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<TITLE>Form 8-K</TITLE>
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 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION
</B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM 8-K
</B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>PURSUANT
TO SECTION&nbsp;13 OR 15(d) </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>OF THE SECURITIES EXCHANGE ACT OF 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>November&nbsp;25, 2013 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report (Date of Earliest Event Reported) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>HARRIS
INTERACTIVE INC. </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact Name of Registrant as Specified in Charter) </B></P>
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<TD VALIGN="top" ALIGN="center"><B>Delaware</B></TD>
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<TD VALIGN="top" ALIGN="center"><B>000-27577</B></TD>
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<TD VALIGN="top" ALIGN="center"><B>16-1538028</B></TD></TR>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(State or other jurisdiction</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>of incorporation)</B></P></TD>
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<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>File Number)</B></P></TD>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(IRS Employer</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Identification Number)</B></P></TD></TR>
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<TD VALIGN="top" ALIGN="center"><B>60 Corporate Woods, Rochester, New York</B></TD>
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<TD VALIGN="top" ALIGN="center"><B>14623</B></TD></TR>
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<TD VALIGN="top" ALIGN="center"><B>(Address of Principal Executive Offices)</B></TD>
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<TD VALIGN="top" ALIGN="center"><B>(Zip Code)</B></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Registrant&#146;s Telephone Number Including Area Code: (585)&nbsp;272-8400 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Not Applicable </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Former
Name or Former Address, if Changed Since Last Report) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;1.01 Entry into a Material Definitive Agreement. </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>The Merger Agreement </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On November&nbsp;25,
2013, Harris Interactive Inc., a Delaware corporation (the &#147;<U>Company</U>&#148;), entered into an Agreement and Plan of Merger (the &#147;<U>Merger Agreement</U>&#148;) with Nielsen Holdings N.V., a Netherlands entity
(&#147;<U>Parent</U>&#148;), and Prime Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (&#147;<U>Acquisition Sub</U>&#148;). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions
thereof, Acquisition Sub has agreed to commence a tender offer (the &#147;<U>Offer</U>&#148;) to purchase all of the outstanding shares of the common stock, par value $0.001 per share, of the Company, together with the preferred share purchase
rights attached thereto issued pursuant to the Rights Agreement (defined below) (the &#147;<U>Common Stock</U>&#148;), at a price per share of $2.00, as may be adjusted (based on the Company&#146;s cash and cash equivalents) pursuant to the Merger
Agreement (the &#147;<U>Offer Price</U>&#148;), net to the holder thereof in cash, without interest and subject to any applicable tax withholding. Under the terms of the Merger Agreement, immediately following the closing of the Offer, the parties
to the Merger Agreement will take all necessary and appropriate action in order to cause the Merger (as defined below) to become effective without a stockholders&#146; meeting in accordance with Section&nbsp;251(h) of the Delaware General
Corporation Law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Board of Directors of the Company (the &#147;<U>Board</U>&#148;) unanimously approved the Merger Agreement and the
transactions contemplated therein, including the Offer and the merger of Acquisition Sub with and into the Company, with the Company as the surviving corporation and a wholly-owned subsidiary of Parent (the &#147;<U>Merger</U>&#148;). The Board
intends to file a Solicitation/ Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission (&#147;<U>SEC</U>&#148;) recommending that holders of Common Stock tender their shares into the Offer. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Merger Agreement provides that Parent will cause Acquisition Sub to commence, and Acquisition Sub will commence, the Offer within 10
business days of the date of the Merger Agreement. The Offer will initially remain open for 34 business days and the final Offer Price will be calculated based on a 10-day reference period before and after a reference date occurring on the later of
(x)&nbsp;20 business days following commencement of the Offer and (y)&nbsp;January&nbsp;9, 2014. The final Offer Price will be announced promptly after it has been finally determined. Consummation of the Offer is subject to a number of conditions,
including (i)&nbsp;the valid tender of the number of shares of Common Stock that would represent at least a majority of the outstanding shares of Common Stock, on a fully diluted basis; (ii)&nbsp;holders of no more than 13% of the Common Stock have
demanded (and not withdrawn) appraisal under Section&nbsp;262 of the Delaware General Corporation Law; (iii)&nbsp;the receipt of required antitrust approval, as and to the extent applicable; (iv)&nbsp;the absence of any law or order restraining,
prohibiting or making illegal the consummation of the Offer; (v)&nbsp;the accuracy of the representations and warranties of the Company (generally subject to Company Material Adverse Effect (as defined in the Merger Agreement) or other materiality
qualifications); (vi)&nbsp;material compliance by the Company with its covenants and agreements under the Merger Agreement; and (vii)&nbsp;the absence of a Company Material Adverse Effect. The Offer is not subject to any financing condition. Subject
to the satisfaction or waiver of the conditions to the Offer, Parent will cause Acquisition Sub to accept for payment, and Acquisition Sub will accept for payment, all shares of Common Stock validly tendered and not validly withdrawn as promptly as
practicable following the Offer&#146;s expiration (the &#147;<U>Acceptance Time</U>&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As of Acceptance Time, each option to
