Lincoln, Nebraska, March 25, 2013 (GLOBE NEWSWIRE) -- National Research Corporation (NASDAQ:NRCI) announced today that its Board of Directors unanimously approved a recapitalization plan designed to increase liquidity, expand its shareholder base, increase shareholder and Company flexibility, and enhance shareholder value.
Under the terms of the recapitalization plan, the Company would (i) establish two classes of common stock, consisting of a new class of common stock with 1/100th of a vote per share and with the right to receive 1/6th of the dividend, if any, paid on the other class of common stock, designated as Class A Common Stock, and a new class of common stock with one vote per share and with the right to receive six times the dividend, if any, paid on the other class of common stock, designated as Class B Common Stock; (ii) issue a dividend of three (3) shares of Class A Common Stock for each share of the Company's existing common stock (the "Existing Stock") as of a record date to be determined by the Company's Board of Directors; and (iii) following the record date of the aforementioned dividend distribution, reclassify each share of Existing Stock as one-half (1/2) of one share of Class B Common Stock.
In connection with the approval of the recapitalization plan, the Company's Board of Directors has decided to suspend the payment of cash dividends on the Existing Stock (and, consequently, the Class A Common Stock and the Class B Common Stock after the recapitalization is effective) to try to insulate the volume and trading price of the Class A Common Stock and the Class B Common Stock from significant fluctuations resulting from the recapitalization until a sufficient and independent trading market is established for each of the Class A and Class B Common Stock. The payment and amount of future dividends, if any, is at the discretion of the Board of Directors and will depend on the Company's future earnings, financial condition, general business conditions, alternative uses of the Company's earnings and other factors.
More information about the recapitalization plan is set forth in the Company's preliminary proxy statement, which will be filed with the Securities and Exchange Commission later today.
For more than 31 years, National Research Corporation has been at the forefront of patient-centered care, helping healthcare providers measure and improve quality and services through analytics that offer a rich understanding of customers' experiences, preferences, risks and behaviors across the healthcare continuum.
This press release includes "forward-looking" statements related to the Company that can generally be identified as describing the Company's future plans, objectives or goals. Such forward-looking statements are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from those currently anticipated. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For further information about the factors that could affect the Company's future results, please see the Company's filings with the Securities and Exchange Commission.
CONTACT: Kevin R. Karas Chief Financial Officer 402-475-2525
Source:National Research Corporation