dynamic information retrieval. These services are principally provided by the social research business segment with certain services also provided by the U.S. market research and U.K. market research business segments.

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Management Consulting. The Company offers a full spectrum of services to address opportunities and problem areas, and to ensure that client organizations can meet future challenges effectively. The Company’s methods and expertise produce strategies, plans and interventions that fit the values, cultures and needs of the client organization and its managers. The Company’s focus is on sound analysis, with effective support in implementing recommended strategies and solutions and ensuring capacity within the client organization so that continuing outside assistance is not required. These services are principally provided by the social research business segment.

Market Assessment. The Company works with clients worldwide to analyze and forecast market demand for new products and services. The Company combines sophisticated analytic techniques with global reach to provide clients with insight regarding optimal product/services configuration and pricing, as well as market size information. This work supports clients’ business planning and capital generation for new ventures. These services are provided by the U.S. market research and U.K. market research business segments.

Public Sector Research. The Company provides research and evaluation services to local and national governments and to international organizations. Among the services provided are communication studies; cost, cost benefit & cost effectiveness analysis; customer satisfaction & loyalty studies; ethnography; experimental & quasi-experimental research; needs assessments; outcome & impact studies; performance measurement; policy research; process & implementation studies; secondary data analysis & data mining; and survey research. Revenue generated from public sector research was $120,501, $105,958, and $96,071 for the year ended 2003, 2002 and 2001, respectively. These services are provided by the social research and U.K. market research business segments.

Training & Educational Technologies. The Company offers a full spectrum of training services to help organizations adapt to and capitalize on changing circumstances. All courses and training services are supported by the Company’s research and management consulting services in the subject areas offered. The Company uses adult learning methodologies, instructional system design, electronic performance support systems and highly skilled facilitators who provide interactive, experiential-based training. The Company is also a leader in applying technology to educational and learning needs and in developing and producing distance learning programs, multimedia materials and expert systems. These services are provided by the social research business segment.

Telemarketing. The Company provides integrated multi-channel Customer Relationship Management solutions (CRM) nation-wide for high profile, large volume clients. Combining inbound, web-enabled technology with outbound predictive dialing, the Company offers resources for clients seeking a partner that effectively provides multiple CRM services for their programs. The Company’s services are designed to optimize the effectiveness of contact center activity as measured by response rates, sales yields, and net customer acquisition costs. A broad range of services, both outbound and inbound, are offered by the Company. Some of the services offered include account reactivations, continuity marketing, credit card programs, cross-selling, customer information corrections, customer relations/revenue preservation

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programs, new product/new service introductions. Program development, script development, training, clerical support, frequent monitoring of agents, digital audio recording, tracking, report development and 100% verification of sales/leads are services that are available to all clients. These services are provided by the teleservices business segment.

Industries

Automotive. Utilizing research methodologies developed for its automotive industry clients, the Company has extensive experience working with a wide range of companies around the world, including vehicle manufacturers, original-equipment-manufacturers suppliers, dealers, distributors, trucking companies and heavy equipment manufacturers. The Company provides sophisticated segmentation research and long-term studies on retail sales and service; brand image and equity; product development, design and performance; and dealer/manufacturer relations. The Company’s exclusive consumer market analysis evaluates and tracks customer needs as they relate to new vehicle purchases, financing and leasing, buying behavior, and brand loyalty. Industry expertise is offered by the U.S. market research and U.K. market research business segments.

Consumer Goods & Services. The areas of specialization of the Company include understanding markets and marketing programs from the consumer point-of-view. The Company’s capabilities include segmentation and product/brand positioning; advertising and communications effectiveness; brand equity and brand perceptions; product development; customer satisfaction and loyalty; behavior and usage and diversification into new markets, both international and local. The Company also works in partnership with manufacturers and suppliers of consumer goods to understand the needs, behavior and attitudes of customers at all stages in the product life cycle. The Company’s aim is to understand a client’s business from a consumer perspective to enhance business decisions. Industry expertise is offered by the U.S. market research and U.K. market research business segments. The teleservices business segment also has extensive experience in this industry.