purchase shares of Common Stock (each, an &#147;<U>Option</U>&#148;) that is outstanding and unexercised will fully vest and become exercisable. To the extent not exercised prior to the effective time of the Merger, upon the effective time each such
Option will be canceled and the holder thereof shall be entitled to receive an amount in cash determined by multiplying (i)&nbsp;the excess, if any, of the Offer Price over the applicable exercise price per share of Common Stock of such Option, by
(ii)&nbsp;the number of shares of Common Stock such holder could have purchased had such holder exercised such Option in full immediately prior to the effective time of the Merger, less any required withholding taxes. Immediately prior to the
Acceptance Time, each restricted share of Common Stock will automatically cease to be subject to any forfeiture or vesting conditions and, at the effective time of the Merger, each such restricted share will be converted into, and canceled in
exchange for, the right to receive an amount in cash equal to the Offer Price, subject to any required withholding taxes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Upon the
effective time of the Merger, each share of Common Stock (except for any treasury shares, any shares held by stockholders who have perfected their appraisal rights under Delaware law and any shares held by the Company, Parent, Acquisition Sub or
their respective subsidiaries) will be canceled and converted into the right to receive an amount in cash equal to the Offer Price, subject to any required withholding taxes. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Merger Agreement contains customary representations and warranties of the Company, Parent and Acquisition Sub. The Merger Agreement also
contains customary covenants and agreements, including with respect to the operation of the business of the Company and its subsidiaries between signing and closing, governmental filings and approvals, public disclosures and similar matters.
</P>

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The Company is subject to a &#147;no-shop&#148; restriction on its ability to solicit alternative acquisition proposals, and to provide information to and engage in discussions with third
parties. The no-shop restriction is subject to provisions that allow the Company under certain circumstances to provide information and participate in discussions with respect to unsolicited alternative acquisition proposals. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Prior to the Acceptance Time, subject to compliance with certain obligations described below, the Company may terminate the Merger Agreement
to enter into a definitive agreement with respect to a Superior Proposal (as defined in the Merger Agreement) or the Board may change its recommendation to the Company&#146;s stockholders regarding tendering into the Offer if the Board determines in
good faith, after consultation with outside legal counsel, that the failure to take such action could be reasonably likely to result in a breach of the directors&#146; fiduciary duties under applicable law. The Company may not terminate the Merger
Agreement under the above &#147;fiduciary out&#148; or change its recommendation to the Company&#146;s stockholders unless (i)&nbsp;the Company gives Parent five days&#146; notice that the Company intends to take such action and the Company provides
Parent certain relevant information; (ii)&nbsp;during this five day period, the Company must engage in good faith negotiations with Parent (to the extent Parent wishes to negotiate) regarding changes to the terms and conditions of the Merger
Agreement; and (iii)&nbsp;after such five day period, the Board determines in good faith, after consultation with its financial advisors and outside legal counsel and taking into account any offers to adjust the terms of the Merger Agreement made by
Parent during this five day period, that failure to make a recommendation change or terminate the Merger Agreement to enter into an alternative transaction agreement with respect to a Superior Proposal could be reasonably likely to result in a
breach of the directors&#146; fiduciary duties under Delaware law. In addition to the foregoing termination rights, either party may terminate the Merger Agreement if the Merger is not consummated before March&nbsp;31, 2014 (the &#147;<U>End
Date</U>&#148;). The Merger Agreement provides that, upon termination of the Merger Agreement under specified circumstances, the Company will be required to pay Parent a termination fee of $3.7 million. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing description of the Merger Agreement and the transactions contemplated thereby is qualified in its entirety by reference to the
full text of the Merger Agreement attached hereto as Exhibit 2.1, which is incorporated herein by reference. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The representations,
warranties and covenants of the parties contained in the Merger Agreement have been made solely for the benefit of such parties. In addition, such representations, warranties and covenants (i)&nbsp;have been made only for purposes of the Merger
Agreement, (ii)&nbsp;have been qualified by confidential disclosures made by the parties to each other in connection with the Merger Agreement, (iii)&nbsp;are subject to materiality qualifications contained in the Merger Agreement which may differ
from what may be viewed as material by investors, (iv)&nbsp;were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement and (v)&nbsp;have been included in the Merger Agreement for the purpose of
allocating risk between the contracting parties rather than establishing matters as facts. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not
to provide investors with any other factual information regarding the parties or their respective businesses. Investors should not rely on the representations, warranties or covenants, or any descriptions thereof, as characterizations of the actual
state of facts or condition of the parties or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which
subsequent information may or may not be fully reflected in the parties&#146; public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the parties, the Offer
and the Merger that is or will be contained in, or incorporated by reference into, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, that will be filed with the SEC by Acquisition
Sub and Parent and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by the Company, and the other documents that the parties will file, with the SEC. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Tender and Support Agreements </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Concurrently with the execution and delivery of the Merger Agreement, on November&nbsp;25, 2013, certain of the directors of the Company (and
