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As filed with the Securities and Exchange Commission on July 13, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
HARTE-HANKS, 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)
AMENDED AND RESTATED
HARTE-HANKS, INC.
1991 STOCK OPTION PLAN
(Full Title of Plans)
DONALD R. CREWS, ESQ. COPY TO:
SENIOR VICE PRESIDENT, LEGAL ALAN J. BOGDANOW, ESQ.
HARTE-HANKS, 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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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
<S> <C> <C> <C> <C>
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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Common Stock, $1.00 par
value 3,000,000 $ 24.53125 $73,593,750 $ 19,428.75
======================================================================================================================
</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 Amended and Restated Harte-Hanks, 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 July 11, 2000, in
accordance with Rule 457(h) promulgated under the Securities Act of 1933,
as amended.
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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 "SEC") by Harte-Hanks, Inc. (the "Registrant") are
incorporated by reference in this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1999, which contains audited financial statements of the Registrant for the
Registrant's last completed fiscal year (the "1999 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 1999 Form 10-K.
(c) The description of the Registrant's common stock, par value $1.00
per share (the "Common Stock"), contained in the Registrant's Registration
Statement on Form 8-A, dated October 7, 1993 (File Number 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 eliminates 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 SEC
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.
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(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
SEC 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.
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 13, 2000.
HARTE-HANKS, INC.
By: /s/ Larry Franklin
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Chairman and Chief Executive Officer
(Principal Executive Officer)
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POWER OF ATTORNEY
We, the undersigned officers and directors of Harte-Hanks, 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, 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
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<S> <C> <C>
/s/ Larry Franklin Chairman and July 13, 2000
----------------------------- Chief Executive Officer
Larry Franklin (Principal Executive Officer)
/s/ David L. Copeland Director July 13, 2000
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David L. Copeland
/s/ Peter T. Flawn Director July 13, 2000
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Dr. Peter T. Flawn
/s/ Christopher M. Harte Director July 13, 2000
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Christopher M. Harte
/s/ Houston H. Harte Vice Chairman July 13, 2000
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Houston H. Harte
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<TABLE>
<S> <C> <C>
/s/ Richard M. Hochhauser President, July 13, 2000
--------------------------- Chief Operating Officer and
Richard M. Hochhauser Director
/s/ James L. Johnson Director July 13, 2000
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James L. Johnson
/s/ Jessica M. Huff Controller and July 13, 2000
--------------------------- Chief Accounting Officer
Jessica M. Huff (Principal
Accounting Officer)
/s/ Jacques D. Kerrest Senior Vice President, Finance and July 13, 2000
--------------------------- Chief Financial Officer
Jacques D. Kerrest
</TABLE>
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INDEX TO EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Hughes & Luce, L.L.P.
23.1 Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Power of Attorney (contained at Page 5)
