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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
Date of Report (Date of earliest event reported): JUNE 5, 2000
CLARK/BARDES HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 000-24769 52-2103926
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification no.)
102 S. WYNSTONE PARK DRIVE 60010
SUITE 200 (Zip Code)
NORTH BARRINGTON, IL
(Address of principal executive offices)
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Registrant's telephone number, including area code: (847) 304-5800
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
A temporary restraining order was entered against the Registrant,
Clark/Bardes Holdings, Inc. ("Clark/Bardes") on June 6, 2000, in connection with
a complaint filed in the Circuit Court of the State of Oregon for the County of
Multnomah in the matter of M Financial Holdings Incorporated and M Life
Insurance Company v. Ronald D. Stockfleth and Clark/Bardes Holdings, Inc., No.
0006 05661. In their complaint, the plaintiffs claim, among other things, that
their former officer and employee, Ronald D. Stockfleth, misappropriated
confidential information and disclosed it to Clark/Bardes while he was still
employed by plaintiffs. The temporary restraining order prevents Mr. Stockfleth
from disclosing plaintiffs' confidential information and from working for
Clark/Bardes until the resolution of the preliminary injunction hearing, which
is scheduled to commence on June 25, 2000. Clark/Bardes had previously announced
the hiring of Mr. Stockfleth on May 19, 2000.
The plaintiffs are seeking compensatory damages in addition to punitive
damages, attorney fees and costs. The complaint also seeks an award of permanent
injunctive relief to prevent Stockfleth from disclosing confidential information
to Clark/Bardes, and to prevent Stockfleth from working for Clark/Bardes in any
capacity for two years.
Because the litigation has only just commenced, Clark/Bardes is unable
to predict the likely outcome of the matter at this time. However, Clark/Bardes
denies the material allegations of the complaint and intends to defend the
lawsuit vigorously.
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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.
CLARK/BARDES HOLDINGS, INC.
Date: June 14, 2000 By: /s/ W. T. Wamberg
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W. T. Wamberg
Chairman and Chief Executive Officer
