Harris Interactive Inc - Current report filing (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

Date of Report (Date of Earliest Event Reported): April 30, 2008

Harris Interactive Inc.

(Exact name of registrant as specified in its charter)


Delaware	000-27577	16-1538028

(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


60 Corporate Woods, Rochester , New York		14623

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 585-272-8400

Not Applicable

Former name or former address, if changed since last report

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:

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

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

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

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

TABLE OF CONTENTS


Item 2.02 — Results of Operations and Financial Condition
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01— Financial Statements and Exhibits
SIGNATURE
Exhibit Index
Ex-99.1

Section 2 — Financial Information

Item 2.02 — Results of Operations and Financial Condition

On May 2, 2008, Harris Interactive Inc. (the “Company”) issued a press release announcing the Company’s earnings for the fiscal quarter ended March 31, 2008. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

A non-GAAP financial measure, adjusted EBITDA, is referenced in the press release attached as Exhibit 99.1. A reconciliation of this non-GAAP measure to the most directly comparable financial measure calculated and presented in accordance with GAAP, GAAP Net Income, is provided as part of the press release.

Management believes that presentation of the non-GAAP measure, adjusted EBITDA, provides useful information to investors regarding the Company’s financial condition and results of operations because:

	•		The Company has recently made and may continue to make acquisitions with respect to which it will incur interest, and amortization costs that will affect near-term operating income. EBITDA calculations help investors to more closely measure and compare growth of income based on operations. In addition, investors may more easily track trend lines since the time the Company became a public reporting company.

	•		The Company has recently acquired, and may continue to acquire, privately held companies that do not account for stock based compensation under SFAS No. 123(R). Adjusted EBITDA allows investors to track profitability trends on a more consistent basis before and after such acquisitions.

The non-GAAP measure, adjusted EBITDA, is a component of the financial covenant measures used by the Company’s lenders in connection with the Company’s credit facilities. Therefore management tracks adjusted EBITDA as part of measuring compliance with the Consolidated Interest Coverage and Consolidated Total Leverage tests contained in the credit facilities.

Adjusted EBITDA is also a measure of performance used in certain of the Company’s restricted stock grants to executive officers.

Section 5 — Corporate Governance and Management


Item 5.02		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 30, 2008, the Compensation Committee of the Board of Directors of the Company approved modifications to the Company’s Employment Agreements with George H. Terhanian, President, Harris Interactive Europe and Global Internet Research, and David B. Vaden, President, North America and Global Operations. The calculation of the bonus portion of severance payments due if Dr. Terhanian or Mr. Vaden is terminated within one year after a change in control was changed to conform to the calculation contained in the Company’s standard form change in control agreements with other officers who report to them. Bonus-related severance now will equal one year’s bonus, calculated to be the average of the bonus actually paid to Messr. Terhanian or Vaden, as the case may be, in the two most recently completed fiscal years. Payments were previously calculated based upon pro rated bonus for the year in which termination occurred.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits .


Exhibit 99.1		Press Release issued by Harris Interactive Inc. on May 2, 2008 announcing the Company’s earnings for the fiscal quarter ended March 31, 2008.

Exhibit 99.1 is not “filed” pursuant to the Securities Exchange Act of 1934 and is not incorporated by reference into any registrations under the Securities Act of 1933. Additionally, the submission of Item 2.02 of this Report on Form 8-K is not an admission as to the materiality of any information in the Report that is required to be disclosed solely by Regulation FD.

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.


	Harris Interactive Inc.
May 2, 2008	By:	/s/ Ronald E. Salluzzo
		Name:	Ronald E. Salluzzo
		Title:	Chief Financial Officer and Corporate Secretary

EXHIBIT INDEX


EXHIBIT NO.		DESCRIPTION

Exhibit 99.1		Press Release issued by Harris Interactive Inc. on May 2, 2008 announcing the Company’s earnings for the fiscal quarter ended March 31, 2008.