- Current report filing (8-K)
June 09 2011 - 9:25AM
Edgar (US Regulatory)
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 7, 2011
Date of Report (Date of Earliest Event Reported)
HARRIS INTERACTIVE INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-27577
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16-1538028
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer Identification
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incorporation)
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Number)
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161 Sixth Avenue, New York, New York
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10013
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants Telephone Number Including Area Code: (
212) 539-9600
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Section 1 Registrants Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On June 7, 2011, Harris Interactive Inc. (the Company) entered into a services agreement (the
Services Agreement) with Angrisani Turnarounds, LLC (ATL) and Al Angrisani, pursuant to which
Mr. Angrisani, Chairman and Chief Executive Officer of ATL, will serve as Interim Chief Executive
Officer of the Company, effective immediately, and continuing through and
including June 30, 2012 (the Service Period), subject to certain early termination rights set
forth therein. A copy of the Services Agreement is being filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference. The material terms of the Services
Agreement include:
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ATLs agreement to provide Mr. Angrisani to serve as Interim Chief Executive Officer of
the Company at a rate of $20,000 per month (the Monthly Retainer) during the Service
Period.
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Mr. Angrisanis agreement to perform the duties and responsibilities set forth in the
Angrisani Employment Agreement (as defined herein).
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The Companys agreement to pay ATL the Monthly Retainer through the month of November
2011 or for an additional three months following the termination date, whichever occurs
later, if the Company terminates Mr. Angrisanis employment without cause, as defined in
the Angrisani Employment Agreement, prior to June 30, 2012.
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The Companys agreement to pay ATL the Monthly Retainer through the month of November
2011 if Mr. Angrisani terminates his employment for good reason, as defined in the
Angrisani Employment Agreement, prior to November 2011.
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Mr. Angrisanis agreement to be bound by certain non-competition obligations in the
Angrisani Employment Agreement for the duration of each monthly period associated with a
Monthly Retainer payment.
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The Companys option, in its sole discretion, to continue to pay the Monthly Retainer
for a minimum of six months following the end of the Service Period, binding Mr. Angrisani
to the non-competition obligations during such period.
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ATLs agreement to preserve the confidentiality of non-public confidential and
proprietary information received in the course of the Service Period.
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The Companys ownership of work product created for the Company.
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Limitation of the Companys and ATLs liability.
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Arbitration of disputes.
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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 June 9, 2011, the Company announced that Mr. Angrisani has been appointed Interim Chief
Executive Officer of the Company, effective immediately. A copy of the press release announcing Mr.
Angrisanis appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference. Mr. Angrisani succeeds Kimberly Till, who served as President and
Chief Executive Officer of the Company from October 21, 2008 to June 7, 2011. Ms. Till resigned as
a member of the Board, effective June 7, 2011.
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The Company entered into an employment agreement (the Angrisani Employment Agreement)
with Mr. Angrisani on June 7, 2011, pursuant to which (a) Mr. Angrisani will serve as
Interim Chief Executive Officer of the Company commencing immediately and continuing
through and including the earliest to occur of (i) June 30, 2012, (ii) the date on which
Mr. Angrisani dies, and (iii) the date on which either the Company or Mr. Angrisani
terminates Mr. Angrisanis employment for any reason (the Interim Period), and (b) upon
the mutual agreement of the parties on or prior to March 31, 2012, Mr. Angrisani will serve
as President and Chief Executive Officer of the Company for the period commencing July 1,
2012 and continuing through and including the earliest to occur of (i) June 30, 2013, (ii)
the date on which Mr. Angrisani dies, and (iii) the date on which either the Company or Mr.
Angrisani terminates Mr. Angrisanis employment for any reason (the Non-Interim Period).
A copy of the Angrisani Employment Agreement is being filed as Exhibit 10.2 to this Current
Report on Form 8-K and is incorporated herein by reference. The material terms of the
Angrisani Employment Agreement include vacation, expense reimbursement, and other employee
benefits commensurate with those provided by the Company to its senior executives
generally, Mr. Angrisanis agreement to abide by certain non-competition, non-solicitation
and confidentiality obligations, the Companys right to recover certain payments and equity
received by Mr. Angrisani in the event of certain accounting restatements due to material
non-compliance of the Company with any financial reporting requirement, and either the
Companys or Mr. Angrisanis right to terminate Mr. Angrisanis employment at any time.
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The additional material terms of the Angrisani Employment Agreement that are applicable only
during the
Interim Period
include:
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No base salary
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An annual performance bonus set by the Compensation Committee of the Board, based
upon achievement of operating performance goals, with a target bonus of $250,000 in
fiscal year 2012
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Reimbursement of reasonable expenses incurred in the negotiation of the Angrisani
Employment Agreement, subject to a maximum reimbursement of $7,500
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500,000 shares of restricted stock (the Restricted Shares) under the Companys
2007 Long Term Incentive Plan, one-thirteenth of which vest on the thirtieth day of
each month commencing on June 30, 2011, under the condition that Mr. Angrisani is
employed by the Company on each such date; provided, however, (a) if Mr. Angrisanis
employment is terminated by the Company without cause or Mr. Angrisani terminates his
employment for good reason on or prior to December 31, 2011, then one-half of the
Restricted Shares will immediately vest (inclusive of the Restricted Shares that vested
previously) on the date of termination, or (b) if Mr. Angrisanis employment is
terminated by the Company without cause or Mr. Angrisani terminates his employment
for good reason after December 31, 2011, then all unvested Restricted Shares will
immediately vest on the date of termination. All unvested Restricted Shares also
immediately vest upon the occurrence of a change in control, provided that the change
of control occurs prior to Mr. Angrisanis date of termination. A copy of the
Restricted Stock Agreement entered into between the Company and Mr. Angrisani is being
filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by
reference.