certain stockholders affiliated with one of the directors) entered into tender and support agreements (the &#147;<U>Tender and Support Agreements</U>&#148;) with Parent and Acquisition Sub, pursuant to which such directors (and affiliated
stockholders) agreed, among other things, to tender his or its Common Stock pursuant to the Offer and, if necessary, vote his or its Common Stock in favor of each of the actions contemplated by the Merger Agreement and any action in furtherance of
any of the foregoing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Tender and Support Agreements terminate upon the earlier of (i)&nbsp;termination of the Merger Agreement in
accordance with its terms, (ii)&nbsp;the effective time of the Merger, (iii)&nbsp;the first business day following the End Date, (iv)&nbsp;the date of any amendment to the Merger Agreement that reduces the amount or changes the form of the
consideration currently contemplated in the Merger Agreement to be paid in the Offer or the Merger, (v)&nbsp;the termination or withdrawal of the Offer by Parent or the Acquisition Sub and (vi)&nbsp;the expiration of the Offer without Acquisition
Sub having accepted for payment validly tendered shares of Common Stock. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As of November&nbsp;25, 2013, approximately 11.6% of the outstanding Common Stock is subject to
the Tender and Support Agreements. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing description of the Tender and Support Agreements and the transactions contemplated
thereby is qualified in its entirety by reference to the full text of the form of Tender and Support Agreement attached hereto as Exhibit 10.1, which was executed by individual stockholders, and the form of Tender and Support Agreement attached
hereto as Exhibit 10.2, which was executed by an individual stockholder and affiliated entities, both of which are incorporated herein by reference. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Rights Agreement Amendment </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company
entered into Amendment No.&nbsp;1, dated as of November&nbsp;25, 2013 (the &#147;<U>Rights Agreement Amendment</U>&#148;), to the Rights Agreement, dated March&nbsp;11, 2005, by and between the Company and American Stock Transfer&nbsp;&amp; Trust
Company, as Rights Agent (the &#147;<U>Rights Agreement</U>&#148;). The Rights Agreement Amendment was entered into in order to ensure that none of the Merger Agreement, the Offer, the Merger or the consummation of any other transaction contemplated
by the Merger Agreement triggers the distribution and/or exercise of the Rights (as defined in the Rights Agreement). Under the Rights Agreement Amendment, no party to the Merger Agreement or the related transactions will be or become an Acquiring
Person (as defined in the Rights Agreement) or be deemed a Beneficial Owner (as defined in the Rights Agreement) solely by reason of, among other things, the approval, execution, delivery, performance or public announcement of the Merger Agreement,
the Offer, the Merger or the other transactions contemplated by the Merger Agreement. The Rights Agreement Amendment further provides that all Rights established under the Rights Agreement will automatically expire immediately prior to the effective
time of the Merger. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing description of the Rights Agreement Amendment is qualified in its entirety by reference to the full
text of the Rights Agreement Amendment attached hereto as Exhibit 10.3, which is incorporated herein by reference. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;3.03 Material
Modification to Rights of Security Holders. </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">See the description set out under &#147;Item 1.01 - Entry into a Material Definitive
Agreement,&#148; which is incorporated by reference into this Item&nbsp;3.03. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Simultaneous with the Company entering into
the Merger Agreement on November&nbsp;25, 2013, the Company entered into amended and restated employment agreements with Al Angrisani, Eric W. Narowski, Marc H. Levin, Todd Myers and Michael de Vere (the &#147;<U>Restated Employment
Agreements</U>&#148;). The employment agreements were amended and restated to, among other things, clarify the definition of change in control used in such agreements and to harmonize it with the definition of change in control used in the Harris
Interactive Inc. 2007 Long-Term Incentive Plan. The restated employment agreements for Mr.&nbsp;Narowski and Mr.&nbsp;Levin also include a transaction bonus in the amount of $150,000 for Mr.&nbsp;Narowski and $250,000 for Mr.&nbsp;Levin, to be paid
in cash to each executive at the effective time of the Merger, so long as the executive remains employed with the Company through the effective time of the Merger, or upon the termination of the executive&#146;s employment by the Company without
cause or by the executive for good reason, as such terms are defined in their respective restated employment agreements, prior to the effective time of the Merger. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing description of the Restated Employment Agreements is qualified in its entirety by reference to the full text of the Restated
Employment Agreements attached hereto as Exhibits 10.4, 10.5, 10.6, 10.7 and 10.8, which are incorporated herein by reference. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;8.01 Other
Events. </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On November&nbsp;25, 2013, the Company issued a press release announcing entry into the Merger Agreement. A copy of the press
release was filed as Exhibit 99.1 to the Company&#146;s Report on Form 8-K filed on November&nbsp;25, 2013. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Notice to Investors </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Offer has not yet commenced, and this document is neither an offer to purchase nor a solicitation of an offer to sell any shares of the
common stock of the Company or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the SEC by
</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
Acquisition Sub and Parent and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by the Company. The offer to purchase shares of Common Stock will only be made
pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT
REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of these statements (when available) and other documents
filed with the SEC at the website maintained by the SEC at www.sec.gov. In addition, the Solicitation/Recommendation Statement and related documents (when available) may be obtained for free by contacting the investor relations department of the
