As
filed with the Securities and Exchange Commission on April
23,
2007
Securities
Act Registration No. 333-138996
Investment
Company Act File Number 814-176
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________
FORM
N-2
|
Registration Statement Under
The Securities Act Of 1933: |
o |
|
|
|
|
Pre-Effective Amendment No.
2 |
x |
|
|
|
|
Post-Effective Amendment
No. |
o |
___________
HARRIS
& HARRIS GROUP, INC.
(Exact
Name of Registrant as Specified in its Charter)
111
West 57th
Street
Suite
1100
New
York, New York 10019
(Address
of Principal Executive Offices)
(212)
582-0900
(Registrant’s
Telephone Number, including Area Code)
Charles
E. Harris, Chairman, CEO
111
West 57th
Street
Suite
1100
New
York, New York 10019
(Name
and Address of Agent for Service)
___________
Copies
to:
|
|
Sandra
M. Forman, Esq.
|
Richard
T. Prins, Esq.
|
General
Counsel
|
Skadden,
Arps, Slate, Meagher & Flom LLP
|
Harris
& Harris Group, Inc.
|
Four
Times Square
|
111
West 57th
Street, Suite 1100
|
New
York, New York 10036
|
New
York, NY 10019
|
(212)
735-3000
|
(212)
582-0900
|
|
__________________
Approximate
Date of Proposed Public Offering:
From
time to time after the effective date of this Registration
Statement
___________
If
any securities being registered on this form will be offered on a delayed or
continuous basis in reliance on Rule 415 under the Securities Act of 1933,
other
than securities offered in connection with a dividend reinvestment plan, check
the following box. T
The
registrant hereby amends this Registration Statement on such date or dates
as
may be necessary to delay its effective date until the Registrant shall file
a
further amendment which specifically states that the Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such dates as the Commission, acting pursuant to said Section
8(a),
may determine.
CALCULATION
OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
|
|
|
|
|
Title
of Securities Being Registered
|
Amount
Being Registered
|
Proposed
Maximum Offering Price Per
Share
|
Proposed
Maximum Aggregate Offering
Price(1)
|
Amount
of Registration Fee
|
|
|
|
|
|
Common
Stock, $0.01 par value
|
4,000,000
|
$13.93
|
$55,720,000
|
$1,710.60
(2)
|
|
|
|
|
|
(1)
|
Estimated
solely for the purpose of determining the registration fee pursuant
to
Rule 457(c) under the Securities Act of 1933 and based on the average
of
the high and low prices as reported on the Nasdaq Global Market
of the
registrant’s Common Stock on April
19, 2007.
|
(2)
|
$6,867
previously paid in connection with our Registration Statement filed
on
June 3, 2004, and $3,005 previously paid in connection with this
registration statement filed on November 27,
2006.
|
HARRIS
& HARRIS GROUP, INC.
CROSS-REFERENCE
SHEET
PART
A-THE PROSPECTUS
Items
in Part A of Form N-2
|
Location
in Prospectus
|
|
|
|
Item
1.
|
Outside
Front Cover
|
Front
Cover Page
|
Item
2.
|
Cover
Pages; Other Offering Information
|
Front
Cover Page; Inside Front Cover Page; Available
Information
|
Item
3.
|
Fee
Table and Synopsis
|
Prospectus
Summary; Table of Fees and Expenses
|
Item
4.
|
Financial
Highlights
|
Selected
Condensed Consolidated Financial Data; Incorporation by
Reference
|
Item
5.
|
Plan
of Distribution
|
Prospectus
Summary; Plan of Distribution
|
Item
6.
|
Selling
Shareholders
|
Not
Applicable
|
Item
7.
|
Use
of Proceeds
|
Use
of Proceeds
|
Item
8.
|
General
Description of the Registrant
|
Outside
Front Cover; Business; Risk Factors; Investment Policies; Price Range
of
Common Stock; General Description of our Portfolio
Companies
|
Item
9.
|
Management
|
Management
of the Company
|
Item
10.
|
Capital
Stock, Long-Term Debt and Other Securities
|
Prospectus
Summary; Capitalization; Dividends and Distributions; Taxation; Risk
Factors
|
Item
11.
|
Defaults
and Arrears on Senior Securities
|
Not
Applicable
|
Item
12.
|
Legal
Proceedings
|
Management
of the Company
|
Item
13.
|
Table
of Contents of the Statement of Additional Information
|
Not
Applicable
|
Items
in Part B of Form N-2(1)
|
Location
in Prospectus
|
|
|
|
Item
14.
|
Cover
Page
|
Not
Applicable
|
Item
15.
|
Table
of Contents
|
Not
Applicable
|
Item
16.
|
General
Information and History
|
Not
Applicable
|
Item
17.
|
Investment
Objective and Policies
|
Business;
Investment Policies
|
Item
18.
|
Management
of the Company
|
Management
of the Company; Certain Government
Regulations
|
Item
19.
|
Control
Persons and Principal Shareholders
|
Management
of the Company
|
Item
20.
|
Investment
Advisory and Other Services
|
Management
of the Company; Experts
|
Item
21.
|
Portfolio
Managers
|
Management
of the Company
|
Item
22.
|
Brokerage,
Allocation and Other Practices
|
Brokerage
|
Item
23.
|
Tax
Status
|
Taxation
|
Item
24.
|
Financial
Statements
|
Incorporation
by Reference
|
PART
C-OTHER INFORMATION
Items
25-34 have been answered in Part C of this Registration Statement.
________________
(1) |
Pursuant
to General Instructions to Form N-2, all information required by
Part B:
Statement of Additional Information has been incorporated into
Part A: The
Prospectus of the Registration
Statement.
|
Subject
to Completion
Preliminary
Prospectus, Dated April 23, 2007
4,000,000
Shares
Common
Stock
Harris
& Harris Group, Inc.®,
is a
venture capital company specializing in tiny technology that operates as
a
business development company under the Investment Company Act of 1940. We
may
offer, from time to time, shares of our common stock, $0.01 par value per
share
("Common Stock"), in one or more delayed offerings. The Common Stock may
be
offered at prices and on terms to be set forth in one or more supplements
to
this Prospectus (each a "Prospectus Supplement"). The offering price per
share
of our Common Stock will not be less than the net asset value per share of
our
Common Stock at the time we make the offering exclusive of any underwriting
commissions or discounts. You should read this Prospectus and the applicable
Prospectus Supplement carefully before you invest in our Common Stock.
Our
Common Stock may be offered directly to one or more purchasers through agents
designated from time to time by us, or to or through underwriters or dealers.
The Prospectus Supplement relating to the offering will identify any agents
or
underwriters involved in the sale of our Common Stock, and will set forth
any
applicable purchase price, fee, commission or discount arrangement between
us
and our agents or underwriters, or among our underwriters, or the basis upon
which such amount may be calculated. We may not sell any of our Common Stock
through agents, underwriters or dealers without delivery of a Prospectus
Supplement describing the method and terms of the particular offering of
our
Common Stock. Our Common Stock is listed on the Nasdaq Global Market under
the
symbol "TINY." On April 19, 2007, the last reported sale price of our Common
Stock was $13.67.
An
Investment in the Securities Offered in this Prospectus Involves a High Degree
of Risk. You Should Consider Investing in Us Only if You Are Capable of
Sustaining the Loss of Your Entire Investment.
See
"Risk Factors" beginning on page 11.
This
Prospectus sets forth concisely the information about us that a prospective
investor should know before investing. You should read this Prospectus, before
deciding whether to invest in our Common Stock, and retain it for future
reference. You may obtain our annual reports, request other information about
us
and make shareholder inquiries by calling toll free 1-877-TINY TECH. Additional
information about us has been filed with the Securities and Exchange Commission
("SEC") and is available upon written or oral request and without charge. We
also make available our annual reports, free of charge, on our website at
www.TinyTechVC.com. Information on our website is not part of this Prospectus
and should not be considered as such when making your investment decision.
Material incorporated by reference and other information about us can be
obtained from the SEC's website (http://www.sec.gov).
Neither
the SEC nor any state securities commission has approved or disapproved these
securities or determined if this Prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The
date
of the Prospectus is ,
2007.
[This
Page Intentionally Left Blank]
You
should rely only on the information contained or incorporated by reference
in
this Prospectus. We have not authorized any other person to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not making an offer to sell
these
securities in any jurisdiction in which the offer or sale is not
permitted.
In
this
Prospectus, unless otherwise indicated, "Harris & Harris," "Company," "us,"
"our" and "we" refer to Harris & Harris Group, Inc.®
"Harris
& Harris Group, Inc." is a registered service mark. This Prospectus also
includes trademarks owned by other persons.
___________________
TABLE
OF
CONTENTS
|
Page
|
PROSPECTUS
SUMMARY
|
1
|
TABLE
OF FEES AND EXPENSES
|
7
|
SELECTED
CONDENSED CONSOLIDATED FINANCIAL DATA
|
8
|
SELECTED
QUARTERLY DATA (UNAUDITED)
|
9
|
INCORPORATION
BY REFERENCE
|
10
|
AVAILABLE
INFORMATION
|
10
|
RISK
FACTORS
|
11
|
FORWARD-LOOKING
INFORMATION
|
20
|
USE
OF PROCEEDS
|
20
|
PRICE
RANGE OF COMMON STOCK
|
21
|
BUSINESS
|
22
|
GENERAL
DESCRIPTION OF OUR PORTFOLIO COMPANIES
|
29
|
DETERMINATION
OF NET ASSET VALUE
|
35
|
INVESTMENT
POLICIES
|
38
|
MANAGEMENT
OF THE COMPANY
|
43
|
BOARD
OF DIRECTORS AND EXECUTIVE OFFICERS
|
43
|
EXECUTIVE
COMPENSATION
|
51
|
OTHER
INFORMATION
|
66
|
BROKERAGE
|
67
|
DIVIDENDS
AND DISTRIBUTIONS
|
67
|
TAXATION
|
67
|
CERTAIN
GOVERNMENT REGULATIONS
|
70
|
CAPITALIZATION
|
72
|
PLAN
OF DISTRIBUTION
|
72
|
LEGAL
MATTERS
|
73
|
EXPERTS
|
73
|
FURTHER
INFORMATION
|
74
|
PRIVACY
POLICY
|
74
|
[This
Page Intentionally Left Blank]
PROSPECTUS
SUMMARY
This
summary highlights information that is described more fully elsewhere in
this
Prospectus and in the documents to which we have referred. It may not contain
all of the information that is important to you. To understand the offering
fully, you should read the entire document carefully, including the risk
factors
beginning on page 11.
Our
Business
Harris
& Harris Group, Inc., is a venture capital company, specializing in tiny
technology, that operates as a business development company under the Investment
Company Act of 1940, which we refer to as the 1940 Act. For tax purposes, we
operate as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, which we refer to as the Code. We are an internally
managed investment company; that is, our officers and employees, rather than
an
investment adviser, manage our operations under the general supervision of
our
Board of Directors. Our investment objective is to achieve long-term capital
appreciation, rather than current income, by making venture capital investments
in early-stage companies. Our approach includes patient examination of available
early stage opportunities, thorough due diligence and close involvement with
management.
We
make
initial venture capital investments exclusively in "tiny technology," which
we
define as nanotechnology, microsystems and microelectromechanical systems
(which
we refer to as MEMS). We consider a company to be a tiny technology company
if a
product or products, or intellectual property covering a product or products,
that we consider to be at the microscale or smaller is material to its business
plan. Most of our current portfolio companies are significantly involved
with
work on objects or devices with dimensions of 100 nanometers or smaller,
which
we refer to as the nanoscale. Our portfolio includes insignificant non-tiny
technology investments made prior to 2001, and we may make follow-on investments
in either tiny or non-tiny technology companies. At December 31, 2006, 45.4
percent of our total assets and 99.9 percent of our venture capital portfolio
were invested in tiny technology investments. Accordingly, we do not expect
a
material portion of our venture capital portfolio will include non-tiny
technology companies. By making these investments, we seek to provide our
shareholders with a specific focus on tiny technology through a portfolio
of
venture capital investments that addresses a variety of markets and products.
We
believe that we are the only publicly traded business development company
making
initial venture capital investments exclusively in tiny
technology.
Tiny
technology is multidisciplinary and widely applicable, and it incorporates
technology that is significantly smaller than is currently in widespread
commercial use in most fields. Nanotechnology is measured in nanometers, which
are units of measurement in billionths of a meter. Microsystems are measured
in
micrometers, which are units of measurement in millionths of a meter. Because
it
is in many respects a new field, tiny technology has significant scientific,
engineering, regulation and commercialization risks. See "Business" and "Risk
Factors."
As
a
venture capital company, we make it possible for our investors to participate
at
an early stage in this emerging field, while our portfolio companies are
still
private. By making investments in companies that control intellectual property
relevant to tiny technology, we are building a portfolio that we believe
will be
difficult to replicate in the future, as we believe it will likely become
increasingly difficult to create new foundational intellectual property in
nanotechnology. Because we typically invest as part of a syndicate of venture
capital firms, the syndicate's time horizon often determines ours, though
we may
provide seed capital before forming a syndicate with other investors, or
maintain our investment in an investee company after it goes public, even
after
our co-investors sell or distribute their shares. To the investor, we
offer:
|
·
|
a
portfolio consisting of investments that are generally available
only to a
small, highly specialized group of professional venture capital firms
as
investors;
|
|
·
|
a
team of professionals, including five full-time members of management,
four of whom are designated as Managing Directors, Charles E. Harris,
Douglas W. Jamison, Daniel V. Leff and Alexei A. Andreev, and a Vice
President, Daniel B. Wolfe, to evaluate and monitor investments.
Two of
our directors are also consultants to us, Kelly S. Kirkpatrick and
Lori D.
Pressman. These seven professionals collectively have expertise in
venture
capital investing, intellectual property and tiny technology;
|
|
·
|
the
opportunity to benefit from our experience in a new field expected
to
permeate a variety of industries; and
|
|
·
|
through
the ownership of our publicly traded shares, a measure of liquidity
not
typically available in underlying venture capital portfolio
investments.
|
The
number of tiny technology investment opportunities available to us has increased
over the past five years, through both new opportunities and opportunities
for
follow-on investments in our existing portfolio companies. We believe that
our
expertise and record of prior investments in tiny technology are likely to
lead
us to additional tiny technology investment opportunities in the future. We
intend to use the net proceeds of this offering to:
|
·
|
increase
our capital in order to take advantage of these investment
opportunities;
|
|
·
|
lower
our expenses as a percentage of assets and otherwise achieve certain
economies and advantages of scale in our operations, as our costs
are
primarily fixed. As our assets increase by the net proceeds of this
offering, our fixed costs will represent a smaller percentage of
our
assets; and
|
|
·
|
pay
operating expenses, including due diligence expenses on potential
investments.
|
We
identify investment opportunities primarily through four channels:
|
·
|
our
involvement in the field of tiny technology;
|
|
·
|
research
universities that seek to transfer their scientific discoveries to
the
private sector;
|
|
·
|
other
venture capital companies seeking co-investors or referring deals
to us;
and
|
|
·
|
direct
calls and business plan submissions by companies, business incubators
and
individuals seeking venture
capital.
|
Since
registering as an investment company in 1992, we have invested in a variety
of
industries. In 1994, we invested in our first tiny technology company, Nanophase
Technologies Corporation. In 1995, we elected to be regulated as a business
development company. Recognizing the potential of tiny technology, we continued
to monitor developments in the field, and since 2001, we have made tiny
technology our exclusive focus for initial investments. From August 2001
through
December 2006, all 31 of our initial investments have been in companies involved
in the development of products and technologies based on tiny technology.
At
December 31, 2006, our portfolio includes investments in a total of 29
companies, 27 of which we consider to be involved in tiny technology.
As
is
usual in the venture capital industry, our venture capital investments are
generally in convertible preferred stock, which is usually the most senior
security in a portfolio company’s equity capital structure until the company has
substantial revenues, and which gives us seniority over the holders of common
stock (usually including the founders) while preserving fully our participation
in the upside potential of the portfolio company through the conversion feature.
Our portfolio investments in some instances include a dividend right payable
in
kind (which increases our participation in the portfolio company) or potentially
in cash. In-kind distributions are primarily made in additional shares of
convertible preferred stock. We expect to continue to invest in convertible
securities.
Tiny
Technology
In
our
view, tiny technology is neither an industry nor a single technology, but a
variety of enabling technologies with critical dimensions below 100 micrometers.
Tiny technology manifests itself in tools, materials, systems and devices that
address broad markets, including instrumentation, electronics, photonics,
computing, medical devices, pharmaceutical manufacturing, drug delivery and
drug
discovery. The development and commercialization of tiny technology often
require the integration of multiple disciplines, including biology, physics,
chemistry, materials science, computer science and the engineering sciences.
Examples
of tiny technology-enabled products currently on the market are quite diverse.
They include sensors, accelerometers used in automobiles to sense impact and
deploy airbags, cosmetics with ingredients that block ultraviolet light but
are
invisible to the human eye, nanoclays used for strength in the running boards
of
minivans, textiles with liquid-stain repellant surfaces, fast acting painkillers
and certain pharmaceutical therapeutics.
Harris
& Harris Group currently has 13 companies in its tiny technology portfolio
with products on the market offering a range of products including components
for optical networking, high-brightness LEDs, carbon nanotube-based sensors,
optical switches, silicon carbide brake rotors, chiral columns for the
pharmaceutical industry, metabolomic profiling services and decorative
tiles.
Within
tiny technology, microsystems and MEMS both refer to materials, devices and
processes that are on a micrometer size scale. A micrometer, which is also
referred to as a micron, is 0.000001 meter, or one millionth of a meter. In
practice, any device, or device enabled by components, in a size range from
100
microns down to 0.1 micron may be considered "micro." Nanotechnology refers
to
materials, devices and processes with critical dimensions below 0.1 micron,
equal to 100 nanometers. A nanometer is 0.000000001 meter, or one billionth
of a
meter. It is at the scale below 100 nanometers, the nanoscale, that quantum
effects begin to dominate classical macroscale physics. At the nanoscale, size-
and shape-dependent properties of materials allow previously unattainable
material and device performance.
Although
the practical application of tiny technology requires great expertise to
implement in manufacturing processes, we believe that tiny technology’s broad
applicability presents significant and diverse market opportunities.
Risk
Factors
Set
forth
below is a summary of certain risks that you should carefully consider before
investing in our Common Stock. See "Risk Factors" beginning on page 11 for
a
more detailed discussion of the risks of investing in our Common
Stock.
