Harris Interactive Inc - Securities Registration: Employee Benefit Plan (S-8)
March 20 2008 - 4:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HARRIS INTERACTIVE INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
16-1538028
(I.R.S. Employer Identification No.)
60 Corporate Woods
Rochester, New York 14623
(Address of Principal Executive Offices)
HARRIS INTERACTIVE UK LIMITED SHARE INCENTIVE PLAN
(relating to shares of Harris Interactive Inc.)
(Full title of the plan)
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Gregory T. Novak
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with a copy to:
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President and Chief Executive Officer
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Beth Ela Wilkens, Esq.
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Harris Interactive Inc.
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Harris Beach PLLC
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60 Corporate Woods
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99 Garnsey Road
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Rochester, New York 14623
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Pittsford, New York 14534
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(585) 419-8800
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(Name and Address of Agent for Service)
(585) 272-8400
(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):
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Large accelerated filer
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Accelerated filer
þ
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Amount of
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Title of Securities
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Amount to be
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Offering Price Per
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Aggregate
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Registration
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to be Registered
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Registered
(1)
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Share
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Offering Price
(2)
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Fee
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Common Stock, $.001 par value
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150,000
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$2.52
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$378,000
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$
14.86
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(1)
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The Registration Statement also includes an indeterminate number of additional
shares that may become issuable pursuant to antidilution provisions of the Harris Interactive
UK Limited Share Incentive Plan.
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(2)
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In accordance with Rule 457(h)(1) and 457(c), calculated on the basis of the high
and low prices of the Common Stock on the Nasdaq Stock Exchange on March 18, 2008.
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TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be sent or given
to employees as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
Securities Act). Such documents need not be filed with the Securities and Exchange Commission
(the Commission) either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this
form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this Registration Statement:
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1.
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The Registrants Annual Report on Form 10-K for the fiscal year ended June 30, 2007.
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2.
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The Registrants Quarterly Reports on Form 10-Q for the fiscal quarters ended
September 30, 2007 and December 31, 2007.
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3.
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The Registrants Current Reports on Form 8-K filed on February 27, 2008, October
23, 2007, September 26, 2007, August 29, 2007, August 24, 2007 (solely with respect to
Item 5.02), August 16, 2007 and July 27, 2007.
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4.
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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 (the Exchange Act), prior
to the filing of a post-effective amendment to this Registration Statement which
indicates that all of the shares of common stock 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 a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
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5.
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The description of the Common Stock of the Registrant contained in its
Registration Statement on Form 8-A filed under the Exchange Act, which became effective
as of December 6, 1999, including any amendment(s) or report(s) filed for the purpose of
updating such description.
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6.
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The description of the Preferred Share Purchase Rights of the Registrant
contained in its Registration Statement on Form 8-A filed under the Exchange Act, which
became effective as of March 14, 2005, including any amendment(s) or report(s) filed for
the purpose of updating such description.
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Item 4. Description of Securities.
Not applicable.
Item5. Interests of Named Experts and Counsel.
The validity of the shares offered hereby will be passed upon by Harris Beach PLLC, Pittsford,
New York. Beth Ela Wilkens, a member of Harris Beach PLLC, holds 29,000 shares of Common Stock of
the Registrant.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify
directors and officers as well as other employees and individuals against expenses (including
attorneys fees), judgments, fines and amounts paid in settlement
II-1
actually and reasonably incurred by such person in connection with any threatened, pending or
completed actions, suits or proceedings in which such person is made a party by reason of such
person being or having been a director, officer, employee or agent of the Registrant. The Delaware
General Corporation Law provides that Section 145 is not exclusive of other rights to which those
seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise. Article VIII of the Registrants Bylaws provides for
indemnification by the Registrant of its directors, officers and employees to the fullest extent
permitted by the Delaware General Corporation Law.
Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in
its certificate of incorporation that a director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the directors duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or
unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from
which the director derived an improper personal benefit. Article X of the Registrants Amended and
Restated Certificate of Incorporation provides for such limitation of liability.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed with this Registration Statement:
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4.1
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Amended and Restated Certificate of Incorporation of the Registrant, defining the
rights of holders of its Common Stock (filed as Exhibit 3.1 to the Registrants Form
10-K for the fiscal year ended June 30, 2000 and incorporated by reference herein)
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4.2
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Certificate of Designation, Preferences and Rights of Series A Preferred Stock of
the Registrant (filed as Exhibit 3.1 to the Registrants Form 8-K filed on March 14,
2005 and incorporated by reference herein)
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4.3*
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Harris Interactive UK Limited Share Incentive Plan (relating to shares of Harris Interactive Inc.)
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4.4*
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Harris Interactive UK Limited Share Incentive Plan Partnership and Matching Share Agreement
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4.5*
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Trust Deed between Harris Interactive UK Limited and Equiniti Share Plan Trustees
related to Harris Interactive UK Limited Share Incentive Plan
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5
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Opinion of Harris Beach PLLC
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23.1
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
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23.2
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Consent of Harris Beach PLLC (included in Exhibit 5)
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Power of Attorney (included at pages II-4 and II-5)
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Denotes management contract or compensatory plan or arrangement
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Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any propectus required by section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the maximum aggregate offering
price set forth in the Calculation of Registration Fee table in the effective registration
statement.
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(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such information in
the registration statement;
provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the Securities and Exchange Commission
by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial
bona
fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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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 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Rochester, state of New York, on this 20th day of March,
2008.
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HARRIS INTERACTIVE INC.
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By:
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/s/ Gregory T. Novak
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Gregory T. Novak
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President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints, jointly and severally, Gregory T. Novak and Ronald E. Salluzzo and each of them, as
his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him,
and in his name, place and stead, and in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8, and to file the
same, with all exhibits thereto and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or necessary to be
done as fully to all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1933, this Registration
Statement and Power of Attorney have been signed below by the following persons in the capacities
and on the dates indicated:
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Name
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Capacity
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Date
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/s/ Gregory T. Novak
Gregory T. Novak
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President and Chief Executive Officer
(Principal Executive Officer) and Director
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March 18, 2008
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/s/ Ronald E. Salluzzo
Ronald E. Salluzzo
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Executive Vice President, Chief Financial
Officer, Treasurer and Secretary (Principal
Financial Officer)
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March 18, 2008
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/s/ Eric W. Narowski
Eric W. Narowski
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Vice President and Corporate Controller
(Principal Accounting Officer)
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March 18, 2008
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Director
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March 18, 2008
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Leonard R. Bayer
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Director
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March 18, 2008
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George Bell
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Director
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March 18, 2008
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David Brodsky
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Director
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March 18, 2008
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Stephen D. Harlan
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/s/ James R. Riedman
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Director
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March 18, 2008
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II-4
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Name
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Capacity
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Date
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Director
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March 18, 2008
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Howard L. Shecter
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Director
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March 18, 2008
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Antoine G. Treuille
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II-5
EXHIBIT INDEX
4.1
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Amended and Restated Certificate of Incorporation of the Registrant, defining
the rights of holders of its Common Stock (filed as Exhibit 3.1 to the Registrants
Form 10-K for the fiscal year ended June 30, 2000 and incorporated by reference
herein)
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4.2
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Certificate of Designation, Preferences and Rights of Series A Preferred
Stock of the Registrant (filed as Exhibit 3.1 to the Registrants Form 8-K filed on
March 14, 2005 and incorporated by reference herein)
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4.3*
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Harris Interactive UK Limited Share Incentive Plan (relating to shares of
Harris Interactive Inc.)
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4.4*
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Harris Interactive UK Limited Share Incentive Plan Partnership and Matching
Share Agreement
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4.5*
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Trust Deed between Harris Interactive UK Limited and Equiniti Share Plan
Trustees related to Harris Interactive UK Limited Share Incentive Plan
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5
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Opinion of Harris Beach PLLC
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23.1
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public
Accounting Firm
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23.2
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Consent of Harris Beach PLLC (included in Exhibit 5)
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Power of Attorney (included at pages II-4 and II-5)
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*
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Denotes management contract or compensatory plan or arrangement
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II-6
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