SC 13D/A: General Statement of Acquisition of Beneficial Ownership
Published on February 7, 2008
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D/A
Under
the
Securities Exchange Act of 1934
(Amendment
No. 15)*
HARRIS
& HARRIS GROUP, INC.
(Name
of
Issuer)
COMMON
STOCK, par value $ .01 per share
(Title
of
Class of Securities)
413833104
(CUSIP
Number)
Charles
E. Harris
Harris
& Harris Group, Inc.
111
West
57th
Street,
Suite 1100
New
York,
New York 10019
(212)
582-0900
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
April
27,
2007
(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).
Page
1
of 10
Pages
|
CUSIP
No. 413833104
|
13D/A
|
Page
2 of
10
Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
Charles
E. Harris
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
o
(see
instructions)
(b)
o
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED o
PURSUANT
TO ITEM 2(d) or 2(e)
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
1,564,009
Shares**
|
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER
1,564,009
Shares**
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,564,009
Shares**
|
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES o
CERTAIN
SHARES (see instructions)
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.16%
|
|
|
14
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
**Includes
524,450 shares owned directly by Charles E. Harris and 1,039,559 shares owned
directly by Susan T. Harris. Indirect beneficial ownership of Mrs. Harris’s
1,039,559 shares may be attributed to Mr. Harris. The 524,450 shares owned
directly by Mr. Harris include 221,530 options granted to Mr. Harris on June
26,
2006 (with a vesting date of December 26, 2006); 273,225 options granted to
Mr.
Harris on June 26, 2006 (with a vesting date of June 26, 2007); and 29,695
shares of Common Stock. Mr. Harris disclaims beneficial ownership of the
1,039,559 shares owned directly by Mrs. Harris.
|
CUSIP
No. 413833104
|
13D/A
|
Page
4 of
10 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
Susan
T. Harris
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
o
(see
instructions)
(b)
o
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED o
PURSUANT
TO ITEM 2(d) or 2(e)
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
1,564,009
Shares***
|
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER
1,564,009
Shares***
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,564,009
Shares***
|
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES o
CERTAIN
SHARES (see instructions)
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.16%
|
|
|
14
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
***Includes
1,039,559 shares owned directly by Susan T. Harris and 524,450 shares owned
directly by Charles E. Harris. Indirect beneficial ownership of Mr. Harris’s
524,450 shares may be attributed to Mrs. Harris. Mrs. Harris disclaims
beneficial ownership of the 524,450 shares owned directly by Mr. Harris.
|
CUSIP
No. 413833104
|
13D/A
|
Page
6 of
10
Pages
|
Item
1. Security
and Issuer.
The
class
of equity securities to which this statement relates is the common stock, par
value $.01 per share (the "Common Stock"), of Harris & Harris Group, Inc., a
New York Corporation (the "Company"). The address of the principal executive
offices of the Company is 111 West 57th
Street,
Suite 1100, New York, New York 10019.
Item
2. Identity
and Background.
(a) The
reporting persons are Charles E. Harris and Susan T. Harris (the “Reporting
Parties”).
(b) The
Reporting Parties' business address is Harris & Harris Group, Inc., 111 West
57th
Street,
Suite 1100, New York, New York 10019.
(c) Mr.
Harris is Chairman, Chief Executive Officer, and a Managing Director of the
Company. Mrs. Harris is a freelance financial writer and is Secretary of the
Company.
(d) Neither
of the Reporting Parties has during the last five years been convicted in a
criminal proceeding.
(e) The
Reporting Parties have not been and are not subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
(f) The
Reporting Parties are husband and wife and are citizens of the United States
of
America.
Item
3. Source
and Amount of Funds or Other Consideration.
The
increase in ownership was owing to the vesting of employee stock options.
Therefore, no funds were used in making a purchase.
Item
4. Purpose
of Transaction.