Financial Services. The Company provides market and customer intelligence to banks, securities brokerage firms, insurance companies and other financial institutions across a number of business issues: customer loyalty and retention, image management, market segmentation and positioning, new product development, pricing strategy, corporate branding, and customer database management. By focusing its research efforts on key customer segments – such as high net worth individuals, corporate treasurers, active investors, policyholders, etc. – the Company can determine the specific factors that influence the target groups’ decisions, and design strategies to attract, retain and motivate them effectively. Industry expertise is offered by the U.S. market research and U.K. market research and social research business segments. The teleservices business segment also has extensive experience in this industry.

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Health Care. The Company’s services include surveys and evaluations to determine patient satisfaction, market segmentation, customer acquisition, competitive analysis, community needs assessment, and corporate positioning. For pharmaceutical companies, HMOs, hospitals, and health care providers, the Company also conducts loyalty and retention modeling research as part of its clients’ patient and employee satisfaction programs. Through its innovative methodologies, such as proprietary panels, the Company establishes ongoing dialogues with difficult-to-reach decision-makers such as physicians, plan and hospital administrators and benefits managers. Industry expertise is offered by the U.S. market research and social research business segments.

Retail and Trade. To shape marketing strategy, the Company’s areas of specialization include understanding the determinants of store choice; customer loyalty and satisfaction; mystery shopping; segmentation and positioning; store location, layout, design and product positioning; merchandise performance; development and appraisal of individual outlets and sites; and diversification into new markets, both domestic and international. The Company also works in partnership with manufacturers and suppliers of consumer goods to understand the needs, behavior and attitudes of customers at all stages in the distribution channel. The Company’s aim is to enhance the manufacturer/trade/consumer relationship. Industry expertise is offered by the U.S. market research and U.K. market research business segments. The teleservices business segment also has extensive experience in this industry.

Telecommunications and Information Technology. The Company provides market knowledge for a range of telecommunications and information technology companies, from wireless communications companies and telephone carriers to Internet service providers and computer hardware and software firms. Its services include market definition, segmentation, new product development, customer retention, corporate branding, usage analysis, and competitive profiling. Among its services, the Company helps clients determine pricing and distribution systems, track service performance, gauge the success of products and services, design and configure new products, predict customer needs and define competitive positions in new markets. Industry expertise is offered by the U.S. market research and U.K. market research business segments. The teleservices business segment also has extensive experience in this industry.

Products

The following products are used by the Company to deliver some of the services listed above and are also marketed as stand-alone products:

Shared-Cost Programs. For over 30 years, the Company has conducted shared-cost telephone survey programs, marketed under the name “CARAVAN,” in which questions from a number of clients are combined in a series of interview questionnaires. The CARAVAN programs provide multiple clients with high-quality, timely information at a relatively low cost. The general public CARAVAN is a twice-weekly shared-cost national survey combining questions of clients such as advertising agencies, public affairs departments of large corporations and product managers. Typically, the information collected from the CARAVAN survey provides measurement and evaluation of advertising and products. These programs are provided by the U.S. market research business segment.

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Customer Loyalty Plus (CL+) is the Company’s system for measuring and building customer loyalty. The three-phase approach includes Assessment, which is designed to provide clients with a customized CL+ score that can be used over time to evaluate change; Planning, which consists of an action plan aimed at closing the identified gaps; and Improvement, during which the Company’s professionals design and implement a specialized program tailored to the client’s specific needs. The plan includes training, organization development and total quality management programs. This product is provided by the social research business segment.

ORC Overnight (E-Overnight and E-Ad test). Capitalizing on its 30 years of experience with CARAVAN, the company offers its clients the ability to conduct up to 300, 10-minute interviews, with results delivered the following day. Conducted either by telephone (CATI) or via the Internet, the surveys are a combination of closed and open-end questions. Next-day deliverables include verbatim comments as well as cross-tabular data. In some cases, a brief summary analysis may be provided. The client has the choice of providing their own sample or relying on the Company to provide it. The client may choose from three programs, ORC Overnight (CATI), ORC E-Overnight (Internet), or ORC E-Ad test (Internet with audio/visual ad clips for on-line ad testing). Both Internet programs have the added value of real-time access to data, as soon as data collection begins. These programs are provided by the U.S. market research business segment.

