<PAGE> 1
As filed with the Securities and Exchange Commission on June 24, 1994.
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
------------------------------
HARTE-HANKS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 74-1677284
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 CONCORD PLAZA DRIVE
SUITE 800
SAN ANTONIO, TEXAS 78216
(210) 829-9000
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
------------------------------
HARTE-HANKS COMMUNICATIONS, INC. 1994 EMPLOYEE STOCK PURCHASE PLAN
(Full title of Plan)
------------------------------
DONALD R. CREWS COPY TO: ALAN J. BOGDANOW
SENIOR VICE PRESIDENT, LEGAL HUGHES & LUCE, L.L.P.
200 CONCORD PLAZA DRIVE 1717 MAIN STREET, SUITE 2800
SUITE 800 DALLAS, TEXAS 75201
SAN ANTONIO, TEXAS 78216
(210) 829-9000
(Name, address, and telephone number,
including area code, of agent for service)
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------
Common Stock, 300,000 $19.00 $5,700,000 $1,966.00
$1.00 par value
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
there are also being registered such additional shares of Common Stock
as may become issuable pursuant to the antidilution provisions of the
Stock Option Plans.
(2) Estimated solely for the purpose of calculating the registration fee
on the basis of the average of the high and low prices reported for a
share of Harte-Hanks Communications, Inc. Common Stock on June 23,
1994, as reported by the New York Stock Exchange, all in accordance
with Rule 457(h) promulgated under the Securities Act of 1933, as
amended.
------------------------------
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this Registration
Statement, except to the extent that any statement or information therein is
modified or superseded by a statement or information contained in any other
subsequently filed document incorporated herein by reference. Any statement so
modified will not be deemed a part of this Registration Statement, except as so
modified, and any statement so superseded will not be deemed part of this
Registration Statement.
(a) The Registrant's latest Annual Report (the "Annual Report") filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), which contains audited financial statements of
the Registrant for the Registrant's latest fiscal year.
(b) All reports filed by the Registrant pursuant to Sections 13(a) or 15(d)
of the Exchange Act since the end of the year covered by the audited financial
statements contained in the Annual Report referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Form 8- A Registration Statement, filed with the Commission on
October 7, 1993, and including any amendment or report filed for the purpose of
updating such description.
II-1
<PAGE> 3
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 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
A member of the firm of Hughes & Luce, L.L.P., which has passed on the
validity of the shares of Common Stock registered hereunder, serves as
co-trustee of trusts owning, in the aggregate, 1,250,002 shares of Common
Stock. Such member has no pecuniary interest in the trusts.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Amended and Restated Certificate of Incorporation provides
that no director of the Registrant will be personally liable to the Registrant
or any of its stockholders for monetary damages arising from the director's
breach of the duty of care as a director, with certain limited exceptions.
Pursuant to the provisions of Section 145 of the Delaware General
Corporation Law, every Delaware corporation has the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that he is
or was a director, officer, employee or agent of any corporation, partnership,
joint venture, trust or other enterprise, against any and all expenses,
judgments, fines and amounts paid in settlement and reasonably incurred in
connection with such action, suit or proceeding. The power to indemnify applies
only if such person acted in good faith and in a manner he reasonably believed
to be in the best interest, or not opposed to the best interest, of the
corporation and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
The power to indemnify applies to actions brought by or in the right of
the corporation as well, but only to the extent of defense and settlement
expenses and not to any satisfaction of a judgment or settlement of the claim
itself, and with the further limitation that in such actions no
II-2
<PAGE> 4
indemnification shall be made in the event of any adjudication unless the
court, in its discretion, believes that in light of all the circumstances
indemnification should apply.
To the extent any of the persons referred to in the two immediately
preceding paragraphs is successful in the defense of the actions referred to
therein, such person is entitled, pursuant to Section 145, to indemnification
as described above.
The Registrant's Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws provide for indemnification to officers and
directors of the Registrant to the fullest extent permitted by the Delaware
General Corporation Law.
The Registrant maintains a policy of liability insurance to insure its
officers and directors against losses resulting from certain wrongful acts
committed by them in their capacity as officers and directors of the
Registrant.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
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-8 of this Registration Statement, which Index is
incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(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 the
II-3
<PAGE> 5
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 the Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
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 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 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.
(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 undersigned 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 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
II-4
<PAGE> 6
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 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.
II-5
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 23, 1994.
HARTE-HANKS COMMUNICATIONS, INC.
