<PAGE> 1
As filed with the Securities and Exchange Commission on July 10, 1997
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
450 FIFTH STREET, N.W.
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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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.
1994 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of Plans)
DONALD R. CREWS COPY TO:
SENIOR VICE PRESIDENT, LEGAL AND SECRETARY 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
(512)829-9000 (214)939-5500
(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(3) FEE(3)
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00
par value 550,000 $29.469 $16,207,950 $4912
=====================================================================================================================
</TABLE>
(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities Act"),
this Registration Statement is deemed to include additional shares of
Common Stock issuable under the terms of the 1994 Employee Stock Purchase
Plan to prevent dilution resulting from any future stock split, stock
dividend or similar transaction.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Calculated in accordance with Rule 457(h) promulgated under the Securities
Act of 1933, as amended 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 July 8, 1997.
Page 1 of 7 sequentially numbered pages.
The Index to Exhibits is on page 7.
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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, 1996, which contains audited financial statements of the
Registrant for the Registrant's last completed fiscal year for which such
statements have been filed (the "1996 Form 10-K").
(b) 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 1996 Form 10-K.
(c) 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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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 7 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;
(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;
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
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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.
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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 July 9, 1997.
HARTE-HANKS COMMUNICATION, INC.
By: /s/ Larry Franklin
---------------------------------------
Larry Franklin
President and Chief Executive Officer
(Principal Executive and Financial 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, July 9, 1997
------------------------------- Chief Executive Officer
Larry Franklin (Principal Executive and Financial Officer)
/s/ David L. Copeland Director July 9, 1997
-------------------------------
David L. Copeland
------------------------------- Director
Dr. Peter T. Flawn
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
------------------------------- Director
Christopher M. Harte
/s/ Houston H. Harte Director July 9, 1997
-------------------------------
Houston H. Harte
/s/ Richard M. Hochhauser Director July 9, 1997
-------------------------------
Richard M. Hochhauser
------------------------------- Director
James L. Johnson
/s/ Jessica M. Huff Controller July 9, 1997
------------------------------- (Principal Accounting Officer)
Jessica M. Huff
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
<S> <C>
4.1(a) 1994 Employee Stock Purchase Plan, as amended
5.1 Opinion of Hughes & Luce, L.L.P.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Hughes & Luce, L.L.P. [included in the firm's
opinion filed as Exhibit 5.1]
24.1 Power of Attorney (see signature page of this Registration
Statement)
</TABLE>
<PAGE> 1
EXHIBIT 4.1(a)
HARTE-HANKS COMMUNICATIONS, INC.
1994 EMPLOYEE STOCK PURCHASE PLAN
AS AMENDED
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 1,000,000 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 authored 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
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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.
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 or
December 31 immediately preceding the Enrollment Date in question, 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, and at February 1, 1998 and each subsequent
February 1 (each such August 1 or February 1 being referred to as the
Enrollment Date), may participate in the Plan by filing with the Committee
prior to such effective date or Enrollment 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
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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
commencing on the Enrollment Date, by the Company and shall be credited to an
account which the Company shall establish in the name of each 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
Enrollment Date of the Plan. Such payroll deductions shall continue until the
Plan terminates or the Participating Employee elects to cease participating or
elects to change his or her contribution percentage. A Participating Employee
may at any time (but not more than once during a six month period) 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
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certificates representing such shares shall be issued promptly to the
Participating Employee. Any amount remaining in a Participating Employee's
Payroll Deduction Account after any Investment Date 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 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. In the event of a
corporate transaction described in Section 424(a) of the Code, the Board of
Directors of the Company may, alternatively, approve the assumption of the Plan
by a successor corporation that becomes the employer of a significant number of
Participating Employees ("Successor Employer"). In such event, any uninvested
amounts in the Payroll Deduction Accounts of Participating Employees who become
employees of the Successor Employer (or its subsidiary) shall be invested in
stock of the Successor Employer in accordance with Section 424(a), and such
Participating Employees' most recent Enrollment Forms shall be deemed to
continue in effect, subject to the right of any Participating Employee to cease
participating at any time. In the event of assumption of the Plan,
Participating Employees who do not become employees of the Successor Employer
(or one of its subsidiaries) shall be deemed to have terminated employment,
solely for purposes of this Plan.
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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 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) if the Plan is terminated at any time, at the discretion
of the Board of Directors.
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.
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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 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.
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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.
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<PAGE> 1
EXHIBIT 5.1
[Hughes & Luce, L.L.P. Letterhead]
July 10, 1997
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 July 10, 1997
(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 550,000 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 geniuneness 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.
1994 Employee Stock Purchase Plan, 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.
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the registration statement (No.
333- ) on Form S-8 of Harte-Hanks Communications, Inc. of our report dated
January 24, 1997, relating to the consolidated balance sheets of Harte-Hanks
Communications, Inc. and subsidiaries as of December 31, 1996, and 1995, and
the related consolidated statements of operations, cash flows, and
stockholders' equity for each of the years in the three-year period ended
December 31, 1996, and the related schedule, which report appears in the
December 31, 1996 annual report on Form 10-K of Harte-Hanks Communications,
Inc.
KPMG Peat Marwick LLP
San Antonio, Texas
July 9, 1997