Risks
related to the companies in our portfolio.
|
·
|
A
continuing lack of initial public offering opportunities may cause
companies to stay in our portfolio longer, leading to lower returns,
write-downs and write-offs.
|
|
·
|
Investing
in small, private companies involves a high degree of risk and is
highly
speculative.
|
|
·
|
We
may invest in companies working with technologies or intellectual
property
that currently have few or no proven commercial
applications.
|
|
·
|
Our
portfolio companies may not successfully develop, manufacture or
market
their products.
|
|
·
|
Our
portfolio companies working with tiny technology may be particularly
susceptible to intellectual property
litigation.
|
|
·
|
Unfavorable
general economic conditions, as well as unfavorable conditions specific
to
the venture capital industry, could result in the inability of our
portfolio companies to access additional capital, leading to financial
losses in our portfolio.
|
|
·
|
The
value of our portfolio could be adversely affected if the technologies
utilized by our portfolio companies are found or even rumored or
feared,
to cause health or environmental risks, or if legislation is passed
that
limits the commercialization of any of these technologies.
|
|
·
|
Public
perception(s) of ethical and social issues, including health and
environment risks regarding nanotechnology, may limit or discourage
the
use of nanotechnology-enabled products, which could reduce our
portfolio
companies’ revenues and harm our
business.
|
|
·
|
Our
portfolio companies may generate revenues from the sale of non-tiny
technology-enabled products.
|
Risks
related to the illiquidity of our investments.
|
·
|
We
invest in illiquid securities and may not be able to dispose of them
when
it is advantageous to do so, or ever.
|
|
·
|
Unfavorable
economic conditions and regulatory changes could impair our ability
to
engage in liquidity events.
|
|
·
|
Even
if some of our portfolio companies complete initial public offerings,
the
returns on our investments in those companies would be
uncertain.
|
Risks
related to our Company.
|
·
|
Because
there is generally no established market in which to value our
investments, our Valuation Committee’s value determinations may differ
materially from the values that a ready market or third party would
attribute to these investments.
|
|
·
|
Changes
in valuations of our privately held, early stage companies tend
to be more
volatile than changes in prices of public traded
securities.
|
|
·
|
We
expect to continue to experience material write-downs of securities
of
portfolio companies.
|
|
·
|
Because
we are a non-diversified company with a relatively concentrated portfolio,
the value of our business is subject to greater volatility than the
value
of companies with more broadly diversified investments.
|
|
·
|
We
are dependent upon key management personnel for future success and
may not
be able to retain them.
|
|
·
|
We
will need to hire additional employees as the size of our portfolio
increases.
|
|
·
|
The
market for venture capital investments, including tiny technology
investments, is highly competitive.
|
|
·
|
In
addition to the difficulty of finding attractive investment opportunities,
our status as a regulated business development company may hinder
our
ability to participate in investment opportunities or to protect
the value
of existing investments.
|
|
·
|
Our
failure to make follow-on investments in our portfolio companies
could
impair the value of our portfolio.
|
|
·
|
Bank
borrowing or the issuance of debt securities or preferred stock by
us, to
fund investments in portfolio companies or to fund our operating
expenses,
would make our total return to common shareholders more volatile.
The use
of debt would leverage our available common equity capital, magnifying
the
impact of changes in the value of our investment portfolio on our
net
asset value. In addition, the cost of debt or preferred stock financing
could exceed the return on the assets the proceeds are used to acquire,
in
which case the use of leverage would have an adverse impact on the
holders
of our Common Stock.
|
|
·
|
We
are authorized to issue preferred stock, which would convey special
rights
and privileges to its owners senior to those of Common Stock
shareholders.
|
|
·
|
Loss
of status as a RIC would reduce our net asset value and distributable
income.
|
|
·
|
We
operate in a heavily regulated environment, and changes to, or
non-compliance with, regulations and laws could harm our
business.
|
|
·
|
Market
prices of our Common Stock will continue to be
volatile.
|
|
·
|
Quarterly
results fluctuate and are not indicative of future quarterly
performance.
|
|
·
|
To
the extent that we do not realize income or choose not to retain
after-tax
realized capital gains, we will have a greater need for additional
capital
to fund our investments and operating
expenses.
|
|
·
|
Investment
in foreign securities could result in additional
risks.
|
Risks
related to this offering.
|
·
|
Investing
in our stock is highly speculative and an investor could lose some
or all
of the amount invested.
|
|
·
|
We
will have discretion over the use of proceeds of this
offering.
|
|
·
|
Our
shares might trade at discounts from net asset value or at premiums
that
are unsustainable over the long
term.
|
|
·
|
You
have no right to require us to repurchase your
shares.
|
Other
Information
Our
website is www.TinyTechVC.com and is not incorporated by reference into this
Prospectus. We make available free of charge through our website the following
materials (which are not incorporated by reference unless specifically stated
in
this Prospectus) as soon as reasonably practicable after filing or furnishing
them to the SEC:
|
·
|
our
annual report on Form 10-K;
|
|
·
|
our
quarterly reports on Form 10-Q;
|
|
·
|
our
current reports on Form 8-K; and
|
|
·
|
amendments
to those reports.
|
The
Offering
Common
Stock
offered...................................................
|
We
may offer, from time to time, up to a total of 4,000,000 shares of
our
Common Stock available under this Prospectus on terms to be determined
at
the time of the offering. Our Common Stock may be offered at prices
and on
terms to be set forth in one or more Prospectus Supplements. The
offering
price per share of our Common Stock net of underwriting commissions
or
discounts will not be less than the net asset value per share of
our
Common Stock.
|
|
|
Use
of
proceeds................................................................
|
Although
we will make initial investments exclusively in tiny technology,
we can
make follow-on investments in non-tiny technology companies currently
in
our portfolio. Further, while considering venture capital investments,
we
may invest the proceeds in U.S. government and agency securities,
which
may yield less than our operating expense ratio. We expect to invest
or
reserve for potential follow-on investment the net proceeds of
any sale of
shares under this Prospectus within two years from the completion
of such
sale. We may also use the proceeds of this offering for operating
expenses, including due diligence expenses on potential investments.
Our
portfolio companies rarely pay us dividends or interest, and we
do not
generate enough income from fixed income investments to meet all
of our
operating expenses. For this purpose, we do not expect to reserve
for
follow-on investments in any particular portfolio holding more
than the
greater of twice the investment to date in that portfolio holding
or five
times the initial investment in the case of seed-stage
investments,
though we may invest more than the amount reserved for this purpose
in any
particular portfolio holding.
|
|
|
Dividends
and
Distributions..........................................
|
To
the extent that we retain any net capital gain, we may make deemed
capital
gain dividends. If we do make a deemed capital gain dividend, you
will not
receive a cash distribution, but instead you will receive a tax
credit and
increase in basis equal to your proportionate share of the tax
paid by us
on your behalf. We currently intend to retain our net capital gains
for
investment and pay the associated federal corporate income tax.
We may
change this policy in the future. See "Taxation."
|
|
|
Nasdaq
Global Market symbol.......................................
|
TINY
|
TABLE
OF FEES AND EXPENSES
The
following tables are intended to assist you in understanding the various
costs
and expenses directly or indirectly associated with investing in our Common
Stock. Amounts are for the current fiscal year after giving effect to
anticipated net proceeds of the offering for the 4,000,000 shares registered
pursuant to this Prospectus, assuming that we incur the estimated offering
expenses. The price per share used in this calculation was the closing price
of
our Common Stock on April 19, 2007 of $13.67.
Shareholder
Transaction Expenses
|
|
|
|
Sales
Load(1)
(as a percentage of offering price)
|
|
N/A
|
|
Offering
Expenses (as a percentage of offering price)
|
|
|
0.60
|
%
|
Annual
Expenses (as a percentage of net assets attributable to Common
Stock)
|
|
|
|
|
Management
Fees(2)
|
|
|
N/A
|
|
Other
Expenses(3)
|
|
|
|
|
Salaries
and Benefits(4)
|
|
|
4.74
|
%
|
Administration
and Operations(5)
|
|
|
1.14
|
%
|
Professional
Fees
|
|
|
.44
|
%
|
Total
Annual Expenses(6)
|
|
|
6.32
|
%
|
_______________________________
Example
The
following examples illustrate the dollar amount of cumulative expenses that
would be incurred over various periods with respect to a hypothetical investment
in our Common Stock. These amounts are based upon payment by us of expenses
at
levels set forth in the above table, including the non-cash, stock-based
compensation expenses.
On
the
basis of the foregoing, including the non-cash, stock-based compensation
expense, you would pay the following expenses on a $10,000 investment, assuming
a five percent annual return:*
1
Year
|
3
Years
|
5
Years
|
10
Years
|
$684
|
$1,908
|
$3,099
|
$5,943
|
|
*
|
This
example includes non-cash, stock-based compensation. Excluding
the
non-cash, stock-based compensation, you would pay expenses of $394
in 1
year, $1,078 in 3 years, $1,785 in 5 years and $3,659 in 10 years,
on a
$10,000 investment, assuming a five percent
return.
|
The
foregoing table is to assist you in understanding the various costs and expenses
that an investor in our Common Stock will bear directly or indirectly. The
assumed five percent annual return is not a prediction of, and does not
represent, the projected or actual performance of our Common Stock. The
above example should not be considered a representation of future expenses,
and
actual expenses and annual rates of return may be more or less than those
assumed for purposes of the example.
(1) In
the
event that the shares of Common Stock to which this Prospectus relates are
sold
to or through underwriters, a corresponding Prospectus Supplement will disclose
the sales load.
(2) The
Company has no external management fees because it is internally
managed.
(3) "Other
Expenses" are based on amounts for the fiscal year ended December 31,
2006.
(4) "Salaries
and Benefits" includes non-cash stock-based compensation expense of $5,038,956.
The Company accounts for stock-based compensation expense pursuant to SFAS
No.
123(R) "Share-Based Payment," which requires that we determine the fair value
of
all share-based payments to employees, including the fair value of grants
of
employee stock options, and record these amounts as an expense in the Statement
of Operations over the vesting period with a corresponding increase to our
additional paid-in capital. There is no effect on net asset value from
stock-based compensation expense at the time of grant. If options are exercised,
net asset value per share will be decreased if the net asset value per share
at
the time of exercise is higher than the exercise price and net asset value
per
share will be increased if the net asset value per share at the time of exercise
is lower than the exercise price. Excluding the non-cash, stock-based
compensation expense, "Salaries and benefits" totals $2,945,195 or 1.78 percent
of net assets attributable to Common Stock.
(5) "Administration
and Operations" includes expenses incurred for administration, operations,
rent,
directors’ fees and expenses, depreciation and custodian
fees.
(6) "Total
Annual Expenses" includes non-cash compensation expense of $5,038,956. See
Footnote (4) above. Cash-based total annual expenses as a percentage of net
assets attributable to Common Stock is 3.39%.
SELECTED
CONDENSED CONSOLIDATED FINANCIAL DATA
The
information below should be read in conjunction with the Consolidated Financial
Statements and Supplementary Data and the notes thereto. Financial information
as of and for the years ended December 31, 2006, 2005, 2004, 2003 and 2002,
has
been derived from our financial statements that were audited by
PricewaterhouseCoopers LLP. These historical results are not necessarily
indicative of the results to be expected in the future.
BALANCE
SHEET DATA
Financial
Position as of December 31:
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|
2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
118,328,590
|
|
$
|
132,938,120
|
|
$
|
79,361,451
|
|
$
|
44,115,128
|
|
$
|
35,951,969
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
$
|
4,398,287
|
|
$
|
14,950,378
|
|
$
|
4,616,652
|
|
$
|
3,432,390
|
|
$
|
8,695,923
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets
|
|
$
|
113,930,303
|
|
$
|
117,987,742
|
|
$
|
74,744,799
|
|
$
|
40,682,738
|
|
$
|
27,256,046
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value per outstanding share
|
|
$
|
5.42
|
|
$
|
5.68
|
|
$
|
4.33
|
|
$
|
2.95
|
|
$
|
2.37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
dividends paid
|
|
$
|
0.00
|
|
$
|
0.00
|
|
$
|
0.00
|
|
$
|
0.00
|
|
$
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
dividends paid per outstanding share
|
|
$
|
0.00
|
|
$
|
0.00
|
|
$
|
0.00
|
|
$
|
0.00
|
|
$
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
outstanding, end of year
|
|
|
21,015,017
|
|
|
20,756,345
|
|
|
17,248,845
|
|
|
13,798,845
|
|
|
11,498,845
|
|
Operating
Data for year ended December 31:
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|
2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
investment income
|
|
$
|
3,028,761
|
|
$
|
1,540,862
|
|
$
|
637,562
|
|
$
|
167,785
|
|
$
|
253,461
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
expenses1
|
|
$
|
10,641,696
|
|
$
|
7,006,623
|
|
$
|
4,046,341
|
|
$
|
2,731,527
|
|
$
|
2,124,549
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
operating (loss) income
|
|
$
|
(7,612,935
|
)
|
$
|
(5,465,761
|
)
|
$
|
(3,408,779
|
)
|
$
|
(2,563,742
|
)
|
$
|
(1,871,088
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
tax (benefit) expense2
|
|
$
|
(227,355
|
)
|
$
|
8,288,778
|
|
$
|
650,617
|
|
$
|
13,761
|
|
$
|
199,309
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
realized income (loss) from investments
|
|
$
|
258,693
|
|
$
|
14,208,789
|
|
$
|
858,503
|
|
$
|
(984,925
|
)
|
$
|
2,390,302
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(increase) decrease in unrealized depreciation on
investments
|
|
$
|
(4,418,870
|
)
|
$
|
(2,026,652
|
)
|
$
|
484,162
|
|
$
|
343,397
|
|
$
|
(3,241,408
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(decrease) increase in net assets resulting from
operations
|
|
$
|
(11,773,112
|
)
|
$
|
6,716,376
|
|
$
|
(2,066,114
|
)
|
$
|
(3,205,270
|
)
|
$
|
(2,722,194
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease)
Increase in net assets resulting from operations per average outstanding
share
|
|
$
|
(0.57
|
)
|
$
|
0.36
|
|
$
|
(0.13
|
)
|
$
|
(0.28
|
)
|
$
|
(0.27
|
)
|
1Included
in total expenses are the following profit-sharing expenses/(reversals):
$50,875
in 2006; $1,796,264 in 2005; $311,594 in 2004; and ($163,049) in 2002. Also
included in total expenses is non-cash, stock-based compensation expense
of
$5,038,956 in 2006. There was no stock-based compensation expense in 2005,
2004,
2003 or 2002.
2Included
in total tax expense are the following taxes paid by the Company on behalf
of
shareholders: $0 in 2006, $8,122,367 in 2005, $0 in each of 2004, 2003 and
2002.
SELECTED
QUARTERLY DATA (UNAUDITED)
|
|
2006
|
|
|
|
1st
Quarter
|
|
2nd
Quarter
|
|
3rd
Quarter
|
|
4th
Quarter
|
|
Total
investment income
|
|
$
|
804,862
|
|
$
|
785,265
|
|
$
|
719,619
|
|
$
|
719,015
|
|
Net
operating loss
|
|
$
|
(767,743
|
)
|
$
|
(693,887
|
)
|
$
|
(2,988,790
|
)
|
$
|
(3,162,515
|
)
|
Net
increase (decrease) in net assets resulting from
operations
|
|
$
|
(1,653,990
|
)
|
$
|
(1,282,997
|
)
|
$
|
(2,588,092
|
)
|
$
|
(6,248,033
|
)
|
Net
(decrease) increase in net assets resulting from
operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per
average outstanding share
|
|
$
|
(0.08
|
)
|
$
|
(0.06
|
)
|
$
|
(0.12
|
)
|
$
|
(0.31
|
)
|
|
|
2005
|
|
|
|
1st
Quarter
|
|
2nd
Quarter
|
|
3rd
Quarter
|
|
4th
Quarter
|
|
Total
investment income
|
|
$
|
260,108
|
|
$
|
158,717
|
|
$
|
315,374
|
|
$
|
801,662
|
|
Net
operating loss
|
|
$
|
(745,590
|
)
|
$
|
(3,302,094
|
)
|
$
|
(3,273,797
|
)
|
$
|
1,851,274
|
|
Net
increase (decrease) in net assets resulting from
operations
|
|
$
|
(2,233,447
|
)
|
$
|
7,001,847
|
|
$
|
7,336,923
|
|
$
|
(5,388,947
|
)
|
Net
(decrease) increase in net assets resulting from
operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per
average outstanding share
|
|
$
|
(0.13
|
)
|
$
|
0.41
|
|
$
|
0.40
|
|
$
|
(0.26
|
)
|
SELECTED
QUARTERLY DATA (UNAUDITED)
(continued)
|
|
2004
|
|
|
|
1st
Quarter
|
|
2nd
Quarter
|
|
3rd
Quarter
|
|
4th
Quarter
|
|
Total
investment income
|
|
$
|
56,536
|
|
$
|
79,231
|
|
$
|
253,581
|
|
$
|
248,214
|
|
Net
operating loss
|
|
$
|
(749,865
|
)
|
$
|
(774,584
|
)
|
$
|
(978,773
|
)
|
$
|
(905,557
|
)
|
Net
increase (decrease) in net assets resulting from
operations
|
|
$
|
820,515
|
|
$
|
(2,237,037
|
)
|
$
|
1,111,121
|
|
$
|
(1,760,713
|
)
|
Net
(decrease) increase in net assets resulting from
operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per
average outstanding share
|
|
$
|
0.06
|
|
$
|
(0.16
|
)
|
$
|
0.06
|
|
$
|
(0.09
|
)
|
INCORPORATION
BY REFERENCE
The
financial statements as of December 31, 2006, and 2005, and for each of the
three years in the period ended December 31, 2006, have been incorporated
by
reference into the Prospectus from the Company’s Annual Report on Form 10-K,
which either accompanies this Prospectus or has previously been provided
to the
person to whom this Prospectus is being sent.
The
information required by Item 4.2 "Management's Discussion and Analysis of
Financial Condition and Results of Operations" as of December 31, 2006, and
2005, and for each of the three years in the period ended December 31, 2006,
have been incorporated by reference into the Prospectus from the Company's
Annual Report on Form 10-K, which either accompanies this Prospectus or has
previously been provided to the person to whom this Prospectus is being
sent.
We
will
furnish, without charge, a copy of the financial statements upon request by
writing to 111 West 57th
Street,
Suite 1100, New York, New York 10019, Attention: Investor Relations, or by
calling 1-877-TINY-TECH.
AVAILABLE
INFORMATION
We
file
annual, quarterly and current reports, proxy statements and other information
with the SEC under the Securities Exchange Act of 1934. You can inspect any
materials we file with the SEC, without charge, at the SEC’s Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
202-942-8090 for further information on the Public Reference Room. The SEC
maintains a web site that contains reports, proxy statements and other
information regarding registrants, including us, that file such information
electronically with the SEC. The address of the SEC’s web site is www.sec.gov.
Information contained on the SEC’s web site about us is not incorporated into
this Prospectus and you should not consider information contained on the SEC’s
web site to be part of this Prospectus.
You
may
obtain our annual reports, request other information about us and make
shareholder inquiries by calling toll free 1-877-TINY TECH. We also make
available our annual reports, free of charge, on our website at
www.TinyTechVC.com. Information on our website is not part of this Prospectus
and should not be considered as such when making your investment decision.
RISK
FACTORS
Investing
in our Common Stock involves significant risks relating to our business and
investment objective. You should carefully consider the risks and uncertainties
described below before you purchase any of our Common Stock. These risks and
uncertainties are not the only ones we face. Unknown additional risks and
uncertainties, or ones that we currently consider immaterial, may also impair
our business. If any of these risks or uncertainties materialize, our business,
financial condition or results of operations could be materially adversely
affected. In this event, the trading price of our Common Stock could decline,
and you could lose all or part of your investment.
Risks
related to the companies in our portfolio.
A
continuing lack of initial public offering opportunities may cause companies
to
stay in our portfolio longer, leading to lower returns, write-downs and
write-offs.
