<PAGE> 1
As filed with the Securities and Exchange Commission on May 1, 1996
Registration No. 333-
- --------------------------------------------------------------------------------
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 76-1677284
- -------------------------------- -------------------
(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.
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)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
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
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00
par value 2,509,439 $23.4375 $58,814,976 $20,281
===========================================================================================================
</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.
Page 1 of 7 sequentially numbered pages.
The Index to Exhibits is on page 7.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by Harte- Hanks Communications, Inc. (the
"Registrant") are incorporated by reference in this Registration Statement:
(a) Annual Report of the Registrant on Form 10-K for the fiscal year
ended December 31, 1995, which contains audited financial statements of the
Registrant for the Registrant's last completed fiscal year for which such
statements have been filed (the "1995 Form 10-K").
(b) Annual Report of DiMark, Inc. ("DiMark") on Form 10-K for the
fiscal year ended February 28, 1995, which contains audited financial
statements of DiMark for DiMark's last completed fiscal year for which
statements have been filed (the "1994 DiMark Form 10-K").
(c) Quarterly Report of DiMark on Form 10-Q for the quarter ended
November 30, 1995, which contains unaudited financial statements of DiMark for
the third quarter of DiMark's last completed fiscal year for which statements
have been filed.
(d) All reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the 1995 Form 10-K and the 1994 DiMark Form 10-K.
(e) The description of the Registrant's Common Stock set forth in the
Registrant's Registration Statement on Form 8-A dated October 7, 1993 (File No.
33-69202), including any amendment or report filed for the purpose of updating
such description.
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 (such documents, and the documents enumerated
above, being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
1
<PAGE> 3
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Section 145 of the Delaware General Corporation Law
("Delaware Law"), the Registrant's Bylaws provide that the directors and
officers of the Registrant will be indemnified by the Registrant against
certain liabilities that those persons may incur in their capacities as
directors or officers. Furthermore, the Registrant's Amended and Restated
Certificate of Incorporation eliminate the liability of directors of the
Registrant to the fullest extent permitted by Delaware law.
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 6 of this Registration Statement, which Index is incorporated
herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The 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 of 1933, as amended (the
"Securities Act";
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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;
2
<PAGE> 4
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 with or furnished to the
Commission 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 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 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 by the Registrant 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 by the Registrant 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.
3
<PAGE> 5
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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in San Antonio, Texas, on April 30, 1996.
HARTE-HANKS COMMUNICATION, INC.
By: /s/ LARRY FRANKLIN
-------------------------------------
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of Harte-Hanks Communications,
Inc., hereby constitute and appoint Larry Franklin, our true and lawful
attorney-in-fact and agent, with full power of substitution for him and in his
name, place and stead, in any and all capacities, to sign for us and in our
names in the capacities indicated below, the Registration Statement on Form S-8
filed herewith and any and all amendments (including post-effective amendments)
to the Registration Statement, and generally to do all things in our name and
behalf in the capacities indicated below to enable Harte-Hanks Communications,
Inc. to comply with the provisions of the Securities Act of 1933, as amended,
and all requirements to the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our attorney,
to said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Larry Franklin Director, President, April 30, 1996
------------------------------ Chief Executive Officer
Larry Franklin (Principal Executive Officer)
/s/ David L. Copeland Director April 30, 1996
------------------------------
David L. Copeland
/s/ Dr. Peter T. Flawn Director April 30, 1996
------------------------------
Dr. Peter T. Flawn
/s/ Christopher M. Harte Director April 30, 1996
------------------------------
Christopher M. Harte
</TABLE>
4
<PAGE> 6
<TABLE>
<S> <C> <C>
/s/ Houston H. Harte Director April 30, 1996
------------------------------
Houston H. Harte
/s/ Richard M. Hochhauser Director April 30, 1996
------------------------------
Richard M. Hochhauser
/s/ James L. Johnson Director April 30, 1996
------------------------------
James L. Johnson
/s/ Andrew B. Shelton Director April 30, 1996
------------------------------
Andrew B. Shelton
/s/ Richard L. Ritchie Senior Vice President, April 30, 1996
------------------------------ Finance, Chief Financial and
Richard L. Ritchie Accounting Officer
(Principal Financial and
Accounting Officer)
</TABLE>
5
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Exhibit Numbered Page
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
23.1 Consent of KPMG Peat Marwick LLP 1
23.2 Consent of Arthur Andersen LLP 2
24.1 Power of Attorney (contained at page II-4) -
</TABLE>
6
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to incorporation by reference in this Registration Statement
on Form S-8 of Harte-Hanks Communications, Inc. of our report dated January 24,
1996, except as to Note M of the consolidated financial statements, which is as
of February 4, 1996, relating to the consolidated balance sheets of Harte-Hanks
Communications, Inc. and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statement of operations, cash flows, and stockholders'
equity for each of the years in the three-year period ended December 31, 1995,
which report appears in the 1995 annual report to shareholders which is
incorporated by reference in the December 31, 1995 annual report on Form 10-K of
Harte-Hanks Communications, Inc. and our report dated January 24, 1996, relating
to the related financial statement schedules as of and for each of the years in
the three-year period ended December 31, 1995, which report appears in the
December 31, 1995 annual report on Form 10-K of the Company.
/s/ KPMG Peat Marwick LLP
San Antonio, Texas
April 30, 1996
1
<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated March 31, 1995
included in DiMark, Inc.'s Form 10-K for the year ended February 28, 1995, our
report dated August 25, 1995 on the financial statements of H&R Communications,
Inc. included in DiMark, Inc.'s Form 8-K/A dated September 8, 1995, and our
report dated February 7, 1996 on the combined financial statements of Pro Direct
Response Corp. and affiliates included in DiMark, Inc.'s Form 8-K/A dated
January 4, 1996, and to all references to our firm included in this registration
statement.
/s/ Arthur Andersen LLP
Philadelphia, Pennsylvania
April 29, 1996
2
