S-8: Securities to be offered to employees in employee benefit plans
Published on May 12, 2009
As filed
with the Securities and Exchange Commission on May 12, 2009
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
|
¨
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Accelerated
filer
|
x
|
|
Non-accelerated
filer
|
¨
|
Smaller reporting
company
|
¨
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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
|
76,080(2)
|
$4.49(3)
|
$341,599.20
|
$ 19.06(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; 682,133 additional shares were registered on Form S-8 (File
No. 333-149795) filed with the Securities and Exchange Commission on March
19, 2008, and 76,080
additional shares
are being registered
herewith.
|
|
(3)
|
The
estimated exercise price of $4.49 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 May 11,
2009.
|
|
(4)
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Previously paid in connection
with a registration statement on Form N-2 filed on November 29,
2006.
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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
76,080 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, 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, and its registration statement on Form S-8
(File No. 333-149795) filed with the Securities and Exchange Commission on March
19, 2008.
PART
II
|
Item
5.
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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.
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Item
8.
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Exhibits.
|
|
Exhibit
Numbers
|
Description
|
|
4.0
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Specimen
of common stock certificate, incorporated by reference to Exhibit 4 to the
Company's Annual Report on Form 10-K (File No. 814-00176) filed on March
16, 2009
|
|
5.0
|
Opinion
of General Counsel of the Company
|
|
23.1
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Consent
of PricewaterhouseCoopers LLP
|
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23.2
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Consent
of General Counsel of the Company (included in Exhibit 5.0
above)
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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 May 12, 2009.
HARRIS
& HARRIS GROUP, INC.
By: /s/ Douglas W.
Jamison
| Name: | Douglas W. Jamison | |
|
|
Title:
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Chief
Executive Officer
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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:
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Signature
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Title
|
Date
|
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/s/ Douglas W. Jamison
Douglas
W. Jamison
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Chairman
of the Board and
Chief
Executive Officer
(Principal
Executive Officer)
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May
12, 2009
|
|
/s/ Daniel B. Wolfe
Daniel
B. Wolfe
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Chief
Financial Officer
(Principal
Financial Officer)
|
May
12, 2009
|
|
/s/ Patricia N.
Egan
Patricia N.
Egan
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Chief
Accounting Officer and Senior Controller
|
May
12, 2009
|
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/s/ W. Dillaway Ayres, Jr.
W.
Dillaway Ayres, Jr.
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Director
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May
12, 2009
|
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/s/ C. Wayne
Bardin
Dr. C. Wayne
Bardin
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Director
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May
12, 2009
|
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/s/ Phillip A. Bauman
Dr. Phillip A.
Bauman
|
Director
|
May
12, 2009
|
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/s/ G. Morgan Browne
G. Morgan
Browne
|
Director
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May
12, 2009
|
|
/s/ Dugald A. Fletcher
Dugald A.
Fletcher
|
Director
|
May
12, 2009
|
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/s/ Lori D. Pressman
Lori D.
Pressman
|
Director
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May
12, 2009
|
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/s/ Charles E. Ramsey
Charles
E. Ramsey
|
Director
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May
12, 2009
|
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/s/ James E. Roberts
James E.
Roberts
|
Director
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May
12, 2009
|
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/s/ Richard P. Shanley
Richard
P. Shanley
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Director
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May
12, 2009
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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 May 12,
2009.
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
|