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

June 13, 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 1.01 Entry into a Material Definitive Agreement

On June 13, 2005, Harte-Hanks entered into a Severance Agreement with Sloane Levy, its Vice President, General Counsel and Secretary, substantially in the form of the Form of Severance Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K.

The Severance Agreement becomes effective upon a change in control (as defined in the Severance Agreement) and continues until the earlier of (i) the expiration of the second anniversary of the occurrence of a change in control, (ii) Ms. Levy’s death, or (iii) Ms. Levy’s earlier voluntary retirement, except under certain circumstances as provided in Section 3(a)(2) of the Severance Agreement.

The Severance Agreement provides that if, after a change in control, (i) Ms. Levy’s employment is terminated without cause for reasons other than death or disability, (ii) Ms. Levy terminates her employment under specified circumstances, or (iii) Ms. Levy terminates her employment for any reason during the 30-day period following the first anniversary of a change in control, then Harte-Hanks will provide Ms. Levy the following severance compensation in lieu of compensation for periods subsequent to her termination of employment:

(i) a lump sum cash amount equal to 100% of the sum of (A) Ms. Levy’s annual base salary in effect immediately prior to the change in control or the date her employment is terminated, whichever is larger, plus (B) the average of her bonus or incentive compensation, received from Harte-Hanks for the two fiscal years preceding the year in which the change in control occurred or for the two fiscal years preceding the year in which her employment is terminated, whichever is larger; and

(ii) a lump sum cash payment in the amount necessary to make continuation coverage (COBRA) payments under Harte-Hanks’ group health insurance plan for a period of 18 months.

In addition, one-half of the unvested portion of each stock option previously granted by Harte-Hanks to Ms. Levy will become vested and fully exercisable.

As used in the Severance Agreement, “cause” means that Ms. Levy committed an intentional (i) material act of fraud or embezzlement, (ii) wrongful material damage to Harte-Hanks’ property or (iii) wrongful disclosure of Harte-Hanks’ secret processes or material information. “Change in control” means: (i) Harte-Hanks is merged, consolidated, reorganized or sells substantially all of its assets and after such transaction less than 60% of the combined voting power of the surviving corporation is received in exchange for securities of Harte-Hanks, or (ii) any person has become a beneficial owner of securities of Harte-Hanks, which when added to any securities already owned by such person would represent in the aggregate 30% or more of the combined voting power of the then outstanding securities of Harte-Hanks.

This brief description of the Severance Agreement is qualified in its entirety by reference to the provisions of the Form of Severance Agreement attached to this Current Report on Form 8-K as Exhibit 10.1

2

Item 7.01 Regulation FD Disclosure

On June 13, 2005, Harte-Hanks announced in a press release that Sloane Levy joined Harte-Hanks and will serve as its Vice President, General Counsel and Secretary. A copy of the press release related to this announcement is attached hereto as Exhibit 99.1.

The information in Item 7.01 of this Current Report 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. Such information will also not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Final Statements and Exhibits

(c) Exhibits

10.1	Form of Severance Agreement
99.1	Press Release dated June 13, 2005 entitled “Harte-Hanks Names Sloane Levy as Vice President, General Counsel and Secretary”

3

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: June 17, 2005
By:	/s/ Dean H. Blythe
	Senior Vice President and
	Chief Financial Officer

4

Exhibit No.	Description
10.1	Form of Severance Agreement
99.1	Press Release dated June 13, 2005 entitled “Harte-Hanks Names Sloane Levy as Vice President, General Counsel and Secretary”

5

EX-10.1

Exhibit 10.1

FORM OF

SEVERANCE AGREEMENT

AGREEMENT made as of                     , between Harte-Hanks, Inc., a Delaware corporation (the “Company”), and                                  (the “Executive”).

WHEREAS, the Executive is currently serving as Vice President of the Company;

WHEREAS, the Executive possesses an intimate knowledge of the business and affairs of the Company, its policies, methods, personnel and plans for the future and has acquired contacts of considerable value to the Company; and

WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that the Executive’s contribution to the growth and success of the Company has been substantial and wishes to offer an inducement to the Executive to remain in the employ of the Company;

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties herein contained, this Agreement sets forth benefits which the Company will pay to Executive in the event of termination of Executive’s employment under the circumstances described herein:

1. Term. The term of this Agreement shall be effective upon a Change in Control (as defined herein) and continue until the earlier of (i) the expiration of the second anniversary of the occurrence of a Change in Control, (ii) the Executive’s death, or (iii) the Executive’s earlier voluntary retirement (except as provided in Section 3(a)(2)) (the “Term”).

2. Definitions.

(a) Cause. For “Cause” means that the Executive shall have committed:

(i) an intentional material act of fraud or embezzlement in connection with his duties or in the course of his employment with the Company;

(ii) intentional wrongful material damage to property of the Company; or

(iii) intentional wrongful disclosure of material secret processes or material confidential information of the Company.

