Attached files
| file | filename |
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| EX-2.1 - NATIONAL RESEARCH CORP | v192465_ex2-1.htm |
| EX-4.1 - NATIONAL RESEARCH CORP | v192465_ex4-1.htm |
| EX-4.2 - NATIONAL RESEARCH CORP | v192465_ex4-2.htm |
| EX-99.1 - NATIONAL RESEARCH CORP | v192465_ex99-1.htm |
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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August
3, 2010
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National Research
Corporation
(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
(Address
of principal executive offices, including zip code)
(402)
475-2525
(Registrant’s
telephone number)
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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¨
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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
August 3, 2010, National Research Corporation, a Wisconsin corporation (“NRC”),
acquired all of the issued and outstanding shares of stock and stock rights of
Outcome Concept Systems, Inc., a Washington corporation (“OCS”). OCS is a
leading provider of clinical, financial and operational benchmarks and analytics
to home care and hospice providers. In connection with, and in order to
finance a portion of the acquisition, on August 3, 2010 (but dated July 30,
2010), NRC issued an Installment or Single Payment Note (the “Term Note”) to
U.S. Bank N.A. (“U.S. Bank”) under its Revolving Credit Agreement, originally
dated as of May 26, 2006, with U.S. Bank (as amended and renewed on June 30,
2010, the “Credit Agreement”). A more detailed description of the Term
Note is set forth under Item 2.03 of this Current Report on Form 8-K and is
incorporated herein by reference.
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Item
2.01.
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Completion of
Acquisition or Disposition of
Assets.
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On August
3, 2010, NRC acquired all of the issued and outstanding shares of stock and
stock rights of OCS (the “Acquisition”). The Acquisition was consummated
in accordance with the terms and conditions of that certain Stock Purchase
Agreement, dated as of August 3, 2010, by and among NRC, OCS and the holders of
OCS’ shares of common stock and warrants to purchase such shares (the “Purchase
Agreement”).
At the
closing of the Acquisition, NRC paid a total of $16,310,492, of which a total of
$1,575,000 was deposited in an escrow for indemnification, working capital
adjustments and certain other potential claims or expenses following the
closing. $1,310,492 of the amount paid at the closing related to a
preliminary determination of OCS’ working capital as of August 3, 2010, which is
subject to further adjustment following the closing once the working capital of
OCS as of that date is finally determined.
NRC
financed the acquisition by using available cash on hand and by borrowing under
its Credit Agreement, including the issuance of the Term Note.
The
Purchase Agreement and the press release issued by NRC in connection with the
closing of the Acquisition are filed as exhibits to this Current Report on Form
8-K and are incorporated herein by reference. The 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. The representations and warranties contained in the Purchase
Agreement were made by the parties to each other as of specific dates and the
assertions embodied in these representations and warranties were made solely for
purposes of the Purchase Agreement and may be subject to important
qualifications and limitations agreed to by the parties in connection with
negotiating their terms. Moreover, certain representations and warranties
may not be accurate or complete as of any specified date because they are
subject to a contractual standard of materiality that is different from certain
standards generally applicable to shareholders or were used for the purpose of
allocating risk between the parties rather than establishing matters as
facts. Based upon the foregoing reasons, investors should not rely on the
representations and warranties as statements of factual
information.
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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 August
3, 2010, to finance a portion of the Acquisition, NRC borrowed $10.0 million
under the Term Note and $1.3 million under its revolving credit note (the
“Revolving Note”), dated June 30, 2010, under the Credit Agreement.
Borrowings under the Term Note are payable in 35 equal monthly installments of
$121,190, with the balance of principal and interest payable on July 31,
2013. NRC may prepay borrowings under the Term Note without penalty.
Borrowings under the Term Note bear interest at a rate of 3.79% per year.
The Revolving Note matures on June 30, 2011, 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) 2.5% plus the daily reset one-month
LIBOR rate or (b) 2.2% plus the one-, two-, three-, six- or twelve-month LIBOR
rate.
-2-
In
conjunction with the foregoing, on July 30, 2010, NRC also refinanced it prior
December 19, 2008 note (with an original principal amount of $9.0 million and an
interest rate of 5.20% per year), by issuing a new $6,901,553 Installment or
Single Payment Note (the “Refinanced Note”) to U.S. Bank under its Credit
Agreement. Borrowings under the Refinanced Note are payable in 35 equal
monthly installments of $80,104, with the balance of principal and interest
payable on July 31, 2013. NRC may prepay borrowings under the Refinanced
Note without penalty. Borrowings under the Refinanced Note bear interest
at a rate of 3.79% per year.
The
descriptions of the Credit Agreement and the Revolving Note set forth above are
qualified by reference to the descriptions set forth in NRC’s Current Report on
Form 8-K dated May 26, 2006, which are incorporated herein by reference.
The descriptions of the Term Note and the Refinanced Note set forth above are
qualified in their entirety by reference to the Term Note and the Refinanced
Note filed as exhibits to this Current Report on Form 8-K and incorporated
herein by reference.
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Item
9.01.
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Financial Statements
and Exhibits.
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(a) The
required financial statements of OCS will be filed by amendment to this Current
Report on Form 8-K not later than October 19, 2010 (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 October 19, 2010 (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) The
exhibits listed in the accompanying exhibit index are filed as part of this
Current Report on Form 8-K.
-3-
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: August
9, 2010
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NATIONAL
RESEARCH CORPORATION
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By:
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/s/ Patrick E. Beans
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Patrick
E. Beans
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Vice
President, Treasurer, Secretary and Chief
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Financial
Officer
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-4-
NATIONAL
RESEARCH CORPORATION
Exhibit
Index to Current Report on Form 8-K
Dated
August 3, 2010
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Exhibit
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Number
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(2.1)
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Stock
Purchase Agreement, dated as of August 3, 2010, by and among National
Research Corporation, Outcome Concept Systems, Inc. and the holders of
Outcome Concept Systems’ shares of common stock and warrants to purchase
such shares.*
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(4.1)
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Installment
or Single Payment Note, dated as of July 30, 2010, from National Research
Corporation to U.S. Bank N.A. to fund a portion of the acquisition of
Outcome Concept Systems, Inc.
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(4.2)
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Installment
or Single Payment Note, dated as of July 30, 2010, from National Research
Corporation to U.S. Bank N.A. to refinance the prior December 19, 2008
note of National Research Corporation.
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(99.1)
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Press
Release of National Research Corporation, dated August 3, 2010, announcing
the acquisition of Outcome Concept Systems, Inc.
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*
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The
schedules to this agreement are not being filed herewith. The
registrant agrees to furnish supplementally a copy of any such schedule to
the Securities and Exchange Commission upon
request.
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-5-