<PAGE> 1
As filed with the Securities and Exchange Commission on May 7, 1996
Registration No. 333-03045
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
(Post-effective Amendment No. 1)
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
HARTE-HANKS COMMUNICATIONS, 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 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.
SUBSTITUTE EQUITY PLAN FOR
DIMARK, INC. DIRECTORS
HARTE-HANKS COMMUNICATIONS, INC.
SUBSTITUTE AMENDED AND RESTATED 1986 DIMARK, INC.
STOCK OPTION PLAN
HARTE-HANKS COMMUNICATIONS, INC.
1991 STOCK OPTION PLAN
(Full Title of Plans)
LARRY FRANKLIN COPY TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER ALAN J. BOGDANOW, ESQ.
HARTE-HANKS COMMUNICATIONS, INC. HUGHES & LUCE, L.L.P.
200 CONCORD PLAZA DRIVE, SUITE 800 1717 MAIN STREET, SUITE 2800
SAN ANTONIO, TEXAS 78216 DALLAS, TEXAS 75201
(Name, Address, and Telephone Number,
including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock, $1.00
par value 2,509,439 $23.4375 $58,814,976 $20,281(3)
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</TABLE>
(1) This registration statement also includes an indeterminate number of shares
of Common Stock that may be issued if certain anti-dilution provisions of
the Harte-Hanks Communications, Inc. Substitute Equity Plan for DiMark,
Inc. Directors, Harte-Hanks Communications, Inc. Substitute Amended and
Restated 1986 DiMark, Inc. Stock Option Plan and the Harte-Hanks
Communications, Inc. 1991 Stock Option Plan become operative.
(2) Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low price paid per share of Common
Stock, as reported on the New York Stock Exchange on April 29, 1996, in
accordance with Rule 457(h) promulgated under the Securities Act of 1933,
as amended.
(3) Paid previously in connection with the original filing of this Registration
Statement on Form S-8.
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This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8, No. 333-03045, relates to the addition of Exhibits 5.1 and 23.3 to the
original submission. Except for the insertion of Exhibits 5.1 and 23.3 and
certain associated changes to the Index to Exhibits and the page numbering
therein, no other amendments have been made to this Registration Statement.
All items previously included in this Registration Statement should be deemed
incorporated by reference herein.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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
Post-Effective Amendment No. 1 to the Registration Statement No. 333-03045 to be
signed on its behalf by the undersigned, thereunto duly authorized, in San
Antonio, Texas, on May 6, 1996.
HARTE-HANKS COMMUNICATIONS, INC.
By: /s/ LARRY FRANKLIN
-------------------------------------
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement No. 333-03045 has
been signed by the following persons in the capacities and on the dates
indicated:
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Larry Franklin Director, President, May 6, 1996
------------------------------ Chief Executive Officer
Larry Franklin (Principal Executive Officer)
* Director May 6, 1996
------------------------------
David L. Copeland
* Director May 6, 1996
------------------------------
Dr. Peter T. Flawn
* Director May 6, 1996
------------------------------
Christopher M. Harte
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<TABLE>
<S> <C> <C>
* Director May 6, 1996
------------------------------
Houston H. Harte
* Director May 6, 1996
------------------------------
Richard M. Hochhauser
* Director May 6, 1996
------------------------------
James L. Johnson
* Director May 6, 1996
------------------------------
Andrew B. Shelton
* Senior Vice President, May 6, 1996
------------------------------ Finance, Chief Financial and
Richard L. Ritchie Accounting Officer
(Principal Financial and
Accounting Officer)
* By: /s/ Larry Franklin
-----------------------------
Larry Franklin
Attorney-in-Fact
</TABLE>
<PAGE> 5
INDEX TO EXHIBITS
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<CAPTION>
Sequentially
Exhibit Number Exhibit Numbered Page
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<S> <C> <C>
5.1 Opinion of Hughes & Luce, L.L.P. 1
23.1* Consent of KPMG Peat Marwick LLP -
23.2* Consent of Arthur Andersen LLP -
23.3 Consent of Hughes & Luce, L.L.P. 1
(contained in Exhibit 5.1)
24.1* Power of Attorney -
</TABLE>
* Previously filed.
<PAGE> 1
EXHIBIT 5.1
[Hughes & Luce, L.L.P. Letterhead]
May 1, 1996
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 May 1, 1996 (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 2,509,439 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 genuiness 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 pursuant to the Harte-Hanks Communications,
Inc. Substitute Equity Plan for DiMark, Inc. Directors, the Harte-Hanks
Communications, Inc. Substitute Amended and Restated 1986 DiMark, Inc. Stock
Option Plan, or the Harte-Hanks Communications, Inc. 1991 Stock Option Plan, as
applicable, validly issued, fully paid and nonassessable, assuming the Company
maintains an adequate number of authorized but unissued shares of common stock
available for such issuance, and further assuming that the consideration
received by the Company for the Shares exceeds the par value thereof.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ HUGHES & LUCE, L.L.P.