By: /s/ LARRY FRANKLIN
Larry Franklin,
President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Larry Franklin and Donald R. Crews, and each of them, his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, and 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
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such 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, 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 any of them or his or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
II-6
<PAGE> 8
Pursuant to the requirements of the Securities Act, this registration
statement or amendment thereto has been signed by the following persons in the
capacities and on the dates indicated.
Signature Date
--------- ----
/s/ LARRY FRANKLIN June 23, 1993
Larry Franklin
Director, President and
Chief Executive Officer
/s/ PETER T. FLAWN June 23, 1993
Dr. Peter T. Flawn
Director
/s/ CHRISTOPHER M. HARTE June 23, 1993
Christopher M. Harte
Director
/s/ EDWARD H. HARTE June 23, 1993
Edward H. Harte
Director
/s/ HOUSTON H. HARTE June 23, 1993
Houston H. Harte
Director
/s/ JAMES L. JOHNSON June 23, 1993
James L. Johnson
Director
/s/ ANDREW B. SHELTON June 23, 1993
Andrew B. Shelton
Director
/s/ RICHARD L. RITCHIE June 23, 1993
Richard L. Ritchie
Senior Vice President
Finance and Chief Financial
and Accounting Officer
II-7
<PAGE> 9
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
- ------- ----------------------------------------------- -------------
4(a) Amended and Restated Certificate
of Incorporation (filed as Exhibit 3(a).
to the Registrant's Form 10-K for
the year ended December 31, 1993 and
incorporated herein by reference).
4(b) Amended and Restated Bylaws (filed
as Exhibit 3(b) to the Registrant's
Registration Statement on Form S-2,
Registration No. 33-69202, and
incorporated herein by reference).
*4(c) Harte-Hanks Communications, Inc.
1994 Employee Stock Purchase Plan.
*5 Opinion of Hughes & Luce, L.L.P.
*23(a) Consent of Hughes & Luce, L.L.P.
(contained in Exhibit 5).
*23(b) Consent of KPMG Peat Marwick.
24 Power of Attorney is found on page
II-6 hereof.
- ------------------------
* Filed herewith
II-8
<PAGE> 1
HARTE-HANKS COMMUNICATIONS, INC.
1994 EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE AND EFFECT OF PLAN.
The purpose of the 1994 Employee Stock Purchase Plan (the "Stock Purchase
Plan" or the "Plan") is to secure for Harte-Hanks Communications, Inc., a
Delaware corporation (the "Company"), and its stockholders the benefits of the
incentive inherent in the ownership of the Company's capital stock by employees
of the Company and its subsidiaries. The Stock Purchase Plan is intended to
comply with the provisions of Section 423 of the Internal Revenue Code of 1986,
as amended (the "Code"), and the Plan shall be administered, interpreted, and
construed in accordance with such provisions.
2. SHARES RESERVED FOR THE PLAN.
There shall be reserved for issuance to and purchase by employees under the
Stock Purchase Plan an aggregate of 300,000 shares of Common Stock, $1.00 par
value per share, of the Company ("Common Stock"), subject to adjustment as
provided in Section 12. Shares subject to the Plan may be shares now or
hereafter authorized but unissued or shares that were once issued and
subsequently reacquired by the Company. If and to the extent that any right to
purchase reserved shares shall not be exercised by any employee for any reason
or if such right to purchase shall terminate as provided herein, such shares
which have not been so purchased hereunder shall again become available for the
purposes of the Plan unless the Plan shall have been terminated, but such
unpurchased shares shall not be deemed to increase the aggregate number of
shares specified above to be reserved for purposes of the Plan (subject to
adjustment as provided in Section 12).
3. ADMINISTRATION OF THE PLAN.
The Stock Purchase Plan shall be administered, at the expense of the
Company, by a committee appointed by the Board of Directors, which shall be
designated as the Employee Stock Purchase Plan Committee (the "Committee"),
consisting of not less than three members, who shall serve at the pleasure of
the Board of Directors. The Committee shall select one of its members as
chairman and shall hold meetings at such times and places as it may determine.
The Committee may request advice or assistance or employ such persons as are
necessary for proper administration of the Plan. Subject to the express
provisions of the Plan, the Committee shall have the discretionary authority to
interpret the Plan, to supply omissions or correct errors in the Plan, to
prescribe, amend and rescind rules and regulations relating to it, to make
equitable adjustments for any mistakes made in the administration of the Plan,
and to make all other determinations necessary or advisable in administering
the Plan, all of which determinations shall be final and binding upon all
persons unless otherwise determined by the Board of Directors. A quorum of the
Committee shall consist of a majority of its members and the Committee may act
by vote of a majority of its members at a meeting at which a quorum is present
or without a meeting by a written consent to their action taken signed by all
members of the Committee.
