8-K

UNITED STATES

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

March 23, 2005

Date of Report (Date of earliest event reported)

HARTE-HANKS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-7120	74-1677284
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Concord Plaza Drive

San Antonio, Texas 78216

(210) 829-9000

(Address of principal executive offices and Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

The information in this Report (including Exhibit 99.1) is furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

On March 24, 2005, Harte-Hanks announced in a press release that on March 23, 2005 it had agreed to purchase substantially all of the assets comprising the business of the Tampa Flyer, a shopper publication with circulation of over 900,000 in the Tampa, Florida metropolitan area, from Flyer Printing Company, Inc. Consummation of the acquisition is subject to customary conditions, including receipt of regulatory approval, and is expected to close by the end of April 2005. A copy of the press release related to this transaction is attached hereto as Exhibit 99.

Some of the statements in this current report and the attached press release are “forward-looking statements” within the meaning of Section 21E of Securities Exchange Act of 1934, as amended, and involve a number of risks and uncertainties. These statements include, but are not limited to, statements about future events, strategic options, future strategies and the anticipated benefits of these strategies. These forward-looking statements generally can be identified as statements that include phrases such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “foresee”, “likely”, “will”, “should” or other similar words or phrases. Although such statements are based on current information, actual outcomes and results may differ materially from those projected depending upon a variety of factors, including, but not limited to, the ability to successfully integrate the Tampa Flyer’s business and assets; changes in the general economy or the markets of Harte-Hanks’; public concern over consumer privacy issues which may lead to legislation or regulation that restricts or prohibits the collection of and use of information that is currently legally available; competitive factors; fluctuations in paper prices and postal rates; any adverse determination with respect to claims; and supply or quality control problems with vendors. Additional risks and uncertainties that could cause actual results to differ materially from those stated or implied by such forward-looking statements are described in Harte-Hanks’ Annual Report on Form 10-K for the year ended December 31, 2004 and other periodic filings made by Harte-Hanks with the U.S. Securities and Exchange Commission, which risk factors are incorporated herein by reference. Harte-Hanks disclaims any obligation to update developments of these risk factors or to announce publicly any revision to any of the forward-looking statements contained in this current report or the attached press release, or to make corrections to reflect future events or developments.

Item 9.01 Final Statements and Exhibits

(c) Exhibits

99.1 Press Release dated March 24, 2005 entitled “Harte-Hanks Agrees to Acquire the Tampa Flyer Shopper”

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SIGNATURES

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 hereunto duly authorized.

Harte-Hanks, Inc.
Dated: March 25, 2005
By:	/s/ Paul S. Hacker
	Vice President—Legal and Secretary

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Exhibit No.	Description
99.1	Press Release dated March 24, 2005 entitled “Harte-Hanks Agrees to Acquire the Tampa Flyer Shopper”

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EX-99.1

EXHIBIT 99.1

	News Release
Corporate Headquarters
P.O. Box 269
San Antonio, TX 78291-0269
Phone: (210) 829-9000
Fax: (210) 829-9403
www.harte-hanks.com
FOR IMMEDIATE RELEASE	Media & Financial Contact: Dean Blythe
March 24, 2005	(210) 829-9138
	dblythe@harte-hanks.com

HARTE-HANKS AGREES TO ACQUIRE

THE TAMPA FLYER SHOPPER

SAN ANTONIO, TX — Harte-Hanks, Inc. (NYSE: HHS) today announced that it has entered into a definitive agreement to acquire The Tampa Flyer from Flyer Printing Company, Inc. The Tampa Flyer is a weekly shopper publication delivered by mail with circulation in excess of 900,000 in the Tampa, Florida metropolitan area. The cash transaction, valued at slightly under two times 2004 revenue, is expected to close by the end of April. The operations to be acquired generated approximately $33 million in revenue in calendar year 2004.

Richard Hochhauser, Chief Executive Officer of Harte-Hanks, said, “We are very excited by the opportunity this strategic acquisition provides. It demonstrates our very real commitment to the shopper business, and presents some exciting opportunities in the State of Florida for us both immediately and down the road. While we have said our primary shopper growth strategy is to expand circulation into contiguous geographic areas, mostly in Northern California, we have also stated that if one of the select shopper franchises in the country were to become available, we would be interested in owning it. That is precisely what The Tampa Flyer represents – a great franchise operation in a strong market with expansion opportunity. With this acquisition, we will have circulation of more than 12 million in some of the best markets in the U.S. We expect that this transaction will be slightly accretive from the outset, but do not expect that it will measurably impact earnings per share in 2005.”

Commenting on the acquisition, Pete Gorman, Senior Vice President – Shoppers of Harte-Hanks, said, “This is a great opportunity for us to add a terrific shopper organization to our existing operations. We have tremendous respect for Dick Mandt and the team at The Tampa Flyer. This acquisition will provide new opportunities for the team at The Tampa Flyer and throughout our Shoppers organization to add more value for our clients.”

“Harte-Hanks is known and admired by everyone in our industry,” said Dick Mandt, CEO and principal owner of Flyer Printing Company, Inc. “They are clearly the best player in the

business. Additionally, they have been friends of ours for years. This will present excellent opportunities for our people, and will ensure our readers and advertisers of continued high quality service.”

Flyer Printing Company, Inc. is being represented in this transaction by Communications Equity Associates.

Statements in this release concerning the business outlook or future financial performance of Harte-Hanks, Inc. and other statements that are not historical facts are “forward looking statements” as the term is defined under applicable Federal Securities Laws. Forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those statements. Such risks, uncertainties, and factors include, but are not limited to, public concern over consumer privacy issues, which may lead to enactment of legislation restricting or prohibiting the collection and use of information that is currently legally available, competitive pressures, fluctuations in paper prices and postal rates, and general or regional economic conditions, as well as other risks detailed in the filings of Harte-Hanks, Inc. with the Securities and Exchange Commission, including the Harte-Hanks, Inc. Annual Report on Form 10-K.

Harte-Hanks, Inc., San Antonio, TX, is a worldwide, direct and targeted marketing company that provides direct marketing services and shopper advertising opportunities to a wide range of local, regional, national and international consumer and business-to-business marketers. Harte-Hanks Direct Marketing improves the return on its clients’ marketing investment with a range of services organized around five solution points: Construct and update the database — Access the data — Analyze the data — Apply the knowledge — Execute the programs. Experts at each element within this process, Harte-Hanks Direct Marketing is highly skilled at tailoring solutions for each of the vertical markets it serves. Harte-Hanks Shoppers is North America’s largest owner, operator and distributor of shopper publications, with shoppers that are zoned into more than 900 separate editions with circulation in excess of 11 million in California and Florida each week.

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For more information, contact: Chief Financial Officer Dean Blythe (210) 829-9138 or e-mail at dblythe@harte-hanks.com.

This release and other information about Harte-Hanks can be found on the World Wide Web at http://www.harte-hanks.com

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