Harris Interactive Inc.
(Name of Issuer)
Common Shares, par value $0.001 per share
(Title of Class of Securities)
414549105
(CUSIP Number)
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Cédric de Bailliencourt
Tour Bolloré
31/32 quai de Dion Bouton
92800 Puteaux, France
Telephone: (33) 1 46 96 48 97
Telefax: (33) 1 46 96 48 76
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Nikolaos G. Andronikos, Esq.
Sullivan & Cromwell LLP
1 New Fetter Lane
London EC4A 1AN
United Kingdom
Telephone: (44) 20 7959 8470
Telefax: (44) 20 7959 8950
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 14, 2012
(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.
o
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 to be 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).
(Continued on following pages)
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CUSIP NO. 414549105
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Page 2 of 6 Pages
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1
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NAME OF REPORTING PERSONS.
Vincent Bolloré
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
x
(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
France
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
8,036,025
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
8,036,025
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,036,025
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.92%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*
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The denominator is based on 57,713,440 Common Shares outstanding as of November 9, 2012, as reported by the Issuer on its Form 10-Q filed with the U.S. Securities and Exchange Commission on November 14, 2012.
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CUSIP NO. 414549105
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Page 3 of 6 Pages
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1
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NAME OF REPORTING PERSONS.
Financière de Sainte-Marine
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
France
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
8,036,025
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
8,036,025
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,036,025
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.92%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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*
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The denominator is based on 57,713,440 Common Shares outstanding as of November 9, 2012, as reported by the Issuer on its Form 10-Q filed with the U.S. Securities and Exchange Commission on November 14, 2012.
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 10 to Statement on Schedule 13D (the “Amendment No. 10”) amends and supplements the Statement on Schedule 13D, originally filed on April 20, 2007, as amended and supplemented by Amendment No. 1 to Statement on Schedule 13D, filed on August 13, 2007, and as further amended and supplemented by Amendment No. 2 to Statement on Schedule 13D, filed on November 7, 2007, and as further amended and supplemented by Amendment No. 3 to Statement on Schedule 13D, filed on November 20, 2007, and as further amended and supplemented by Amendment No. 4 to Statement on Schedule 13D, filed on December 18, 2007, and as further amended and supplemented by Amendment No. 5 to Statement on Schedule 13D, filed on February 20, 2008, and as further amended and supplemented by Amendment No. 6 to Statement on Schedule 13D, filed on September 5, 2008, and as further amended and supplemented by Amendment No. 7 on Statement on Schedule 13D, filed on September 22, 2008, and as further amended and supplemented by Amendment No. 8 on Statement on Schedule 13D, filed on September 24, 2008, and as further amended and supplemented by Amendment No. 9 on Statement on Schedule 13D, filed on January 8, 2009 (the “Amendment No. 9”) and relates to the common shares, par value $0.001 per share (the “Common Shares”) of Harris Interactive Inc., a Delaware corporation (the “Issuer”), with its principal executive offices located at 60 Corporate Woods, Rochester, NY 14623.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No. 10 is being filed to reflect the change in the percentage of Common Shares beneficially owned by the Reporting Persons solely as a result of the change in the number of Common Shares outstanding as of November 9, 2012 as reported by the Issuer, compared to the number of Common Shares outstanding as of October 31, 2008 as reported by the Issuer, which was used as the basis of calculation for purposes of the Amendment No. 9.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a)-(c) is hereby replaced and superseded in its entirety by the following description:
(a) See items 11 and 13 of the cover pages to this Amendment No. 10 for the aggregate number and percentage of Common Shares beneficially owned by each of the Reporting Persons.
FdSM is the holder of record of
8,036,025
Common Shares, representing
13.92
% of the Issuer’s stock (an estimated
13.92
% of voting rights). Vincent Bolloré indirectly controls FdSM through his indirect controlling interests in a series of parent companies of FdSM, including Financière de l’Odet, Bolloré S.A., Plantations des Terres Rouges and Compagnie du Cambodge, all French companies, except for Plantations des Terres Rouges, which is a Luxembourg company. Thus, Vincent Bolloré may be considered to have beneficial ownership of the entire
8,036,025
Common Shares owned of record by FdSM, representing
13.92
% of the Issuer’s stock (an estimated 13.92% of voting rights).
(b) See items 7 through 10 of the cover pages to this Amendment No. 10 for the number of Common Shares beneficially owned by each Reporting Person as to which there is the sole power to vote or to direct the vote, shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
FdSM has both voting and dispositive power with respect to the Common Shares indicated as owned of record by it in Item 5(a). However, Vincent Bolloré, who controls FdSM through his indirect controlling interests in the parent companies of FdSM, including those as specified in paragraph (a) above, directs the investments and voting of each of them. Thus, Mr. Bolloré shares voting and dispositive power with respect to the Common Shares owned by FdSM.
(c) No transactions were effected by the Reporting Persons during the period starting 60 days prior to the date hereof.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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Exhibit No.
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Exhibit Description
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Exhibit 1
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Information Concerning Reporting Persons and the President of FdSM.
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Exhibit 24.1
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Joint Filing Agreement and Power of Attorney, dated January 5, 2009, filed as Exhibit 24.1 to Amendment to Statement on Form 3 filed on January 8, 2009, and incorporated herein by reference.
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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.
Dated: November 16, 2012
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VINCENT BOLLORÉ
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By
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/s/ Cédric de Bailliencourt*
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Name:
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Cédric de Bailliencourt
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Title:
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Attorney-in-fact
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FINANCIÈRE DE SAINTE-MARINE
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By
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/s/ Cédric de Bailliencourt*
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Name:
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Cédric de Bailliencourt
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Title:
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Attorney-in-fact
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* Duly authorized under the Joint Filing Agreement and Power of Attorney, dated January 5, 2009, appointing Cédric de Bailliencourt and Gilles Alix agents and attorneys-in-fact, by and between Mr. Vincent Bolloré and FdSM, filed as Exhibit 24.1 to Statement on Form 3 filed on January 8, 2009 and incorporated herein by reference.
INDEX OF EXHIBITS
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Exhibit No.
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Exhibit Description
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Exhibit 1
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Information Concerning Reporting Persons and the President of FdSM.
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Exhibit 24.1
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Joint Filing Agreement and Power of Attorney, dated January 5, 2009, filed as Exhibit 24.1 to Amendment to Statement on Form 3 filed on January 8, 2009, and incorporated herein by reference.
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