Beginning
about 2001, many fewer venture capital-backed companies per annum have been
able
to complete initial public offerings (IPOs) than in the years of the previous
decade. Moreover, in 2006, the venture capital-backed companies that
completed IPOs had a median age of about eight years, which was older than
the
median age of venture capital-backed IPOs in any period since 2001-2002.
Now that some of our companies are becoming more mature, a continuing lack
of
IPO opportunities for venture capital-backed companies could lead to companies
staying longer in our portfolio as private entities still requiring
funding. In the best case, such stagnation would dampen returns, and in
the worst case, could lead to write-downs and write-offs as some companies
ran
short of cash and had to accept lower valuations in private fundings or were
not
able to access additional capital at all. A continuing lack of IPO
opportunities for venture capital-backed companies is also causing some venture
capital firms to change their strategies, which is causing some of them to
reduce funding of their portfolio companies, making it more difficult for
such
companies to access capital and to fulfill their potential, leading in some
cases to write-downs and write-offs of such companies by other venture capital
firms, such as ourselves, who are co-investors in such
companies.
Investing
in small, private companies involves a high degree of risk and is highly
speculative.
We
have
invested a substantial portion of our assets in privately held development
stage
or start-up companies, the securities of which are inherently illiquid. These
businesses tend to lack management depth, to have limited or no history of
operations and to have not attained profitability. Tiny technology companies
are
especially risky, involving scientific, technological and commercialization
risks. Because of the speculative nature of these investments, these securities
have a significantly greater risk of loss than traditional investment
securities. Some of our venture capital investments are likely to be complete
losses or unprofitable, and some will never realize their potential. We have
been and will continue to be risk seeking rather than risk averse in our
approach to venture capital and other investments. Neither our investments
nor
an investment in our Common Stock is intended to constitute a balanced
investment program.
We
may invest in companies working with technologies or intellectual property
that
currently have few or no proven commercial applications.
Nanotechnology,
in particular, is a developing area of technology, of which much of the future
commercial value is unknown, difficult to estimate and subject to widely varying
interpretations. There are as of yet relatively few nanotechnology products
commercially available. The timing of additional future commercially available
nanotechnology products is highly uncertain.
Our
portfolio companies may not successfully develop, manufacture or market their
products.
The
technology of our portfolio companies is new and in many cases unproven. Their
potential products require significant and lengthy product development,
manufacturing and marketing efforts. To date, many of our portfolio companies
have not developed any commercially available products. In addition, our
portfolio companies may not be able to manufacture successfully or to market
their products in order to achieve commercial success. Further, the products
may
never gain commercial acceptance. If our portfolio companies are not able to
develop, manufacture or market successful tiny technology-enabled products,
they
will be unable to generate product revenue or build sustainable or profitable
businesses.
Our
portfolio companies working with tiny technology may be particularly susceptible
to intellectual property litigation.
Research
and commercialization efforts in tiny technology are being undertaken by a
wide
variety of government, academic and private corporate entities. As additional
commercially viable applications of tiny technology emerge, ownership of
intellectual property on which these products are based may be contested. From
time to time, our portfolio companies are or have been involved in intellectual
property disputes and litigation. Any litigation over the ownership of, or
rights to, any of our portfolio companies’ technologies or products could have a
material adverse effect on those companies’ values.
Unfavorable
general economic conditions, as well as unfavorable conditions specific to
the
venture capital industry, could result in the inability of our portfolio
companies to access additional capital, leading to financial losses in our
portfolio.
Most
of
the companies in which we have made or will make investments are susceptible
to
economic slowdowns or recessions. An economic slowdown or adverse capital or
credit market conditions may affect the ability of a company in our portfolio
to
raise additional capital from venture capital or other sources or to engage
in a
liquidity event such as an initial public offering or merger. Adverse economic,
capital or credit market conditions may lead to financial losses in our
portfolio.
The
value of our portfolio could be adversely affected if the technologies
utilized by our portfolio companies are found, or even rumored or feared,
to
cause health or environmental risks, or if legislation is passed that limits
the
commercialization of any of these technologies.
Our
portfolio companies work with new technologies, which could have
potential environmental and health impacts.
Tiny
technology in general and nanotechnology in particular are currently the
subject
of health and environmental impact research. If health or environmental concerns
about tiny technology or nanotechnology
were to
arise, whether or not they had any basis in fact, our portfolio companies
might
incur additional research, legal and regulatory expenses, and might have
difficulty raising capital or marketing their products. Legislation could
be
passed that could circumscribe the commercialization of any of these
technologies.
Public
perception(s) of ethical and social issues, including health and environment
risks regarding nanotechnology, may limit or discourage the use of
nanotechnology-enabled products, which could reduce our portfolio companies'
revenues and harm our business.
Nanotechnology
has received both positive and negative publicity and is the subject
increasingly of public discussion and debate. Government authorities could,
for
social or other purposes, prohibit or regulate the use of nanotechnology.
Ethical and emotional concerns about nanotechnology could adversely affect
acceptance of the potential products of our portfolio companies or lead to
new
government regulation of nanotechnology-enabled products. For example, debate
regarding the production of materials that could cause harm to the environment
or the health of individuals could raise concerns in the public’s perception of
nanotechnology, not all of which might be rational or scientifically
based.
Our
portfolio companies may generate revenues from the sale of non-tiny
technology-enabled products.
We
consider a company to be a tiny technology company if a product or products,
or
intellectual property covering a product or products, that we consider to
be at
the microscale or smaller is material to its business plan. The core business
of
some of these companies may not be tiny technology-enabled products, and
therefore their success or failure may not be dependent upon the tiny technology
aspects of their business. In addition to developing products that we consider
tiny technology, some of these companies may also develop products that we
do
not consider enabled by tiny technology. Some of these companies will generate
revenues from the sale of non-tiny technology-enabled products. Additionally,
it
is possible that a portfolio company may decide to change its business focus
after our initial investment and decide to develop and commercialize non-tiny
technology-enabled products.
Risks
related to the illiquidity of our investments.
We
invest in illiquid securities and may not be able to dispose of them when it
is
advantageous to do so, or ever.
Most
of
our investments are or will be equity or equity-linked securities acquired
directly from small companies. These equity securities are generally subject
to
restrictions on resale or otherwise have no established trading market. The
illiquidity of most of our portfolio of equity securities may adversely affect
our ability to dispose of these securities at times when it may be advantageous
for us to liquidate these investments. We may never be able to dispose of these
securities.
Unfavorable
economic conditions and regulatory changes could impair our ability to engage
in
liquidity events.
Our
business of making private equity investments and positioning our portfolio
companies for liquidity events might be adversely affected by current and
future
capital markets and economic conditions. The public equity markets currently
provide less opportunity for liquidity events than at times in the past when
there was more robust demand for initial public offerings, even for more
mature
technology companies than those in which we typically invest. The potential
for
public market liquidity could further decrease and could lead to an inability
to
realize potential gains or could lead to financial losses in our portfolio
and a
decrease in our revenues, net income and assets. Recent government reforms
affecting publicly traded companies, stock markets, investment banks and
securities research practices have made it more difficult for privately held
companies to complete successful initial public offerings of their equity
securities, and such reforms have increased the expense and legal exposure
of
being a public company. Slowdowns in initial public offerings may also be
having
an adverse effect on the frequency and prices of acquisitions of privately
held
companies. A lack of merger and/or acquisition opportunities for privately
held
companies also may be having an adverse effect on the ability of these companies
to raise capital from private sources. Public equity market response to
companies offering nanotechnology-enabled products is uncertain. An inability
to
engage in liquidity events could negatively affect our liquidity, our
reinvestment rate in new and follow-on investments and the value of our
portfolio.
Even
if some of our portfolio companies complete initial public offerings, the
returns on our investments in those companies would be
uncertain.
When
companies in which we have invested as private entities complete initial
public
offerings of their securities, these newly issued securities are by definition
unseasoned issues. Unseasoned issues tend to be highly volatile and have
uncertain liquidity, which may negatively affect their price. In addition,
we
are typically subject to lock-up provisions that prohibit us from selling
our
investments into the public market for specified periods of time after initial
public offerings. The market price of securities that we hold may decline
substantially before we are able to sell these securities. Most initial public
offerings of technology companies in the United States are listed on the
Nasdaq
Global Market. Government reforms of the Nasdaq Global Market have made
market-making by broker-dealers less profitable, which has caused broker-dealers
to reduce their market-making activities, thereby making the market for
unseasoned stocks less liquid than they might be otherwise.
Risks
related to our Company.
Because
there is generally no established market in which to value our investments,
our
Valuation Committee’s value determinations may differ materially from the values
that a ready market or third party would attribute to these
investments.
There
is
generally no public market for the equity securities in which we invest.
Pursuant to the requirements of the 1940 Act, we value all of the private
equity
securities in our portfolio at fair value as determined in good faith by
a
committee of independent members of our Board of Directors, which we call
the
Valuation Committee, pursuant to Valuation Procedures established by the
Board
of Directors. As a result, determining fair value requires that judgment
be
applied to the specific facts and circumstances of each portfolio investment
pursuant to specified valuation principles and processes. We are required
by the
1940 Act to value specifically each individual investment on a quarterly
basis
and record unrealized depreciation for an investment that we believe has
become
impaired. Conversely, we must record unrealized appreciation if we believe
that
our securities have appreciated in value. Without a readily ascertainable
market
value and because of the inherent uncertainty of valuation, the fair value
that
we assign to our investments may differ from the values that would have been
used had an efficient market existed for the investments, and the difference
could be material. Any changes in fair value are recorded in our consolidated
statements of operations as a change in the "Net (decrease) increase in
unrealized appreciation on investments." See "Determination of Net Asset
Value."
In
the
venture capital industry, even when a portfolio of early-stage, high-technology
venture capital investments proves to be profitable over the portfolio's
lifetime, it is common for the portfolio's value to undergo a so-called
"J-curve" valuation pattern. This means that when reflected on a graph, the
portfolio’s valuation would appear in the shape of the letter "J," declining
from the initial valuation prior to increasing in valuation. This J-curve
valuation pattern results from write-downs and write-offs of portfolio
investments that appear to be unsuccessful, prior to write-ups for portfolio
investments that prove to be successful. Because early-stage companies typically
have negative cash flow and are by their nature inherently fragile, a valuation
process can more readily substantiate a loss of value than an increase in value,
absent a substantial investment at a higher valuation by a third-party,
knowledgeable, non-strategic investor. Even if our venture capital investments
prove to be profitable in the long run, such J-curve valuation patterns could
have a significant adverse effect on our net asset value per share and the
value
of our Common Stock in the interim. Over time, as we continue to make additional
tiny technology investments, this J-curve pattern may be less relevant for
our
portfolio as a whole, because the individual J-curves for each investment,
or
series of investments, may overlap with previous investments at different stages
of their J-curves.
Changes
in valuations of our privately held, early stage companies tend to be more
volatile than changes in prices of publicly traded
securities.
Investments
in privately held, early stage companies are inherently more volatile than
investments in more mature businesses. Such immature businesses are inherently
fragile and easily affected by both internal and external forces. Our investee
companies can lose much or all of their value suddenly in response to an
internal or external adverse event. Conversely, these immature businesses
can
gain suddenly in value in response to an internal or external positive
development. Moreover, because our ownership interests in such investments
are
valued only at quarterly intervals by our Valuation Committee, a committee
of
independent members of our Board of Directors, changes in valuations from
one
valuation point to another tend to be larger than changes in valuations of
marketable securities which are revalued in the marketplace much more
frequently, in some highly liquid cases, virtually
continuously.
We
expect to continue to experience material write-downs of securities of portfolio
companies.
Write-downs
of securities of our privately held companies have always been a by-product
and
risk of our business. We expect to continue to experience material write-downs
of securities of privately held portfolio companies. Write-downs of such
companies occur at all stages of their development. Such write-downs may
increase in dollar terms, frequency and as a percentage of our net asset
value
as our dollar investment activity in privately held companies continues to
increase, and the number of such holdings in our portfolio continues to grow.
Because the average size of each of our investments in tiny technology has
increased from year to year and continues to increase, the average size of
our
write-downs will probably also increase.
Because
we are a non-diversified company with a relatively concentrated portfolio,
the
value of our business is subject to greater volatility than the value of
companies with more broadly diversified investments.
As
a
result of our assets being invested in the securities of a small number of
issuers, we are classified as a non-diversified company. We may be more
vulnerable to events affecting a single issuer or industry and therefore subject
to greater volatility than a company whose investments are more broadly
diversified. Accordingly, an investment in our Common Stock may present greater
risk to you than an investment in a diversified company.
We
are dependent upon key management personnel for future success, and may not
be
able to retain them.
We
are
dependent upon the diligence and skill of our senior management and other
key
advisers for the selection, structuring, closing and monitoring of our
investments. We utilize lawyers, and we utilize outside consultants, including
two of our directors, Dr. Kelly S. Kirkpatrick and Lori D. Pressman, to assist
us in conducting due diligence when evaluating potential investments. There
is
generally no publicly available information about the companies in which
we
invest, and we rely significantly on the diligence of our employees and advisers
to obtain information in connec-tion with our investment decisions. Our future
success to a significant extent depends on the continued service and
coordination of our senior management team, and particularly on our Chairman
and
Chief Executive Officer, Charles E. Harris, who will be subject to mandatory
retirement pursuant to the Company's mandatory retirement policy for senior
executives on December 31, 2008; on our Chief Operating Officer and Chief
Financial Officer, Douglas W. Jamison, who has been designated by our Board
of
Directors as the successor to Mr. Harris in his positions of Chairman and
Chief
Executive Officer as of January 1, 2009 upon his retirement; and on our General
Counsel, Chief Compliance Officer and Director of Human Resources, Sandra
M.
Forman. The departure of any of our executive officers, key employees or
advisers could materially adversely affect our ability to implement our business
strategy. We do not maintain for our benefit any key man life insurance on
any
of our officers or employees.
We
will need to hire additional employees as the size of our portfolio
increases.
We
anticipate that it will be necessary for us to add investment professionals
with
expertise in venture capital and/or tiny technology and administrative and
support staff to accommodate the increasing size of our portfolio. We may
need
to provide additional scientific, business, accounting, legal or investment
training for our hires. There is competition for highly qualified personnel.
We
may not be successful in our efforts to recruit and retain highly qualified
personnel because the expenses that we incur as a heavily regulated, publicly
held company preclude our paying as high a percentage of our total expenses
in
cash compensation for employees as the private partnerships with which we
compete. Although we have the advantage of offering equity incentive
compensation, unlike those private partnerships, we cannot permit co-investment
in our investments by our employees, and we cannot give our employees 20
percent
or higher carried interests in our investments as incentive compensation
taxable
as long-term capital gains.
The
market for venture capital investments, including tiny technology investments,
is highly competitive.
We
face
substantial competition in our investing activities from many competitors,
including but not limited to: private venture capital funds; investment
affiliates of large industrial, technology, service and financial companies;
small business investment companies; hedge funds; wealthy individuals; and
foreign investors. Our most significant competitors typically have significantly
greater financial resources than we do. Greater financial resources are
particularly advantageous in securing lead investor roles in venture capital
syndicates. Lead investors typically negotiate the terms and conditions of
such
financings. Many sources of funding compete for a small number of attractive
investment opportunities. Hence, we face substantial competition in sourcing
good investment opportunities on terms of investment that are commercially
attractive.
In
addition to the difficulty of finding attractive investment opportunities,
our
status as a regulated business development company may hinder our ability to
participate in investment opportunities or to protect the value of existing
investments.
We
are
required to disclose on a quarterly basis the names and business descriptions
of
our portfolio companies and the value of our portfolio securities. Most of
our
competitors are not subject to these disclosure requirements. Our obligation
to
disclose this information could hinder our ability to invest in some portfolio
companies. Additionally, other current and future regulations may make us less
attractive as a potential investor than a competitor not subject to the same
regulations.
Our
failure to make follow-on investments in our portfolio companies could impair
the value of our portfolio.
Following
an initial investment in a portfolio company, we may make additional investments
in that portfolio company as "follow-on" investments, in order to: (1) increase
or maintain in whole or in part our ownership percentage; (2) exercise warrants,
options or convertible securities that were acquired in the original or
subsequent financing; or (3) attempt to preserve or enhance the value of our
investment. "Pay-to-play" provisions have become common in venture capital
transactions. These provisions require proportionate investment in subsequent
rounds of financing in order to preserve preferred rights such as anti-dilution
protection or even to prevent preferred shares from being converted to common
shares.
We
may
elect not to make follow-on investments or lack sufficient funds to make such
investments. We have the discretion to make any follow-on investments, subject
to the availability of capital resources. The failure to make a follow-on
investment may, in some circumstances, jeopardize the continued viability of
a
portfolio company and our initial investment, or may result in a missed
opportunity for us to increase our participation in a successful operation,
or
may cause us to lose some or all preferred rights or even substantially all
of
our equity ownership in it, pursuant to "pay-to-play" provisions. Even if we
have sufficient capital to make a desired follow-on investment, we may elect
not
to make a follow-on investment because we may not want to increase our
concentration of risk, because we prefer other opportunities or because we
are
inhibited by compliance with business development company requirements or the
desire to maintain our tax status.
Bank
borrowing or the issuance of debt securities or preferred stock by us, to fund
investments in portfolio companies or to fund our operating expenses, would
make
our total return to common shareholders more volatile.
Use
of
debt or preferred stock as a source of capital entails two primary risks.
The
first is the risk of leverage, which is the use of debt to increase the pool
of
capital available for investment purposes. The use of debt leverages our
available common equity capital, magnifying the impact on net asset value
of
changes in the value of our investment portfolio. For example, a business
development company that uses 33 percent leverage (that is, $50 of leverage
per
$100 of common equity) will show a 1.5 percent increase or decline in net
asset
value for each 1 percent increase or decline in the value of its total assets.
The second risk is that the cost of debt or preferred stock financing may
exceed
the return on the assets the proceeds are used to acquire, thereby diminishing
rather than enhancing the return to common shareholders. If we issue preferred
shares or debt, the common shareholders would bear the cost of this leverage.
To
the extent that we utilize debt or preferred stock financing for any purpose,
these two risks would likely make our total return to common shareholders
more
volatile. In addition, we might be required to sell investments, in order
to
meet dividend, interest or principal payments, when it might be disadvantageous
for us to do so.
As
provided in the 1940 Act and subject to some exceptions, we can issue debt
or
preferred stock so long as our total assets immediately after the issuance,
less
some ordinary course liabilities, exceed 200 percent of the sum of the debt
and
any preferred stock outstanding. The debt or preferred stock may be convertible
in accordance with SEC guidelines, which might permit us to obtain leverage
at
more attractive rates. The requirement under the 1940 Act to pay, in full,
dividends on preferred shares or interest on debt before any dividends may
be
paid on our Common Stock means that dividends on our Common Stock from earnings
may be reduced or eliminated. An inability to pay dividends on our Common Stock
could conceivably result in our ceasing to qualify as a regulated investment
company, or RIC, under the Code, which would in most circumstances be materially
adverse to the holders of our Common Stock. As of the date hereof, we do not
have any debt or preferred stock outstanding.
We
are authorized to issue preferred stock, which would convey special rights
and
privileges to its owners senior to those of Common Stock
shareholders.
