8-K: Current report
Published on October 6, 2009
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):
October
6, 2009 (October 6, 2009)
HARRIS
& HARRIS GROUP, INC.
(Exact
name of registrant as specified in its charter)
|
New
York
(State
or other jurisdiction of
incorporation)
|
0-11576
(Commission
File
Number)
|
13-3119827
(IRS
Employer
Identification
No.)
|
||
|
111
West 57th Street
New
York, New York 10019
|
||||
|
(Address
of principal executive offices and zip code)
|
||||
|
(212)
582-0900
|
||||
|
(Registrant’s
telephone number, including area code)
|
||||
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement.
On
October 6, 2009, Harris & Harris Group, Inc. ("we" or "us") entered into an
Underwriting Agreement (the “Underwriting Agreement”) with Needham &
Company, LLC (“Needham”), relating to the issuance and sale by us to Needham in
a follow-on public offering of 4,250,000 shares of our common stock at a
purchase price per share of $4.75 (before the underwriter's
discount). We also granted Needham an option to acquire an additional
637,500 shares from us for the purpose of covering over-allotment
sales. The Underwriting Agreement contains customary representations
and warranties, closing conditions and indemnification
obligations. The foregoing description of the Underwriting Agreement
does not purport to be complete and is qualified in its entirety by reference to
the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1 and
incorporated herein by reference.
The
closing is expected to take place on or about October 9, 2009, 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 September 22, 2009.
Needham
acted as sole book running manager for the offering. In connection
with the offering, we will pay aggregate underwriting discounts and estimated
expenses equal to approximately $1,538,750 ($1,720,438 if the over-allotment
option is exercised in full by the underwriter).
Item
7.01 Regulation
FD Disclosure.
On
October 6, 2009, we issued a press release announcing the pricing of a follow-on
public offering of shares of our common stock, a copy of which is attached
hereto as Exhibit 99 and incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
|
|
1
|
Underwriting
Agreement, dated October 6, 2009, between Harris & Harris Group, Inc.
and Needham & Company, LLC
|
|
|
99
|
Press
release dated October 6, 2009
|
1
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: October
6, 2009
|
HARRIS
& HARRIS GROUP, INC.
|
||
|
By:
|
/s/Douglas W. Jamison | ||
| Douglas W. Jamison | |||
| Chief Executive Officer | |||
2
EXHIBIT
INDEX
| Exhibit No. | Description | |
|
|
1
|
Underwriting
Agreement, dated October 6, 2009, between Harris & Harris Group, Inc.
and Needham & Company, LLC
|
|
|
99
|
Press
release dated October 6, 2009
|
3