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
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
June 13, 2011
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 | (Commission File Number) | (IRS Employer Identification | ||
incorporation) | Number) |
161 Sixth Avenue, New York, New York | 10013 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants 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 June 13, 2011, 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 Companys 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 Companys 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 December 12, 2011, to regain compliance with the Minimum
Bid Price Rule. To do so, the bid price of the Companys common stock must close at or above $1.00
per share for a minimum of 10 consecutive trading days prior to that date.
If compliance with the Minimum Bid Price Rule cannot be demonstrated by December 12, 2011, Nasdaq
will provide written notification to the Company that the Companys common stock is subject to
delisting. At that time, the Company may either appeal Nasdaqs 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
Companys application is not approved, Nasdaq will provide written notification that the Companys
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 December
12, 2011, and will consider available options to resolve the deficiency and regain compliance with
the Minimum Bid Price Rule.
Section 5 Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On June 13, 2011, the Company appointed Eric W. Narowski, Senior Vice President, Principal
Accounting Officer and Global Controller, as Interim Chief Financial Officer. He succeeds Pavan
Bhalla, who has served as the Companys Executive Vice President, Chief Financial Officer and
Treasurer since October 2010. Mr. Bhallas departure is not based on any disagreement with the
Companys accounting principles or practices, or financial statement disclosures.
Information concerning Mr. Narowskis age and business experience is set forth in the Companys
Annual Report on Form 10-K filed with the Securities and Exchange Commission (the SEC) on August
31, 2010, and is incorporated by reference herein. A brief description of the material terms of Mr.
Narowskis employment with the Company is set forth in the Companys Definitive Proxy Statement on
Schedule 14A filed with the SEC on September 13, 2010, and is incorporated by reference herein. In
recognition of his additional responsibilities, the Compensation Committee of the Board of the
Directors of the Company approved the following material
modifications to Mr. Narowskis compensatory arrangement with the Company, effective June 13, 2011:
| In addition to his annual base salary, Mr. Narowski will receive a monthly bonus of $3,500, payable in bi-weekly installments, during the period he serves as the Companys Interim Chief Financial Officer. | ||
| Except in connection with a change in control of the Company, in which case his 2007 change in control agreement with the Company will govern the payment of severance, if the Company terminates Mr. Narowskis employment without cause, he will be entitled to severance payments equal to six months of his base salary, payable in periodic installments in accordance with the Companys regular payroll practices. |
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)
(Registrant)
By: | /s/ Marc H. Levin | |||
Name: | Marc H. Levin | |||
Title: | Chief Administrative Officer, General Counsel and Corporate Secretary | |||
Dated: June 15, 2011