For the purposes of this Agreement, no act, or failure to act, on the part of the Executive will be deemed “intentional” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.

(b) Change in Control. A “Change in Control” of the Company shall have occurred if any of the following events shall occur:

(i) The Company is merged, consolidated or reorganized into or with another corporation or other legal person and as a result of such merger, consolidation or reorganization less than 60% of the combined voting power of the then outstanding securities of the remaining corporation or legal person or its ultimate parent immediately after such transaction is received in respect of or in exchange for voting securities of the Company pursuant to such transaction;

(ii) The Company sells all or substantially all of its assets to any other corporation or other legal person and as a result of such sale less than 60% of the combined voting power of the then outstanding securities of such corporation or legal person or its ultimate parent immediately after such transaction is received in respect of or in exchange for voting securities of the Company pursuant to such sale;

(iii) Any person (including any “person” as such term is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), has become the beneficial owner (as the term “beneficial owner, is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities which when added to any securities already owned by such person would represent in the aggregate 30% or more of the combined voting power of the then outstanding securities of the Company; or

(iv) Such other events that cause a Change in Control of the Company as determined by the Board in its sole discretion.

(c) Code. The “Code’ shall mean the Internal Revenue Code of 1986, as amended.

(d) Disability. “Disability” shall have the meaning given to disability in the Company’s long term disability insurance plan.

(e) Severance Compensation. The “Severance Compensation” shall be a lump sum cash amount equal to             % of the sum of (A) the annual base salary of the Executive in effect immediately prior to the Change in Control or the Termination Date, whichever is larger, plus (B) the average of the bonus or incentive compensation of the Executive, received from the Company for the two fiscal years preceding the year in which the Change in Control occurred or for the two fiscal years preceding the year in which the Termination Date occurs, whichever is larger.

(f) Termination Date. The “Termination Date” shall be the date upon which the Executive or the Company terminates the employment of the Executive.

3. Rights of Executive Upon Change in Control and Termination.

(a) The Company shall provide the Executive, within ten days following the Termination Date, or, if later, within 10 days after execution of the release

described in Section 6 below, Severance Compensation in lieu of compensation to the Executive for periods subsequent to the Termination Date, if, following the occurrence of a Change in Control, any of the following events shall occur:

(1) the Company terminates the Executive’s employment during the term of this Agreement other than for any of the following reasons:

(i) the Executive dies;

(ii) the Executive suffers a Disability and is unable to work (with or without reasonable accommodation) for a period of 180 consecutive days; or

(iii) for Cause,

(2) the Executive terminates his employment after such Change in Control and the occurrence of at least one of the following events:

(i) A material adverse change in the nature or scope of the authorities, functions or duties attached to the position with the Company that the Executive had immediately prior to the Change in Control; a reduction in the Executive’s salary, bonus or incentive compensation or a significant reduction in scope or value of other monetary or non-monetary benefits (other than benefits pursuant to a broad based employee benefit plan) to which the Executive was entitled from the Company immediately prior to the Change in Control, any of which is not remedied within ten calendar days after receipt by the Company of written notice from the Executive of such change, reduction, alteration or termination, as the case may be;

(ii) A determination by the Executive made in good faith that as a result of a Change in Control and a change in circumstances thereafter, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position immediately prior to the Change in Control, which situation is not remedied within ten calendar days after receipt by the Company of written notice from the Executive of such determination;

(iii) The Company shall require the Executive to relocate his principal location of work from the location thereof immediately prior to the Change in Control, or to travel away from his office in the course of discharging his responsibilities or duties significantly more than required of him prior to the Change in Control without, in either case, the Executive’s prior written consent; or

(iv) the Company commits any material breach of this Agreement.

(3) the Executive terminates his employment for any reason during the 30-day period following the first anniversary of the Change in Control.

(b) Severance Compensation pursuant to this Section 3 will not be subject to setoff or mitigation.

(c) Upon a Change in Control, one-half of the unvested portion of each stock option previously granted by the Company to the Executive will become vested and fully exercisable by the Executive. Such accelerated vesting shall apply to one-half of the options scheduled to vest on each vesting date specified in each such option. Such options shall remain exercisable for their original term; provided, however, that the Company has the right to require the Executive to exercise such options within 90 days after receipt of written notice to the Executive. If the Executive fails to exercise his options within such 90-day period, the Company has the right to cancel the options.

(d) In the event the Company becomes obligated hereunder to pay the Executive the Severance Compensation, the Company shall also pay the Executive a lump sum cash payment in the amount necessary to make continuation coverage (COBRA) payments under the Company’s group health insurance plan for a period of 18 months.