Company at mburns@harrisinteractive.com. The Offer to Purchase and related documents (when available) may be obtained for free by contacting the investor relations department of Parent at kate.vanek@nielsen.com or by directing such requests to the
Information Agent for the tender offer which will be named in the tender offer statement. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Cautionary Note Regarding Forward-Looking Statements
</B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This document includes statements that constitute &#147;forward-looking statements&#148;, which may be identified by words such as
&#145;will&#146;, &#145;expect&#146;, &#145;should&#146;, &#145;could&#146;, &#145;shall&#146; and similar expressions. These statements are subject to risks and uncertainties concerning Parent&#146;s proposed acquisition of the Company, the
Company&#146;s expected financial performance, as well as the Company&#146;s strategic and operational plans, and actual results and events could differ materially from what presently is expected. The potential risks and uncertainties include the
possibility that the transaction will not close or that the closing may be delayed; the possibility that the conditions to the closing of the transaction may not be satisfied; the risk that competing offers will be made; the transaction may involve
unexpected costs, liabilities or delays; the outcome of any legal proceedings related to the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement; general
economic conditions; conditions in the markets Parent and the Company are engaged in; behavior of customers, suppliers and competitors (including their reaction to the transaction); technological developments; as well as legal and regulatory rules
affecting Parent&#146;s and the Company&#146;s business and specific risk factors discussed in other releases and public filings made by Parent and the Company (including their respective filings with the SEC). This list of factors is not intended
to be exhaustive. Such forward-looking statements only speak as of the date of this press release, and we assume no obligation to update any written or oral forward-looking statement made by us or on our behalf as a result of new information, future
events, or other factors. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;9.01 Financial Statements and Exhibits. </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(d) <I>Exhibits</I>. <I></I> </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD></TD>
<TD VALIGN="bottom" WIDTH="6%"></TD>
<TD WIDTH="92%"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:25.30pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Exhibit<BR>No.</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:39.50pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Description</B></P></TD></TR>


<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>&nbsp;&nbsp;2.1*</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Agreement and Plan of Merger, dated as of November 25, 2013, by and among Harris Interactive Inc., Nielsen Holdings N.V. and Prime Acquisition Corp.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Form of Tender and Support Agreement (executed by individual stockholder), dated as of November 25, 2013, by and among Nielsen Holdings N.V., Prime Acquisition Corp. and certain stockholders of Harris Interactive Inc.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Form of Tender and Support Agreement (executed by an individual stockholder and affiliated entities), dated as of November 25, 2013, by and among Nielsen Holdings N.V., Prime Acquisition Corp. and certain stockholders of Harris
Interactive Inc.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.3</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amendment No. 1 to Rights Agreement, dated November 25, 2013, by and between Harris Interactive Inc. and American Stock Transfer &amp; Trust Company, as Rights Agent</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.4</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated Employment Agreement, dated November 25, 2013, by and between Harris Interactive Inc. and Al Angrisani</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.5</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated Employment Agreement, dated November 25, 2013, by and between Harris Interactive Inc. and Eric W. Narowski</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.6</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated Employment Agreement, dated November 25, 2013, by and between Harris Interactive Inc. and Marc H. Levin</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.7</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated Employment Agreement, dated November&nbsp;25, 2013, by and between Harris Interactive Inc. and Todd Myers</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.8</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated Employment Agreement, dated November 25, 2013, by and between Harris Interactive Inc. and Michael de Vere</TD></TR>
</TABLE> <P STYLE="line-height:8.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000;width:10%">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">*</TD>
<TD ALIGN="left" VALIGN="top">Certain of the schedules and similar attachments are not filed but Harris Interactive Inc. undertakes to furnish a copy of the schedules or similar attachments to the SEC upon request. </TD></TR></TABLE>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="13%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="86%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>HARRIS INTERACTIVE INC.</B></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Registrant)</TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Eric W. Narowski</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom">Eric W. Narowski</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Chief Financial Officer</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">(Principal Financial
Officer)</P></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Dated: November&nbsp;25, 2013 </P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EXHIBIT INDEX </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD></TD>
<TD VALIGN="bottom" WIDTH="6%"></TD>
<TD WIDTH="92%"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:25.30pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Exhibit<BR>No.</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:39.50pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Description</B></P></TD></TR>


