8-K: Current report
Published on March 7, 2008
UNITED
STATES
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
Date
of
Report (Date of earliest event reported):
March
6,
2008
|
HARRIS
&
HARRIS
GROUP,
INC.
|
|
(Exact
name of registrant as specified in its
charter)
|
|
New
York
|
0-11576
|
13-3119827
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
No.)
|
|
111
West 57th
Street
New
York, New York
10019
|
|
(Address
of principal executive offices and zip
code)
|
Registrant's
telephone number, including area code: (212)
582-0900
| Item 5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory
|
Arrangements
of Certain
Officers.
On
March
6, 2008, the Nominating Committee of the Company did not re-nominate Dr. Kelly
S. Kirkpatrick as a Director based on her decision not to stand for
re-election.
On
March
6, 2008, the Board of Directors of Harris & Harris Group, Inc. (the
“Company”) determined that as of January 1, 2009, Daniel B. Wolfe, Chief
Financial Officer and a Managing Director will also assume the roles of
President and Chief Operating Officer of the Company. This appointment is part
of the Board’s succession planning in anticipation of the scheduled retirement
of Charles E. Harris on December 31, 2008, pursuant to the Company’s mandatory
retirement plan for senior executives. As previously disclosed, Douglas W.
Jamison, the Company’s current President and Chief Operating Officer, will
succeed Charles E. Harris as Chairman and Chief Executive officer of the Company
upon Mr. Harris’s retirement. Until December 31, 2008, Mr. Harris will continue
to serve as Chairman and Chief Executive Officer and Mr. Jamison will continue
to serve as President and Chief Operating Officer.
Mr.
Wolfe, age 31, has served as Chief Financial Officer and Managing Director
since
January 2008, as Principal from January 2007 to January 2008, as Senior
Associate from January 2006 to January 2007, and as Vice President from
July 2004 to January 2008. He is a director of Phoenix Molecular Corporation,
a
privately held nanotechnology-enabled company in which we have an investment.
Prior to joining us, he served as a consultant to Nanosys, Inc. (from 2002
to
2004), to CW Group (from 2001 to 2004) and to Bioscale, Inc. (from January
2004
to June 2004). From February 2000 to January 2002, he was the Co-founder and
President of Scientific Venture Assessments, Inc., a provider of scientific
analysis of prospective investments for venture capital placements and of
scientific expertise to high-technology companies. He was graduated from Rice
University (B.A., Chemistry), where his honors included the Zevi and Bertha
Salsburg Memorial Award in Chemistry and the Presidential Honor Roll, and from
Harvard University (A.M., Ph.D., Chemistry), where he was an NSF Predoctoral
Fellow.
There
was
no prior arrangement or understanding between Mr. Wolfe and any other person
pursuant to which Mr. Wolfe would be selected as an officer of the Company.
Mr.
Wolfe does not have any direct or indirect material interest in any existing
or
proposed transaction to which the Company is or may become a party.
| Item 5.05. |
Amendments
to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code
of Ethics.
|
On
March
6, 2008, the Board of Directors of the Company amended the Company’s Code of
Ethics Pursuant to Rule 17j-1 of the Investment Company Act of 1940 to clarify
the Company’s pre-approval requirements and to lengthen the time period for
submitting annual certifications. A copy of the amended Code of Ethics is
attached as Exhibit 14 to this Form 8-K.
2
| Item 9.01. |
Financial
Statements and Exhibits.
|
| (a) |
Not
applicable.
|
| (b) |
Not
applicable.
|
| (c) |
Not
applicable.
|
| (d) |
Exhibits.
|
| Exhibit No. | Description | |
| 14 | Code of Ethics Pursuant to Rule 17j-1 |
3
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.
| Date: March 7, 2008 | HARRIS & HARRIS GROUP, INC. | |
| |
|
|
| By: | /s/ Charles E. Harris | |
|
Charles E. Harris |
||
| Chief Executive Officer | ||
4
EXHIBIT
INDEX
| Exhibit No. | Description | |
| 14 | Code of Ethics Pursuant to Rule 17j-1 |
5