We
are
currently authorized to issue up to 2,000,000 shares of preferred stock, under
terms and conditions determined by our Board of Directors. These shares would
have a preference over our Common Stock with respect to dividends and
liquidation. The statutory class voting rights of any preferred shares we would
issue could make it more difficult for us to take some actions that might,
in
the future, be proposed by the Board and/or holders of Common Stock, such as
a
merger, exchange of securities, liquidation or alteration of the rights of
a
class of our securities, if these actions were perceived by the holders of
the
preferred shares as not in their best interests. The issuance of preferred
shares convertible into shares of Common Stock might also reduce the net income
and net asset value per share of our Common Stock upon conversion.
Loss
of status as a RIC would reduce our net asset value and distributable
income.
We
currently intend to qualify as a RIC for 2007 under the Code. As a RIC, we
do
not have to pay federal income taxes on our income (including realized gains)
that is distributed to our shareholders. Accordingly, we are not permitted
under
accounting rules to establish reserves for taxes on our unrealized capital
gains. If we failed to qualify for RIC status in 2007 or beyond, to the extent
that we had unrealized gains, we would have to establish reserves for taxes,
which would reduce our net asset value, accordingly. In addition, if we,
as a
RIC, were to decide to make a deemed distribution of net realized capital
gains
and retain the net realized capital gains, we would have to establish
appropriate reserves for taxes that we would have to pay on behalf of
shareholders. It is possible that establishing reserves for taxes could have
a
material adverse effect on the value of our Common Stock. See
"Taxation."
We
operate in a heavily regulated environment, and changes to, or non-compliance
with, regulations and laws could harm our business.
We
are
subject to substantive SEC regulations as a business development company.
Securities and tax laws and regulations governing our activities may change
in
ways adverse to our and our shareholders’ interests, and interpretations of
these laws and regulations may change with unpredictable consequences. Any
change in the laws or regulations that govern our business could have an adverse
impact on us or on our operations. Changing laws, regulations and standards
relating to corporate governance and public disclosure, including the
Sarbanes-Oxley Act of 2002, new SEC regulations and Nasdaq Global Market rules,
are creating additional expense and uncertainty for publicly held companies
in
general, and for business development companies in particular. These new or
changed laws, regulations and standards are subject to varying interpretations
in many cases because of their lack of specificity, and as a result, their
application in practice may evolve over time, which may well result in
continuing uncertainty regarding compliance matters and higher costs
necessitated by ongoing revisions to disclosure and governance practices.
We
are
committed to maintaining high standards of corporate governance and public
disclosure. As a result, our efforts to comply with evolving laws, regulations
and standards have and will continue to result in increased general and
administrative expenses and a diversion of management time and attention from
revenue-generating activities to compliance activities. In particular, our
efforts to comply with Section 404 of the Sarbanes-Oxley Act of 2002 and the
related regulations regarding our required assessment of our internal controls
over financial reporting and our external auditors' audit of that assessment
has
required the commitment of significant financial and managerial resources.
Moreover,
even though business development companies are not mutual funds, they must
comply with several of the regulations applicable to mutual funds, such as
the
requirement for the implementation of a comprehensive compliance program
and the
appointment of a Chief Compliance Officer. Further, our Board members, Chief
Executive Officer and Chief Financial Officer could face an increased risk
of
personal liability in connection with the performance of their duties. As
a
result, we may have difficulty attracting and retaining qualified board members
and executive officers, which could harm our business, and we have significantly
increased both our coverage under, and the related expense for, directors'
and
officers' liability insurance. If our efforts to comply with new or changed
laws, regulations and standards differ from the activities intended by
regulatory or governing bodies, our reputation may be harmed. Also, as business
and financial practices continue to evolve, they may render the regulations
under which we operate less appropriate and more burdensome than they were
when
originally imposed. This increased regulatory burden is causing us to incur
significant additional expenses and is time consuming for our management,
which
could have a material adverse effect on our financial performance.
Market
prices of our Common Stock will continue to be volatile.
We
expect
that the market price of our Common Stock price will continue to be volatile.
The price of the Common Stock may be higher or lower than the price you pay
for
your shares, depending on many factors, some of which are beyond our control
and
may not be directly related to our operating performance. These factors include
the following:
• stock
market and capital markets conditions;
• internal
developments in our Company with respect to our personnel, financial condition
and compliance with all applicable regulations;
• announcements
regarding any of our portfolio companies;
• announcements
regarding developments in the nanotechnology field in general;
• environmental
and health concerns regarding nanotechnology, whether real or
perceptual;
• announcements
regarding government funding and initiatives related to the development
of nanotechnology;
• general
economic conditions and trends; and/or
• departures
of key personnel.
We
will
not have control over many of these factors, but expect that our stock price
may
be influenced by them. As a result, our stock price may be volatile, and you
may
lose all or part of your investment.
Quarterly
results fluctuate and are not indicative of future quarterly
performance.
Our
quarterly operating results fluctuate as a result of a number of factors. These
factors include, among others, variations in and the timing of the recognition
of realized and unrealized gains or losses, the degree to which we and our
portfolio companies encounter competition in our markets and general economic
and capital markets conditions. As a result of these factors, results for any
one quarter should not be relied upon as being indicative of performance in
future quarters.
To
the extent that we do not realize income or choose not to retain after-tax
realized capital gains, we will have a greater need for additional capital
to
fund our investments and operating expenses.
As
a RIC,
we must annually distribute at least 90 percent of our investment company
taxable income as a dividend and may either distribute or retain our realized
net capital gains from investments. As a result, these earnings may not be
available to fund investments. If we fail to generate net realized capital
gains
or to obtain funds from outside sources, it would have a material adverse
effect
on our financial condition and results of operations as well as our ability
to
make follow-on and new investments. Because of the structure and objectives
of
our business, we generally expect to experience net operating losses and
rely on
proceeds from sales of investments, rather than on investment income, to
defray
a significant portion of our operating expenses. These sales are unpredictable
and may not occur. In addition, as a business development company, we are
generally required to maintain a ratio of at least 200 percent of total assets
to total borrowings and preferred stock, which may restrict our ability to
borrow to fund these requirements. Lack of capital could curtail our investment
activities or impair our working capital.
Investment
in foreign securities could result in additional risks.
We
may
invest in foreign securities, and we currently have one investment in a foreign
security. When we invest in securities of foreign issuers, we may be subject
to
risks not usually associated with owning securities of U.S. issuers. These
risks
can include fluctuations in foreign currencies, foreign currency exchange
controls, social, political and economic instability, differences in securities
regulation and trading, expropriation or nationalization of assets and foreign
taxation issues. In addition, changes in government administrations or economic
or monetary policies in the United States or abroad could result in appreciation
or depreciation of our securities and could favorably or unfavorably affect
our
operations. It may also be more difficult to obtain and enforce a judgment
against a foreign issuer. Any foreign investments made by us must be made
in
compliance with U.S. and foreign currency restrictions and tax laws restricting
the amounts and types of foreign investments.
Although
most of our investments are denominated in U.S. dollars, our investments that
are denominated in a foreign currency are subject to the risk that the value
of
a particular currency may change in relation to the U.S. dollar, in which
currency we maintain financial statements and valuations. Among the factors
that
may affect currency values are trade balances, the level of short-term interest
rates, differences in relative values of similar assets in different currencies,
long-term opportunities for investment and capital appreciation and political
developments.
Risks
related to this offering.
Investing
in our stock is highly speculative and an investor could lose some or all of
the
amount invested.
Our
investment objective and strategies result in a high degree of risk in our
investments and may result in losses in the value of our investment portfolio.
Our investments in portfolio companies are highly speculative and, therefore,
an
investor in our Common Stock may lose his or her entire investment. The value
of
our Common Stock may decline and may be affected by numerous market conditions,
which could result in the loss of some or all of the amount invested in our
Common Stock. The securities markets frequently experience extreme price
and
volume fluctuations that affect market prices for securities of companies
in
general, and technology and very small capitalization companies in particular.
Because of our focus on the technology and very small capitalization sectors,
and because we are a very small capitalization company ourselves, our stock
price is especially likely to be affected by these market conditions. General
economic conditions, and general conditions in tiny technology in general
and
nanotechnology in particular and in the semi-conductor and information
technology, life sciences, materials science and other high technology
industries, may also affect the price of our Common Stock.
We
will have discretion over the use of proceeds of this
offering.
We
will
have flexibility in applying the proceeds of this offering. We may pay operating
expenses, including due diligence expenses on potential new investments, from
the net proceeds. Our ability to achieve our investment objective may be limited
to the extent that the net proceeds of the offering, pending full investment,
are used to pay operating expenses.
Our
shares might trade at discounts from net asset value or at premiums that are
unsustainable
over the long term.
Shares
of
business development companies like us may, during some periods, trade at
prices
higher than their net asset value and during other periods, as frequently
occurs
with closed-end investment companies, trade at prices lower than their net
asset
value. The possibility that our shares will trade at discounts from net asset
value or at premiums that are unsustainable over the long term are risks
separate and distinct from the risk that our net asset value per share will
decrease. The risk of purchasing shares of a business development company
that
might trade at a discount or unsustainable premium is more pronounced for
investors who wish to sell their shares in a relatively short period of time
because, for those investors, realization of a gain or loss on their investments
is likely to be more dependent upon changes in premium or discount levels
than
upon increases or decreases in net asset value per share. Our Common Stock
may
not trade at a price higher than or equal to net asset value per share. On
December 31, 2006, our stock closed at $12.09 per share, a premium of $6.67
over
our net asset value per share of $5.42 as of December 31,
2006.
You
have no right to require us to repurchase your shares.
You
do
not have the right to require us to repurchase your shares of Common
Stock.
FORWARD-LOOKING
INFORMATION
This
Prospectus may contain "forward-looking statements" based on our current
expectations, assumptions and estimates about us and our industry. These
forward-looking statements involve risks and uncertainties. Words such as
"believe," "anticipate," "estimate," "expect," "intend," "plan," "will,"
"may,"
"might," "could," "continue" and other similar expressions identify
forward-looking statements. In addition, any statements that refer to
expectations, projections or other characterizations of future events or
circumstances are forward-looking statements. Our actual results could differ
materially from those anticipated in the forward-looking statements as a
result
of several factors more fully described in "Risk Factors" and elsewhere in
this
Prospectus. The forward-looking statements made in this Prospectus relate
only
to events as of the date on which the statements are made. We undertake no
obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur in the future.
You
should understand that under Sections 27A(b)(2)(B) and (D) of the Securities
Act
of 1933 and Sections 21E(b)(2)(B) and (D) of the Securities Exchange Act
of
1934, the "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995 may not as a technical matter apply to statements made in connection
with this offering.
USE
OF PROCEEDS
We
estimate the total net proceeds of the offering to be up to $54,350,000 based
on
the last reported price for our Common Stock on April 19, 2007 of
$13.67.
We
expect
to invest or reserve for potential follow-on investment the net proceeds
of any
offering within two years from the completion of such offering. The net proceeds
of this offering invested after two years will only be used for follow-on
investments. Reserves for follow-on investments in any particular initial
investment may be no more than the greater of twice the investment to date
or
five times the initial investment in the case of seed-stage investments,
though
we may invest more than the amount reserved for this purpose in any particular
portfolio holding. Although we intend to make our initial investments
exclusively in companies that we believe are involved significantly in tiny
technology, we may also make follow-on investments in existing portfolio
companies involved in other technologies. Pending investment in portfolio
companies, we intend to invest the net proceeds of any offering of our Common
Stock in time deposits and/or income-producing securities that are issued
or
guaranteed by the federal government or an agency of the federal government
or
a government-owned corporation, which may well yield less than our operating
expense ratio. We
may
also use the proceeds of this offering for operating expenses, including
due
diligence expenses on potential investments. Our portfolio companies rarely
pay
us dividends or interest, and we do not generate enough income from fixed
income
investments to meet all of our operating expenses. If
we pay operating expenses from the proceeds, it will reduce the net proceeds
of
the offering that we will have available for investment.
PRICE
RANGE OF COMMON STOCK
Our
Common Stock is traded on the Nasdaq Global Market under the symbol "TINY."
The
following table sets forth for the quarters indicated, the high and low sale
prices on the Nasdaq Global Market per share of our Common Stock and the net
asset value and the premium or discount from net asset value per share at which
the shares of Common Stock were trading, expressed as a percentage of net asset
value, at each of the high and low sale prices provided.
|
Market
Price
|
Net
Asset Value ("NAV") Per Share at End of
Period
|
Premium
or Discount as a
%
of NAV
|
Quarter
Ended
|
High
|
Low
|
High
|
Low
|
|
|
|
|
|
|
March
31, 2005
|
16.80
|
11.30
|
4.20
|
300.0%
|
169.0%
|
June
30, 2005
|
13.38
|
10.01
|
4.61
|
190.2
|
117.1
|
September
30, 2005
|
13.85
|
10.70
|
5.94
|
133.2
|
80.1
|
December
31, 2005
|
14.95
|
10.15
|
5.68
|
163.2
|
78.7
|
|
|
|
|
|
|
March
31, 2006
|
16.10
|
12.75
|
5.60
|
187.5
|
127.7
|
June
30, 2006
|
14.26
|
9.57
|
5.54
|
157.4
|
72.7
|
September
30, 2006
|
12.99
|
9.38
|
5.54
|
134.5
|
69.3
|
December
31, 2006
|
15.16
|
11.80
|
5.42
|
179.7
|
117.7
|
|
|
|
|
|
|
March
31, 2007
|
13.58
|
11.00
|
--
|
--
|
--
|
Historically,
the shares of our Common Stock have traded at times at a discount and at
other
times at a premium to net asset value. Since 2003, our shares of Common Stock
have traded at a premium to net asset value. The last reported price for
our
Common Stock on April 19, 2007 was $13.67 per share. As of April 19, 2007,
we
had approximately 134 shareholders of record.
BUSINESS
We
are a
venture capital company specializing in tiny technology. We were incorporated
as
a New York corporation in 1981. In 1995, we elected to be regulated as a
business development company under the 1940 Act. Our investment objective
is to
achieve long-term capital appreciation, rather than current income, by making
venture capital investments in early-stage companies. Although our portfolio
includes insignificant non-tiny technology investments made prior to 2001,
we
now make our initial investments exclusively in tiny technology companies.
By
making these investments, we seek to provide our shareholders with a specific
focus on tiny technology through a portfolio of venture capital investments
that
address a variety of markets and products. We believe that we are the only
publicly traded business development company making initial venture capital
investments exclusively in tiny technology.
Nanotechnology,
microsystems and microelectromechanical systems, (MEMS), are often referred
to
collectively as "tiny technology," or "small technology," by scientists and
others in this field. Nanotechnology in particular is multidisciplinary and
widely applicable, and it incorporates technology that is significantly smaller
than is currently in widespread commercial use. Microsystems are measured in
micrometers, which are units of measurement in millionths of a meter.
Nanotechnology is measured in nanometers, which are units of measurement in
billionths of a meter. Because it is a new field, tiny technology, and
particularly nanotechnology, has significant scientific, engineering, regulatory
and commercialization risks.
Tiny
technology, particularly nanotechnology, is distinguished by its applicability
to a wide range of industries. As a venture capital company, we make it
possible, through the ownership of our shares, for our shareholders to
participate in this emerging field at an earlier stage than would typically
be
possible for them. By making investments in companies that control intellectual
property relevant to tiny technology, we are building a portfolio that we
believe will be difficult to replicate, as we believe it will likely become
increasingly difficult to create new foundational intellectual property in
nanotechnology.
As
is
usual in the venture capital industry, our venture capital investments are
primarily in convertible preferred stock, which is usually the most senior
security in a portfolio company’s equity capital structure until the company has
substantial revenues, and which gives us seniority over the holders of Common
Stock (usually including the founders) while preserving fully our participation
in the upside potential of the portfolio company through the conversion feature
and, in many cases, a dividend right payable in kind (which increases our
participation in the portfolio company) or potentially in cash.
We
have a
long history of investing in venture capital and of business development. Our
approach is traditional, including a patient examination of available early
stage opportunities, thorough due diligence and close involvement with
management. Unlike most private equity and venture capital funds, we will not
be
subject to any requirement to return capital to investors. Such requirements
typically stipulate that these funds can only be invested once and, together
with any capital gains on such investment, must be returned to investors, net
of
fees and carried interest in profits, after a pre-agreed time period. These
provisions may cause private equity and venture capital funds to seek
investments that are likely to be able to be sold relatively quickly or to
seek
returns on their investments through mergers, public equity offerings or other
liquidity events more quickly than they otherwise might. Because we typically
invest as part of a syndicate of venture capital firms, their time horizons
often determine ours, though we may provide seed capital before forming a
syndicate with other investors, or maintain our investment in an investee
company after it goes public, even after our co-investors sell or distribute
their shares.
In
addition, to the investor, we offer:
|
·
|
a
portfolio consisting of investments that are generally available
only to a
small, highly specialized group of professional venture capital firms
as
investors;
|
|
·
|
a
qualified team of professionals, including five full-time members
of
management, four of whom are designated as Managing Directors, Charles
E.
Harris, Douglas W. Jamison, Daniel V. Leff and Alexei A. Andreev,
and a
Vice President, Daniel B. Wolfe, to evaluate and monitor investments.
Two
of our directors are also consultants to us, Kelly S. Kirkpatrick
and Lori
D. Pressman. These seven professionals collectively have expertise
in
venture capital, intellectual property and tiny technology to evaluate
and
monitor investments;
|
|
·
|
the
opportunity to benefit from our experience in a new field expected
to
permeate a variety of industries; and
|
|
·
|
through
the ownership of our publicly traded shares, a measure of liquidity
not
available in typical underlying venture capital portfolio
investments.
|
While
we
intend to make initial investments exclusively in companies that we believe
are
involved significantly in tiny technology, we may also make follow-on
investments in existing non-tiny technology portfolio companies. The balance
of
our funds is primarily invested in short-term U.S. government and agency
securities. We are an internally managed investment company because our officers
and employees, under the general supervision of our Board of Directors, control
our operations. We have no investment adviser.
Subject
to our compliance with business development company and tax code requirements,
there are no limitations on the types of securities or other assets, foreign
or
domestic, in which we may invest. Investments may include the
following:
|
·
|
equity,
equity-related securities (including warrants) and debt with equity
features from either private or public issuers, whether in corporate,
partnership or other form, including development stage or start-up
entities;
|
|
·
|
debt
obligations of all types having varying terms with respect to security
or
credit support, subordination, purchase price, interest payments
and
maturity; and
|
|
·
|
to
a limited extent, intellectual property, including patents, research
and
development in technology or product development that may lead to
patents
or other marketable technology.
|
Neither
our investments nor an investment in our securities constitutes a balanced
investment program. We have been and will continue to be risk seeking rather
than risk averse in our investment approach. We reserve the fullest possible
freedom of action regarding the types of investments we make and our
relationship with our portfolio companies, subject to our certificate of
incorporation, applicable law and regulations, and policy statements described
herein. Our tiny technology investment policy is not a "fundamental policy"
under the 1940 Act and, accordingly, may be changed without shareholder
approval, although we will give shareholders at least 60 days prior written
notice of any change.
Our
business is subject to federal regulation under the 1940 Act, under which we
have elected to operate as a business development company. As a business
development company, we are subject to regulatory requirements, the most
significant of which relate to our investments and borrowings. We are required
to invest at least 70 percent of our assets in qualifying assets. We must also
maintain a coverage ratio of assets to senior securities (such as debt and
preferred stock) of at least 200 percent immediately after giving effect to
the
issuance of any senior securities. We are also required to offer managerial
assistance to our portfolio companies, in addition to our investment. For tax
purposes, we are a RIC under the Code.
