As filed with the Securities and Exchange Commission on June 7, 2013
Registration No. 333-127993
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Harte-Hanks, Inc.
(Exact Name of Registrant as Specified in its Charter)
|
Delaware |
|
76-1677284 |
|
(State or other jurisdiction of |
|
(I.R.S. Employer Identification |
9601 McAllister Freeway, Suite 610, San Antonio, Texas 78216
(Address of Principal Executive Offices) (Zip Code)
Harte-Hanks, Inc. 2005 Omnibus Incentive Plan
(Full Title of the Plan)
Robert L. R. Munden
Senior Vice President, General Counsel and Secretary
Harte-Hanks, Inc.
9601 McAllister Freeway, Suite 610
San Antonio, Texas 78216
(210) 829-9000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Cox Smith Matthews Incorporated
112 East Pecan, Suite 1800
San Antonio, Texas 78205
Attn: Jeffrey C. Gifford
(210) 554-5560
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):
|
o Large accelerated filer |
|
x Accelerated filer |
|
o Non-accelerated filer (Do not check if a smaller |
|
o Smaller reporting company |
DEREGISTRATION OF SECURITIES
This Post-effective Amendment filed by Harte-Hanks, Inc. (the “Registrant”) deregisters certain shares of the Registrant’s Common Stock, $1.00 par value per share that had been registered for issuance under the Harte-Hanks, Inc. 2005 Omnibus Incentive Plan, as amended (the “2005 Plan”) on the Registrant’s Registration Statement (the “Registration Statement”) on Form S-8 filed with the Securities and Exchange Commission on August 31, 2005, but which have not been issued and are not subject to outstanding awards under the 2005 Plan. On May 29, 2013, stockholders of the Registrant approved the Harte-Hanks, Inc. 2013 Omnibus Incentive Plan, which is intended to replace the 2005 Plan.
A total of 9,170,000 shares of Common Stock had been reserved for issuance under the 2005 Plan with 2,600,609 of such shares being unissued and not subject to outstanding awards.
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 Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on the 7th day of June, 2013.
|
|
HARTE-HANKS, INC. | |
|
|
(Registrant) | |
|
|
| |
|
|
|
|
|
|
By: |
/s/ Robert L. R. Munden |
|
|
|
Robert L. R. Munden, Senior Vice President, General Counsel and Secretary |
POWER OF ATTORNEY
We, the undersigned officers and directors of Harte-Hanks, Inc. hereby severally constitute and appoint Douglas C. Shepard and Robert L. R. Munden, 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 Post-Effective Amendment to 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 has been signed by the following persons in the capacities and on the dates indicated:
|
Signature |
|
Name and Title |
|
Date |
|
|
|
|
|
|
|
/s/ Larry D. Franklin |
|
President, Chief Executive Officer (Principal Executive Officer), Chairman of the Board of Directors and Director |
|
June 7, 2013 |
|
Larry D. Franklin | ||||
|
|
|
|
|
|
|
/s/ Douglas C. Shepard |
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
June 7, 2013 |
|
Douglas C. Shepard | ||||
|
|
|
|
|
|
|
/s/ Judy C. Odom |
|
Director |
|
June 7, 2013 |
|
Judy C. Odom |
|
|
|
|
|
|
|
|
|
|
|
/s/ David L. Copeland |
|
Director |
|
June 7, 2013 |
|
David L. Copeland |
|
|
|
|
|
|
|
|
|
|
|
/s/ William F. Farley |
|
Director |
|
June 7, 2013 |
|
William F. Farley |
|
|
|
|
|
|
|
|
|
|
|
|
|
Director |
|
June 7, 2013 |
|
Karen A. Puckett |
|
|
|
|
|
|
|
|
|
|
|
/s/ Christopher M. Harte |
|
Director |
|
June 7, 2013 |
|
Christopher M. Harte |
|
|
|
|
|
|
|
|
|
|
|
/s/ Stephen E. Carley |
|
Director |
|
June 7, 2013 |
|
Stephen E. Carley |
|
|
|
|
|
|
|
|
|
|
|
|
|
Director |
|
June 7, 2013 |
|
Scott C. Key |
|
|
|
|