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
September 16, 2010
Date of Report (Date of Earliest Event Reported)
HARRIS INTERACTIVE INC.
(Exact Name of Registrant as Specified in Charter)
         
Delaware   000-27577   16-1538028
         
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (IRS Employer Identification
Number)
     
161 Sixth Avenue, New York, New York   10013
     
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s Telephone Number Including Area Code: (212) 539-9600
Not Applicable
 
(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:
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Section 3 — Securities and Trading Markets
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On September 16, 2010, Harris Interactive Inc. (the “Company”) received a notice (the “Notice”) from The Nasdaq Stock Market (“Nasdaq”) advising the Company that for 30 consecutive trading days preceding the date of the Notice, the bid price of the Company’s common stock had closed below the $1.00 per share minimum required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Marketplace Rule 5450(a)(1) (the “Minimum Bid Price Rule”). The Notice has no effect on the listing of the Company’s common stock at this time.
The Notice also stated that, pursuant to Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has been provided 180 calendar days, or until March 15, 2011, to regain compliance with the Minimum Bid Price Rule. To do so, the bid price of the Company’s common stock must close at or above $1.00 per share for a minimum of ten consecutive trading days prior to that date.
If compliance with the Minimum Bid Price Rule cannot be demonstrated by March 15, 2011, Nasdaq will provide written notification to the Company that the Company’s common stock is subject to delisting. At that time, the Company may either appeal Nasdaq’s delisting determination to a Nasdaq Listing Qualifications Panel (a “Nasdaq Panel”) or apply to transfer its common stock to The Nasdaq Capital Market, provided that the Company meets the initial listing criteria, with the exception of bid price, as set forth in Nasdaq Marketplace Rule 5505. If the Company was to elect to apply for such transfer, and if it meets the other initial listing criteria and its application is approved, the Company will be notified that it has been granted an additional 180 calendar days in which to regain compliance with the Minimum Bid Price Rule while on The Nasdaq Capital Market. If the Company’s application is not approved, Nasdaq will provide written notification that the Company’s common stock will be delisted. At that time, the Company may appeal the delisting determination to a Nasdaq Panel.
The Company intends to actively monitor the bid price for its common stock between now and March 15, 2011, and will consider available options to resolve the deficiency and regain compliance with the Minimum Bid Price Rule.

 


 

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.
         
  HARRIS INTERACTIVE INC.
(Registrant)
 
 
  By:   /s/ Eric W. Narowski    
    Name:   Eric W. Narowski   
    Title:   Interim Chief Financial Officer
(Principal Financial Officer) 
 
 
Dated: September 22, 2010