Marketing

Marketing and Sales-Support Program. In 2003, the Company continued to support strong business development initiatives worldwide, as well as build upon already comprehensive internal and external communications programs. The Company’s business development efforts continued with the production of newsletters, position papers, direct marketing, seminars, advertising, media placements, web development, telemarketing and speaking platforms. These efforts have assisted in allowing the Company to access a large number of prospective clients worldwide and share its products, services, and capabilities.

Clients and Client Relationships

The Company’s largest clients in terms of revenues generated include prominent multinational corporations and agencies of the U.S. and U.K. governments. For many clients, the Company performed multiple projects, sometimes for different subsidiaries or business units of the same client. In general, the Company’s engagements are terminable by the Company’s clients at any time, with the expectation of cost recovery for work completed by the Company.

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The Company’s largest single client, USAID, accounted for 11% of the Company’s revenues for the last three fiscal years. All revenues generated by the USAID relationship were for demographic and health research studies. In addition, revenues generated by the Company’s teleservices business segment were from certain key clients. The loss of its larger clients would have a material adverse effect on the Company.

Competition

Many other firms provide some of the services and products provided by the Company, typically focusing on consumer markets. However, the Company believes that no single competitor offers a comparable combination of services and products.

For business to business market research, the Company believes that it competes for clients based on a variety of factors, including name recognition, reputation, expertise in a variety of industries, ability to access executives and other key constituencies, ability to collect accurate and representative data, ability to enhance the value of the data collected through analysis and consulting, technological competence, reliability, promptness and efficiency. In the Company’s experience, its typical clients are interested in the quality and utility of the service received as well as price.

For consumer market research services, the Company regularly experiences significant competition from a large number of competitors, including marketing and research departments of various companies, advertising agencies and business consulting firms. Price, reputation, and quality of service are the dominant considerations.

For social research services, the Company competes with a large number of firms that vary in size as well as with not-for-profit organizations. The competition varies depending upon the agency for which the work is being conducted and the services to be provided. Technical competence is the key differentiator.

For outbound telemarketing services, the Company competes with a large number of telemarketing companies. Quality and reliability of service are the key differentiators.

Segment Information

Information regarding financial data by operating and geographic segments is set forth in the Notes to Consolidated Financial Statements at Note 14, “Segments.”

Backlog

As of December 31, 2003, backlog in the market research business of the Company was $10,629 as compared to $13,825 as of December 31, 2002. All of the 2003 backlog in the market research business is expected to be recognized as revenues by December 31, 2004. Social research backlog at December 31, 2003 was $290,965, as compared to $215,632 at December 31, 2002. Revenue from this backlog is expected to be recognized over the next five years. The Company’s engagements generally are terminable by the Company’s clients at any time, with the expectation of cost recovery for work completed by the Company.

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Employees

As of December 31, 2003, the Company employed a total of approximately 1,650 full-time employees and 1,000 part-time hourly employees. The part-time employees work as telephone and field interviewers and data processors. Of the full-time employees, approximately 945 are professionals engaged in direct client service, 555 are telemarketing representatives, and 150 are engaged in support, administration and executive oversight.

None of the Company’s employees are subject to a collective bargaining agreement, nor has the Company experienced any work stoppages. The Company believes that its relationship with its employees is satisfactory.

Available Information

The Company files reports and other information with the Securities and Exchange Commission (“SEC”) pursuant to the information requirements of the Securities Exchange Act of 1934. Readers may read and copy any document that the Company files at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The Company’s filings are also available to the public from commercial document retrieval services and at the SEC’s web site at http://www.sec.gov.

The Company maintains a website at www.opinionresearch.com, which contains information about the Company, including links to the Company’s annual report on Form 10-K, quarterly report on Form 10-Q, current reports on Form 8-K, and related amendments, which are available as soon as reasonably practicable after such reports are filed or furnished electronically with the SEC. The Company’s website and the information contained in it shall not be deemed incorporated by reference to this Form 10-K.

