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): November 29, 2005 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 of incorporation) Identification No.) 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 Item 2.01 Completion of Acquisition or Disposition of Assets. On November 29, 2005, Harris & Harris Group Inc. (the "Company") completed the sale of 645,904 shares of its 1,137,570 shares of common stock of NeuroMetrix, Inc., on the open market, for net proceeds of approximately $19,612,372. On November 30, 2005, the Company sold its remaining 491,666 shares for net proceeds of approximately $14,979,088. The total net proceeds are approximately $34,591,460. NeuroMetrix, which completed its initial public offering on July 22, 2004, manufactures and sells the patented NC-stat device. The Company was the seed investor in NeuroMetrix, a spin-out from the Harvard-MIT Division of Health Sciences and Technology, in 1996. Charles E. Harris, the Chairman and CEO of the Company, was a Director of NeuroMetrix until May 18, 2005. NeuroMetrix was the last remaining significant non-tiny technology investment of the Company. Item 9. Financial Statements and Exhibits (a) Not applicable. (b) Not applicable. (c) Exhibits. Exhibit No. Description 99 Press Release dated November 30, 2005 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: November 30, 2005 HARRIS & HARRIS GROUP, INC. By: /s/ Charles E. Harris ---------------------------- Charles E. Harris Chairman and Chief Executive Officer 3 EXHIBIT INDEX Exhibit No. Description 99 Press Release dated November 30, 2005 4