(e) Notwithstanding the above section or any other provision of this Agreement, in no event shall the Company pay or be obligated to pay the Executive an amount which would be an Excess Parachute Payment. For purposes of this Agreement, the term “Excess Parachute Payment” shall mean any payment or any portion thereof which would be an “excess parachute payment” within the meaning of Section 280G of the Code, and would result in the imposition of an excise tax under Section 4999 of the Code, in the opinion of tax counsel selected by the Company and acceptable to the Executive. To the extent that the payments hereunder must be reduced to avoid any Excess Parachute Payment, such reduction shall be applied in the following order:

(i) to cash amounts payable as Severance Compensation;

(ii) to amounts payable for the maintenance of continuation coverage (COBRA) payments under the Company’s group health insurance plan;

(iii) to the accelerated vesting of options as provided in Section 3(c).

4. Successors, Binding Agreement. This Agreement will be binding upon the Company, its successors and assigns, and all rights of the Executive hereunder shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees.

5. Notice. The Company shall give written notice to Executive within ten days after any Change in Control. Failure to give such notice shall constitute a material breach of this

Agreement. For purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or received after being mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

c/o Harte-Hanks, Inc.

200 Concord Plaza Drive

Suite 800

San Antonio, Texas 78216

If to the Company:

Harte-Hanks, Inc.

200 Concord Plaza Drive

Suite 800

San Antonio, Texas 78216

Attention: General Counsel

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

6. Release. In consideration for the benefits and payments provided under Sections 3(a) and 3(d) of this Agreement, unless such requirement is waived by the Board in its sole discretion, the Executive agrees to execute a release acceptable to the Company releasing the Company, its subsidiaries, shareholders, partners, officers, directors, employees and agents from any and all claims and from any and all causes of action of any kind, including but not limited to all claims or causes of action arising out of the Executive’s employment with the Company or the termination of such employment. The Executive shall execute such release prior to or as soon as practicable after his Termination Date, unless the Board in its sole discretion waives such requirement.

7. Miscellaneous. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, unless specifically referred to herein, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the substantive laws of the State of Delaware, without regard to principles of conflicts of law. This Agreement replaces any prior severance agreement between the Company and the Executive.

8. Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

9. Employment Rights. Nothing expressed or implied in this Agreement shall create any right or duty on the part of the Company or the Executive to have the Executive remain in the employment of the Company prior to any Change in Control; provided, however, that any termination of employment of the Executive or removal of the Executive as an elected officer of the Company following the commencement of any discussion authorized by the Board of Directors of the Company with a third person that ultimately results in a Change in Control shall be deemed to be a termination or removal of the Executive after a Change in Control for purposes of this Agreement and shall entitle the Executive to all Severance Compensation. Notwithstanding any other provision hereof to the contrary, the Executive may, at any time during his employment with the Company upon the giving of 30 days prior written notice, terminate his employment hereunder. If this Agreement or the employment of the Executive is terminated under circumstances in which the Executive is not entitled to any Severance Compensation, neither the Executive nor the Company shall have any further obligation or liability hereunder.

10. Withholding of Taxes. The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as shall be required pursuant to any law or government regulation or ruling; provided, however, that no withholding pursuant to Section 4999 of the Code shall be made unless, in the opinion of tax counsel selected by the Company and acceptable to the Executive, such withholding relates to payments which result in the imposition of an excise tax pursuant to Section 4999 of the Code.

IN WITNESS WHEREOF, the parties have executed this Agreement effective on the date and year first above written.

HARTE-HANKS, INC.

By:

Title:

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
	(210) 829-9138
	dblythe@harte-hanks.com

Harte-Hanks Names Sloane Levy as Vice President, General Counsel and Secretary

Monday June 13, 5:00 pm ET

SAN ANTONIO—(BUSINESS WIRE)—June 13, 2005—Harte-Hanks, Inc. (NYSE:HHS - News) announced today that Sloane Levy has joined the company and will serve as Vice President, General Counsel and Secretary.

Levy was most recently Senior Vice President, General Counsel and Human Resources of Modem Media, Inc., an Internet marketing and advertising company, where she was instrumental in a number of significant events at that company, including and culminating in the sale of Modem Media to Digitas in 2004. Levy also served as a senior attorney and investor relations executive with Witco, an international chemical company.

Richard Hochhauser, president and chief executive officer, said, “Sloane has had a great deal of experience both in businesses similar to our core businesses, and in a variety of significant corporate events. We look forward to the insights and contributions she will bring to our Company.”

Levy earned her B.S. in Economics and Government from Clark University, Worcester, Massachusetts, and her J.D. from George Washington University National Law Center, Washington, D.C.

Levy is filling the position created by the departure of Steve Hacker, formerly Vice President, Legal and Secretary, who left the Company to return to the private practice of law.

Statements in this release concerning the Company’s business outlook or future financial performance 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 Company’s filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K.

About Harte-Hanks

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 1,000 separate editions with circulation of approximately 12 million each week in California and Florida.

For more information, contact: Senior Vice President and 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.