S-8: Securities to be offered to employees in employee benefit plans
Published on March 19, 2008
As
filed
with the Securities and Exchange Commission on March 18, 2008
Registration
No. 333-
|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
________________
|
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
________________
Harris
& Harris Group, Inc.
(Exact
name of registrant as specified in its charter)
|
New
York
(State
or other jurisdiction of
incorporation
or organization)
|
13-3119827
(I.R.S.
employer
identification
no.)
|
111
West 57th Street, Suite
1100
New
York, New York 10019
Telephone:
(212) 582-0900
Facsimile:
(212) 582-9563
(Address
of principal executive offices)
HARRIS
& HARRIS GROUP, INC.
2006
EQUITY
INCENTIVE PLAN
(Full
title of the plan)
Sandra
M. Forman, Esq.
General
Counsel
Harris
& Harris Group, Inc.
111
West 57th
Street, Suite 1100
New
York, New York 10019
Telephone:
(212) 582-0900
Facsimile:
(212) 582-9563
(Name
and address of agent for service)
________________
Copies
to:
|
Richard
T. Prins, Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP
Four
Times Square
New
York, New York 10036-6522
Telephone:
(212) 735-3000
Facsimile:
(212) 735-2000
|
________________
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
|
Large
accelerated filer ¨
|
Accelerated
filer x
|
||
|
Non-accelerated
filer ¨
|
Smaller
reporting company ¨
|
CALCULATION
OF REGISTRATION FEE
|
Title
of
securities
to be registered
|
Amount
to be
registered(1)
|
Proposed
maximum
offering
price
per
share
|
Proposed
maximum
aggregate
offering
price
|
Amount
of
registration
fee
|
|
Common
stock, par value $0.01 per share
|
682,133(2)
|
$5.90(3)
|
$4,024,585
|
$158.17(4)
|
|
(1)
|
In
addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this
registration statement also covers an indeterminate amount of interests
to
be offered or sold pursuant to the employee benefit plan(s) described
herein.
|
|
(2)
|
4,151,269
shares were originally registered on Form S-8 (File No. 333-135246)
filed
with the Securities and Exchange Commission on June 22, 2006; 1,520,661
additional shares were registered on Form S-8 (File No. 333-144059)
filed
with the Securities and Exchange Commission on June 26, 2007; and
682,133
additional shares are being registered herewith.
|
|
(3)
|
The
estimated exercise price of $5.90 per share was computed in accordance
with Rule 457(c) and 457(h) under the Securities Act by averaging
the high
and low sales prices of Harris & Harris Group, Inc. Common Stock as
quoted on the Nasdaq Global Market on March 17, 2008.
|
|
(4)
|
Previously
paid in connection with a registration statement on Form N-2 filed
on
November 27, 2006.
|
|
This
Registration Statement shall become effective upon filing in accordance
with Rule 462(a) under the Securities
Act.
|
EXPLANATORY
NOTE
This
registration statement on Form S-8 is being filed to register an additional
682,133 shares of common stock, par value $0.01 per share (the "Common Stock"),
of Harris & Harris Group, Inc. (the "Company") that may be issued and sold
under the Harris & Harris Group, Inc. 2006 Equity Incentive Plan (the
"Plan").
Pursuant
to General Instruction E to Form S-8, the Registrant hereby incorporates by
reference into this registration statement the entire contents of, including
all
documents incorporated by reference or deemed incorporated by reference into,
its registration statement on Form S-8 (File No. 333-135246) filed with the
Securities
and Exchange Commission on June 22, 2006 with respect to the Plan, and its
registration statement on Form S-8 (File No. 333-144059) filed with the
Securities and Exchange Commission on June 26, 2007 with respect to the
Plan.
PART
II
Item
5. Interests
of Named Experts and Counsel.
Sandra
M.
Forman, General Counsel and Chief Compliance Officer of the Company, issued
an
opinion in connection with this registration statement, which is filed as
Exhibit 5 hereto. Ms. Forman is also a plan participant.
Item
8. Exhibits.
|
Exhibit
Numbers
|
Description
|
|
4.0
|
Specimen
of common stock certificate, incorporated by reference to Exhibit
D to the
Company's Registration Statement on Form N-2 (333-138996) filed on
November 29, 2006
|
|
5.0
|
Opinion
of General Counsel of the Company
|
|
23.1
|
Consent
of PricewaterhouseCoopers LLP
|
|
23.2
|
Consent
of General Counsel of the Company (included in Exhibit 5.0
above)
|
The
undersigned registrant hereby undertakes that it will submit the Plan and any
amendment thereto to the Internal Revenue Service ("IRS") in a timely manner
and
will make all changes required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in City of New
York, State of New York, on March 18, 2008.
|
HARRIS
& HARRIS GROUP, INC.
|
||
| |
|
|
| By: | /s/ Charles E. Harris | |
|
Name: Charles E. Harris |
||
| Title: Chief Executive Officer | ||
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons, in the capacities and on the date
indicated:
|
Signature
|
Title
|
Date
|
||
|
/s/
Charles E. Harris
Charles
E. Harris
|
Chairman
of the Board and
Chief
Executive Officer
(Principal
Executive Officer)
|
March
18, 2008
|
||
|
/s/
Daniel B. Wolfe
Daniel
B. Wolfe
|
Chief
Financial Officer
(Principal
Financial Officer)
|
March
18, 2008
|
||
|
/s/
Patricia N. Egan
Patricia
N. Egan
|
Chief
Accounting Officer and Senior Controller
|
March
18, 2008
|
||
|
/s/
W. Dillaway Ayres, Jr.
W.
Dillaway Ayres, Jr.
|
Director
|
March
18, 2008
|
||
|
/s/
C. Wayne Bardin
Dr.
C. Wayne Bardin
|
Director
|
March
18, 2008
|
||
|
/s/
Phillip A. Bauman
Dr.
Phillip A. Bauman
|
Director
|
March
18, 2008
|
||
|
/s/
G. Morgan Browne
G.
Morgan Browne
|
Director
|
March
18, 2008
|
||
|
/s/
Dugald A. Fletcher
Dugald
A. Fletcher
|
Director
|
March
18, 2008
|
||
|
/s/
Douglas W. Jamison
Douglas
W. Jamison
|
Director
|
March
18, 2008
|
||
|
/s/
Kelly S. Kirkpatrick
Dr.
Kelly S. Kirkpatrick
|
Director
|
March
18, 2008
|
||
|
/s/
Lori D. Pressman
Lori
D. Pressman
|
Director
|
March
18, 2008
|
||
|
/s/
Charles E. Ramsey
Charles
E. Ramsey
|
Director
|
March
18, 2008
|
||
|
/s/
James E. Roberts
James
E. Roberts
|
Director
|
March
18, 2008
|
||
|
/s/
Richard P. Shanley
Richard
P. Shanley
|
Director
|
March
18, 2008
|
Pursuant
to the requirements of the Securities Act of 1933, the trustees (or other
persons who administer the employee benefit plan) have duly caused this
registration statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in City of New York, State of New York, on March
18,
2008.
| HARRIS & HARRIS GROUP, INC. 2006 EQUITY INCENTIVE PLAN | ||
| |
|
|
| By: | /s/ James E. Roberts | |
|
not
in his individual capacity, but solely as an authorized signatory
for the
Employee Benefits Administration Committee
|
||
EXHIBIT
INDEX
|
Exhibit
Numbers
|
Description
|
|
5.0
|
Opinion
of General Counsel of the Company
|
|
23.1
|
Consent
of PricewaterhouseCoopers LLP
|