We
believe that increasing the size of our assets should lower our expenses as
a
proportion of average net assets because some of our costs, such as
administration and public company expenses, are fixed and can be spread over
a
larger asset base and will decline as a percentage of assets as our assets
increase. In addition, with more assets, we expect the average size of our
investments to increase. Each due diligence investigation entails expenses
whether or not we complete the transaction, and the cost of due diligence,
negotiation and documentation of our investments does not vary proportionately
with the size of the investment or intended investment.
Some
expenses are expected to increase as new investments are made. We plan to add
personnel to enable us to enlarge the scope of our activities and our expertise
in tiny technology, and our hiring of new employees will increase with more
assets under management. We also believe that a larger number of outstanding
shares and a larger number of beneficial owners of shares could increase the
level of our visibility and improve the trading liquidity of our shares on
the
Nasdaq Global Market. We may not realize any of these benefits.
Historical
Investment Track Record
We
incorporated under the laws of the State of New York in August 1981. In 1983,
we
invested in Otisville BioTech, Inc. Since our investment in Otisville in
1983
through December 31, 2006, we have made a total of 73 venture capital
investments, including four private placement investments in securities of
publicly traded companies (PIPES). We have sold 44 of these 73 investments,
realizing total proceeds of $143,614,382 on our invested capital of $51,229,202.
As measured from first dollar in to last dollar out, the average and median
holding periods for these 44 investments were 3.63 years and 3.19 years,
respectively. As measured by the 149 separate rounds of investment within
these
44 investments, the average and median holding periods for the 149 separate
rounds of investment were 2.84 years and 2.44 years, respectively. Eighteen
of
the 44 investments sold were profitable. The average holding period, as measured
from first dollar in, of these 18 profitable investments was 3.88 years.
Of
these 18 profitable investments, seven were profitable sales after initial
public offerings (IPOs), seven were profitable mergers and acquisitions
transactions and four were profitable sales of PIPES. As measured from first
dollar in, the average holding period for profitable exits after IPOs, mergers
and acquisitions transactions and PIPES were 4.26 years, 3.70 years and 1.07
years, respectively.
Twenty-six
of the 44 investments sold were unprofitable. Twenty-five of these investments
were unprofitable non-IPO disposals, and we sold one investment, Princeton
Video
Image, Inc., that had had an IPO, at a loss. As measured from the first dollar
in, the average holding period for the 25 unprofitable non-IPO exits was 3.34
years and the holding period for the unprofitable IPO exit was 6.63
years.
Below
is
a list of holding periods for our eight historical IPOs. As measured from first
dollar in to IPO date, the average and median holding periods were 4.56 years
and 3.88 years, respectively.
Historical
IPOs
|
Holding
Period to IPO (yrs)
|
|
|
Alliance
Pharmaceutical Corporation
|
6.39
|
Ag
Services of America, Inc.
|
1.39
|
Molten
Metal Technology, Inc.
|
3.25
|
Nanophase
Technologies Corporation
|
3.07
|
Princeton
Video Image, Inc. (formerly Princeton Electronic
Billboard)
|
6.63
|
SciQuest,
Inc. (formerly BioSupplyNet)
|
3.09
|
Genomica
Corporation
|
4.52
|
NeuroMetrix,
Inc.
|
8.14
|
Average
|
4.56
|
Median
|
3.88
|
At
December 31, 2006, we valued the 29 venture capital investments remaining
in our
portfolio at $53,667,831, or 47.1 percent of our net assets, including net
unrealized depreciation of $8,450,969. At December 31, 2006, from first dollar
in, the average and median holding periods for these 29 venture capital
investments were 3.20 years and 2.28 years, respectively. As measured by
the 77
separate rounds of investment within these 29 investments, the average and
median holding periods for the 77 separate rounds of investment were 2.58
years
and 2.03 years, respectively.
In
1994,
we invested in our first nanotechnology company, Nanophase Technologies
Corporation. Recognizing the potential of tiny technology, we continued to
monitor developments in the field, and since 2001 we have made tiny technology
the exclusive focus of our initial investment activity. From August 2001
through
December 2006, all 31 of our initial investments have been in companies involved
in the development of products and technologies based on tiny
technology.
At
December 31, 2006, from first dollar in, the average and median holding period
of these 31 investments, which includes the four investments that were exited,
were 2.43 years and 2.14 years, respectively. We currently have 27 tiny
technology companies in our portfolio. At December 31, 2006, from first dollar
in, the average and median holding periods for these 27 venture capital
investments were 2.78 years and 2.14 years, respectively.
Tiny
Technology Companies in Our Portfolio as of
12-31-06
|
Holding
Period (yrs)
|
|
|
BridgeLux,
Inc. (formerly eLite Optoelectronics, Inc.)
|
1.62
|
Cambrios,
Inc.
|
2.14
|
Chlorogen,
Inc.
|
3.56
|
Crystal
IS, Inc.
|
2.28
|
CSwitch,
Inc.
|
2.60
|
D-Wave
Systems, Inc.
|
0.70
|
Evolved
Nanomaterial Sciences, Inc.
|
0.97
|
Innovalight,
Inc.
|
0.70
|
Kereos,
Inc.
|
1.62
|
Kovio,
Inc.
|
1.15
|
Mersana
Therapeutics, Inc. (formerly Nanopharma Corporation)
|
4.88
|
Metabolon,
Inc.
|
0.98
|
Molecular
Imprints, Inc.
|
2.76
|
NanoGram
Corporation
|
3.67
|
Nanomix,
Inc.
|
2.03
|
NanoOpto
Corporation
|
4.82
|
Nanosys,
Inc.
|
3.74
|
Nantero,
Inc.
|
5.40
|
NeoPhotonics
Corporation 2004
|
3.07
|
Nextreme
Thermal Solutions, Inc.
|
2.07
|
Polatis,
Inc. (formerly Continuum Photonics, Inc.)
|
4.52
|
Questech
Corporation (formerly Intaglio, Ltd.)
|
12.61
|
SiOnyx,
Inc.
|
0.64
|
Solazyme,
Inc.
|
2.10
|
Starfire
Systems, Inc.
|
2.65
|
Xradia,
Inc.
|
0.01
|
Zia
Laser, Inc.
|
1.85
|
Average
|
2.78
|
Median
|
2.14
|
Tiny
Technology
Tiny
technology refers to nanotechnology, microsystems and MEMS, a variety of
enabling technologies with critical dimensions below 100 micrometers. In our
view, tiny technology is neither an industry nor a single technology. Tiny
technology manifests itself in tools, materials, systems and devices that
address broad markets, including instrumentation, electronics, photonics,
computing, medical devices, pharmaceutical manufacturing, drug delivery and
drug
discovery. The development and commercialization of tiny technology often
require the integration of multiple disciplines, including biology, physics,
chemistry, materials science, computer science and the engineering
sciences.
Examples
of tiny technology-enabled products currently on the market are quite diverse.
They include sensors, accelerometers used in automobiles to sense impact and
deploy airbags, cosmetics with ingredients that block ultraviolet light but
are
invisible to the human eye, nanoclays used for strength in the running boards
of
minivans, textiles with liquid-stain repellant surfaces, fast-acting painkillers
and pharmaceutical therapeutics.
The
following is a summary of the products currently released or under development
by our portfolio companies:
Tiny
Technology Companies in Our Portfolio as of 12-31-06
|
Products
Released / Available for Purchase
|
|
Products
in Development
|
|
|
|
|
BridgeLux,
Inc. (formerly eLite Optoelectronics, Inc.)
|
Blue
and Green HB-LEDs
|
|
Additional
colors and types of HB-LEDs
|
Cambrios,
Inc.
|
|
|
Transparent
conductors
|
Chlorogen,
Inc.
|
|
|
Plant-made
drugs and vaccines
|
Crystal
IS, Inc.
|
Aluminum
Nitride Substrates
|
|
High-performance
UV Devices
|
CSwitch,
Inc.
|
|
|
High-bandwidth
Configurable Switches
|
D-Wave
Systems, Inc.
|
|
|
High-speed
analog / quantum computing
|
Evolved
Nanomaterial Sciences, Inc.
|
Normal
phase analytical column and solid phase extraction cartridges for
chiral
separations
|
|
Normal,
reversed, and polar organic phase analytical, semi-preparative
and
preparative columns. Additional products for resolving and preparing
chiral molecules
|
Innovalight,
Inc.
|
|
|
Thin-film
solar cells
|
Kereos,
Inc.
|
|
|
Emulsion-based
targeted therapeutics and molecular imaging agents
|
Kovio,
Inc.
|
|
|
Semiconductor
products using printed electronics
|
Mersana
Therapeutics, Inc. (formerly Nanopharma Corporation)
|
|
|
Oncology-focused
therapeutic products
|
Metabolon,
Inc.
|
Metabolomics
profiling services, Mselect and MProve Clinical
|
|
Biomarker
discovery and diagnostic tools
|
Molecular
Imprints, Inc.
|
Tools
for nanoimprint lithography
|
|
Production
scale tools for nanoimprint lithography
|
NanoGram
Corporation
|
Tools
and service business for discovery and production of
nanoparticles
|
|
Application
specific nanoparticles
|
Nanomix,
Inc.
|
Carbon-nanotube
based hydrogen sensors
|
|
Carbon-nanotube
based sensors for breath analysis and biodetection
|
NanoOpto
Corporation
|
Optical
components such as high-extinction IR cut filters, polarizers,
and optical
isolators
|
|
Additional
optical components
|
Tiny
Technology Companies in Our Portfolio as of 12-31-06
|
Products
Released / Available for Purchase
|
|
Products
in Development
|
|
|
|
|
Nanosys,
Inc.
|
|
|
Flexible
electronic devices, non-volatile memory, consumables for life sciences
and
fuel cells
|
Nantero,
Inc.
|
|
|
Carbon-nanotube
based non-volatile memory
|
NeoPhotonics
Corporation
|
Active
and passive optical components for optical networking
|
|
Additional
products for optical networking
|
Nextreme
Thermal Solutions, Inc.
|
|
|
Thermoelectric
devices for thermal management of integrated circuits and for power
generation
|
Polatis,
Inc. (formerly Continuum Photonics, Inc.)
|
Microelectromechanical-enabled
optical switches
|
|
Additional
optical switching products
|
|
Questech
Corporation (formerly Intaglio, Ltd.)
|
Decorative
tiles made of stone and microscale-metal materials
|
|
|
SiOnyx,
Inc.
|
|
|
Optical
detectors for detection and imaging of visible and infrared
light
|
Solazyme,
Inc.
|
|
|
Algae-produced
products including neutraceuticals, industrial chemicals and
energy
|
Starfire
Systems, Inc.
|
Ceramic
brake rotors and pads and silicon-carbide polymers
|
|
Ceramic-based
parts for applications in electronics, aerospace and automotive
industries
|
Xradia,
Inc.
|
3-D
x-ray transmission and x-ray fluorescence microscopes and synchrotron
light sources and optics
|
|
Additional
x-ray imaging tools
|
Zia
Laser, Inc.
|
|
|
Quantum-dot
based lasers for optical
clocking
|
Within
tiny technology, nanotechnology refers to devices and processes with critical
dimensions below 0.1 micron, equal to 100 nanometers. A nanometer is 0.000000001
meter, or one billionth of a meter. It is at the scale below 100 nanometers,
the
nanoscale, that quantum effects begin to dominate classical macroscale physics.
At the nanoscale, size- and shape-dependent properties of materials allow
previously unattainable material and device performance. Microsystems and MEMS
both refer to materials, devices and processes that are on a micrometer size
scale. A micrometer, which is also referred to as a micron, is 0.000001 meter,
or one millionth of a meter. In practice, any device, or device enabled by
components, in a size range from 100 microns down to 0.1 micron may be
considered "micro."
Nanotechnology
There
are
various definitions of nanotechnology. Regardless of the definition used, the
technology being defined qualifies as tiny technology. A commonly used measure
of nanotechnology includes all materials, devices and processes with critical
dimensions below 100 nanometers. Nanotechnology is defined by the U.S.
Government’s National Nanotechnology Initiative as research and technology
development at the atomic, molecular or macromolecular levels, in the length
scale of approximately 1 - 100 nanometer range, to provide a fundamental
understanding of phenomena and materials at the nanoscale and to create and
use
structures, devices and systems that have novel properties and functions because
of their small and/or intermediate size.
The
nanoscale is the scale at which quantum effects begin to dominate classical
macroscale physics. At the nanoscale, size- and shape-dependent properties
of
materials allow heretofore unattainable material and device performance.
Nanotechnology science and its implications are currently the subject of intense
research and development efforts in governmental, academic and corporate
sectors, in the United States and in
other
countries.
Government
research funding and patenting activity, prerequisites to successful
commercialization of nanotechnology, have been growing rapidly in recent years.
Currently, researchers in the field are collaborating with entrepreneurs and
venture capitalists to form companies around nanotechnology platforms. The
first
generation of nanotechnology products consists of instrumentation that permits
visualization and manipulation of matter at the nanoscale, as well as passive
nanostructures such as coatings, nanoparticles and polymers. Examples of
commercial instrumentation include nanoimprint lithography equipment, new
variations of the atomic force microscope and highly sensitive gene and protein
detecting arrays. Examples of commercial nanostructures include cosmetics with
ingredients that block ultraviolet light but that are invisible to the human
eye, nanoclays used for strength in the running boards of minivans, textiles
with liquid-stain repellant surfaces and fast-acting painkillers.
We
believe that the next generation of nanotechnology products will likely consist
of active nanostructures, including transistors, targeted drugs and chemicals,
actuators and adaptive structures. Examples of products being developed include
semiconductor nanowires that act as tiny transistors; functionalized,
drug-delivering polymers that allow the release of therapeutics to be controlled
by temperature, pH or a magnetic field at specified locations within the body;
and engineered membrane structures for filtration.
We
project that longer-term product opportunities may include integrated
nanosystems involving heterogeneous nanocomponents and various assembling
techniques. Patent applications explaining the science of these discoveries
have
recently been filed, and the first commercial entities formed to develop these
technologies are emerging from universities, federal government labs and
industrial research centers. Future product opportunities may include
exponentially denser and faster electronic devices, with individual molecules
acting as transistors; tissues and organs engineered from self-assembling
polymers that form biomimetic structures; and new forms of computing developed
by exploiting the superposition of quantum particles.
Microsystems
Microsystems
are similar to MEMS, but without mechanical parts. Microsystems are microscale
machines that sense information from the environment and provide a response
to
it. A microsystem often integrates mechanical, fluidic, optical and pneumatic
components into a single system.
Examples
of two established microsystem technologies include microarrays and
lab-on-a-chip. Microarrays can identify thousands of genes simultaneously and
usually perform one type of analysis multiple times. Lab-on-a-chip is a small
chip containing microfluidic channels that quickly separate liquids and gases
in
order to permit microsensors to analyze the properties of the liquids and gases.
The following are additional fields in which microsystems are currently being
used:
|
·
|
Military/Aerospace
— telemetry, communications, guidance systems, control circuitry and
avionics.
|
|
·
|
Geophysical
Exploration — seismic data acquisition and geophysical measurement
equipment.
|
|
·
|
Medical
Instrumentation — instrument motor controls and diagnostic
devices.
|
|
·
|
Satellite
Systems — power monitoring and control
circuits.
|
|
·
|
Industrial
Electronic Systems — measurement and diagnostics on rotating
machinery.
|
|
·
|
Opto-Electronics
— sub-miniature temperature controls and laser diode drivers for data
transmission.
|
MEMS
MEMS
often refers to three-dimensional devices with features between one and 100
microns that integrate electrical and mechanical structures. MEMS devices often
contain a combination of sensors, actuators, mechanical structures and
electronics that detect or respond to thermal, biological, chemical or optical
information. To date, most commercial MEMS devices are batch fabricated out
of
silicon, using techniques based on standard semiconductor processes. Examples
of
devices incorporating MEMS technology include airbag release systems, smart
pens
for digital signatures, the Sony AIBO™ entertainment robot and Texas
Instruments’ Digital Light Processing Cinema™ system.
Although
the practical application of tiny technology requires great expertise to
implement in manufacturing processes, we believe that tiny technology’s broad
applicability potentially presents significant and diverse market opportunities.
Our strategy is to invest in what we believe to be the best of these tiny
technology companies in which we have the opportunity to invest, with emphasis
on nanotechnology companies, assuming that we regard the terms of the investment
to be acceptable.
GENERAL
DESCRIPTION OF OUR PORTFOLIO COMPANIES
The
following are brief descriptions of each portfolio company in which we are
invested as of December 31, 2006. The portfolio companies are presented in
three
categories: companies where we directly or indirectly own more than 25 percent
of the outstanding voting securities of the portfolio company; companies
where
we directly or indirectly own five percent to 25 percent of the outstanding
voting securities of the portfolio company or where we hold one or more seats
on
the portfolio company’s Board of Directors and, therefore, are deemed to be an
affiliated person under the 1940 Act; and companies where we directly or
indirectly own less than five percent of the outstanding voting securities
of
the portfolio company and where we have no other affiliations. The value
described below for each portfolio company is its fair value as determined
by
the Valuation Committee of our Board of Directors. Each portfolio company
that
we believe is not significantly involved in tiny technology is designated
by an
asterisk (*).
Controlled
Affiliated Companies:
Evolved
Nanomaterial Sciences, Inc. (ENS),
located
at 675 Massachusetts Avenue, Cambridge, Massachusetts 02139, is developing
a number of nanotechnology-enabled approaches for the resolution of chiral
molecules. As of December 31, 2006, we held 5,870,021 shares of Series A
Convertible Preferred Stock (representing 52.10 percent of the total shares
of
Series A Convertible Preferred Stock Outstanding) of ENS. As of the date
above,
our Valuation Committee valued the Series A Convertible Preferred Stock held
by
us at $2,800,000. The Chief Executive Officer of the company is Robert
Pucciariello. Douglas W. Jamison and Daniel B. Wolfe serve as Directors of
the
company.
SiOnyx,
Inc.,
located
at 25-K Olympia Avenue, Woburn, Massachusetts 01801, is developing silicon-based
optoelectronic products enabled by its proprietary material, "Black Silicon."
As
of December 31, 2006, we held 233,499 shares of Series A Convertible Preferred
Stock (representing 100 percent of the total shares of Series A Convertible
Preferred Stock outstanding) and 2,966,667 shares of Series A-1 Convertible
Preferred Stock (representing 42.38 percent of the total shares of Series
A-1
Convertible Preferred Stock outstanding) of SiOnyx. As
of the
date above, our Valuation Committee valued the total amount of shares of
SiOnyx
held by us at $960,050. The
Chief
Executive Officer of the company is Stephen Saylor. Charles E. Harris serves
as
a Director of the company, and Daniel B. Wolfe serves as an observer to the
Board of Directors of the company.
Non-Controlled
Affiliated Companies:
BridgeLux,
Inc.,
located
at 1225 Bordeaux Drive, Sunnyvale, California 94089, is developing
high-power indium gallium nitride light emitting diodes that are used in
various
solid state lighting, mobile appliance, signage, and automotive applications.
