8-K: Current report
Published on June 17, 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):
June
16,
2008
HARRIS
& HARRIS GROUP, INC.
(Exact
Name of Registrant as Specified in its Charter)
|
New
York
|
0-11576
|
13-3119827
|
|
(State
or Other Jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
of
Incorporation)
|
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
On
June
16, 2008, Harris & Harris Group, Inc. (“we” or “us”) entered into definitive
subscription agreements with certain institutional investors pursuant to
which
we issued and sold an aggregate of 2,545,000 registered shares of our common
stock at $6.15 per share, through a registered direct offering, for net
proceeds, after placement agent fees and expenses, of approximately $14,387,645.
The closing is expected to take place on or about June 20, 2008, subject
to the
satisfaction of the customary closing conditions. The shares of common stock
offered by us in this transaction were registered under our shelf registration
statement on Form N-2, which was declared effective by the Securities and
Exchange Commission on May 29, 2008.
ThinkPanmure,
LLC (“ThinkPanmure”) acted as placement agent for the offering. On June 16,
2008, we executed a placement agency agreement with ThinkPanmure. We will
pay
ThinkPanmure an aggregate fee equal to six percent (6%) of the gross proceeds
of
the offering equal to approximately $939,105, and will pay estimated expenses
of
the offering equal to approximately $325,000.
On
June
16, 2008, we also executed an escrow agreement with ThinkPanmure and JPMorgan
Chase Bank, N.A. (“JPMorgan”), designating JPMorgan as escrow agent in
connection with the offering.
A
copy of
each of the form of Subscription Agreement, the Placement Agency Agreement,
the
Escrow Agreement and the related press release, dated June 17, 2008, are
filed
herewith as Exhibits 10.1, 10.2, 10.3 and 99, respectively, and are incorporated
herein by reference. The foregoing description of the offering by us, and
the
documents related thereto, is a summary and is qualified in its entirety
by
reference to such Exhibits.
Item
9.01.
Financial Statements and Exhibits.
(a)
Not applicable.
|
(b)
|
Not
applicable.
|
|
(c)
|
Not
applicable.
|
|
(d)
|
Exhibits.
|
|
Exhibit
No.
|
Description
|
|
10.1
|
Form
of Subscription Agreement
|
|
10.2
|
Placement
Agency Agreement
|
|
10.3
|
Escrow
Agreement
|
|
99
|
Press
release dated June 17, 2008
|
2
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.
| HARRIS & HARRIS GROUP, INC. | ||
| |
|
|
| Date: June 17, 2008 | By: | /s/ Douglas W. Jamison |
|
Douglas
W. Jamison
President
|
||
3
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
10.1
|
Form
of Subscription Agreement
|
|
10.2
|
Placement
Agency Agreement
|
|
10.3
|
Escrow
Agreement
|
|
99
|
Press
release dated June 17, 2008
|
4