1
<PAGE> 2
4. ELIGIBLE EMPLOYEES.
All present and future employees of the Company, its present and future
domestic subsidiaries and such of its present or future foreign subsidiaries as
may be designated from time to time by the Committee, shall be eligible to
participate in the Stock Purchase Plan, provided each of such employees:
(a) is not an officer of the Company who is a "highly compensated
employee" as defined in Section 414(q) of the Code,
(b) has been employed by the Company and/or any of its subsidiaries
(or any predecessor thereof) since the June 30 immediately preceding the
Anniversary Date, as hereinafter defined,
(c) has customary employment of a minimum of 20 hours per week during
at least five months of the year, and
(d) does not own, immediately after the right is granted, stock
possessing five percent (5%) or more of the total combined voting power or
value of all classes of capital stock of the Company or of any subsidiary
company.
In determining whether a corporation is a subsidiary, the rules of Section
424(f) of the Code shall be followed and in determining stock ownership under
this paragraph, the rules of Section 424(d) of the Code shall apply and stock
which the employee may purchase under outstanding options shall be treated as
stock owned by the employee. Employees eligible to participate in the Stock
Purchase Plan pursuant to the provisions of this Section 4 are hereinafter
referred to as "Eligible Employees".
5. ELECTION TO PARTICIPATE.
Each Eligible Employee, at the effective date of the Stock Purchase Plan
and at August 1 in each calendar year after the calendar year which includes the
effective date (each such August 1 being referred to as the "Anniversary Date"),
may participate in the Plan by filing with the Committee prior to such effective
date or Anniversary Date, as the case may be, an Enrollment Form authorizing
specified regular payroll deductions (in any whole percent from one percent (1%)
through ten percent (10%)) over the following twelve (12) month period not to
exceed, in total amount over such period, ten percent (10%) of his or her base
compensation. Base compensation is gross compensation actually paid for the pay
period, excluding all bonuses, severance pay, any extraordinary pay, expense
allowances/ reimbursements, moving expenses and income from restricted stock or
stock option awards. Employees who so elect to participate in the Plan are
referred to herein as "Participating Employees". Payroll deductions for each
Participating Employee shall be made regularly during the period of one year
commencing on the effective date of the Plan or Anniversary Date thereof, as the
case may be (the "Purchase Period"), by the Company and shall be credited to an
account which the Company shall establish in the name of each
2
<PAGE> 3
participant (the "Payroll Deduction Account"). A Participating Employee may at
any time withdraw the entire balance accumulated in his or her Payroll
Deduction Account and thereby cease to be a Participating Employee in the Plan
until the following Anniversary Date of the Plan. A Participating Employee may
at any time during the Purchase Period (but not more than once) decrease his or
her payroll deduction, but not to less than one percent (1%), by filing a new
Enrollment Form which shall become effective on the following payroll date, or
as soon thereafter as practicable. All funds in Payroll Deduction Accounts may
be used by the Company for any corporate purpose. Payroll Deduction Accounts
are not credited with interest.
6. LIMITATION OF NUMBER OF SHARES WHICH AN EMPLOYEE MAY PURCHASE.
No right to purchase shares under this Stock Purchase Plan shall permit an
employee to purchase stock under all employee stock purchase plans of the
Company and its subsidiaries at a rate which exceeds $25,000 of fair market
value of such stock (determined at the time the right is granted) for any
calendar year in which the right is outstanding.
7. PURCHASE PRICE.
The purchase price for each share of Common Stock shall be eighty-five
percent (85%) of the fair market value of such share on the Investment Date, as
defined in Section 8.
"Fair market value" shall be determined by the Committee by any fair and
reasonable means, including if the Common Stock is listed for trading on a
national securities exchange, the mean of the high and low sales prices on such
exchange on the date in question, or if the Common Stock shall not have been
traded on such exchange on such date, the mean of the high and low sales prices
on such exchange on the first day prior thereto on which the Common Stock was
traded.
