-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FtpOpAeOn+ulskAMBT8HfHvyJkcc/o+y+6R9uVpCPq0gLG1FCwTUzIFP4aCje0VT DVVWs2UoH3tq35Hkm/qdzw== 0000950134-96-002042.txt : 19960515 0000950134-96-002042.hdr.sgml : 19960515 ACCESSION NUMBER: 0000950134-96-002042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960430 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960514 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARTE HANKS COMMUNICATIONS INC CENTRAL INDEX KEY: 0000045919 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 741677284 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07120 FILM NUMBER: 96563479 BUSINESS ADDRESS: STREET 1: 200 CONCORD PLAZA DR STE 800 CITY: SAN ANTONIO STATE: TX ZIP: 78216 BUSINESS PHONE: 2108299000 FORMER COMPANY: FORMER CONFORMED NAME: HARTE HANKS NEWSPAPERS INC DATE OF NAME CHANGE: 19771010 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 1996 Harte Hanks Communications, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-7120 76-1677284 -------------------- ----------------- ------------------- (State or other (Commission (IRS employer jurisdiction of file number) identification no.) incorporation) 200 Concord Plaza Drive, Suite 800, San Antonio, Texas 78216 --------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (210) 829-9000 Page 1 of 5 sequentially numbered pages. The Index to Exhibits is located on sequentially numbered page 5. 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. GENERAL. On April 30, 1996, Harte-Hanks Communications, Inc. ("Harte-Hanks") completed the acquisition of DiMark, Inc., a New Jersey corporation ("DiMark"). The transaction was effected by a statutory merger of HHD Acquisition Corp., a New Jersey corporation and wholly-owned subsidiary of Harte-Hanks ("Newco"), with and into DiMark (the "Merger"), and was consummated pursuant to an Agreement and Plan of Merger, dated February 4, 1996 (the "Merger Agreement"), among Harte-Hanks, DiMark and Newco. DESCRIPTION OF TRANSACTION. Pursuant to the Merger Agreement, and as a result of the approval by Harte-Hanks' stockholders of the issuance of shares of Harte-Hanks Common Stock in the Merger, each DiMark stockholder will receive .656 of a share of Common Stock, $1.00 par value per share, of Harte-Hanks (the "Exchange Ratio") in exchange for each whole share of DiMark Common Stock. The Exchange Ratio was determined by dividing $15.00, which was the value per share placed on the DiMark Common Stock, by the closing price of Harte-Hanks Common Stock on the day preceding the date the Merger was publicly announced. Each former DiMark stockholder shall be paid an amount in cash (without interest) in lieu of fractional shares at the rate of $23.625 per Harte-Hanks share. Harte-Hanks has agreed to assume each unexpired and unexercised DiMark option or warrant at the effective time of the Merger, subject to the Exchange Ratio and governed by the same terms and conditions as the DiMark options and warrants. In addition, $6.5 million was paid in consideration for the termination of former employment agreements, the signing of new post-merger employment agreements and covenants not to solicit employees or compete for the direct marketing business of Harte-Hanks. Such payments were made by Harte-Hanks out of its working capital. The consideration was determined by arms-length negotiations between representatives of Harte-Hanks and DiMark based on factors such as (i) discussions with the respective financial advisors to Harte-Hanks and DiMark; (ii) the financial condition, results of operations and cash flows of Harte-Hanks and DiMark, both on an historical and a prospective basis; and (iii) historical market prices and trading information with respect to Harte-Hanks and DiMark Common Stock, all as more fully disclosed in the Joint Proxy Statement/Prospectus dated March 29, 1996. Harte-Hanks' stockholders approved the issuance of shares of Harte-Hanks Common Stock pursuant to the Merger Agreement at the annual meeting held on April 30, 1996. Such approval was required by Harte-Hanks' listing agreement with the New York Stock Exchange. DiMark's shareholders approved the Merger and the Merger Agreement at a special meeting held on April 29, 1996 Prior to the Merger, DiMark, through its wholly-owned subsidiaries, owned plant, equipment and other physical property devoted principally to the design and printing of materials for the direct marketing field. Harte-Hanks intends to continue to devote such assets to these purposes. 2 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Business Acquired. (incorporated by reference to Harte-Hanks' Registration Statement on Form S-4, Registration No. 333-2074). Report of Independent Auditors Balance Sheets as of February 28, 1994 and 1995 Statements of Operations for years ended February 28, 1993, 1994 and 1995 Statements of Cash Flows for years ended February 28, 1993, 1994 and 1995 Notes to Financial Statements Unaudited Balance Sheet for the quarter ended November 30, 1995 (b) Pro Forma Financial Information (incorporated by reference to Harte-Hanks' Registration Statement on Form S-4, Registration No. 333-2074). Harte-Hanks Unaudited Pro Forma Condensed Balance Sheet as of December 31, 1995 Harte-Hanks Unaudited Pro Forma Condensed Statements of Operations for the years ended December 31, 1993, 1994 and 1995 Notes to Harte-Hanks Unaudited Pro Forma Condensed Financial Information Harte-Hanks Unaudited Adjusted Pro Forma Condensed Balance Sheet as of December 31, 1995 Harte-Hanks Unaudited Adjusted Pro Form Condensed Statement of Operations as of December 31, 1995 Notes to Harte-Hanks Unaudited Pro Forma Adjusted Condensed Financial Information (c) Exhibits 2 Agreement and Plan of Merger, dated as of February 4, 1996, among Harte-Hanks Communications, Inc., HHD Acquisition Corp. and DiMark, Inc. (incorporated by reference to Appendix A to Harte-Hanks' Registration Statement on Form S-4, Registration No. 333-2074). 99.1 Financial Statements of Business Acquired. (incorporated by reference to Appendix A to Harte- Hanks' Registration Statement on Form S-4, Registration No. 333-2074). 99.2 Pro Forma Financial Information. (incorporated by reference to Appendix A to Harte-Hanks' Registration Statement on Form S-4, Registration No. 333-2074). 3 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HARTE-HANKS COMMUNICATIONS, INC. Date: May 14, 1996 By: /s/ Richard L. Ritchie --------------------------------------- Richard L. Ritchie, Senior Vice President, Finance, Chief Financial and Accounting Officer 4 5 INDEX TO EXHIBITS
Exhibit Number Description - -------------- ----------- 2 Agreement and Plan of Merger, dated as of February 4, 1996, among Harte-Hanks Communications, Inc., HHD Acquisition Corp. and DiMark, Inc. (incorporated by reference to Appendix A to Harte-Hanks' Registration Statement on Form S-4, Registration No. 333- 2074). 99.1 Financial Statements of Business Acquired. (incorporated by reference to Appendix A to Harte-Hanks' Registration Statement on Form S-4, Registration No. 333-2074). 99.2 Pro Forma Financial Information. (incorporated by reference to Appendix A to Harte-Hanks' Registration Statement on Form S-4, Registration No. 333-2074).
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