8-K: Current report
Published on March 19, 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
19,
2008
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HARRIS
& HARRIS GROUP, INC.
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(Exact
name of registrant as specified in its charter)
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New
York
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0-11576
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13-3119827
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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111
West 57th
Street
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New
York, New York 10019
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(Address
of principal executive offices and zip
code)
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Registrant's
telephone number, including area code: (212)
582-0900
On
March
19, 2008, the Compensation Committee of the Board of Directors of the Company
approved individual non-qualified stock option awards for certain officers
of
the Company pursuant to the Harris & Harris Group, Inc. 2006 Equity
Incentive Plan (the "Plan") at an exercise price of $6.18, the closing volume
weighted average price (VWAP) on the grant day. The awards were also approved
by
the Board of Directors.
All
awards granted to executive officers vest subject to continued employment with
the Company through each applicable vesting date.
The
Compensation Committee utilized a third-party compensation advisory firm to
assess the competitiveness of the current compensation levels of the named
executive officers of the Company. As part of this process, the Compensation
Committee analyzed the compensation of the named executive officers, among
other
factors, in light of information regarding the compensation practices of other
publicly traded companies and private venture capital and private equity firms.
All stock option awards to officers will be subject to stock retention
guidelines while such officers remain employees of the Company. Please see
the
Company's "Compensation Discussion & Analysis" in the Proxy Statement for
the 2008 Annual Meeting of Shareholders to be filed later this week for more
details about our compensation program.
SFAS
123(R) requires us to record the fair value of these awards on the date of
grant
as a component of equity. The cost associated with the grants will be expensed
over the vesting period of the options with a corresponding increase to our
additional paid-in capital. Compensation expense related to the grant of options
will increase our total operating expenses and net operating loss. Because
the
increase to expenses is offset by an increase to our additional paid-in capital,
the granting of options itself has no net impact on our net asset value per
share. If options are exercised, net asset value per share will be decreased
if
the net asset value per share at the time of exercise is higher than the
exercise price; conversely, net asset value per share will be increased if
the
net asset value per share at the time of exercise is lower than the exercise
price.
Copies
of
the Plan are available with the Proxy Statement filed with the Securities and
Exchange Commission on April 3, 2006. The stock option awards will be subject
to
the terms and conditions provided for in the form of stock option agreement
filed as Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and
Exchange Commission on June 26, 2006. The award schedule used in connection
with
the foregoing grant is attached hereto as Exhibit 10.
2
Item
9.
Financial Statements and Exhibits
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(a)
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Not
applicable.
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(b)
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Not
applicable.
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(c)
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Not
applicable.
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(d)
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Exhibits.
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Exhibit
No.
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Description
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10
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Award
Schedule
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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.
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Date:
March 19, 2008
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HARRIS
& HARRIS GROUP, INC.
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By:
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/s/
Douglas W. Jamison
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Douglas
W. Jamison
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President
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4
EXHIBIT
INDEX
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Exhibit
No.
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Description
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10
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Award
Schedule
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5