S-8

As filed with the Securities and Exchange Commission on May 12, 2009

Registration No. 333-            

UNITED STATES

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	74-1677284
(State or other jurisdiction of Incorporation or organization)	(IRS Employer 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, Inc. 2005 Omnibus Incentive Plan

(Full Title of Plan)

Bryan J. Pechersky

Senior Vice President, General Counsel & Secretary

Harte-Hanks, Inc.

200 Concord Plaza Dr., Suite 800

San Antonio, TX 78216

(210) 829-9000

(Name, address, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common stock, $1.00 par value per share	4,600,000 shares (1)	$8.75(2)	$40,250,000.00(2)	$2,245.95
Total	4,600,000 shares (1)	$8.75(2)	$40,250,000.00(2)	$2,245.95

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement shall cover such additional securities as may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) For the purpose of computing the registration fee only, the price shown is based upon the price of $8.75 per share, the average of the high and low sales prices for the Common Stock of Harte-Hanks, Inc. on the New York Stock Exchange on May 8, 2009 in accordance with Rule 457(h).

EXPLANATORY NOTE

Harte-Hanks, Inc., a Delaware corporation (the “Registrant”), previously filed a Registration Statement on Form S-8 (File No. 333-127993) on August 31, 2005 (the “Prior Statement”) registering 4,570,000 shares of the Registrant’s Common Stock, par value $1.00 per share, underlying equity awards granted under Registrant’s 2005 Omnibus Incentive Plan (the “2005 Plan”). The Registrant’s board of directors and stockholders subsequently approved an amendment to the 2005 Plan that increased the number of shares authorized for issuance under the 2005 Plan from 4,570,000 to 9,170,000. This Registration Statement relates to securities of the same class as that to which the Prior Statement relates, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Statement are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required by Part I to be contained in the Section 10(a) Prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The Registrant hereby incorporates by reference in this Registration Statement the following documents filed by the Registrant with the Securities and Exchange Commission:

(a) Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the Commission on March 2, 2009;

(b) Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed with the Commission on May 5, 2009;

(c) Registrant’s Current Report on Form 8-K filed with the Commission on February 2, 2009;

(d) Registrant’s Current Report on Form 8-K filed with the Commission on February 13, 2009; and

(e) The description of Registrant’s Common Stock, par value $1.00 per share, 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 Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part of this Registration Statement from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as modified or superseded, to constitute a part of this Registration Statement. Information that the Registrant elects to furnish, but not file, or has furnished, but not filed, with the Commission in accordance with Commission rules and regulations is not incorporated into this Registration Statement and does not constitute a part hereof.

Item 8. Exhibits

Reference is made to the Exhibit Index which appears below in this Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on May 12, 2009.

HARTE-HANKS, INC.
By:	/s/ Bryan J. Pechersky
	Bryan J. Pechersky
	Senior Vice President, General Counsel & Secretary

POWER OF ATTORNEY

We, the undersigned officers and directors of Harte-Hanks, Inc. hereby severally constitute and appoint Douglas C. Shepard and Bryan J. Pechersky, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith, any other Registration Statement related to the same offering, 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 attorneys, or any of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Larry D. Franklin Larry D. Franklin	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer and Director)	May 12, 2009
/s/ Douglas C. Shepard Douglas C. Shepard	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	May 12, 2009
/s/ Jessica M. Huff Jessica M. Huff	Vice President, Finance, Controller and Chief Accounting Officer (Principal Accounting Officer)	May 12, 2009
/s/ David L. Copeland	Director	May 12, 2009
David L. Copeland
/s/ William F. Farley	Director	May 12, 2009
William F. Farley
/s/ William K. Gayden	Director	May 12, 2009
William K. Gayden
/s/ Christopher M. Harte	Director	May 12, 2009
Christopher M. Harte

/s/ Houston H. Harte	Director, Vice-Chairman of the Board	May 12, 2009
Houston H. Harte
/s/ Judy C. Odom	Director	May 12, 2009
Judy C. Odom
/s/ Karen A. Puckett	Director	May 12, 2009
Karen A. Puckett

EXHIBIT INDEX

The following exhibits are filed as a part of this Registration Statement:

Exhibit Number	Description
4.1	Amended and Restated Certificate of Incorporation as amended through May 5, 1998 (filed as Exhibit 3(e) to the Company’s Form 10-Q for the six months ended June 30, 1998 and incorporated by reference herein)
4.2	Second Amended and Restated Bylaws (filed as Exhibit 3(b) to the Company’s Form 10-Q for the nine months ended September 30, 2001 and incorporated by reference herein)
4.3	Harte-Hanks, Inc. 2005 Omnibus Incentive Plan (as Amended and Restated effective February 13, 2009) (filed as Exhibit 10.1 to the Company’s Form 8-K dated February 13, 2009 and incorporated by reference herein)
4.4	Amendment to Harte-Hanks, Inc. 2005 Omnibus Incentive Plan, dated as of May 12, 2009
5.1	Opinion of Cox Smith Matthews Incorporated with respect to the legality of the securities being registered
23.1	Consent of Cox Smith Matthews Incorporated (contained in Exhibit 5.1)
23.2	Consent of KPMG LLP
24.1	Power of Attorney (included on the signature page hereof)

EX-4.4

Exhibit 4.4

AMENDMENT TO HARTE-HANKS, INC.