<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>&nbsp;&nbsp;2.1*</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Agreement and Plan of Merger, dated as of November 25, 2013, by and among Harris Interactive Inc., Nielsen Holdings N.V. and Prime Acquisition Corp.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Form of Tender and Support Agreement (executed by individual stockholder), dated as of November 25, 2013, by and among Nielsen Holdings N.V., Prime Acquisition Corp. and certain stockholders of Harris Interactive Inc.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Form of Tender and Support Agreement (executed by an individual stockholder and affiliated entities), dated as of November 25, 2013, by and among Nielsen Holdings N.V., Prime Acquisition Corp. and certain stockholders of Harris
Interactive Inc.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.3</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amendment No. 1 to Rights Agreement, dated November 25, 2013, by and between Harris Interactive Inc. and American Stock Transfer &amp; Trust Company, as Rights Agent</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.4</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated Employment Agreement, dated November 25, 2013, by and between Harris Interactive Inc. and Al Angrisani</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.5</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated Employment Agreement, dated November 25, 2013, by and between Harris Interactive Inc. and Eric W. Narowski</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.6</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated Employment Agreement, dated November 25, 2013, by and between Harris Interactive Inc. and Marc H. Levin</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.7</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated Employment Agreement, dated November 25, 2013, by and between Harris Interactive Inc. and Todd Myers</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.8</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated Employment Agreement, dated November 25, 2013, by and between Harris Interactive Inc. and Michael de Vere</TD></TR>
</TABLE> <P STYLE="line-height:8.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000;width:10%">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">*</TD>
<TD ALIGN="left" VALIGN="top">Certain of the schedules and similar attachments are not filed but Harris Interactive Inc. undertakes to furnish a copy of the schedules or similar attachments to the SEC upon request. </TD></TR></TABLE>
</BODY></HTML>
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{"company-data": {"conformed-name": "HARRIS INTERACTIVE INC", "cik": "0001094238", "assigned-sic": "8742", "irs-number": "161538028", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27577", "film-number": "131241504"}, "business-address": {"street1": "135 CORPORATE WOODS", "city": "ROCHESTER", "state": "NY", "zip": "14623-1457", "phone": "7162728400"}}
Form 8-K
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
November 25, 2013
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)
60 Corporate Woods, Rochester, New York
14623
(Address of Principal Executive Offices)
(Zip Code)
Registrant's Telephone Number Including Area Code: (585) 272-8400
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:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
The Merger Agreement
On November 25,
2013, Harris Interactive Inc., a Delaware corporation (the "
Company
"), entered into an Agreement and Plan of Merger (the "
Merger Agreement
") with Nielsen Holdings N.V., a Netherlands entity
("
Parent
"), and Prime Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("
Acquisition Sub
"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions
thereof, Acquisition Sub has agreed to commence a tender offer (the "
Offer
") to purchase all of the outstanding shares of the common stock, par value $0.001 per share, of the Company, together with the preferred share purchase
rights attached thereto issued pursuant to the Rights Agreement (defined below) (the "
Common Stock
"), at a price per share of $2.00, as may be adjusted (based on the Company's cash and cash equivalents) pursuant to the Merger
Agreement (the "
Offer Price
"), net to the holder thereof in cash, without interest and subject to any applicable tax withholding. Under the terms of the Merger Agreement, immediately following the closing of the Offer, the parties
to the Merger Agreement will take all necessary and appropriate action in order to cause the Merger (as defined below) to become effective without a stockholders' meeting in accordance with Section 251(h) of the Delaware General
Corporation Law.
The Board of Directors of the Company (the "
Board
") unanimously approved the Merger Agreement and the
transactions contemplated therein, including the Offer and the merger of Acquisition Sub with and into the Company, with the Company as the surviving corporation and a wholly-owned subsidiary of Parent (the "
Merger
"). The Board
intends to file a Solicitation/ Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission ("
SEC
") recommending that holders of Common Stock tender their shares into the Offer.
The Merger Agreement provides that Parent will cause Acquisition Sub to commence, and Acquisition Sub will commence, the Offer within 10
business days of the date of the Merger Agreement. The Offer will initially remain open for 34 business days and the final Offer Price will be calculated based on a 10-day reference period before and after a reference date occurring on the later of
(x) 20 business days following commencement of the Offer and (y) January 9, 2014. The final Offer Price will be announced promptly after it has been finally determined. Consummation of the Offer is subject to a number of conditions,
including (i) the valid tender of the number of shares of Common Stock that would represent at least a majority of the outstanding shares of Common Stock, on a fully diluted basis; (ii) holders of no more than 13% of the Common Stock have
demanded (and not withdrawn) appraisal under Section 262 of the Delaware General Corporation Law; (iii) the receipt of required antitrust approval, as and to the extent applicable; (iv) the absence of any law or order restraining,
prohibiting or making illegal the consummation of the Offer; (v) the accuracy of the representations and warranties of the Company (generally subject to Company Material Adverse Effect (as defined in the Merger Agreement) or other materiality
qualifications); (vi) material compliance by the Company with its covenants and agreements under the Merger Agreement; and (vii) the absence of a Company Material Adverse Effect. The Offer is not subject to any financing condition. Subject
to the satisfaction or waiver of the conditions to the Offer, Parent will cause Acquisition Sub to accept for payment, and Acquisition Sub will accept for payment, all shares of Common Stock validly tendered and not validly withdrawn as promptly as
practicable following the Offer's expiration (the "
Acceptance Time
").
