As filed with the Securities and Exchange Commission on June 7, 2002.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
HARTE-HANKS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 76-1677284
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
200 CONCORD DRIVE; SUITE 800
SAN ANTONIO, TEXAS 78216
(210) 829-9000
(Address and Telephone Number of Principal Executive Offices)
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HARTE-HANKS, INC.
1994 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
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DEAN H. BLYTHE COPY TO:
VICE PRESIDENT, LEGAL AND SECRETARY LAURA M. KALESNIK
HARTE-HANKS, INC. HUGHES & LUCE, LLP
200 CONCORD DRIVE; SUITE 800 1717 MAIN STREET, SUITE 2800
SAN ANTONIO, TEXAS 78216 DALLAS, TEXAS 75201
(214) 829-9000 (214) 939-5500
(Name, Address, and Telephone Number,
including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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Common Stock, $1.00 par
value 3,000,000 $21.28 $63,840,000 $5,873.28
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement
also covers an indeterminate amount of shares as may be
required to cover possible adjustments under the plans and
agreements covered hereby by reason of any stock dividend,
stock split, share combination, exchange of shares,
recapitalization, merger, consolidation, separation,
reorganization, liquidation or the like, of or by the
registrant. Pursuant to Rule 416 (c) under the Securities Act,
this Registration Statement also covers an indeterminate
amount of interests to be offered or sold, if any, under the
plans and agreements covered hereby.
(3) Estimated solely for the purpose of calculating the
registration fee. The registration fee has been calculated in
accordance with Rules 457(c) and 457(h) under the Securities
Act on the basis of the average of the high and low prices of
the Common Stock as quoted on The New York Stock Exchange on
June 6, 2002, which was $21.28.
EXPLANATORY STATEMENT
Harte-Hanks, Inc., a Delaware corporation (the "Registrant"), hereby
files this registration statement on Form S-8 (this "Registration Statement")
with the Securities and Exchange Commission (the "SEC") on June 7, 2002 for the
purpose of registering an additional 3,000,000 shares of common stock, par value
$1.00 per share (the "Common Stock") issuable upon the exercise of options to be
granted pursuant to the Harte-Hanks, Inc. 1994 Employee Stock Purchase Plan (the
"Purchase Plan") which shares are of the same class as other securities for
which a registration statement on Form S-8 (Registration No. 333-30995) was
filed on July 7, 1997 (the "Prior Registration Statement"). Pursuant to General
Instruction E to Form S-8 ("General Instruction E"), the Registrant incorporates
by reference herein the contents of the Prior Registration Statement, including
the information incorporated by reference therein.
Currently, 3,000,000 shares of Common Stock are registered under the
Purchase Plan (after giving effect to a 3-for-2 stock split on May 30, 2002). On
May 7, 2002 the Registrant's stockholders authorized an increase in the
aggregate number of shares available for issuance under the Purchase Plan. This
Registration Statement registers the increase of 3,000,000 shares of Common
Stock issuable under the Purchase Plan, bringing the total number of registered
shares under the Purchase Plan to 6,000,000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by the Registrant are incorporated by
reference in this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
2001, which contains the Registrant's audited financial statements for the
Registrant's last completed fiscal year (the "2001 Form 10-K").
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Annual Report referred to in (a) above; and
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, dated October 7, 1993, (File
Number 33-69202), including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration
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Statement which indicates that all of the shares of Common Stock offered have
been sold or which deregisters all of such shares then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents (such documents, and
the documents enumerated above, "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Section 145 of the Delaware General Corporation Law
("Delaware Law"), the Registrant's Bylaws provide that the directors and
officers of the Registrant will be indemnified by the Registrant against certain
liabilities that those persons may incur in their capacities as directors or
officers. Furthermore, the Registrant's Amended and Restated Certificate of
Incorporation eliminates the liability of directors of the Registrant to the
fullest extent permitted by Delaware law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits on Page II-9 of this Registration Statement, which Index is
incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The Registrant hereby undertakes that for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification by the Registrant for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described in
Item 6, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification by the Registrant against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is
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asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of San Antonio, State of Texas, on June 7, 2002.
HARTE-HANKS, INC.
By: /s/ RICHARD M. HOCHHAUSER
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Richard M. Hochhauser
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ JACQUES D. KERREST
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Jacques D. Kerrest
Senior Vice President, Finance
and Chief Financial Officer
(Principal Financial and Accounting
Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of Harte-Hanks,
Inc. hereby severally constitute and appoint Richard M. Hochhauser and Dean H.
Blythe, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith, any other Registration Statement related to the same offering, and any
and all amendments (including post-effective amendments) to the Registration
Statement, and generally to do all things in our name and behalf in the
capacities indicated below to enable Harte-Hanks, Inc. to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements to
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
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/s/ HOUSTON H. HARTE Vice Chairman June 7, 2002
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Houston H. Harte
/s/ CHRISTOPHER M. HARTE Director June 7, 2002
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Christopher M. Harte
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/s/ LARRY FRANKLIN Chairman June 7, 2002
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Larry Franklin
/s/ RICHARD M. HOCHHAUSER President, Chief Executive Officer, June 7, 2002
-------------------------------- and Director
Richard M. Hochhauser
/s/ JAMES L. JOHNSON Director June 7, 2002
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James L. Johnson
/s/ DAVID L. COPELAND Director June 7, 2002
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David L. Copeland
/s/ DR. PETER T. FLAWN Director June 7, 2002
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Dr. Peter T. Flawn
/s/ WILLIAM K. GAYDEN Director June 7, 2002
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William K. Gayden
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Amended and Restated Certificate of Incorporation
(incorporated by reference from the Registrant's
Form 10-Q for the six months ended June 30, 1998).
4.2 Second Amended and Restated Bylaws (incorporated
by reference from the Registrant's Form 10-Q for
the nine months ended September 30, 2001).
5.1* Opinion of Hughes & Luce, LLP
23.1* Consent of Hughes & Luce, LLP (contained in Exhibit 5.1)
23.2* Consent of KPMG LLP
24.1* Power of Attorney (contained in signature page)
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*Filed herewith.