2005 OMNIBUS INCENTIVE PLAN

This Amendment (this “Amendment”) to the Harte-Hanks, Inc. (the “Company”) 2005 Omnibus Incentive Plan, as amended and restated (the “Plan”), is entered into and effective as of May 12, 2009.

WHEREAS, the Company adopted the Plan in May 2005;

WHEREAS, effective January 1, 2008, the Company amended and restated the Plan to incorporate the requirements of Internal Revenue Code Section 409A and related regulations, and effective February 13, 2009, the Company amended and restated the Plan to delete the references in Article XVII (Change in Capital Structure; Change of Control) to a “Potential Change of Control,” including deleting the definition of a Potential Change of Control in former Section 17.5;

WHEREAS, on January 29, 2009, the Company’s Board of Directors determined that it is in the best interests of the Company to amend the Plan to increase the number of shares of Company common stock available under the Plan by an additional 4,600,000 shares and the Board recommended stockholder approval of an amendment to the Plan reflecting this change;

WHEREAS, 4,570,000 shares were originally available under the Plan, which amount when added to the 4,600,000 additional shares in this Amendment will result in 9,170,000 total shares of Company common stock being available under the Plan (subject to adjustment, as provided by the Plan); and

WHEREAS, on May 12, 2009, the stockholders of the Company approved this Amendment;

NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as follows:

1. Each capitalized term or phrase used but not otherwise defined herein has the meaning given to it in the Plan.

2. Existing Section 4.1 is hereby amended and restated in its entirety as follows, effective May 12, 2009:

“4.1. Number of Shares. The aggregate number of shares of Common Stock that may be issued under this Plan shall be 9,170,000 (subject to adjustment in connection with changes in capital structure in accordance with Article XVII). The authorization may be increased with the approval of the Board and the stockholders of the Company.”

3. Except as modified by this Amendment, all other terms and provisions of the Plan shall continue in full force and effect.

IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed on its behalf by a duly authorized officer of the Company effective as of the date first written above.

HARTE-HANKS, INC.
By:	/s/ Bryan J. Pechersky
Name:	Bryan J. Pechersky
Title:	Senior Vice President

EX-5.1

Exhibit 5.1

	COX | SMITH
May 12, 2009
	Jeffrey C. Gifford
Harte-Hanks, Inc. 200 Concord Plaza Ste 800 San Antonio, Texas 78216	jcgifford@coxsmith.com 210.554.5560

OPINION OF COX SMITH MATTHEWS INCORPORATED

Re: Registration Statement on Form S-8 for the Harte-Hanks, Inc. 2005 Omnibus Incentive Plan

Gentlemen:

We have acted as counsel to Harte-Hanks, Inc., a Delaware corporation (the “Company”), in connection with the preparation for filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the issuance of up to 4,600,000 additional shares (the “Shares”) of the common stock, par value $1.00 per share (“Common Stock”), of the Company. The Shares are issuable pursuant to the Harte-Hanks, Inc. 2005 Omnibus Incentive Plan, as amended (the “Plan”).

The law covered by the opinions expressed below is limited solely to the Delaware General Corporation Law.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of documents executed or to be executed, we have assumed that the parties thereto had the power, corporate or otherwise, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or otherwise, by such parties, and the execution and delivery by such parties of such documents. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.

We have examined and are familiar with originals or copies, the authenticity of which have been established to our satisfaction, of all such documents, corporate records, certificates of officers of the Company and public officials, and other instruments as we have deemed necessary to express the opinions hereinafter set forth.

We have further assumed that:

(i) all applicable state and federal securities laws will have been complied with, as of any option exercise date with respect to the Plan;

(ii) the Shares issuable upon exercise of the options or other incentive grants granted under the Plan will be validly authorized and available for issuance (as of the date hereof, there is a sufficient number of Shares authorized, unissued and reserved to cover the issuance of the maximum number of Shares currently provided for under the Plan);

(iii) the options or other incentive grants granted under the Plan will be exercised in accordance with the terms of the Plan and any other applicable documents;

(iv) the options or other incentive grants granted under the Plan will be evidenced by appropriate instruments properly executed and delivered; and

(v) on the date of exercise, the options or other incentive grants granted under the Plan (and all documents related thereto) will be duly executed, as applicable, authorized, issued and delivered; will constitute the valid and binding obligation of the Company enforceable in accordance with their respective terms; and will be entitled to the benefits provided by the Plan.

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that the Shares issuable upon exercise of options or other stock incentive grants to be granted under the Plan will, if, as, and when such Shares are distributed in the manner contemplated by the Plan, be legally issued, fully paid and non-assessable shares of common stock of the Company.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, the general rules and regulations of the Commission promulgated thereunder or any similar provision of any state securities laws or regulations.

Very truly yours,
COX SMITH MATTHEWS INCORPORATED
By:	/s/ Jeffrey C. Gifford
	Jeffrey C. Gifford
	For the Firm

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

of Harte-Hanks, Inc. and subsidiaries:

We consent to the incorporation by reference in the Registration Statement on Form S-8 of Harte-Hanks, Inc. and subsidiaries of our reports dated February 27, 2009, with respect to the consolidated balance sheets of Harte-Hanks, Inc. and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of operations, cash flows, and stockholders’ equity and comprehensive income for each of the years in the three-year period ended December 31, 2008, and the effectiveness of internal control over financial reporting as of December 31, 2008, which reports appear in the December 31, 2008 annual report on Form 10-K of Harte-Hanks, Inc. and subsidiaries.

/s/ KPMG LLP

San Antonio, Texas

May 11, 2009