As
of December 31, 2006, we held 1,861,504 shares of Series B Convertible Preferred
Stock (representing 11.70 percent of the total shares of Series B Convertible
Preferred Stock outstanding) of BridgeLux. As of the above date, our Valuation
Committee valued the Series B Convertible Preferred Stock of BridgeLux held
by
us at $1,000,000. The Chief Executive Officer of the company is Robert C.
Walker. Daniel V. Leff serves as an observer to the Board of Directors of
the
company.
Cambrios
Technology Corporation,
located
at 2450 Bayshore Parkway, Mountain View, California 94043,
is
developing methods of synthesizing nanomaterials and assembling them into
useful
structures for use in applications in electronics, solar energy and solid-state
lighting. As of December
31,
2006,
we held 1,294,025 shares of Series B Convertible Preferred Stock (representing
10.78 percent of the total shares of Series B Convertible Preferred Stock
outstanding) of Cambrios. As of the above date, our Valuation Committee valued
the Series B Preferred Stock of Cambrios held by us at $1,294,025. The Chief
Executive Officer of the company is Michael R. Knapp. Daniel V. Leff serves
as
an observer to the Board of Directors.
Chlorogen,
Inc.,
located
at 893 North Warson Road, St. Louis, Missouri 63141, is developing a chloroplast
transformation technology for the production of plant-based proteins. As
of
December
31,
2006,
we held 4,478,038 shares of Series A Convertible Preferred Stock (representing
13.57 percent of the total shares of Series A Convertible Preferred Stock
outstanding), 2,077,930 shares of Series B Convertible Preferred Stock
(representing 18.21% of the total shares of Series B Convertible Preferred
Stock
outstanding) and $221,438 in Convertible Bridge Notes (representing 14.76
percent of the total Convertible Bridge Notes outstanding) of Chlorogen.
As of
the above date, our Valuation Committee valued the total amount of securities
of
Chlorogen held by us at $1,374,958. The Chief Executive Officer of the company
is David N. Duncan. Douglas W. Jamison serves as a Director and is on the
Scientific Advisory Board of the company.
Crystal
IS, Inc.,
located
at 70 Cohotes Avenue, Green Island, New York 12189, is developing methods
to
produce large, single-crystal substrates of aluminum nitride (AlN) for use
in
the gallium nitride semiconductor industry. As of December
31,
2006,
we held 391,571 shares of Series A Convertible Preferred Stock (representing
5.66 percent of the total shares of Series A Convertible Preferred Stock
outstanding) and 1,300,376 shares of Series A-1 Convertible Preferred Stock
(representing 9.51 percent of the total shares of Series A-1 Convertible
Preferred Stock outstanding) of Crystal IS, as well as warrants to purchase
21,977 shares of Series A-1 Convertible Preferred Stock of the company at
$0.78
per share. As of the date above, our Valuation Committee valued the total
amount
of shares of Crystal IS held by us at $1,319,719. The Chief Executive Officer
of
the company is Ding Day. Douglas W. Jamison serves as an observer to the
Board
of Directors of the company.
CSwitch,
Inc.,
located
at 3101 Jay Street, Santa Clara, California 95054, is developing the next
generation of low-power, efficient, and highly-integrated system-on-a-chip
(SOC)
solutions for a wide range of communications-based platforms. As of December
31,
2006,
we held 6,700,000 shares of Series A-1 Convertible Preferred Stock (representing
9.60 percent of the total shares of Series A-1 Convertible Preferred Stock
outstanding) of CSwitch. As of the date above, our Valuation Committee valued
the Series A Convertible Preferred Stock of CSwitch held by us at $3,350,000.
The Chief Executive Officer of the company is Doug Laird. Daniel V. Leff
serves
as a Director of the company.
D-Wave
Systems, Inc.,
located
at 100-4401 Still Creek Drive, Burnaby, British Columbia, V5C 6G9, Canada,
is
developing
high-performance quantum computing systems for commercial use in logistics,
bioinformatics, life and physical sciences, quantitative finance and electronic
design automation. As of December
31,
2006,
we held 2,000,000 shares of Series B Convertible Preferred Stock (representing
13.55 percent of the total number of shares of Series B Convertible Preferred
Stock outstanding) of the Company, as well as warrants to purchase 1,800,000
shares of Series B Convertible Preferred Stock at a price of $0.85 per share.
As
of the date above, our Valuation Committee valued the Series B Convertible
Preferred Stock of D-Wave Systems held by us at $1,716,444. The Chief Executive
Officer of the company is Herb Martin. Alexei A. Andreev serves as a Director
of
the company. D-Wave Systems, Inc. is not an eligible portfolio company under
the
1940 Act, because it operates primarily outside the United
States.
Innovalight,
Inc.,
located
at 3303 Octavius Drive, Santa Clara, California 95054, is developing
renewable
energy products based on silicon nanotechnology.
As of
December
31,
2006,
we held 16,666,666 shares of Series B Convertible Preferred Stock (representing
33.33 percent of the total shares of Series B Convertible Preferred Stock
outstanding) of Innovalight. As of the date above, our Valuation Committee
valued the Series B Convertible Preferred Stock held by us at $2,500,000.
The
Chief Executive Officer of the company is Conrad Burke. Daniel V. Leff serves
as
a Director of the company.
Kereos,
Inc.,
located
at 4041 Forest Park Ave., Saint Louis, Missouri 63108, is developing molecular
imaging agents and targeted therapeutics for the detection and treatment
of
cancer and cardiovascular disease based on proprietary ligand-targeted emulsion
technologies. As of December
31,
2006,
we held 349,092 shares of Series B Convertible Preferred Stock (representing
7.34 percent of the total shares of Series B Convertible Preferred Stock
outstanding) of Kereos. As of the date above, our Valuation Committee valued
the
Series B Convertible Preferred Stock held by us at $960,000. The Chief Executive
Officer of the company is Robert A. Beardsley. Douglas W. Jamison serves
as an
observer to the Board of Directors of the company.
Kovio,
Inc.,
located
at 1145 Sonora Court, Sunnyvale, California 94086, is developing semiconductor
products using thin film technologies, printed electronics and nanoparticle
inks. As of December
31,
2006,
we held 2,500,000 shares of Series C Convertible Preferred Stock (representing
20.21 percent of the total shares of Series C Convertible Preferred Stock
outstanding) of Kovio. As of the date above, our Valuation Committee valued
the
Series C Convertible Preferred Stock held by us at $3,000,000. The Chief
Executive Officer of the company is Amir Mashkoori. Alexei A. Andreev serves
as
an observer to the Board of Directors of the company.
Mersana
Therapeutics, Inc.,
located
at 840 Memorial Drive, Cambridge, Massachusetts 02139, is a pharmaceutical
company founded to develop advanced drug delivery systems based on proprietary
molecular constructs and "biological stealth" materials. As of
December
31,
2006,
we held 68,452 shares of Series A Convertible Preferred Stock (representing
87.5
percent of the total shares of Series A Convertible Preferred Stock outstanding)
and 616,500 shares of Series B Convertible Preferred Stock (representing
11.12
percent of the total shares of Series B Convertible Preferred Stock outstanding)
of Mersana, as well as warrants to purchase 91,625 shares of Series B
Convertible Preferred Stock of the company at a price of $2.00 per share.
As of the date above, our Valuation Committee valued the total securities
of
Mersana held by us at $1,369,904. The Chief Executive Officer of the
company is Julie A. Olson. Charles E. Harris serves as a Director of the
company.
Metabolon,
Inc.,
located
at 800 Capitola Drive, Durham, North Carolina 27713, is using
a
proprietary technology platform in metabolomics to map changes in metabolic
pathways for the identification of biomarkers and the early diagnosis of
disease
states.
As of
December
31,
2006,
we held 2,173,913 shares of Series B Convertible Preferred Stock (representing
31.25 percent of the total shares of Series B Preferred Stock outstanding)
of
Metabolon. As of the date above, our Valuation Committee valued the Series
B
Convertible Preferred Stock held by us at $2,500,000. The Chief Executive
Officer of the company is John Ryals. Douglas W. Jamison serves as an observer
to the Board of Directors of the company.
NanoGram
Corporation,
located
at 165 Topaz Street, Milpitas, California 95035, is developing a broad suite
of
intellectual property for use in fields including, nanomaterials-based films,
discovery of new nanomaterials compositions, and rapid synthesis of nanopowders
and films. As of December
31,
2006 we
held 63,210 shares of Series I Convertible Preferred Stock (representing
1.99
percent of the total shares of Series I Convertible Preferred Stock
outstanding), 1,250,904 shares of Series II Convertible Preferred Stock
(representing 12.47 percent of the total shares of Series II Convertible
Preferred Stock outstanding) and 1,242,144 shares of Series III Convertible
Preferred Stock (representing 6.74 percent of the total shares of Series
III
Convertible Preferred Stock outstanding) of NanoGram. As of the date above,
our
Valuation Committee valued the total amount of shares of NanoGram held by
us at
$2,598,693. The Chief Executive Officer of the company is Kieran F. Drain.
Alexei A. Andreev serves as an observer to the Board of Directors of the
company.
Nanomix,
Inc.,
located
at 5980 Horton Street, Emeryville, California 94608, is developing
nanoelectronic sensors that integrate carbon nanotube electronics with silicon
microstructures. As of December
31,
2006,
we held 9,779,181 shares of Series C Convertible Preferred Stock (representing
15.63 percent of the total shares of Series C Convertible Preferred Stock
outstanding) of Nanomix. As of the above date, our Valuation Committee valued
the total amount of shares of Nanomix held by us at $790,000. The Chief
Executive Officer of the company is David L. Macdonald. Daniel V. Leff serves
as
a Director of the Company.
NanoOpto
Corporation,
located
at 1600 Cottontail Lane, Somerset, New Jersey 08873, is developing and
manufacturing discrete, integrated optical communications sub-components
on a
chip by utilizing nano-manufacturing technology. As of December
31,
2006,
we held 267,857 shares of Series A-1 Convertible Preferred Stock (representing
10.39 percent of the total shares of Series A-1 Convertible Preferred Stock
outstanding), 3,819,935 shares of Series B Convertible Preferred Stock
(representing 14.81 percent of the total shares of Series B Convertible
Preferred Stock outstanding), 1,932,789 shares of Series C Convertible Preferred
Stock (representing 5.80 percent of the total Series C Convertible Preferred
Stock outstanding) and 1,397,218 shares of Series D Convertible Preferred
Stock
(representing 8.19 percent of the total Series shares of Series D Convertible
Preferred Stock outstanding) of NanoOpto, as well as warrants to purchase
193,279 shares of Series C Convertible Preferred Stock of the company at
a price
of $0.4359 per share. As of the above date, our Valuation Committee valued
the
total amount of shares of NanoOpto held by us at $1,206,945. The Chief Executive
Officer of the company is Barry J. Weinbaum. Douglas W. Jamison serves as
a
Director of the company.
Nextreme
Thermal Solutions, Inc.,
located
at 3040 Cornwallis Road, Research Triangle Park, North Carolina, 27709, is
developing next-generation thermoelectrics based on its unique, thin-film
technology for applications that require extreme thermal management solutions.
As of December
31,
2006,
we held 1,000,000 shares of Series A Convertible Preferred Stock (representing
12.38 percent of the total shares of Series A Convertible Preferred Stock
outstanding) of Nextreme. As of the above date, our Valuation Committee valued
the Series A Convertible Preferred Stock of Nextreme held by us at $1,000,000.
The Chief Executive Officer of the company is Jesko von Windheim. Douglas
W.
Jamison serves as a Director of the Company.
Questech
Corporation,
located
at 92 Park Street, Rutland, Vermont 05701, manufactures and sells tile and
trim
products, based on its proprietary technology, with revenue generated from
stock
products. We originally invested in Questech on May 26, 1994. We did not
invest
in Questech as a tiny technology company, but Questech’s proprietary technology
is dependent on micro-scale processes. Thus, Questech may be regarded as
a tiny
technology holding. As of December
31,
2006,
we held 655,454 shares of Common Stock (representing 8.07 percent of the
total
shares of Common Stock outstanding) of Questech, as well as warrants to purchase
13,750 shares of Common Stock of the company at $1.50 per share. As of the
date
above, our Valuation Committee valued the Common Stock of Questech held by
us at
$996,966. The Chief Executive Officer of the company is Barry J.
Culkin.
Solazyme,
Inc.,
located
at 3475-T Edison Way, Menlo Park, California 94025, is harnessing the power
of
the sun through the directed evolution of selected photosynthetic microbes
to
provide efficient bioproduction solutions to the energy, pharmaceutical,
chemical and nutraceutical industries. As of December
31,
2006,
we held 988,204 shares of Series A Convertible Preferred Stock (representing
12.76 percent of the total shares of outstanding of Series A Convertible
Preferred Stock) of Solazyme. As of the date above, our Valuation Committee
valued the Series A Convertible Preferred Shares of Solazyme held by us at
$385,400. The Chief Executive Officer of the company is Harrison F. Dillon.
Douglas W. Jamison serves as an observer to the Board of Directors of the
company.
Starfire
Systems, Inc.,
located
at 10 Hermes Road, Malta, New York 12020, offers a family of patented silicon
carbide forming polymers for the manufacture of advanced ceramic materials
applications. As of December
31,
2006,
we held 375,000 shares of Common Stock (representing 5.93 percent of the
total
shares of Common Stock outstanding) and 600,000 shares of Series A-1 Convertible
Preferred Stock (representing 12.87 percent of the total shares of Series
A-1
Convertible Preferred Stock outstanding) of Starfire. As of the above date,
our
Valuation Committee valued the total amount of shares of Starfire held by
us at
$750,000. The Chief Executive Officer of the company is Richard M. Saburro.
Douglas W. Jamison serves as an observer to the Board of Directors of the
company.
Xradia,
Inc.,
located
at 5052 Commercial Circle, Concord, California 94520, is developing and
manufacturing a suite of high-resolution x-ray microscopes and fluorescence
imaging systems for non-destructive imaging of embedded internal
structures.
As of
December 31, 2006, we held 3,121,099 shares of Series D Convertible Preferred
Stock (representing 80.00 percent of the total shares of Series D Convertible
Preferred Stock Outstanding) of Xradia. As of the date above, our Valuation
Committee fair valued the Series D Convertible Preferred Stock held by us
at
$4,000,000. The Chief Executive Officer of the company is Wenbing Yun. Alexei
A.
Andreev serves as a Director of the company.
Zia
Laser, Inc.,
located
at 801 University Boulevard SE, Albuquerque, New Mexico 87106, is developing
quantum dot-based semiconductor laser technology for application in
microprocessors. As of December
31,
2006,
we held 1,500,000 shares of Series C Convertible Preferred Shares (representing
17.48 percent of the total shares of Series C Convertible Preferred Shares
outstanding) of Zia Laser. As of the above date, our Valuation Committee
valued
the Series C Convertible Preferred Shares of Zia Laser held by us at $15,000.
Daniel V. Leff serves as an observer to the Board of Directors of the
company.
Unaffiliated
Companies:
*Alpha
Simplex Group, LLC,
located
at One Cambridge Center, 9th Floor, Cambridge, Massachusetts 02139, is an
investment advisory firm. The company conducts a quantitative-based hedge-fund
operation. Alpha was founded by Dr. Andrew W. Lo, the Harris & Harris Group
Professor at the MIT Sloan School. As of December
31,
2006,
we held 50,000 Limited Partnership Units (representing 0.5 percent of the
total
Limited Partnership Units outstanding) of Alpha. As of the date above, our
Valuation Committee valued the units of Alpha Simplex held by us at $10,521.
The
Managing Member of the company is Dr. Andrew W. Lo. Charles E. Harris serves
as
an advisor to the company.
*Exponential
Business Development Company,
located
at 460 Oakridge Common, South Salem, New York 10590, is a venture capital
partnership that invests in early stage manufacturing, software development
and
communication technology industries in the Albany area. As of December
31,
2006,
we held one Limited Partnership Unit (representing 0.87 percent of the total
Limited Partnership Units outstanding) of the company. As of the date above,
our
Valuation Committee valued the Limited Partnership Unit held by us at $0.
The
manager of the portfolio of the company is Jeff Rubin, President of NewTek
Capital, Inc.
Molecular
Imprints, Inc.,
located
at 1807-C West Braker Lane, Austin, Texas 78758, is developing lithography
systems and technology for manufacturing applications in the areas of
nanodevices, microstructures, advanced packaging, bio devices, optical
components and semiconductor devices. As of December
31,
2006,
we held 1,333,333 shares of Series B Convertible Preferred Stock (representing
6.55 percent of the total shares of Series B Preferred Stock outstanding)
and
1,250,000 shares of Series C Convertible Preferred Stock (representing 14.75
percent of the total shares of Series C Convertible Preferred Stock outstanding)
of Molecular Imprints, as well as warrants to purchase 125,000 shares of
Series
C Convertible Preferred Stock of the company at a price of $2.00 per share.
As
of the date above, our Valuation Committee valued the total amount of shares
of
Molecular Imprints held by us at $4,500,000. The Chief Executive Officer
of the
company is Mark Melliar-Smith. Daniel V. Leff serves as an observer to the
Board
of Directors of the company.
Nanosys,
Inc.,
located
at 2625 Hanover Street, Palo Alto, California 94304, is a company with
broad-based intellectual property that is initially commercializing applications
in macroelectronics, memory, and fuel cells. These applications incorporate
zero
and one-dimensional, nanometer-scale materials, such as nanowires and nanodots
(quantum dots), as their principal active elements. As of December
31,
2006,
we held 803,428 shares of Series C Convertible Preferred Stock (representing
4.00 percent of the total shares of Series C Convertible Preferred Stock
outstanding) and 1,016,950 shares of Series D Convertible Preferred Stock
(representing 6.28 percent of the total shares of Series D Preferred Stock
outstanding) of Nanosys. As of the date above, our Valuation Committee valued
the total amount of shares of Nanosys held by us at $5,370,116. The Chief
Executive Officer of the company is Calvin Chow.
Nantero,
Inc.,
located
at 25-D Olympia Avenue, Woburn, Massachusetts 01801, is developing non-volatile
random access memory based on carbon nanotubes. As of December 31, 2006,
we held
345,070 shares of Series A Convertible Preferred Stock (representing 8.17
percent of the total shares of Series A Preferred Stock outstanding), 207,051
shares of Series B Convertible Preferred Stock (representing 3.08 percent
of the
total shares of Series B Convertible Preferred Stock outstanding) and 188,315
shares of Series C Convertible Preferred Stock (representing 3.75 percent
of the
total shares of Series C Convertible Preferred Stock outstanding) of Nantero.
As
of the date above, our Valuation Committee valued the total amount of shares
of
Nantero held by us at $2,246,409. The Chief Executive Officer of the company
is
Greg Schmergel.
NeoPhotonics
Corporation,
located
at 2911 Zanker Road, San Jose, California 95134, is developing functional
optical component arrays to offer integrated optical "systems on a chip"
to
component vendors. As of December
31,
2006,
we held 716,195 shares of Common Stock (representing 1.57 percent of the
total
shares of Common Stock outstanding), 1,831,256 shares of Series 1 Convertible
Preferred Stock (representing 4.05 percent of the total Series 1 Convertible
Preferred Stock), 741,898 shares of Series 2 Convertible Preferred Stock
(representing 3.46 percent of the total shares of Series 2 Convertible Preferred
Stock outstanding) and 2,750,000 shares of Series 3 Convertible Preferred
Stock
(representing 2.74 percent of the total shares of Series 3 Convertible Preferred
Stock outstanding) of NeoPhotonics, as well as warrants to purchase 30,427
shares of Common Stock. As of the date above, our Valuation Committee valued
the
total amount of shares of NeoPhotonics held by us at $5,456,599. The Chief
Executive Officer of the company is Timothy S. Jenks. Daniel V. Leff serves
as
an observer to the Board of Directors of the company.