As of Acceptance Time, each option to
purchase shares of Common Stock (each, an "
Option
") that is outstanding and unexercised will fully vest and become exercisable. To the extent not exercised prior to the effective time of the Merger, upon the effective time each such
Option will be canceled and the holder thereof shall be entitled to receive an amount in cash determined by multiplying (i) the excess, if any, of the Offer Price over the applicable exercise price per share of Common Stock of such Option, by
(ii) the number of shares of Common Stock such holder could have purchased had such holder exercised such Option in full immediately prior to the effective time of the Merger, less any required withholding taxes. Immediately prior to the
Acceptance Time, each restricted share of Common Stock will automatically cease to be subject to any forfeiture or vesting conditions and, at the effective time of the Merger, each such restricted share will be converted into, and canceled in
exchange for, the right to receive an amount in cash equal to the Offer Price, subject to any required withholding taxes.
Upon the
effective time of the Merger, each share of Common Stock (except for any treasury shares, any shares held by stockholders who have perfected their appraisal rights under Delaware law and any shares held by the Company, Parent, Acquisition Sub or
their respective subsidiaries) will be canceled and converted into the right to receive an amount in cash equal to the Offer Price, subject to any required withholding taxes.
The Merger Agreement contains customary representations and warranties of the Company, Parent and Acquisition Sub. The Merger Agreement also
contains customary covenants and agreements, including with respect to the operation of the business of the Company and its subsidiaries between signing and closing, governmental filings and approvals, public disclosures and similar matters.
The Company is subject to a "no-shop" restriction on its ability to solicit alternative acquisition proposals, and to provide information to and engage in discussions with third
parties. The no-shop restriction is subject to provisions that allow the Company under certain circumstances to provide information and participate in discussions with respect to unsolicited alternative acquisition proposals.
Prior to the Acceptance Time, subject to compliance with certain obligations described below, the Company may terminate the Merger Agreement
to enter into a definitive agreement with respect to a Superior Proposal (as defined in the Merger Agreement) or the Board may change its recommendation to the Company's stockholders regarding tendering into the Offer if the Board determines in
good faith, after consultation with outside legal counsel, that the failure to take such action could be reasonably likely to result in a breach of the directors' fiduciary duties under applicable law. The Company may not terminate the Merger
Agreement under the above "fiduciary out" or change its recommendation to the Company's stockholders unless (i) the Company gives Parent five days' notice that the Company intends to take such action and the Company provides
Parent certain relevant information; (ii) during this five day period, the Company must engage in good faith negotiations with Parent (to the extent Parent wishes to negotiate) regarding changes to the terms and conditions of the Merger
Agreement; and (iii) after such five day period, the Board determines in good faith, after consultation with its financial advisors and outside legal counsel and taking into account any offers to adjust the terms of the Merger Agreement made by
Parent during this five day period, that failure to make a recommendation change or terminate the Merger Agreement to enter into an alternative transaction agreement with respect to a Superior Proposal could be reasonably likely to result in a
breach of the directors' fiduciary duties under Delaware law. In addition to the foregoing termination rights, either party may terminate the Merger Agreement if the Merger is not consummated before March 31, 2014 (the "
End
Date
"). The Merger Agreement provides that, upon termination of the Merger Agreement under specified circumstances, the Company will be required to pay Parent a termination fee of $3.7 million.
The foregoing description of the Merger Agreement and the transactions contemplated thereby is qualified in its entirety by reference to the
full text of the Merger Agreement attached hereto as Exhibit 2.1, which is incorporated herein by reference.
The representations,
warranties and covenants of the parties contained in the Merger Agreement have been made solely for the benefit of such parties. In addition, such representations, warranties and covenants (i) have been made only for purposes of the Merger
Agreement, (ii) have been qualified by confidential disclosures made by the parties to each other in connection with the Merger Agreement, (iii) are subject to materiality qualifications contained in the Merger Agreement which may differ
from what may be viewed as material by investors, (iv) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement and (v) have been included in the Merger Agreement for the purpose of
allocating risk between the contracting parties rather than establishing matters as facts. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not
to provide investors with any other factual information regarding the parties or their respective businesses. Investors should not rely on the representations, warranties or covenants, or any descriptions thereof, as characterizations of the actual
state of facts or condition of the parties or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which
subsequent information may or may not be fully reflected in the parties' public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the parties, the Offer
and the Merger that is or will be contained in, or incorporated by reference into, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, that will be filed with the SEC by Acquisition
Sub and Parent and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by the Company, and the other documents that the parties will file, with the SEC.