8. METHOD OF PAYMENT.
As of the last business day in October, January, April and July during the
life of the Plan (each of such dates being known as an "Investment Date"), each
Participating Employee shall have the right to purchase the number of whole
shares of Common Stock determined by dividing the amount of the balance in his
or her Payroll Deduction Account by the purchase price as determined in Section
7. Each Participating Employee having funds in his or her Payroll Deduction
Account on an Investment Date shall be deemed, without any further action, to
have purchased with the funds in such account the number of whole shares which
such Participating Employee has the right to purchase at the purchase price on
that Investment Date. A certificate or certificates representing such shares
shall be issued promptly to the Participating Employee. Any amount remaining in
a Participating Employee's Payroll Deduction Account at the end of any Purchase
Period shall be retained in his or her Payroll Deduction Account for use in
purchasing shares of Common Stock on subsequent Investment Dates or refunded to
the Participating Employee if for any reason
3
<PAGE> 4
he or she ceases to participate in the Plan.
9. REGISTRATION OF CERTIFICATES.
Stock certificates may be registered only in the name of the employee.
10. RIGHTS AS A STOCKHOLDER.
When a Participating Employee's Payroll Deduction Account shall be charged
with the amount of the purchase price of stock, he shall immediately thereupon
have all of the rights or privileges of a stockholder of the Company with
respect to shares purchased under the Plan, whether or not certificates
representing the purchased shares shall have been issued.
11. RIGHTS NOT TRANSFERABLE.
Rights under the Plan are not transferable by a Participating Employee and
are exercisable only by the Participating Employee.
12. ADJUSTMENT IN CASE OF CHANGES AFFECTING THE COMPANY'S STOCK.
In the event of a subdivision of outstanding shares of Common Stock, or the
payment of a stock dividend thereon, the number of shares reserved or
authorized to be reserved under this Stock Purchase Plan shall be increased
proportionately, and such other adjustment shall be made as may be deemed
necessary or equitable by the Board of Directors. In the event of any other
change affecting the Common Stock, such adjustment shall be made as may be
deemed equitable by the Board of Directors to give proper effect to such event,
subject to the limitations of Section 424 of the Code.
13. RETIREMENT, TERMINATION AND DEATH.
In the event of a Participating Employee's retirement or termination of
employment, the amount in his or her Payroll Deduction Account shall be
refunded to such Participating Employee or, in the event of his or her death,
shall be paid to his or her surviving spouse; or, if there is no surviving
spouse, to the person or persons properly designated as his or her
beneficiary(ies) under the Company's group term life insurance program; or, if
there is no such beneficiary surviving, the Committee, in its sole discretion,
may direct payment to the deceased Participating Employee's estate or to one or
more of his or her surviving family members.
14. AMENDMENT OF THE PLAN.
The Board of Directors may at any time, or from time to time, amend the
Plan in any respect, except that, without the approval of the holders of a
majority of the shares of Common Stock of the Company voting thereon, no
amendment shall be made (a) increasing
4
<PAGE> 5
or decreasing the number of shares to be reserved under the Plan (other than as
provided in Section 12) or (b) altering the eligibility criteria for
participation in the Plan.
15. TERMINATION OF THE PLAN.
The Plan and all rights of employees hereunder shall terminate:
(a) on any Investment Date when Participating Employees become
entitled to purchase a number of shares greater than the number of reserved
shares remaining available for purchase; or
(b) at any time, at the discretion of the Board of Directors, after
the completion of any Purchase Period.
In the event that the Plan terminates under circumstances described at (a)
above, reserved shares remaining as of the termination date shall be issued to
Participating Employees in proportion to the balances in the Payroll Deduction
Accounts of such employees. Upon termination of the Plan, all amounts held in
the Payroll Deduction Accounts shall, to the extent not used to purchase shares
of the Common Stock, be refunded to the Participating Employee entitled
thereto.
16. EFFECTIVE DATE OF PLAN.
The Plan shall become effective the latest of (a) August 1, 1994, (b) the
date on which stockholders' approval is obtained and (c) the date on which a
Registration Statement under the Securities Act of 1933, as amended, covering
the shares to be issued under the Plan becomes effective.
17. GOVERNMENTAL AND OTHER REGULATIONS.
The Plan, and the grant and exercise of the rights to purchase shares
hereunder, and the Company's obligation to sell and deliver shares upon the
exercise of rights to purchase shares, shall be subject to all applicable
Federal, state and foreign laws, rules and regulations, and to such approvals
by any regulatory or governmental agency as may, in the opinion of counsel for
the Company, be required.
