Harte Hanks,Inc. (NYSE:HHS) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ListingItem 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 3, 2017, Harte Hanks, Inc. (the “Company”) received a notice from the New York Stock Exchange (the “NYSE”) indicating that the Company is not in compliance with the NYSE’s continued listing requirements under the timely filing criteria established in Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the “2016 Form 10-K”) by March 31, 2017.
As previously reported by the Company in its Form 12b-25 filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2017 (the “Form 12b-25”), the Company’s delay in filing the 2016 Form 10-K is principally due to the additional time the Company requires to complete the preparation of its financial statements for the year ended December 31, 2016. The Company was delayed in completing the closing of its accounting books for the fiscal year ended December 31, 2016 primarily due to (i) unexpected complications required to account for the sale of the Company’s Trillium business (and calculate the tax therefor), which sale was completed on December 23, 2016, (ii) delays and complications in performing its annual goodwill impairment analysis, and (iii) additional time-consuming review, testing and evaluation related to potential material weaknesses in internal controls. These factors combined to result in a delay in the completion of the Company’s preparation of financial statements and audit thereon, and consequently the Company’s filing of the Form 10-K.
The NYSE informed the Company in its notice that the Company is required to issue a press release disclosing the delay in filing the 2016 Form 10-K, the reason for the delay and the anticipated filing date, if known. The Company issued such a press release on March 17, 2017 (a copy of which is attached as Exhibit 99.2 to the Company’s Form 8-K furnished to the SEC the same day).
The NYSE also informed the Company in its notice that, under the NYSE’s rules, the Company will have six months from March 16, 2017 to file its 2016 Form 10-K with the SEC. The Company can regain compliance with the NYSE continued listing requirements at any time before that date by filing the 2016 Form 10-K with the SEC. The Company will file the 2016 Form 10-K as soon as practicable. If the Company fails to file the 2016 Form 10-K before the NYSE’s compliance deadline, the NYSE may grant, at its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances. The notice from the NYSE also notes that the NYSE may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant.
About Harte Hanks, Inc. (NYSE:HHS)
Harte Hanks, Inc. (Harte Hanks) is a multi-channel marketing company. The Company’s Customer Interaction business offers a range of marketing services, in media from direct mail to e-mail, including agency and digital services; database marketing solutions and business-to-business lead generation; direct mail, and contact centers. Its agency services are customer engagement agencies specializing in direct and digital communications for both consumer and business-to-business markets. The Company’s digital solutions integrate online services within the marketing mix and include search engine management, display, digital analytics, Website development and design, digital strategy, social media, e-mail, e-commerce and interactive relationship management and a range of other services that support its core businesses. Harte Hanks, Inc. (NYSE:HHS) Recent Trading Information
Harte Hanks, Inc. (NYSE:HHS) closed its last trading session 00.00 at 1.33 with 52,453 shares trading hands.