Polatis,
Inc.,
located
at 5 Fortune Drive, Billerica, Massachusetts 01821, is developing a family
of
MEMS switches for optical network applications, based on Polatis’s proprietary
piezoelectric ceramic substrates. As of December
31,
2006,
we held 16,775 shares of the Series A-1 Convertible Preferred Stock
(representing 6.17 percent of the total shares of Series A-1 Convertible
Preferred Stock outstanding), 71,611 shares of Series A-2 Convertible Preferred
Stock (representing 4.65 percent of the total Series A-2 Convertible Preferred
Stock outstanding), 4,774 shares of Series A-4 Convertible Preferred Stock
(representing 4.65 percent of the total shares of Series A-4 Convertible
Preferred Stock outstanding) and 5,491 shares of Series A-5 Convertible
Preferred Stock (representing 1.81 percent of the total shares of Series
A-5
Convertible Preferred Stock outstanding) of Polatis. As of the date above,
our
Valuation Committee valued the total amount of shares of Polatis held by
us at
$196,082. The Chief Executive Officer of the company is David Lewis. Lori
D.
Pressman serves as an observer to the Board of Directors of the
company.
Although
Alpha Simplex, BridgeLux, Crystal IS, Evolved Nanomaterial Sciences, Metabolon,
Molecular Imprints, NanoGram, Nanomix, NanoOpto, NeoPhotonics, Polatis,
Questech,
Starfire Systems and Xradia are all generating revenues ranging from nominal
to
significant from commercial sales of products and/or services, they are all
still relatively early-stage companies with the attendant risks. Additionally,
with the exceptions of Alpha Simplex, BridgeLux, Exponential, Molecular
Imprints, NeoPhotonics, Questech and Xradia we consider all of the foregoing
portfolio companies to be development-stage companies. This term is used
to
describe a company that devotes substantially all of its efforts to establishing
a new business, and either has not yet commenced its planned principal
operations, or it has commenced such operations but has not realized significant
revenue from them. Any of the private companies may require additional funding
that may not be obtainable at all or on the terms of their most recent fundings,
which would result in partial or complete write-downs in the value of our
investment. In general, private equity is difficult to obtain, especially
in the
current capital markets environment. Each company is dependent upon a single
or
small number of customers and/or key operating personnel. All of the foregoing
companies rely heavily upon the technology associated with their respective
business or, in the case of Exponential, with the companies in which it invests.
Therefore, each company places great importance on its relevant patents,
trademarks, licenses, algorithms, trade secrets, franchises or concessions.
Lastly, each company is particularly vulnerable to general economic, private
equity and capital markets conditions and to changes in government regulation,
interest rates or technology.
As
a participant in the venture capital business, we invest primarily in private
companies for which there is generally no publicly available information.
Because of the private nature of these businesses, there is a need to maintain
the confidentiality of the financial and other information that we have for
the
private companies in our portfolio. We believe that maintaining this confidence
is important, as disclosure of such information could disadvantage our portfolio
companies and could put us at a disadvantage in attracting new investments.
Therefore, we do not intend to disclose financial or other information about
our
portfolio companies, unless required, because we believe doing so may put them
at an economic or competitive disadvantage, regardless of our level of ownership
or control.
DETERMINATION
OF NET ASSET VALUE
Our
investments can be classified into five broad categories for valuation
purposes:
|
·
|
Equity-related
securities;
|
|
·
|
Investments
in intellectual property or patents or research and development in
technology or product development;
|
|
·
|
Long-term
fixed-income securities;
|
|
·
|
Short-term
fixed-income investments; and
|
The
1940
Act requires periodic valuation of each investment in our portfolio to determine
net asset value. Under the 1940 Act, unrestricted securities with readily
available market quotations are to be valued at the current market value; all
other assets must be valued at "fair value" as determined in good faith by
or
under the direction of the Board of Directors.
Our
Board
of Directors is responsible for (1) determining overall valuation guidelines
and
(2) ensuring the valuation of investments within the prescribed
guidelines.
Our
Valuation Committee, comprised of three or more independent Board members,
is
responsible for reviewing and approving the valuation of our assets within
the
guidelines established by the Board of Directors.
Fair
value is generally defined as the amount that an investment could be sold for
in
an orderly disposition over a reasonable time. Generally, to increase
objectivity in valuing our assets, external measures of value, such as public
markets or third-party transactions, are utilized whenever possible. Valuation
is not based on long-term work-out value, nor immediate liquidation value,
nor
incremental value for potential changes that may take place in the
future.
The
values assigned to these investments are based on available information and
do
not necessarily represent amounts that might ultimately be realized, as these
amounts depend on future circumstances and cannot reasonably be determined
until
the individual investments are actually liquidated or become
marketable.
Our
valuation policy with respect to the five broad investment categories is as
follows:
Equity-Related
Securities
Equity-related
securities are valued using one or more of the following basic methods of
valuation:
Cost.
The
cost
method is based on our original cost. This method is generally used in the
early
stages of a company’s development until significant positive or negative events
occur subsequent to the date of the original investment that dictate a change
to
another valuation method. Some examples of these events are: (1) a major
recapitalization; (2) a major refinancing; (3) a significant third-party
transaction; (4) the development of a meaningful public market for the company’s
Common Stock; and (5) significant positive or negative changes in a company’s
business.
Analytical
Method. The
analytical method is generally used to value an investment position when there
is no established public or private market in the company’s securities or when
the factual information available to us dictates that an investment should
no
longer be valued under either the cost or private market method. This valuation
method is inherently imprecise and ultimately the result of reconciling the
judgments of our Valuation Committee members, based on the data available to
them. The resulting valuation, although stated as a precise number, is
necessarily within a range of values that vary depending upon the significance
attributed to the various factors being considered. Some of the factors
considered may include the financial condition and operating results of the
company, the long-term potential of the business of the company, the values
of
similar securities issued by companies in similar businesses, the proportion
of
the company’s securities we own and the nature of any rights to require the
company to register restricted securities under applicable securities
laws.
Private
Market. The
private market method uses actual, executed, historical transactions in a
company’s securities by responsible third parties as a basis for valuation. The
private market method may also use, where applicable, unconditional firm offers
by responsible third parties as a basis for valuation.
Public
Market. The
public market method is used when there is an established public market for
the
class of the company’s securities held by us or into which our securities are
convertible. We discount market value for securities that are subject to
significant legal and contractual restrictions. Other securities, for which
market quotations are readily available, are carried at market value as of
the
time of valuation. Market value for securities traded on securities exchanges
or
on the Nasdaq Global Market is the last reported sales price on the day of
valuation. For other securities traded in the over-the-counter market and listed
securities for which no sale was reported on that day, market value is the
mean
of the closing bid price and asked price on that day. This method is the
preferred method of valuation when there is an established public market for
a
company’s securities, as that market provides the most objective basis for
valuation.
Investments
in Intellectual Property or Patents or Research and Development in Technology
or
Product Development
These
investments are carried at fair value using the following basic methods of
valuation:
Cost.
The
cost
method is based on our original cost. This method is generally used in the
early
stages of commercializing or developing intellectual property or patents or
research and development in technology or product development until significant
positive or adverse events occur subsequent to the date of the original
investment that dictate a change to another valuation method.
Analytical
Method. The
analytical method is used to value an investment after analysis of the best
available outside information where the factual information available to us
dictates that an investment should no longer be valued under either the cost or
private market method. This valuation method is inherently imprecise and
ultimately the result of reconciling the judgments of our Valuation Committee
members. The resulting valuation, although stated as a precise number, is
necessarily within a range of values that vary depending upon the significance
attributed to the various factors being considered. Some of the factors
considered may include the results of research and development, product
development progress, commercial prospects, term of patent and projected
markets.
Private
Market. The
private market method uses actual third-party investments in intellectual
property or patents or research and development in technology or product
development as a basis for valuation, using actual executed historical
transactions by responsible third parties. The private market method may also
use, where applicable, unconditional firm offers by responsible third parties
as
a basis for valuation.
As
of
December 31, 2006, we do not have any investments in intellectual property
or
patents or research and development in technologies or
products.
Long-Term
Fixed-Income Securities
Fixed-income
securities for which market quotations are readily available are carried at
market value as of the time of valuation using the most recent bid quotations
when available. Securities for which market quotations are not readily available
are carried at fair value using one or more of the following basic methods
of
valuation:
|
·
|
Fixed-income
securities are valued by independent pricing services that provide
market
quotations based primarily on quotations from dealers and brokers,
market
transactions, and other sources.
|
|
·
|
Other
fixed-income securities that are not readily marketable are valued
at fair
value by our Valuation Committee.
|
Short-Term
Fixed-Income Investments
Short-term
fixed-income investments are valued at market value at the time of valuation.
We
value short-term debt with remaining maturity of 60 days or less at amortized
cost.
All
Other Investments
All
other
investments are reported at fair value as determined in good faith by the
Valuation Committee. As of December 31, 2006, we do not have any of these
investments.
The
reported values of securities for which market quotations are not readily
available and for other assets reflect the Valuation Committee’s judgment of
fair values as of the valuation date using the outlined basic methods of
valuation. They do not necessarily represent an amount of money that would
be
realized if we had to sell the securities in an immediate liquidation. Thus,
valuations as of any particular date are not necessarily indicative of amounts
that we may ultimately realize as a result of future sales or other dispositions
of investments we hold.
Determinations
of Net Asset Value in Connection with Offerings
In
connection with each offering of our Common Stock, our Board of Directors or
a
committee thereof is required to make the determination that we are not selling
our Common Stock at a price below the then current net asset value of our Common
Stock at the time at which the sale is made. Our Board of Directors considers
the following factors, among others, in making such determination:
|
•
|
|
the
net asset value of our Common Stock disclosed in the most recent
periodic
report we filed with the SEC;
|
|
•
|
|
our
Management’s assessment of whether any material change in the net asset
value of our Common Stock has occurred (including through the realization
of gains on the sale of our portfolio securities) from the period
beginning on the date of the most recently disclosed net asset
value of
our Common Stock to the period ending two days prior to the date
of the
sale of our Common Stock; and
|
|
•
|
|
the
magnitude of the difference between the net asset value of our
Common
Stock disclosed in the most recent periodic report we filed with
the SEC
and our Management’s assessment of any material change in the net asset
value of our Common Stock since the date of the most recently disclosed
net asset value of our Common Stock, and the offering price of
our Common
Stock in the proposed offering.
|
Moreover,
to the extent that there is even a remote possibility that we may (i) issue
our Common Stock at a price below the then current net asset value of our
Common
Stock at the time at which the sale is made or (ii) trigger the undertaking
(which we provided to the SEC in our registration statements) to suspend
the
offering of our Common stock if the net asset value of our Common Stock
fluctuates by certain amounts in certain circumstances until the prospectus
is
amended, the Board of Directors will elect, in the case of clause
(i) above, either to postpone the offering until such time that there is no
longer the possibility of the occurrence of such event or to undertake to
determine the net asset value of our Common Stock within two days prior to
any
such sale to ensure that such sale will not be below our then current net
asset
value, and, in the case of clause (ii) above, to comply with such
undertaking or to undertake to determine the net asset value of our Common
Stock
to ensure that such undertaking has not been triggered.
INVESTMENT
POLICIES
Investments
and Strategies
The
following is a summary description of the types of assets in which we may
invest, the investment strategies we may utilize and the attendant risks
associated with our investments and strategies. For a full description of our
investments and strategies, please refer to our Annual Report on Form
10-K.
Equity,
Equity-Related Securities and Debt with Equity Features
We
may
invest in equity, equity-related securities and debt with equity features.
These
securities include common stock, preferred stock, debt instruments convertible
into common or preferred stock, limited partnership interests, other beneficial
ownership interests and warrants, options or other rights to acquire any of
the
foregoing.
We
may
make investments in companies with operating histories that are unprofitable
or
marginally profitable, that have negative net worth or that are involved in
bankruptcy or reorganization proceedings. These investments would involve
businesses that management believes have turn around potential through the
infusion of additional capital and management assistance. In addition, we may
make investments in connection with the acquisition or divestiture of companies
or divisions of companies. There is a significantly greater risk of loss with
these types of securities than is the case with traditional investment
securities.
We
may
also invest in publicly traded securities of whatever nature, including
relatively small, emerging growth companies that management believes have
long-term growth possibilities. Pursuant to a rule adopted by the SEC, our
investments in U.S. non-financial public companies whose securities are not
listed on a securities exchange will generally be treated as qualifying assets
for purposes of maintaining our business development company status if we
acquire such investments in private placements or secondary market
transactions.
Warrants,
options and convertible or exchangeable securities generally give the investor
the right to acquire specified equity securities of an issuer at a specified
price during a specified period or on a specified date. Warrants and options
fluctuate in value in relation to the value of the underlying security and
the
remaining life of the warrant or option, while convertible or exchangeable
securities fluctuate in value both in relation to the intrinsic value of the
security without the conversion or exchange feature and in relation to the
value
of the conversion or exchange feature, which is like a warrant or option. When
we invest in these securities, we incur the risk that the option feature will
expire worthless, thereby either eliminating or diminishing the value of our
investment.
Our
investments in equity securities usually involve securities of private companies
that are restricted as to sale and cannot be sold in the open market without
registration under the Securities Act of 1933 or pursuant to a specific
exemption from these registrations. Opportunities for sale are more limited
than
in the case of marketable securities, although these investments may be
purchased at more advantageous prices and may offer attractive investment
opportunities. Even if one of our portfolio companies completes an initial
public offering, we are typically subject to a lock-up agreement, and the stock
price may decline substantially before we are free to sell. Even if we have
registration rights to make our investments more marketable, a considerable
amount of time may elapse between a decision to sell or register the securities
for sale and the time when we are able to sell the securities. The prices
obtainable upon sale may be adversely affected by market conditions or negative
conditions affecting the issuer during the intervening time.
Venture
Capital Investments
We
expect
to invest in development stage or start-up businesses. Substantially all of
our
long-term investments are in thinly capitalized, unproven, small companies
focused on risky technologies. These businesses also tend to lack management
depth, to have limited or no history of operations and to have not attained
profitability. Because of the speculative nature of these investments, these
securities have a significantly greater risk of loss than traditional investment
securities. Some of our venture capital investments are likely to be complete
losses or unprofitable and some will never realize their potential.
We
may
own 100 percent of the securities of a start-up investment for a period of
time
and may control the company for a substantial period. Start-up companies are
more vulnerable than better capitalized companies to adverse business or
economic developments. Start-up businesses generally have limited product lines,
service niches, markets and/or financial resources. Start-up companies are
not
well-known to the investing public and are subject to potential bankruptcy,
general movements in markets and perceptions of potential growth.
In
connection with our venture capital investments, we may participate in providing
a variety of services to our portfolio companies, including the following:
|
·
|
formulating
operating strategies;
|
|
·
|
formulating
intellectual property strategies;
|
|
·
|
assisting
in financial planning;
|
|
·
|
providing
management in the initial start-up stages; and
|
|
·
|
establishing
corporate goals.
|
We
may
assist in raising additional capital for these companies from other potential
investors and may subordinate our own investment to that of other investors.
We
may also find it necessary or appropriate to provide additional capital of
our
own. We may introduce these companies to potential joint venture partners,
suppliers and customers. In addition, we may assist in establishing
relationships with investment bankers and other professionals. We may also
assist with mergers and acquisitions. We do not derive income from these
companies for the performance of any of the above services.
We
may
control, be represented on or have observer rights on the Board of Directors
of
a portfolio company by one or more of our officers or directors, who may also
serve as officers of the portfolio company. We indemnify our officers and
directors for serving on the Boards of Directors or as officers of portfolio
companies, which exposes us to additional risks. Particularly during the early
stages of an investment, we may in effect be involved in the conduct of the
operations of the portfolio company. As a venture company emerges from the
developmental stage with greater management depth and experience, we expect
that
our role in the portfolio company’s operations will diminish. Our goal is to
assist each company in establishing its own independent capitalization,
management and Board of Directors. We expect to be able to reduce our interest
in those start-up companies which become successful.
Debt
Obligations
We
may
hold debt securities for income and as a reserve pending more speculative
investments. Debt obligations may include U.S. government and agency securities,
commercial paper, bankers’ acceptances, receivables or other asset-based
financing, notes, bonds, debentures, or other debt obligations of any nature
and
repurchase agreements related to these securities. These obligations may have
varying terms with respect to security or credit support, subordination,
purchase price, interest payments and maturity from private, public or
governmental issuers of any type located anywhere in the world. We may invest
in
debt obligations of companies with operating histories that are unprofitable
or
marginally profitable, that have negative net worth or are involved in
bankruptcy or reorganization proceedings, or that are start-up or development
stage entities. In addition, we may participate in the acquisition or
divestiture of companies or divisions of companies through issuance or receipt
of debt obligations.
It
is
likely that our investments in debt obligations will be of varying quality,
including non-rated, highly speculative debt investments with limited
marketability. Investments in lower-rated and non-rated securities, commonly
referred to as "junk bonds," are subject to special risks, including a greater
risk of loss of principal and non-payment of interest. Generally, lower-rated
securities offer a higher return potential than higher-rated securities but
involve greater volatility of price and greater risk of loss of income and
principal, including the possibility of default or bankruptcy of the issuers
of
these securities. Lower-rated securities and comparable non-rated securities
will likely have large uncertainties or major risk exposure to adverse
conditions and are predominantly speculative with respect to the issuer’s
capacity to pay interest and repay principal in accordance with the terms of
the
obligation. The occurrence of adverse conditions and uncertainties to issuers
of
lower-rated securities would likely reduce the value of lower-rated securities
held by us, with a commensurate effect on the value of our shares.
The
markets in which lower-rated securities or comparable non-rated securities
are
traded generally are more limited than those in which higher-rated securities
are traded. The existence of limited markets for these securities may restrict
our ability to obtain accurate market quotations for the purposes of valuing
lower-rated or non-rated securities and calculating net asset value or to sell
securities at their fair value. Any economic downturn could adversely affect
the
ability of issuers’ lower-rated securities to repay principal and pay interest
thereon. The market values of lower-rated and non-rated securities also tend
to
be more sensitive to individual corporate developments and changes in economic
conditions than higher-rated securities. In addition, lower-rated securities
and
comparable non-rated securities generally present a higher degree of credit
risk. Issuers of lower-rated securities and comparable non-rated securities
are
often highly leveraged and may not have more traditional methods of financing
available to them, so that their ability to service their debt obligations
during an economic downturn or during sustained periods of rising interest
rates
may be impaired. The risk of loss owing to default by these issuers is
significantly greater because lower-rated securities and comparable non-rated
securities generally are unsecured and frequently are subordinated to the prior
payment of senior indebtedness. We may incur additional expenses to the extent
that we are required to seek recovery upon a default in the payment of principal
or interest on our portfolio holdings.
