0001193125-11-269476.txt : 20111012 0001193125-11-269476.hdr.sgml : 20111012 20111012170034 ACCESSION NUMBER: 0001193125-11-269476 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111012 DATE AS OF CHANGE: 20111012 GROUP MEMBERS: MILL ROAD CAPITAL GP LLC GROUP MEMBERS: SCOTT P. SCHARFMAN GROUP MEMBERS: THOMAS E. LYNCH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARRIS INTERACTIVE INC CENTRAL INDEX KEY: 0001094238 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 161538028 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57893 FILM NUMBER: 111138022 BUSINESS ADDRESS: STREET 1: 135 CORPORATE WOODS CITY: ROCHESTER STATE: NY ZIP: 14623-1457 BUSINESS PHONE: 7162728400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mill Road Capital, L.P. CENTRAL INDEX KEY: 0001435260 IRS NUMBER: 205432103 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 382 GREENWICH AVE STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-987-3500 MAIL ADDRESS: STREET 1: 382 GREENWICH AVE STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 d242833dsc13da.htm SCHEDULE 13D AMENDMENT NO. 2 Schedule 13D Amendment No. 2

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

 

Harris Interactive Inc.

(Name of Issuer)

 

 

 

Common Stock, par value $.001 per share

(Title of Class of Securities)

 

414549105

(CUSIP Number)

 

Mill Road Capital, L.P.

Attn: Thomas E. Lynch

382 Greenwich Avenue

Suite One

Greenwich, CT 06830

203-987-3500

 

With a copy to:

 

Peter M. Rosenblum, Esq.

Foley Hoag LLP

155 Seaport Blvd.

Boston, MA 02210

617-832-1151

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

October 10, 2011

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent.

 

 

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 414549105    13D    Page 2 of 8 Pages

 

  1.   

Names of Reporting Persons.

 

Thomas E. Lynch

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

    OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or Place of Organization

 

    USA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

     8.   

Shared Voting Power

 

    4,873,855

     9.   

Sole Dispositive Power

 

   10.   

Shared Dispositive Power

 

    4,873,855

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    4,873,855

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

    8.8%

14.

 

Type of Reporting Person (See Instructions)

 

    IN; HC

 


CUSIP No. 414549105    13D    Page 3 of 8 Pages

 

  1.   

Names of Reporting Persons.

 

Scott P. Scharfman

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

    OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or Place of Organization

 

    USA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

     8.   

Shared Voting Power

 

    4,873,855

     9.   

Sole Dispositive Power

 

   10.   

Shared Dispositive Power

 

    4,873,855

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    4,873,855

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

    8.8%

14.

 

Type of Reporting Person (See Instructions)

 

    IN; HC

 


CUSIP No. 414549105    13D    Page 4 of 8 Pages

 

  1.   

Names of Reporting Persons

 

Mill Road Capital GP LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

    OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or Place of Organization

 

    Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

    4,873,855

     8.   

Shared Voting Power

 

     9.   

Sole Dispositive Power

 

    4,873,855

   10.   

Shared Dispositive Power

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    4,873,855

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

    8.8%

14.

 

Type of Reporting Person (See Instructions)

 

    OO; HC

 


CUSIP No. 414549105    13D    Page 5 of 8 Pages

 

  1.   

Names of Reporting Persons.

 

Mill Road Capital, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

    WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or Place of Organization

 

    Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

    4,873,855

     8.   

Shared Voting Power

 

     9.   

Sole Dispositive Power

 

    4,873,855

   10.   

Shared Dispositive Power

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    4,873,855

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

    8.8%

14.

