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): JULY 13, 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)
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.
On July 13, 2000, the Circuit Court of the State of Oregon, in the matter
of M Financial Holdings, Incorporated and M Life Insurance Company (hereinafter
"M") v. Ronald D. Stockfleth and Clark/Bardes Holdings, Inc., Case No. 0006
05661, dissolved a temporary restraining order ("TRO") which prevented Ronald D.
Stockfleth from working for Clark/Bardes. The Court, in refusing to grant M's
request for a preliminary injunction barring Mr. Stockfleth's employment with
Clark/Bardes, found that M did not sustain its burden and failed to establish
that it was likely to prevail at a further trial on the merits to be scheduled
later this year.
Clark/Bardes had announced on May 19, 2000, that it had hired Mr.
Stockfleth, a former M senior vice president, to spearhead a new Clark/Bardes
reinsurance initiative. M sought to prevent Mr. Stockfleth from working at
Clark/Bardes claiming that Mr. Stockfleth had breached his fiduciary duty to M,
misappropriated confidential information of M and disclosed such information to
Clark/Bardes while employed by M. On June 6, 2000, M obtained a TRO, entered
without an evidentiary hearing, which prevented Mr. Stockfleth from commencing
work at Clark/Bardes pending the evidentiary preliminary injunction hearing
which concluded on July 13, 2000. A trial on the merits is expected to take
place within the next nine months which will encompass all claims of M and M's
request for injunctive relief and damages against Mr. Stockfleth and
Clark/Bardes. Both Mr. Stockfleth and Clark/Bardes deny any wrongdoing and
intend to vigorously defend these claims.
The Court's ruling of July 13, 2000 permits Clark/Bardes to proceed with
its employment of Mr. Stockfleth to head Clark/Bardes' new reinsurance
operations. Mr. Stockfleth brings 25 years of finance and reinsurance experience
to Clark/Bardes. Mr. Stockfleth's initial objective will be to study the
Company's various products and operations with a view to developing a
comprehensive business plan for approval by the Board of Directors in connection
with the previously announced new Clark/Bardes reinsurance initiative.
In order to prevent disclosure pending trial, the Court preliminarily
enjoined Mr. Stockfleth from disclosing certain non-public information that M
claims to be confidential trade secrets, and prohibited Mr. Stockfleth from
participating in or assisting Clark/Bardes in certain activities. However, the
Court made no finding that such information does constitute confidential trade
secrets or that M demonstrated a likelihood that it will be entitled to such
relief.
Neither Mr. Stockfleth nor Clark/Bardes regards these constraints as
significant. Although no order was requested or entered against Clark/Bardes,
the Company has voluntarily certified to the Court that it will purge its files
of and not use certain data received from Mr. Stockfleth and will comply with
these conditions.
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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: July 21, 2000 By: /s/ W.T. Wamberg
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W. T. Wamberg
Chairman and Chief Executive Officer
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