Tender and Support Agreements
Concurrently with the execution and delivery of the Merger Agreement, on November 25, 2013, certain of the directors of the Company (and
certain stockholders affiliated with one of the directors) entered into tender and support agreements (the "
Tender and Support Agreements
") with Parent and Acquisition Sub, pursuant to which such directors (and affiliated
stockholders) agreed, among other things, to tender his or its Common Stock pursuant to the Offer and, if necessary, vote his or its Common Stock in favor of each of the actions contemplated by the Merger Agreement and any action in furtherance of
any of the foregoing.
The Tender and Support Agreements terminate upon the earlier of (i) termination of the Merger Agreement in
accordance with its terms, (ii) the effective time of the Merger, (iii) the first business day following the End Date, (iv) the date of any amendment to the Merger Agreement that reduces the amount or changes the form of the
consideration currently contemplated in the Merger Agreement to be paid in the Offer or the Merger, (v) the termination or withdrawal of the Offer by Parent or the Acquisition Sub and (vi) the expiration of the Offer without Acquisition
Sub having accepted for payment validly tendered shares of Common Stock.
As of November 25, 2013, approximately 11.6% of the outstanding Common Stock is subject to
the Tender and Support Agreements.
The foregoing description of the Tender and Support Agreements and the transactions contemplated
thereby is qualified in its entirety by reference to the full text of the form of Tender and Support Agreement attached hereto as Exhibit 10.1, which was executed by individual stockholders, and the form of Tender and Support Agreement attached
hereto as Exhibit 10.2, which was executed by an individual stockholder and affiliated entities, both of which are incorporated herein by reference.
Rights Agreement Amendment
The Company
entered into Amendment No. 1, dated as of November 25, 2013 (the "
Rights Agreement Amendment
"), to the Rights Agreement, dated March 11, 2005, by and between the Company and American Stock Transfer & Trust
Company, as Rights Agent (the "
Rights Agreement
"). The Rights Agreement Amendment was entered into in order to ensure that none of the Merger Agreement, the Offer, the Merger or the consummation of any other transaction contemplated
by the Merger Agreement triggers the distribution and/or exercise of the Rights (as defined in the Rights Agreement). Under the Rights Agreement Amendment, no party to the Merger Agreement or the related transactions will be or become an Acquiring
Person (as defined in the Rights Agreement) or be deemed a Beneficial Owner (as defined in the Rights Agreement) solely by reason of, among other things, the approval, execution, delivery, performance or public announcement of the Merger Agreement,
the Offer, the Merger or the other transactions contemplated by the Merger Agreement. The Rights Agreement Amendment further provides that all Rights established under the Rights Agreement will automatically expire immediately prior to the effective
time of the Merger.
The foregoing description of the Rights Agreement Amendment is qualified in its entirety by reference to the full
text of the Rights Agreement Amendment attached hereto as Exhibit 10.3, which is incorporated herein by reference.
Item 3.03 Material
Modification to Rights of Security Holders.
See the description set out under "Item 1.01 - Entry into a Material Definitive
Agreement," which is incorporated by reference into this Item 3.03.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Simultaneous with the Company entering into
the Merger Agreement on November 25, 2013, the Company entered into amended and restated employment agreements with Al Angrisani, Eric W. Narowski, Marc H. Levin, Todd Myers and Michael de Vere (the "
Restated Employment
Agreements
"). The employment agreements were amended and restated to, among other things, clarify the definition of change in control used in such agreements and to harmonize it with the definition of change in control used in the Harris
Interactive Inc. 2007 Long-Term Incentive Plan. The restated employment agreements for Mr. Narowski and Mr. Levin also include a transaction bonus in the amount of $150,000 for Mr. Narowski and $250,000 for Mr. Levin, to be paid
in cash to each executive at the effective time of the Merger, so long as the executive remains employed with the Company through the effective time of the Merger, or upon the termination of the executive's employment by the Company without
cause or by the executive for good reason, as such terms are defined in their respective restated employment agreements, prior to the effective time of the Merger.
The foregoing description of the Restated Employment Agreements is qualified in its entirety by reference to the full text of the Restated
Employment Agreements attached hereto as Exhibits 10.4, 10.5, 10.6, 10.7 and 10.8, which are incorporated herein by reference.
Item 8.01 Other
Events.
On November 25, 2013, the Company issued a press release announcing entry into the Merger Agreement. A copy of the press
release was filed as Exhibit 99.1 to the Company's Report on Form 8-K filed on November 25, 2013.
Notice to Investors
The Offer has not yet commenced, and this document is neither an offer to purchase nor a solicitation of an offer to sell any shares of the
common stock of the Company or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the SEC by
Acquisition Sub and Parent and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by the Company. The offer to purchase shares of Common Stock will only be made
pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT
REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of these statements (when available) and other documents
filed with the SEC at the website maintained by the SEC at www.sec.gov. In addition, the Solicitation/Recommendation Statement and related documents (when available) may be obtained for free by contacting the investor relations department of the
Company at mburns@harrisinteractive.com. The Offer to Purchase and related documents (when available) may be obtained for free by contacting the investor relations department of Parent at kate.vanek@nielsen.com or by directing such requests to the
Information Agent for the tender offer which will be named in the tender offer statement.