 

Type of Reporting Person (See Instructions)

 

    PN

 


CUSIP No. 414549105       Page 6 of 8 Page

 

This Amendment No. 2 to the joint statement on Schedule 13D with respect to the Common Stock, par value $.001 per share, of Harris Interactive Inc., a Delaware corporation, filed by certain of the undersigned on July 6, 2009 (the “Initial Filing”), and as amended by an Amendment No. 1 filed on October 29, 2009 (the Initial Filing as so amended, the “Schedule 13D”), amends the Schedule 13D as follows:

1. Items 2(b) and 2(c) of the Schedule 13D shall hereby be amended and restated in full as follows:

“(b) The business address of each of the Managers, and the address of the principal business and the principal office of the GP and the Fund, is 382 Greenwich Avenue, Suite One, Greenwich, CT 06830.

(c) The principal business of the GP is acting as the sole general partner of the Fund. The principal business of the Fund is investing in securities. The present principal occupation or employment of each Manager is as a management committee director of the GP and of Mill Road Capital Management LLC, a Delaware limited liability company, which provides advisory and administrative services to the GP and is located at 382 Greenwich Avenue, Suite One, Greenwich, CT 06830.

2. Item 3 of the Schedule 13D shall hereby be amended and restated in full as follows:

“Item 3. Source and Amount of Funds or Other Consideration

The Reporting Persons acquired beneficial ownership of an aggregate of 4,873,855 shares of Common Stock for $2,395,736.99 using working capital from the Fund and the proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Fund with a broker on customary terms and conditions.”

3. Item 5(a) of the Schedule 13D shall hereby be amended and restated in full as follows:

(a) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person’s cover page to this Schedule 13D, are based on a total of 55,651,735 shares of the Common Stock outstanding as of September 23, 2011, as reported in the most recently filed annual report of the Issuer on Form 10-K for the year ended June 30, 2011. All of the share numbers reported below, and on each Reporting Person’s cover page to this Schedule 13D, are as of October 12, 2011, unless otherwise indicated. The cover page to this Schedule 13D for each Reporting Person is incorporated by reference in its entirety into this Item 5(a).

The Fund directly holds, and thus has sole voting and dispositive power over, 4,873,855 shares of Common Stock. The GP, as sole general partner of the Fund, also has sole voting and dispositive power over these shares, and each of Messrs. Lynch and Scharfman has the shared authority to vote and dispose of these shares on behalf of the Fund. Accordingly, each of the Reporting Persons beneficially owns 4,873,855 shares of Common Stock, or approximately 8.8% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 4,873,855 shares of Common Stock, or approximately 8.8% of the outstanding shares of Common Stock.”


CUSIP No. 414549105       Page 7 of 8 Page

 

4. Item 5(c) of the Schedule 13D shall hereby be amended and restated in full as follows:

“(c) No Reporting Person, other than the Fund as set forth in the table below, effected any transaction in shares of the Common Stock from August 13, 2011 (the date 60 days before the filing of this Amendment No.2 to this Schedule 13D) until October 12, 2011:

 

Date of Purchase / Sale

   Shares
Purchased /
(Sold) (#)
     Avg. Purchase /
Sale Price per
Share ($)
 

10/10/2011

     500,000       $ 0.2700   
  

 

 

    

 

 

 

The above listed transaction was conducted in the ordinary course of business on the open market for cash. Purchases and sales have been aggregated daily, and purchase and sale prices do not reflect brokerage commissions paid.”

5. Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.

[signature page follows]


CUSIP No. 414549105       Page 8 of 8 Page

 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

DATE:  

October 12, 2011

MILL ROAD CAPITAL, L.P.
By:   Mill Road Capital GP LLC,
  its General Partner
By:  

/s/ Scott P. Scharfman

  Scott P. Scharfman
  Management Committee Director

MILL ROAD CAPITAL GP LLC

By:  

/s/ Scott P. Scharfman

  Scott P. Scharfman
  Management Committee Director
THOMAS E. LYNCH
By:  

/s/ Scott P. Scharfman

  Scott P. Scharfman, attorney-in-fact
SCOTT P. SCHARFMAN

/s/ Scott P. Scharfman

Scott P. Scharfman