false 0000045919 0000045919 2023-03-20 2023-03-20
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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
 
March 24, 2023 (March 20, 2023)
Date of Report (Date of Earliest Event Reported)
___________________________________________________
 
Harte Hanks, Inc.
(Exact Name of Registrant as Specified in its Charter)
___________________________________________________
Delaware
1-7120
74-1677284
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
     
1 Executive Drive, Suite 303
Chelmsford, Massachusetts 01824
(210) 829-9000
(Address of principal executive offices and Registrant’s telephone number, including area code)
___________________________________________________
 
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:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
HHS
NASDAQ
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
☐ Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
 
Item 3.03 Material Modification to Rights of Security Holders.
 
On March 20, 2023, Harte Hanks, Inc. (the “Company”) filed a Certificate of Elimination (the “Certificate of Elimination”) with the Delaware Secretary of State with respect to 1,000,000 authorized shares of Series A Preferred Stock, par value $1.00 per share (the “Series A Preferred Stock”). The Series A Preferred Stock had been designated pursuant to the Certificate of Designation of Rights, Preferences and Privileges of Series A Preferred Stock of Harte Hanks, Inc. filed with the Delaware Secretary of State on January 29, 2018. As of the date of the filing of the Certificate of Elimination, no shares of Series A Preferred Stock were outstanding. Upon filing the Certificate of Elimination, all shares of Series A preferred Stock were cancelled and all references to Series A Preferred Stock were removed from the books and records of the corporation.
 
The foregoing summary of the Certificate of Elimination is qualified in its entirety by reference to the full text of the Certificate of Elimination, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
 
Item 5.03 Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.
 
The disclosures set forth in Item 3.03 above are hereby incorporated into this Item 5.03 by reference.
 
Item 9.01 Financial Statements and Exhibits.
 
Exhibit
Description
3.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
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.
 
 
 
HARTE HANKS, INC.
   
     
     
 
By:
 /s/ Laurilee Kearnes
 
Name:
Laurilee Kearnes
 
Title:
Chief Financial Officer
Date: March 24, 2023
 
 

Exhibit 3.1

Delaware

 

The First State

 

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF “HARTE HANKS, INC.”, FILED IN THIS OFFICE ON THE TWENTIETH DAY OF MARCH, A.D. 2023, AT 11:23 O`CLOCK A.M.

 

CERTIFICATE OF ELIMINATION OF
CERTIFICATE OF DESIGNATION OF RIGHTS, PREFERENCES AND PRIVILEGES OF
SERIES A PREFERRED STOCK
OF
HARTS HANKS, INC.

 

MARCH 15.2023

 

Harte Hanks, Inc., a Delaware corporation (the “Corporation”), DOES HEREBY CERTIFY:

 

That, pursuant to authority conferred on the Board of Directors of the Corporation (the “Board of Directors”) by the Amended and Restated Certificate of Incorporation of the Corporation (as amended from time to time, the “Certificate of Incorporation”), and pursuant to the provisions of Section 151 of Title 8 of the Delaware General Corporation Law (the “DGCL”), the Board of Directors, by unanimous written consent on March 15, 2023, adopted the recitals and resolutions eliminating the Series A Certificate (as defined below), which recitals and resolutions are as follows:

 

WHEREAS, at a meeting held on January 17, 2018, the Board of Directors adopted resolutions creating and establishing the voting powers, designations, preferences, rights and qualifications, limitations and restrictions of nine thousand nine hundred and twenty-six (9,926) shares of Series A Preferred Stock, par value $1.00 per share, and a stated value equal to $1,000 per share (the “Series A Preferred Stock”), which voting powers, designations, preferences, rights and qualifications, limitations and restrictions are set forth in a Certificate of Designation of Rights, Preferences and Privileges of Series A Preferred Stock (the “Series A Certificate”);

 

WHEREAS, the Series A Certificate was filed with the Secretary of State of the State of Delaware on January 29, 2018;

 

WHEREAS, pursuant to that certain Securities Purchase Agreement, dated as of January 23, 2018, by and between the Corporation and Wipro, LLC d/b/a Wipro US Branch IT Services, a Delaware limited liability company (“Wipro”), Wipro acquired 9,926 shares of Series A Preferred Stock;

 

WHEREAS, pursuant to that certain Stock Repurchase Agreement, dated as of June 30, 2022, by and between Wipro and the Corporation, the Corporation repurchased. with a combination of cash and shares of the Corporation's common stock, par value $0.01 per share, all of the shares of Series A Preferred Stock held by Wipro, which constituted all of the then issued and outstanding shares of Series A Preferred Stock;

 

WHEREAS, no shares of Series A Preferred Stock currently remain outstanding and no shares of Series A Preferred Stock shall be issued subject to the Series A Certificate in the future; and

 

WHEREAS, the Board of Directors deems it to be in the best interests of the Corporation and its stockholders to eliminate the Series A Certificate and to eliminate and cancel all designation, rights, preferences and limitations of the shares of such series, and strike all references to Series A Preferred Stock from the books and records of the Corporation;

 

NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors by the provisions of the Certificate of Incorporation and in accordance with Section 151(g) of the DGCL, the Board of Directors hereby eliminates the Series A Certificate and eliminates and cancels all powers, designations, preferences, rights, qualifications, limitations and restrictions of the shares of Series A Preferred Stock, and strikes all references to Series A Preferred Stock from the books and records of the Corporation; and

 

BE IT RESOLVED, that all actions previously, concurrently, or subsequently taken by each and every duly appointed officer of the Corporation (each, an “Authorized Officer”) with respect to the foregoing resolutions and any other document contemplated by or related to the foregoing, whether described herein or not, and the transactions called for thereunder, as may be required to further evidence or to carry out the purposes and intent of the foregoing resolutions are hereby authorized, ratified and confirmed; and

 

BE IT RESOLVED, that each Authorized Officer is hereby authorized to prepare, execute and deliver such other agreements, certificates, instruments or documents, and to take such other actions, in the name of and on behalf of the Corporation, as such Authorized Officer may consider necessary or appropriate to carry out the intent of the foregoing resolutions, the execution and delivery thereof to be conclusive evidence of the approval of the Corporation of the documents so executed and the action so taken; and finally

 

BE IT RESOLVED, that this unanimous written consent may be executed in counterparts, all of which when taken together shall be deemed to be the unanimous written consent of the Board of Directors.

 

[Signature page follows]

 

 
 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be signed by and attested by its duly authorized officer as of the date first above written.

 

HARTE HANKS, INC.

 

By:         ex_492633img001.jpg

 

Name: Robert T. Wyman
Title: General Counsel