Cautionary Note Regarding Forward-Looking Statements
This document includes statements that constitute "forward-looking statements", which may be identified by words such as
'will', 'expect', 'should', 'could', 'shall' and similar expressions. These statements are subject to risks and uncertainties concerning Parent's proposed acquisition of the Company, the
Company's expected financial performance, as well as the Company's strategic and operational plans, and actual results and events could differ materially from what presently is expected. The potential risks and uncertainties include the
possibility that the transaction will not close or that the closing may be delayed; the possibility that the conditions to the closing of the transaction may not be satisfied; the risk that competing offers will be made; the transaction may involve
unexpected costs, liabilities or delays; the outcome of any legal proceedings related to the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement; general
economic conditions; conditions in the markets Parent and the Company are engaged in; behavior of customers, suppliers and competitors (including their reaction to the transaction); technological developments; as well as legal and regulatory rules
affecting Parent's and the Company's business and specific risk factors discussed in other releases and public filings made by Parent and the Company (including their respective filings with the SEC). This list of factors is not intended
to be exhaustive. Such forward-looking statements only speak as of the date of this press release, and we assume no obligation to update any written or oral forward-looking statement made by us or on our behalf as a result of new information, future
events, or other factors.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
.
Exhibit
No.
Description
2.1*
Agreement and Plan of Merger, dated as of November 25, 2013, by and among Harris Interactive Inc., Nielsen Holdings N.V. and Prime Acquisition Corp.
10.1
Form of Tender and Support Agreement (executed by individual stockholder), dated as of November 25, 2013, by and among Nielsen Holdings N.V., Prime Acquisition Corp. and certain stockholders of Harris Interactive Inc.
10.2
Form of Tender and Support Agreement (executed by an individual stockholder and affiliated entities), dated as of November 25, 2013, by and among Nielsen Holdings N.V., Prime Acquisition Corp. and certain stockholders of Harris
Interactive Inc.
10.3
Amendment No. 1 to Rights Agreement, dated November 25, 2013, by and between Harris Interactive Inc. and American Stock Transfer & Trust Company, as Rights Agent
10.4
Amended and Restated Employment Agreement, dated November 25, 2013, by and between Harris Interactive Inc. and Al Angrisani
10.5
Amended and Restated Employment Agreement, dated November 25, 2013, by and between Harris Interactive Inc. and Eric W. Narowski
10.6
Amended and Restated Employment Agreement, dated November 25, 2013, by and between Harris Interactive Inc. and Marc H. Levin
10.7
Amended and Restated Employment Agreement, dated November 25, 2013, by and between Harris Interactive Inc. and Todd Myers
10.8
Amended and Restated Employment Agreement, dated November 25, 2013, by and between Harris Interactive Inc. and Michael de Vere
*
Certain of the schedules and similar attachments are not filed but Harris Interactive Inc. undertakes to furnish a copy of the schedules or similar attachments to the SEC upon request.
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:
Chief Financial Officer
(Principal Financial
Officer)
Dated: November 25, 2013
EXHIBIT INDEX
Exhibit
No.
Description
2.1*
Agreement and Plan of Merger, dated as of November 25, 2013, by and among Harris Interactive Inc., Nielsen Holdings N.V. and Prime Acquisition Corp.
10.1
Form of Tender and Support Agreement (executed by individual stockholder), dated as of November 25, 2013, by and among Nielsen Holdings N.V., Prime Acquisition Corp. and certain stockholders of Harris Interactive Inc.
10.2
Form of Tender and Support Agreement (executed by an individual stockholder and affiliated entities), dated as of November 25, 2013, by and among Nielsen Holdings N.V., Prime Acquisition Corp. and certain stockholders of Harris
Interactive Inc.
10.3
Amendment No. 1 to Rights Agreement, dated November 25, 2013, by and between Harris Interactive Inc. and American Stock Transfer & Trust Company, as Rights Agent
10.4
Amended and Restated Employment Agreement, dated November 25, 2013, by and between Harris Interactive Inc. and Al Angrisani
10.5
Amended and Restated Employment Agreement, dated November 25, 2013, by and between Harris Interactive Inc. and Eric W. Narowski
10.6
Amended and Restated Employment Agreement, dated November 25, 2013, by and between Harris Interactive Inc. and Marc H. Levin
10.7
Amended and Restated Employment Agreement, dated November 25, 2013, by and between Harris Interactive Inc. and Todd Myers
10.8
Amended and Restated Employment Agreement, dated November 25, 2013, by and between Harris Interactive Inc. and Michael de Vere
*
Certain of the schedules and similar attachments are not filed but Harris Interactive Inc. undertakes to furnish a copy of the schedules or similar attachments to the SEC upon request.