Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
HPOL > SEC Filings for HPOL > Form 8-K on 3-Feb-2014All Recent SEC Filings

Show all filings for HARRIS INTERACTIVE INC

Form 8-K for HARRIS INTERACTIVE INC


3-Feb-2014

Termination of a Material Definitive Agreement, Completion of Acquisition


Item 1.02 Termination of a Material Definitive Agreement.

In connection with the consummation of the Merger, each of (i) the Amended and Restated Credit Agreement, dated September 21, 2007 (as amended, modified and supplemented from time to time, the "Credit Agreement"), between JPMorgan Chase Bank, N.A., as administrative agent (the "Administrative Agent"), the lenders parties thereto and the Company, (ii) the Amended and Restated Master Guaranty, dated June 30, 2010, among certain subsidiaries of the Company in favor of the Administrative Agent for itself and the lenders parties to the Credit Agreement,
(iii) the Amended and Restated Master Securities Pledge Agreement, dated June 30, 2010, among certain subsidiaries of the Company and the Administrative Agent for itself and the other secured parties including the lenders parties to the Credit Agreement and (iv) the Amended and Restated Master Security Agreement, dated June 30, 2010, among certain subsidiaries of the Company and the Administrative Agent for itself and the other secured parties including the lenders parties to the Credit Agreement, were terminated on February 3, 2014.



Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure under the Introductory Note and Item 3.01 is incorporated herein by reference.



Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 3, 2014, the Company (i) notified the NASDAQ Stock Market LLC ("NASDAQ") of the consummation of the Merger and (ii) requested that NASDAQ
(x) halt trading in the Shares for February 3, 2014 and suspend trading of the Shares effective February 4, 2014 and (y) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the deregistration of the Common Stock and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.



Item 3.03 Material Modification to Rights of Security Holders.

The disclosure under the Introductory Note and Item 3.01 is incorporated herein by reference.



Item 5.01 Changes in Control of Registrant.

The disclosure under the Introductory Note and Item 3.01 is incorporated herein by reference.




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

In accordance with the terms of the Merger Agreement, the members of the board of directors of Purchaser became the members of the board of directors of the Surviving Corporation and accordingly each of Al Angrisani, David Brodsky, Steven L. Fingerhood, Howard L. Shecter and Antoine G. Treuille resigned as members of the board of directors (the "Board") of the Company and from all committees of the Board on which such directors served, effective immediately prior to the Effective Time. Each such director resigned in accordance with the terms of the Merger Agreement and not because of any disagreement with the Company.

In accordance with the terms of the Merger Agreement, Al Angrisani resigned as President and Chief Executive Officer of the Company, Eric W. Narowski resigned as Chief Financial Officer, Principal Accounting Officer and Global Controller of the Company and Marc H. Levin resigned as Chief Operating Officer, Chief Administrative Officer, General Counsel and Corporate Secretary effective immediately prior to the Effective Time. In addition, following the Effective Time, all of the other officers of the Company were replaced and the officers of Purchaser became the officers of the Surviving Corporation.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.

Pursuant to the terms of the Merger Agreement, the Company's certificate of incorporation was amended and restated in its entirety as set forth in Exhibit A to the Merger Agreement, effective as of the Effective Time. A copy of the Company's amended and restated certificate of incorporation is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, the Company's bylaws were amended and restated in their entirety as set forth in Exhibit B to the Merger Agreement, effective as of the Effective Time. A copy of the Company's amended and restated bylaws is included as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number                                    Description

  3.1        Amended and Restated Certificate of Incorporation of Harris
             Interactive Inc.*

  3.2        Amended and Restated Bylaws of Harris Interactive Inc.*

* Filed herewith.


  Add HPOL to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for HPOL - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.