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Upon termination of Mr. Angrisanis employment, Mr. Angrisani will be entitled to
accrued but unpaid salary, bonus and benefits; provided, however, if Mr. Angrisanis
employment is terminated by the Company without cause or by Mr. Angrisani with good
reason, then he also will be entitled to a pro-rata portion of the performance bonus
for fiscal 2012 based on the level of attainment of the applicable operating
performance goals at the time of termination
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The additional material terms of the Angrisani Employment Agreement that are applicable only
during the
Non-Interim Period
(which, as described above, will
occur only upon the mutual agreement of the parties on or prior to
March 31, 2012) include:
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Annual base salary of $1.00
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An annual performance bonus set by the Compensation Committee of the Board, based
upon achievement of operating performance goals, with a target bonus of $400,000 in
fiscal year 2013
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Non-qualified stock options under the Companys 2007 Long Term Incentive Plan to
purchase 1,650,000 shares of the Companys common stock at an exercise price of $0.70
per share. The non-qualified stock options vest in five tranches upon the achievement
during the Non-Interim Period of certain performance targets specified in the
Non-Qualified Stock Option Agreement, provided that Mr. Angrisani is employed by the
Company at the time of achievement. All unvested non-qualified stock options will
immediately vest upon the occurrence of a change in control, provided that the change
of control does not occur prior to July 1, 2012 or after Mr. Angrisanis date of
termination. A copy of the Non-Qualified Stock Option Agreement entered into between
the Company and Mr. Angrisani is being filed as Exhibit 10.4 to this Current Report on
Form 8-K and is incorporated herein by reference.
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Incentive stock options under the Companys 2007 Long Term Incentive Plan to
purchase 100,000 shares of the Companys common stock at an exercise price of $0.70 per
share. The incentive stock options vest on June 30, 2013, provided that Mr. Angrisani
is employed by the Company on such date. All unvested incentive stock options will
immediately vest upon the occurrence of a change in control, provided that the change
of control does not occur prior to July 1, 2012 or after Mr. Angrisanis date of
termination. A copy of the Incentive Stock Option Agreement entered into between the
Company and Mr. Angrisani is being filed as Exhibit 10.5 to this Current Report on Form
8-K and is incorporated herein by reference.
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Upon termination of Mr. Angrisanis employment, Mr. Angrisani will be entitled to
accrued but unpaid salary, bonus and benefits; provided, however, if Mr. Angrisanis
employment is terminated by the Company without cause or by Mr. Angrisani with good
reason, then he also will be entitled to a severance payment equal to $400,000,
payable over twelve months, subject to his right to waive such entitlement within
thirty days of the date of termination in order not to be bound by certain
non-competition obligations
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Mr. Angrisani, age 61, has served as Chairman and Chief Executive Officer of Angrisani Turnarounds,
LLC, an advisory firm for underperforming companies, since September 2009. Mr. Angrisani served as
President and Chief Executive Officer of Greenfield Online, a provider of global consumer attitudes
about products and services, from September 2005 until it was acquired by the Microsoft Corporation
in October 2008, and then provided consulting services to Microsoft Corporation related to the
acquisition until September 2009. Between November 2001 and April 2004, Mr. Angrisani served as
President and Chief Operating Officer of the Company. Prior to this role, he served as President
and Chief Executive Officer of Total Research Corporation from July 1998 through its merger with
the Company in November 2001. Earlier in his career, Mr. Angrisani served as President Reagans
U.S. Assistant Secretary of Labor and Chief of Staff, and as a Vice President of Chase Manhattan
Bank in New York.
Section 7 Regulation FD
Item 7.01. Regulation FD Disclosure.
On June 9, 2011, the Company issued a press release announcing the management changes described
above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit 10.1
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Services Agreement, dated as of June 7, 2011, among Harris Interactive Inc.,
Angrisani Turnarounds, LLC, and Al Angrisani
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Exhibit 10.2
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Employment Agreement, dated as of June 7, 2011, between Harris Interactive Inc.
and Al Angrisani
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Exhibit 10.3
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Restricted Stock Agreement, dated as of June 7, 2011, between Harris Interactive
Inc. and Al Angrisani
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Exhibit 10.4
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Non-Qualified Stock Option Agreement, dated as of June 7, 2011, between Harris
Interactive Inc. and Al Angrisani
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Exhibit 10.5
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Incentive Stock Option Agreement, dated as of June 7, 2011, between Harris
Interactive Inc. and Al Angrisani
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Exhibit 99.1
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Press release issued by Harris Interactive Inc. on June 9, 2011
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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.
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.
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HARRIS INTERACTIVE INC.
(Registrant)
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By:
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/s/ Marc H. Levin
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Name:
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Marc H. Levin
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Title:
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Executive Vice President, General
Counsel and Corporate Secretary
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Dated: June 9, 2011
EXHIBIT INDEX
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EXHIBIT NO.
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DESCRIPTION
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Exhibit 10.1
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Services Agreement, dated as of June 7, 2011, among Harris Interactive Inc., Angrisani Turnarounds, LLC, and Al
Angrisani
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Exhibit 10.2
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Employment Agreement, dated as of June 7, 2011, between Harris Interactive Inc. and Al Angrisani
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Exhibit 10.3
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Restricted Stock Agreement, dated as of June 7, 2011, between Harris Interactive Inc. and Al Angrisani
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Exhibit 10.4
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Non-Qualified Stock Option Agreement, dated as of June 7, 2011, between Harris Interactive Inc. and Al Angrisani
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Exhibit 10.5
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Incentive Stock Option Agreement, dated as of June 7, 2011, between Harris Interactive Inc. and Al Angrisani
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Exhibit 99.1
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Press release issued by Harris Interactive Inc. on June 9, 2011
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