On
June
26, 2006, the Company granted Mr. Harris 273,225 stock options that vested
on
June 26, 2007. Pursuant to Rule 13d-3 under the Act, the Reporting Parties
are
deemed to be the beneficial owners of these options as of April 27, 2007, which
is 60 days prior to the vesting date. These options were granted to Mr. Harris
pursuant to the Company’s Equity Incentive Plan.
Item
5. Interest
in Securities of the Issuer.
|
(a)
|
As
of April 27, 2007, the Reporting Parties beneficially owned 1,564,009
shares or 7.16% of the Company’s Common Stock as
follows:
|
|
Amount
Beneficially Owned Directly
|
Percent
Common Stock
|
|
|
Mr.
Harris
|
524,450
|
2.40%
|
|
Mrs.
Harris
|
1,039,559
|
4.76%
|
|
(b)
|
The
Reporting Parties make independent decisions with respect to the
shares
beneficially owned or controlled by them individually.
|
|
(c)
|
The
Reporting Parties have not engaged in any transactions concerning
the
Company’s Common Stock within 60 days prior to the date of the event which
requires filing of this statement. From the date of the filing event
to
the present, Charles E. Harris has engaged in the following transactions
in the Company’s Common Stock:
|
|
Transaction
Date
|
Transaction
Type
|
Securities
Acquired
|
Securities
Sold
|
|
4/27/2007
|
Vesting
of Stock Options
|
273,225
|
|
|
8/14/2007
|
Exercise
of 20,600 stock options at $10.11 per share and sale of 20,600 shares
of
Common Stock at $10.72 per share*
|
20,600**
|
|
|
8/15/2007
|
Exercise
of 12,734 stock options at $10.11 per share and sale of 12,734 shares
of Common Stock at $10.74 per share*
|
|
12,734***
|
|
10/27/2007
|
Vesting
of Stock Options
|
20,000
|
|
|
10/28/2007
|
Vesting
of Stock Options
|
120,491
|
|
*Weighted
average price.
**Does
not include 650 options that were exercised, and the shares are
held.
***
Does
not include 421 options that were exercised, and the shares are
held.
(d) Not
applicable.
(e) Not
applicable.
Item
6. Contracts,
Arrangements, Understanding or Relationships
with
Respect to Securities of the Issuer.
Charles
E. Harris is a party to the following agreements:
The
Amended and Restated Employment Agreement between Harris & Harris Group,
Inc. and Charles E. Harris, dated August 2, 2007;
The
Harris & Harris Group, Inc. 2006 Equity Incentive Plan Incentive Stock
Option Agreement, dated June 26, 2006;
The
Harris & Harris Group, Inc. 2006 Equity Incentive Plan Non-Qualified Stock
Option Agreement, dated June 26, 2006; and
The
Harris & Harris Group, Inc. 2006 Equity Incentive Plan Non-Qualified Stock
Option Agreement, dated June 27, 2007.
Item
7. Material to be Filed as Exhibits.
(1)
The
Amended and Restated Employment Agreement between Harris & Harris Group,
Inc. and Charles E. Harris, dated August 2, 2007, incorporated by reference
as
Exhibit 10.1 to the Company's Form 8-K (File No. 814-00176)
filed
on August 3, 2007.
(2)
The
Form
of Incentive Stock Option Agreement, incorporated by reference as Exhibit 10.1
to the Company's Form 8-K (File No. 814-00176) filed
on
June 26, 2006.
(3)
The
Form
of Non-Qualified Stock Option Agreement, incorporated by reference as Exhibit
10.2 to the Company’s 8-K (File No. 814-00176) filed
on
June 26, 2006.
(4)
Joint
Filing Agreement, filed herewith.
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.
February 6, 2008
(Date)
/s/
Charles E. Harris
Charles
E. Harris
Chief
Executive Officer
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.
February 6, 2008
(Date)
/s/
Susan T. Harris
Susan
T.
Harris
EXHIBIT
INDEX
Exhibit
No. Description
4
Joint
Filing Agreement