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The Company’s executive offices are located in approximately 30,000 square feet of leased space in Princeton, New Jersey. The term of the lease continues through August 2013. The Company leases additional facilities throughout the world. The following table sets forth certain information relating to these properties:

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The Company presently has a combined total of 719 computer assisted telephone interviewing stations worldwide dedicated to market research and an additional 345 telemarketing stations. All of these facilities are equipped with state-of-the-art hardware and software.

The Company believes that its properties are sufficient for its current operational needs.

The Company is not a party to any material litigation.

No matters were submitted to a vote of security holders during the fourth quarter of the year ended December 31, 2003.

Executive Officers of the Registrant

The following table sets forth certain information concerning the principal executive officers of the Company as of February 26, 2004.

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Mr. Short joined the Company as its Chief Financial Officer in 1989 and was appointed Vice Chairman in 1992. In 1998, Mr. Short was appointed President of the Company. In February 1999, Mr. Short was appointed Chief Executive Officer and Chairman of the Board.

Mr. Quirk joined the Company in 1999 with the acquisition of ORC Macro, where he served, and continues to serve, as the Chief Executive Officer since 1980. In 2000, Mr. Quirk was elected as a member of the Board of Directors of the Company. In 2003, Mr. Quirk was appointed President of the Company. Mr. Quirk holds an MBA degree from Cornell University.

Dr. Fink joined the Company in 1982. Since 1990, Dr. Fink had held various managerial positions within the Company and was a member of the Board of Directors of the Company and Managing Director of the Company’s corporate brand equity practice when he resigned in February 1999. Between 1999 and 2001, Dr. Fink was President of the worldwide brand research division of Enterprise IG. In July 2001, Dr. Fink rejoined the Company as Vice Chairman. Dr. Fink holds a Ph.D. in Economics from the Pennsylvania State University.

Mr. Cox joined the Company as Executive Vice President and Chief Financial Officer in October 1998. Prior to joining the Company, Mr. Cox spent ten years as Senior Vice President and Chief Financial Officer of Elf Atochem North America, Inc. Mr. Cox holds an MBA, with honors, from the Wharton School of the University of Pennsylvania.

Mr. Croke joined the Company in 1991 as Controller. Throughout the years Mr. Croke has served in various capacities in the Company’s financial arena. In 1995, Mr. Croke was appointed Director of Finance. Mr. Croke holds an MBA from Case Western Reserve University.

Ms. Wolf joined the Company in 1998 with the acquisition of ORC ProTel, which she co-founded in 1988. Ms. Wolf was appointed Chief Executive Officer of ORC ProTel in 1998. Ms. Wolf has over 30 years of experience in telemarketing.

Dr. Holden joined the Company in 1999 with the acquisition of ORC Macro. Dr. Holden joined ORC Macro’s Atlanta office in 1998 as Technical Director. He was appointed Vice President in 2000. In 2002, Dr. Holden was appointed Senior Vice President, Managing Director of the Applied Research Division. In 2003, Dr. Holden was appointed President of ORC Macro. Dr. Holden holds a Ph.D. in Clinical/Community Psychology from the University of South Carolina.

Mr. Cornelius joined the Company in 1993 with the acquisition of a U.K. division. In 2003, Mr. Cornelius was appointed Managing Director of O.R.C. International Ltd. Mr. Cornelius holds a B.S. in Sociology with Honors from Kingston University.

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PART II

Market Information

The Company’s Common Stock is currently quoted on the Nasdaq National Market under the symbol “ORCI”. The table below sets forth the high and low prices for the Company’s Common Stock (the “Common Stock”) for each of the four quarters of 2003 and 2002:

The closing price of the Common Stock on February 26, 2004 was $5.93 per share. As of February 26, 2004, the Company had 88 holders of record of the Common Stock (approximately 702 beneficial stockholders).

Dividends

The Company has not paid any dividends on the Common Stock. The Company’s financing agreements currently prohibit dividend payments, and, it is the Company’s intent to retain its earnings, if any, to finance future growth and therefore does not anticipate paying dividends on the Common Stock in the foreseeable future.

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The following selected financial data should be read in conjunction with the Company's audited financial statements and notes which are listed herein under Item 15 and are included on pages F-1 through F-30.