18. INDEMNIFICATION OF COMMITTEE.
Members of the Committee shall be indemnified and entitled to reimbursement
of expenses pursuant to the Company's Certificate of Incorporation and bylaws
to the same extent as if they were directors of the Company.
19. LISTING OF SHARES AND RELATED MATTERS.
If at any time the Board of Directors or the Committee shall determine,
based on
5
<PAGE> 6
opinion of counsel, that the listing, registration or qualification of the
shares covered by the Plan upon any national securities exchange or under any
state or federal law or the consent or approval of any governmental regulatory
body is necessary or desirable as a condition of, or in connection with, the
sale of purchase of shares under the Plan, no shares will be sold, issued or
delivered unless and until such listing, registration, qualification, consent
or approval shall have been effected or obtained, or otherwise provided for,
free of any conditions not acceptable to counsel.
20. THIRD PARTY BENEFICIARIES.
None of the provisions of the Plan shall be for the benefit of or
enforceable by any creditor of a Participating Employee or any other third
party. A Participating Employee may not create a lien, encumbrance or
assignment on any portion of the cash balance accumulated in his or her Payroll
Deduction Account or on any shares covered by a right to purchase before a
stock certificate for such shares is issued for his or her benefit.
21. GENERAL PROVISIONS.
The Plan shall neither impose any obligation on the Company or on any
parent or subsidiary corporation to continue the employment of any Participating
Employee, nor in any way limit or restrict the right of the Company or any
parent or subsidiary to discharge any Participating Employee or to change his or
her position or compensation. For purposes of the Plan, an employment
relationship shall be deemed to exist between an individual and a corporation
if, at the time of the determination, the individual is an "employee" of such
corporation within the meaning of Section 423(a)(2) of the Code and the
regulations and rulings interpreting such Section. For purposes of the Plan, the
transfer of a Participating Employee from employment with the Company to
employment with a parent or subsidiary of the Company, or vice versa, shall not
be deemed a termination of employment of the Participating Employee. Subject to
the specific terms of the Plan, all Participating Employees granted rights to
purchase shares hereunder shall have the same rights and privileges.
22. GOVERNING LAW.
The Plan and rights to purchase shares that may be granted hereunder shall
be governed by and construed and enforced in accordance with the laws of the
State of Texas without regard to principles of conflicts of laws.
6
<PAGE> 1
HUGHES & LUCE, L.L.P.
A REGISTERED LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
1717 MAIN STREET
SUITE 2800
1021 MAIN STREET DALLAS, TEXAS 75201 111 CONGRESS AVENUE
SUITE 1300 (214) 939-5500 SUITE 900
HOUSTON, TEXAS 77002 FAX (214) 939-6100 AUSTIN, TEXAS 78701
(713) 754-5200 TELEX 730836 (512) 482-6800
FAX (713) 754-5206 FAX (512) 482-6859
June 24, 1994
Harte-Hanks Communications, Inc.
200 Concord Plaza Drive
Suite 800
San Antonio, Texas 78216
Re: Harte-Hanks Communications, Inc. Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission on June 24,
1994 (the "Registration Statement")
Ladies and Gentlemen:
We have acted as counsel for Harte-Hanks Communications, Inc., a Delaware
corporation (the "Company"), in connection with the proposed offer and sale of
up to 300,000 shares (the "Shares") of the Company's Common Stock, par value
$1.00 per share, pursuant to the Registration Statement. In this connection, we
have examined such certificates of corporate agents and officers of the Company
and other persons, and the originals or copies of such corporate documents and
records of the Company and other documents, records and papers as we have deemed
relevant and necessary in order to give the opinion hereinafter set forth. We
have assumed the genuineness of all signatures on, and the authenticity of, all
documents so examined and the conformity to original documents of all documents
submitted to us as copies. Also, we have relied upon certificates and statements
of corporate agents with respect to factual matters contained therein which were
not independently established.
Based upon the foregoing, we are of the opinion that the Shares will be, if
and when issued and paid for in full pursuant to the Harte-Hanks Communications,
Inc. 1994 Employee Stock Purchase Plan, validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
HUGHES & LUCE, L.L.P.
<PAGE> 1
EXHIBIT 23(b)
The Board of Directors
Harte-Hanks Communications, Inc.:
We consent to the use of our reports incorporated herein by reference. Our
report dated January 28, 1994 included in the 1993 Annual Report refers to a
change in the method of accounting for income taxes.
KPMG Peat Marwick
San Antonio, Texas
June 23, 1994
