-----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, Vm84BIU2a1Jp0OOS5E3f2z3gavPU+g55EvKlaESa9Rwt+BSWiEQHxtf8qbgnTT0s yB0cSM5q9pyb192YKRUDRA== 0000950134-96-001724.txt : 19960508 0000950134-96-001724.hdr.sgml : 19960508 ACCESSION NUMBER: 0000950134-96-001724 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960507 EFFECTIVENESS DATE: 19960507 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: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-03045 FILM NUMBER: 96557059 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 S-8 POS 1 AMENDMENT NO.1 TO FORM S-8 1 As filed with the Securities and Exchange Commission on May 7, 1996 Registration No. 333-03045 - -------------------------------------------------------------------------------- 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 - -------------------------------- ------------------- (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
=========================================================================================================== 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 - ----------------------------------------------------------------------------------------------------------- Common Stock, $1.00 par value 2,509,439 $23.4375 $58,814,976 $20,281(3) ===========================================================================================================
(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. 2 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. 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:
Signature Title Date --------- ----- ---- /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
4 * 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
5 INDEX TO EXHIBITS
Sequentially Exhibit Number Exhibit Numbered Page - ------------------------------------------------------------------------------------------------------------- 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 -
* Previously filed. EX-5.1 2 OPINION OF HUGHES & LUCE L.L.P. 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. -----END PRIVACY-ENHANCED MESSAGE-----