UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A/A
(Amendment No. 1)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

HARTE HANKS, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
74-1677284
(State or other jurisdiction
of incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
9601 McAllister Freeway, Suite 610, San Antonio, Texas
 

78216
(Address of principal executive offices)

 
(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered
 
Name of each exchange on which each class is to be registered
Common Stock, par value $1.00 per share
 

New York Stock Exchange


If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e) , check the following box o

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box o

Securities Act registration statement or Regulation A offering statement file number to which this form relates: N/A





Securities to be registered pursuant to Section 12(g) of the Act: None.





Explanatory Note

This Amendment No. 1 (this “Amendment”) to Form 8-A amends the information set forth in Item 1 of the Registration Statement on Form 8-A, filed with the Securities and Exchange Commission (the “Commission”) on October 7, 1993 (the “Form 8-A”) by Harte Hanks, Inc. (the “Company”).

No new securities are being registered pursuant to this Amendment, which is being filed solely to update the description of the Company's common stock, par value $1.00 per share (the “Common Stock”), included in the Form 8-A to reflect a reverse stock split of the Company's Common Stock at a ratio of one-for-ten and the related reduction in the Company’s authorized Common Stock.

Item 1.
Description of Registrant’s Securities to be Registered.

A reverse stock split (the “Reverse Stock Split”) of the Company’s Common Stock became effective on January 31, 2018 (the “Effective Time”). Pursuant to the Reverse Stock Split, every 10 shares of Common Stock which were issued and outstanding immediately prior to the Effective Time were automatically converted into one issued and outstanding share of Common Stock and the number of authorized shares of Common Stock that the Company is authorized to issue was reduced from 50,000,000 shares to 25,000,000 shares. No fractional shares of Common Stock were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock will receive a cash payment in lieu of such fractional shares. After the Reverse Stock Split, the Company’s Common Stock will have the same proportional voting rights and will be identical in all other respects to the Common Stock prior to the effectiveness of the Reverse Stock Split, except for minor changes and adjustments resulting from the treatment of fractional shares. The number of authorized shares of preferred stock that the Company is authorized to issue remains unchanged at 1,000,000 shares.

The foregoing summary of the Reverse Stock Split is not complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company.




Item 2. Exhibits.

Exhibit Number
Description
 
 
3.1
3.2
3.3

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
Harte Hanks, Inc.
Dated: January 31, 2018
 
By:     /s/ Robert L. R. Munden       
Robert L. R. Munden
Executive Vice President,
General Counsel & Secretary





CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
HARTE HANKS, INC.

Harte Hanks, Inc. (the “ Corporation ”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “ DGCL ”), hereby certifies as follows:

FIRST : The Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on October 1, 1970 and was amended by an Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on October 4, 1993 (as amended to date, the “ Certificate of Incorporation ”).

SECOND : The Board of Directors of the Corporation, acting in accordance with the provisions of Section 141 and Section 242 of the DGCL, has duly adopted resolutions approving an amendment to the Certificate of Incorporation by deleting the first sentence of Article Fourth in its entirety and replacing it with the following two paragraphs:

“FOURTH.    The aggregate number of shares of capital stock that the Corporation shall have the authority to issue is 26,000,000, of which 25,000,000 shares shall be Common Stock of the Corporation, par value $1.00 per share, and 1,000,000 shares shall be Preferred Stock, par value $1.00 per share.

Effective upon the filing of this Certificate of Amendment with the Secretary of State of the State of Delaware (the “ Effective Time ”), each 10 shares of the Corporation’s Common Stock issued and outstanding immediately prior to the Effective Time and issued and held in the treasury of the Corporation immediately prior to the Effective Time shall, automatically and without any action on the part of the Corporation or the respective holders thereof, be combined and reclassified into one validly issued, fully paid and nonassessable share of Common Stock without increasing or decreasing the par value of each share of Common Stock (the “ Reverse Stock Split ”); provided , however , that no fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, any person who would otherwise be entitled to a fractional share of the Corporation’s Common Stock as a result of the Reverse Stock Split shall be entitled to receive a cash payment (without interest) equal to the fair value thereof, as determined in good faith by the Board of Directors. Each stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock into which the shares of


Common Stock formerly represented by such certificate shall have been reclassified (as well as the right to receive cash in lieu of fractional shares of Common Stock after the Effective Time).
    
THIRD : The foregoing amendment was duly adopted by the stockholders of the Corporation in accordance with Section 242 of the DGCL.

FOURTH : The terms and provisions of this Certificate of Amendment shall become effective upon the filing of this Certificate of Amendment with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly adopted and executed in its corporate name and on its behalf by its duly authorized officer as of the 30th day of January, 2018.


HARTE HANKS, INC.
 
By:     /s/ Robert L. R. Munden       
Robert L. R. Munden
Executive Vice President,
General Counsel & Secretary