8-K: Current report
Published on August 1, 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):
July
31,
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
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
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
In
connection with the scheduled retirement of our Chief Executive Officer, Charles
E. Harris, on December 31, 2008 pursuant to the Company’s mandatory retirement
plan, the Board of Directors of Harris & Harris Group, Inc. (the “Company”)
approved a Nonsolicitation and Noncompetition Agreement, to be entered into
as
of July 31, 2008, by and between the Company and Mr. Harris (the “Agreement”).
The Agreement was subsequently executed as of July 31, 2008. Pursuant to the
Agreement, Mr. Harris has agreed not to compete with the Company by generally
not engaging in investing activities in privately held companies in the area
of
tiny technology, or solicit the Company's employees for employment until the
later of (i) three (3) years from the effective date of the Agreement, or (ii)
the date on which he no longer holds any exercisable stock options under any
of
the Company's current or future stock option award agreements. By executing
the
Agreement, Mr. Harris satisfied a requirement set forth in his current stock
option award agreements to permit the extension of the exercise periods for
his
outstanding stock options beyond his retirement. A copy of the Agreement is
attached as Exhibit 10 to this Form 8-K.
Item
5.05. Amendments
to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of
Ethics.
On
July
31, 2008, the Board of Directors of the Company amended the Company’s Code of
Ethics adopted in accordance with Rule 17j-1 under the Investment Company Act
of
1940 to expand the scope of securities requiring pre-approval to include equity
securities of publicly-traded companies with a market capitalization of less
than $250 million. A copy of the amended Code of Ethics is attached as Exhibit
14 to this Form 8-K.
Item
9.01.
Financial Statements and Exhibits.
| (a) |
Not
applicable.
|
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(b)
|
Not
applicable.
|
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(c)
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Not
applicable.
|
|
(d)
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Exhibits.
|
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Exhibit
No.
|
Description
|
|
10
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Nonsolicitation
and Noncompetition Agreement, entered into as of July 31, 2008,
by and
between the Company and Charles E. Harris
|
|
14
|
Code
of Ethics Pursuant to Rule 17j-1
|
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.
| Date: August 1, 2008 | HARRIS & HARRIS GROUP, INC. |
|
By:
/s/
Douglas W. Jamison
Douglas
W. Jamison
President
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3
EXHIBIT
INDEX
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Exhibit
No.
|
Description
|
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10
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Nonsolicitation
and Noncompetition Agreement, entered into as of July 31, 2008,
by and
between the Company and Charles E. Harris
|
|
14
|
Code
of Ethics Pursuant to Rule 17j-1
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4