Harris Interactive 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
March 6, 2012
Date of Report (Date of Earliest Event Reported)
HARRIS INTERACTIVE INC.
(Exact Name of Registrant as Specified in Charter)
Registrants Telephone Number Including Area Code: (212) 539-9600
(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:
Section 1 Registrants Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
In connection with the Board of Directors (the Board) of Harris Interactive Inc. (the Company) authorizing a share repurchase program as described in Item 8.01 below (the Repurchase Program), on March 9, 2012, the Company entered into a letter agreement (the Letter Agreement) with JPMorgan Chase Bank, National Association (JPMC). The Letter Agreement modifies the restrictions in Section 6.6 of the Amended and Restated Credit Agreement, dated as of June 30, 2010 (as amended, restated, supplemented, modified or otherwise in effect from time to time, the Credit Agreement), by and among the Company, the lenders party thereto and JPMC, as Administrative Agent and Issuing Bank, to permit the Company to repurchase an aggregate of up to $1 million of its common stock, $.001 par value, under the Repurchase Program.
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by the copy thereof being filed as Exhibit 10.1 hereto and which is incorporated by reference herein.
Section 8 Other Events
Item 8.01. Other Events.
On March 8, 2012, the Company issued a press release announcing the Boards approval of the Repurchase Program on March 6, 2012. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein. Repurchases under the Repurchase Program will be made at managements discretion in the open market or through privately negotiated transactions from time to time in compliance with applicable laws, rules, and regulations, subject to cash requirements for other purposes, and other relevant factors, such as trading price, trading volume, general market and business conditions, Company performance, and the Companys compliance with the covenants under the Credit Agreement. The share repurchase authorization does not obligate the Company to acquire any specific number of shares in any period, and may be modified, suspended, or discontinued at any time at the discretion of the Board. Share repurchases will be funded using cash generated from operations, and repurchased shares will be retired and returned to unissued status.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
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.
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.
HARRIS INTERACTIVE INC.
Dated: March 12, 2012