<PAGE>
As filed with the Securities and Exchange Commission on November 6, 2000
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
HARRIS INTERACTIVE INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
16-1538028
(IRS Employer Identification No.)
135 Corporate Woods
Rochester, New York 14623
(Address, including zip code, of principal executive offices)
LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Gordon S. Black with a copy to:
Chairman and Chief Executive Officer Catherine A. King, Esq.
Harris Interactive Inc. Harris Beach LLP
135 Corporate Woods 130 East Main Street
Rochester, New York 14623 Rochester, New York 14604
(716) 272-8400 (716) 232-4440
(Name, address, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Amount of Registration
to be Registered Registered(1) Share Offering Price(2) Fee(2)
----------------- -------------- ----- ----------------- ------
<S> <C> <C> <C> <C>
Common Stock 1,500,000 $3.60 $5,400,000 $1,425.60
</TABLE>
(1) The Registration Statement also includes an indeterminate number of
additional shares that may become issuable as a result of terminated, expired or
surrendered options to purchase Common Stock, or pursuant to the antidilution
provisions of the Plan.
(2) In accordance with Rule 457(h)(1), calculated on the basis of the high and
low prices of the Common Stock on the Nasdaq National Market System on
November 1, 2000.
<PAGE>
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed pursuant to General
Instruction E to Form S-8 for the purpose of registering additional shares of
Harris Interactive Inc. Common Stock covered by the Registrant's Long-Term
Incentive Plan. The contents of the Registration Statement on Form S-8 of the
Registrant, File No. 333-31778, filed with the Securities and Exchange
Commission on March 6, 2000, are hereby incorporated by reference.
<PAGE>
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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in Rochester, New York, on this 1st day of November,
2000.
HARRIS INTERACTIVE INC.
By: /s/ GORDON S. BLACK
------------------------------------
Gordon S. Black, Chairman and
Chief Executive Officer
By: /s/ BRUCE A. NEWMAN
------------------------------------
Bruce A. Newman, Chief Financial
Officer (principal financial officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints, jointly and severally, Gordon S. Black and Bruce
A. Newman, and each of them, his true and lawful attorneys-in-fact and agents
with full power of substitution, for him and in his name, place and stead, and
in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their substitute, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney have been signed below by the
following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
By: /s/ GORDON S. BLACK Chairman of the Board and November 1, 2000
---------------------------- Chief Executive Officer
Gordon S. Black (principal executive officer)
By: /s/ DAVID H. CLEMM President, Chief Operating November 1, 2000
---------------------------- Officer, and Director
David H. Clemm
By: /s/ LEONARD R. BAYER Director November 1, 2000
----------------------------
Leonard R. Bayer
II-1
<PAGE>
By: /s/ THOMAS D. BERMAN Director November 1, 2000
----------------------------
Thomas D. Berman
By: /s/ G. THOMAS CLARK Director November 1, 2000
----------------------------
G. Thomas Clark
By: /s/ JAMES R. RIEDMAN Director November 1, 2000
----------------------------
James R. Riedman
By: /s/ BENJAMIN D. ADDOMS Director November 1, 2000
----------------------------
Benjamin D. Addoms
By: /s/ SANFORD SCHWARTZ Director November 1, 2000
----------------------------
Sanford Schwartz
By: /s/ STEWART OWEN Director November 1, 2000
----------------------------
Stewart Owen
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
4.1 Form of Amended and Restated Certificate of Incorporation of the
Registrant, defining the rights of holders of its Common Stock
(incorporated by reference from the Registrant's Form S-1 dated
September 17, 1999 (Registration No.: 333-87311)).
4.2 Long-Term Incentive Plan.
5. Opinion of Harris Beach LLP.
23.1 Consent of Independent Accountants.
23.3 Consent of Harris Beach LLP (included in Exhibit 5).
24 Power of Attorney, included at pages II-1 and II-2.