The
market value of investments in debt securities that carry no equity
participation usually reflects yields generally available on securities of
similar quality and type at the time purchased. When interest rates decline,
the
market value of a debt portfolio already invested at higher yields can be
expected to rise if the securities are protected against early call. Similarly,
when interest rates increase, the market value of a debt portfolio already
invested at lower yields can be expected to decline. Deterioration in credit
quality also generally causes a decline in market value of the security, while
an improvement in credit quality generally leads to increased
value.
Foreign
Securities
We
may
make investments in securities of issuers whose principal operations are
conducted outside the United States, and whose earnings and securities are
stated in foreign currency. In order to maintain our status as a business
development company, our investments in the stocks of companies organized
outside the U.S. would be limited to 30 percent of our assets, because we
must
invest at least 70 percent of our assets in "qualifying assets" and securities
of foreign companies are not "qualifying assets."
Compared
to otherwise comparable investments in securities of U.S. issuers, currency
exchange risk of securities of foreign issuers is a significant variable. The
value of these investments to us will vary with the relation of the currency
in
which they are denominated to the U.S. dollar, as well as with intrinsic
elements of value such as credit risk, interest rates and performance of the
issuer. Investments in foreign securities also involve risks relating to
economic and political developments, including nationalization, expropriation,
currency exchange freezes and local recession. Securities of many foreign
issuers are less liquid and more volatile than those of comparable U.S. issuers.
Interest and dividend income and capital gains on our foreign securities may
be
subject to withholding and other taxes that may not be recoverable by us. We
may
seek to hedge all or part of the currency risk of our investments in foreign
securities through the use of futures, options and forward currency purchases
or
sales.
Intellectual
Property
We
believe there is a role for organizations that can assist in technology
transfer. Scientists and institutions that develop and patent intellectual
property perceive the need for and rewards of entrepreneurial commercialization
of their inventions.
Our
form
of investment may be:
|
·
|
funding
research and development in the development of a technology;
|
|
·
|
obtaining
licensing rights to intellectual property or patents;
|
|
·
|
acquiring
intellectual property or patents;
or
|
|
·
|
forming
and funding companies or joint ventures to further commercialize
intellectual property.
|
Income
from our investments in intellectual property or its development may take the
form of participation in licensing or royalty income, fee income, or some other
form of remuneration. Investment in developmental intellectual property rights
involves a high degree of risk that can result in the loss of our entire
investment as well as additional risks including uncertainties as to the
valuation of an investment and potential difficulty in liquidating an
investment. Further, investments in intellectual property generally require
investor patience as investment return may be realized only after or over a
long
period. At some point during the commercialization of a technology, our
investment may be transformed into ownership of securities of a development
stage or start-up company as discussed under "Venture Capital Investments"
above.
Other
Strategies
In
pursuit of our investment strategy, we may employ one or more of the following
strategies in order to enhance investment results.
Borrowing
and Margin Transactions
We
may
from time to time borrow money or obtain credit by any lawful means from banks,
lending institutions, other entities or individuals, in negotiated transactions.
We may issue, publicly or privately, bonds, debentures or notes, in series
or
otherwise, with interest rates and other terms and provisions, including
conversion rights, on a secured or unsecured basis, for any purpose, up to
the
maximum amounts and percentages permitted for closed-end investment companies
under the 1940 Act. The 1940 Act currently prohibits us from borrowing any
money
or issuing any other senior securities (other than preferred stock and other
than temporary borrowings of up to five percent of our assets), if in giving
effect to the borrowing or issuance, the value of our total assets would be
less
than 200 percent of our total liabilities (other than liabilities not
constituting senior securities). We may pledge assets to secure any borrowings.
We currently have no leverage and have no current intention to issue preferred
stock.
A
primary
purpose of our borrowing power is for leverage, to increase our ability to
acquire investments both by acquiring larger positions and by acquiring more
positions. Borrowings for leverage accentuate any increase or decrease in the
market value of our investments and thus our net asset value. Since any decline
in the net asset value of our investments will be borne first by holders of
Common Stock, the effect of leverage in a declining market would be a greater
decrease in net asset value applicable to the Common Stock than if we were
not
leveraged. Any decrease would likely be reflected in a decline in the market
price of the Common Stock. To the extent the income derived from assets acquired
with borrowed funds exceeds the interest and other expenses associated with
borrowing, our total income will be greater than if borrowings were not used.
Conversely, if the income from assets is not sufficient to cover the borrowing
costs, our total income will be less than if borrowings were not used. If our
current income is not sufficient to meet our borrowing costs (repayment of
principal and interest), we might have to liquidate our investments when it
may
be disadvantageous to do so. Our borrowings for the purpose of buying most
liquid equity securities will be subject to the margin rules, which require
excess liquid collateral marked to market daily. If we are unable to post
sufficient collateral, we would be required to sell securities to remain in
compliance with the margin rules. These sales might be at disadvantageous times
or prices.
Repurchase
of Shares
Our
shareholders do not have the right to compel us to redeem our shares. We may,
however, purchase outstanding shares of our Common Stock from time to time,
subject to approval of our Board of Directors and compliance with applicable
corporate and securities laws. The Board of Directors may authorize purchases
from time to time when they are deemed to be in the best interests of our
shareholders, but could do so only after notification to shareholders. The
Board
of Directors may or may not decide to undertake any purchases of our Common
Stock.
Our
repurchases of our common shares would decrease our total assets and would
therefore likely have the effect of increasing our expense ratio. Subject
to our
investment restrictions, we may borrow money to finance the repurchase of
our
Common Stock in the open market pursuant to any tender offer. Interest on
any
borrowings to finance share repurchase transactions will reduce our net assets.
If, because of market fluctuations or other reasons, the value of our assets
falls below the required 1940 Act coverage requirements, we may have to reduce
our borrowed debt to the extent necessary to comply with the requirement.
To
achieve a reduction, it is possible that we may be required to sell portfolio
securities at inopportune times when it may be disadvantageous to do so.
Since
1998, we have repurchased a total of 1,828,740 shares of our Common Stock
at a
total cost of $3,405,531, or $1.86 per share. On July 23, 2002, because of
our
strategic decision to invest in tiny technology, our Board of Directors
reaffirmed its commitment not to authorize the purchase of additional shares
of
our Common Stock.
Portfolio
Company Turnover
Changes
with respect to portfolio companies will be made as our management considers
necessary in seeking to achieve our investment objective. The rate of portfolio
turnover will not be treated as a limiting or relevant factor when circumstances
exist which are considered by management to make portfolio changes
advisable.
Although
we expect that many of our investments will be relatively long term in nature,
we may make changes in our particular portfolio holdings whenever it is
considered that an investment no longer has substantial growth potential or
has
reached its anticipated level of performance, or (especially when cash is not
otherwise available) that another investment appears to have a relatively
greater opportunity for capital appreciation. We may also make general portfolio
changes to increase our cash to position us in a defensive posture. We may
make
portfolio changes without regard to the length of time we have held an
investment, or whether a sale results in profit or loss, or whether a purchase
results in the reacquisition of an investment which we may have only recently
sold.
The
portfolio turnover rate may vary greatly from year to year as well as during
a
year and may also be affected by cash requirements.
MANAGEMENT
OF THE COMPANY
BOARD
OF DIRECTORS AND EXECUTIVE OFFICERS
Set
forth
below are the names, ages, positions and principal occupations during the past
five years of our directors and executive officers. We have no advisory board.
Our business address and that of our officers and directors is 111 West
57th
Street,
Suite 1100, New York, New York 10019.
Executive
Officers
Messrs.
Harris, Jamison, Leff and Andreev are Managing Directors and are primarily
responsible for the day to day management of our portfolio. They have served
in
this capacity since 1984, 2002, 2004 and 2005, respectively.
Charles
E. Harris. Mr.
Harris, 64, currently serves as our Chairman, Chief Executive Officer and
as a
Managing Director. He has served as our Chief Executive Officer since July
1984
and as a Managing Director since January 2004. He has been a member of our
Board
of Directors and served as Chairman of the Board since April 1984. He also
served as our Chief Compliance Officer from February 1997 to February 2001.
He
is Chairman of the Board, Chief Executive Officer and a Director of Harris
&
Harris Enterprises, a wholly owned subsidiary of the Company. His wife serves
as
our Corporate Secretary. He is a director of Mersana Therapeutics, Inc.,
and of
SiOnyx, Inc., privately held nanotechnology-enabled companies in which we
have
investments. He was a member of the Advisory Panel for the Congressional
Office
of Technology Assessment. Prior to joining us, he was Chairman of Wood,
Struthers and Winthrop Management Corporation, the investment advisory
subsidiary of Donaldson, Lufkin and Jenrette. He is currently a member of
the
New York Society of Security Analysts. He was, until 2004, a Trustee and
head of
the Audit Committee of Cold Spring Harbor Laboratory, a not-for-profit
institution that conducts research and education programs in the biological
sciences, and he is currently a member of its President’s Council. He also
serves as a Trustee and head of the Audit Committee of the Nidus Center,
a
not-for-profit, a life sciences, business incubator in St. Louis, Missouri.
He
is a life-sustaining fellow of MIT and a shareholder of its Entrepreneurship
Center. He is an "interested person" as defined in Section 2(a)(19) of the
1940
Act, as a beneficial owner of more than five percent of our Common Stock,
as a
control person and as one of our officers. He was graduated from Princeton
University (A.B.) and the Columbia University Graduate School of Business
(M.B.A.).
Douglas
W. Jamison.
Mr.
Jamison, 37, has served as President, as Chief Financial Officer and as Chief
Operating Officer since January 1, 2005, as Treasurer since March 2005 and
as a
Managing Director since January 2004 and as Vice President from September
2002
through December 2004. Since January 2005, he has been President and a Director
of Harris & Harris Enterprises, Inc., a wholly owned subsidiary of Harris
& Harris Group, Inc. He
is
currently a nominee to our Board of Directors.
He was
recommended to join our Board by Charles E. Harris. Upon Mr. Harris' mandatory
retirement, scheduled for December 31, 2008, the Board of Directors has named
Mr. Jamison to succeed Mr. Harris in Mr. Harris's positions of Chairman and
Chief Executive Officer. Mr. Jamison is a director of Chlorogen, Inc., of
Evolved Nanomaterial Sciences, Inc., of NanoOpto Corporation and of Nextreme
Thermal Solutions, Inc., privately held nanotechnology-enabled companies
in
which we have an investment. He is Co-Editor-in-Chief of "Nanotechnology
Law
& Business." He is Co-Chair of the Advisory Board, Converging Technology Bar
Association, a member of the University of Pennsylvania Nano-Bio Interface
Ethics Advisory Board and a member of the Advisory Board, Massachusetts
Technology Collaborative Nanotechnology Venture Forum. His professional
societies include the Association of University Technology Managers. From
1997
to 2002, he worked as a senior technology manager at the University of Utah
Technology Transfer Office, where he managed intellectual property in physics,
chemistry and the engineering sciences. He was graduated from Dartmouth College
(B.A.) and the University of Utah (M.S.).
Daniel
V. Leff. Mr.
Leff,
38, has served as an Executive Vice President and as a Managing Director
since
January 2004. From 2001 to 2003, he was a Senior Associate with Sevin Rosen
Funds in the firm’s Dallas, Texas, office, where he focused on early-stage
investment opportunities in semiconductors, optical components, and various
emerging technology areas. From 2000 to 2001, he worked for Redpoint Ventures
in
the firm’s Los Angeles office. In addition, from 1997 to 2000, he held
engineering, marketing and strategic investment positions with Intel
Corporation. He
is a
director of Nanomix, Inc., of CSwitch, Inc., of Innovalight, Inc., and of
Adesto
Technologies, Inc., privately held nanotechnology-enabled companies in which
we
have an investment.
He
received his Ph.D. degree in Physical Chemistry from UCLA’s Department of
Chemistry and Biochemistry, where his thesis advisor was Professor James
R.
Heath, recipient of the 2000 Feynman Prize in Nanotechnology. He also received
a
B.S. in Chemistry from the University of California, Berkeley and an M.B.A.
from
The Anderson School at UCLA, where he was an Anderson Venture Fellow. He
has
published several articles in peer-reviewed scientific journals and has been
awarded two patents in the field of Nanotechnology.
Alexei
A. Andreev. Mr.
Andreev, 35, has served as an Executive Vice President and as a Managing
Director since March 2005. From 2002 to March 2005, he was an Associate with
Draper Fisher Jurvetson, a venture capital firm. In 2001, he was a Summer
Associate with TLcom Capital Partners, a London-based venture capital fund
backed by Morgan Stanley. From 1997 to 2000, he was an Associate at Renaissance
Capital Group/Sputnik Funds, a venture capital fund in Moscow, Russia.
Previously, he was a researcher at the Centre of Nanotechnology, Isan, in
Troitsk, Russia. He is a director of D-Wave Systems, Inc., and of Xradia,
Inc.,
privately held nanotechnology-enabled companies in which we have an investment.
He is a director of the American Business Association of Russian Expatriates.
He
was graduated with a B.S. with honors in Engineering/Material Sciences and
a
Ph.D. in Solid State Physics from Moscow Steel and Alloys Institute and with
an
M.B.A. from the Stanford Graduate School of Business.
Daniel
B. Wolfe. Mr.
Wolfe, 30, has served as a Vice President since July 2004. Since January
2007,
he has served as Principal. From January 2006 to January 2007, he was a Senior
Associate. He is a director of Evolved Nanomaterial Sciences, Inc., a privately
held nanotechnology-enabled company in which we have an investment. Prior
to
joining us, he served as a consultant to Nanosys, Inc. (from 2002 to 2004),
CW
Group (from 2001 to 2004) and Bioscale, Inc. (from January 2004 to June 2004).
From February 2000 to January 2002, he was the Co-founder and President of
Scientific Venture Assessments, Inc., a provider of scientific analysis of
prospective investments for venture capital placements and of scientific
expertise to high-technology companies. He was graduated from Rice University
(B.A., Chemistry), where his honors included the Zevi and Bertha Salsburg
Memorial Award in Chemistry and the Presidential Honor Roll, and from Harvard
University (A.M. and Ph.D., Chemistry), where he was an NSF Predoctoral
Fellowship.
Sandra
Matrick Forman, Esq.
Ms.
Forman, 41, has served as General Counsel, as Chief Compliance Officer and
as
Director of Human Resources since August 2004. From 2001 to 2004, she was
an
Associate at Skadden, Arps, Slate, Meagher & Flom LLP, in the Investment
Management Group. From May to August 2000, she was a summer associate with
Latham & Watkins LLP in its London office. From August to December 2000, she
served as an intern in the office of the General Counsel, United States
Department of Defense, Office of the Secretary of Defense. From June to August
1999, she served as an intern for the Honorable Ronald S. Lew, United States
Federal District Court, Central District of California. She was graduated
from
New York University (B.A.), where her honors included National Journalism
Honor
Society, and from the University of California Los Angeles (J.D.), where
her
honors included Order of the Coif and membership on the Law Review. She is
currently a member of the working group for the National Venture Capital
Association model documents.
Patricia
N. Egan. Ms.
Egan, 32, has served as Chief Accounting Officer, as Vice President and as
Senior Controller since June 2005. From June 2005 to December 2005 and since
August 2006, she served as Assistant Secretary . She also serves as Chief
Accounting Officer, as Treasurer and as Secretary of Harris & Harris
Enterprises, Inc., a wholly owned subsidiary of the Company. From 1996 to
2005,
she served as a Manager at PricewaterhouseCoopers LLP in its financial services
group. She was graduated from Georgetown University (B.S., Accounting), where
her honors included the Othmar F. Winkler Award for Excellence in Community
Service. She is a Certified Public Accountant.
Mary
P. Brady. Ms.
Brady, 45, has served as a Vice President, as Controller and as Assistant
Secretary from November 2005. From 2003 through 2005, she served as a senior
accountant at Clarendon Insurance Company in its program accounting group.
She
served from 2000 to 2003 as a senior associate at PricewaterhouseCoopers
LLP in
its financial services group. She was graduated Summa Cum Laude from Lehman
College (B.S., Accounting). She is a Certified Public
Accountant.
Susan
T. Harris.
Ms.
Harris, 62, has served as our Secretary since July 2001. From July 1999 to
July
2003, she was employed by Harris & Harris Enterprises, Inc., our wholly
owned subsidiary, working primarily in financial public relations. From July
2001 to July 2003, she served as Secretary and Treasurer of Harris & Harris
Enterprises, Inc. Since 1972, she has been an investor relations consultant,
operating as a sole proprietor prior to 1999, and again from July 2003 to
the
present. She was graduated from Wellesley College (B.A., Economics). Ms.
Harris’s husband serves as the Chairman, Chief Executive Officer and as a
Managing Director of the Company.
Board
of Directors
Our
Board
of Directors supervises our management. The responsibilities of each director
include, among other things, the oversight of the investment approval process,
the quarterly valuation of our assets, and the oversight of our financing
arrangements.
Interested
Directors:
Charles
E. Harris. See
biography under "Executive Officers."
Kelly
S. Kirkpatrick, Ph.D.
Dr.
Kirkpatrick, 40, has served as a member of our Board of Directors since March
2002. She has served as a consultant to us on nanotechnology and in our due
diligence work on certain prospective investments. She is an independent
business consultant. From 2000 to 2002, she served in the Office of the
Executive Vice Provost of Columbia University, as Director of the Columbia
University Nanotechnology Initiative and as Director for Research and Technology
Initiatives. From 1998 to 2000, she served in the White House Office of Science
and Technology Policy, as a Senior Policy Analyst involved in the National
Nanotechnology Initiative. From 1997 to 1998, she was a Science Policy
Coordinator for Sandia National Laboratories. From 1995 to 1996, she served
in
the office of Senator Joseph Lieberman as Legislative Assistant, Congressional
Science and Engineering Fellow. She was graduated from University of Richmond
(B.S., Chemistry with a business option) and Northwestern University (Ph.D.,
Materials Science and Engineering). She may be considered to be an "interested
person" of the Company because of the consulting work she does for
us.
Lori
D. Pressman. Ms.
Pressman, 49, has served as a member of our Board of Directors since March
2002.
She has served as a consultant to us on tiny technology, intellectual property
and in our due diligence work on certain prospective investments. She also
acts
as an observer for us at Board meetings of certain portfolio companies in
the
Boston area. She is a business consultant providing advisory services to
start-ups and venture capital companies. She also consults internationally
on
technology transfer practices and metrics for non-profit and government
organizations. From 1999 to 2001, she was Chair of the Survey Statistics
and
Metrics Committee of the Association of University Technology Managers. From
September 1989 to July 2000, she was employed by MIT in its Technology Licensing
Office; she served as a Technology Licensing Officer from 1989 to 1995 and
as
Assistant Director of the Technology Licensing Office from 1996 to 2000.
She was
graduated from the Massachusetts Institute of Technology (S.B., Physics)
and the
Columbia School of Engineering (MSEE). She may be considered to be an
"interested person" of the Company because of the consulting work she does
for
us.
Independent
Directors:
W.
Dillaway Ayres, Jr. Mr.
Ayres, 56, has served as a member of our Board of Directors since November
2006.
He has served as the Chief Operating Officer of Cold Spring Harbor Laboratory,
a
research and educational institution in the biological sciences, since November
of 2000. Prior to joining Cold Spring Harbor Laboratory in 1998, Mr. Ayres
had a
20-year business career during which he worked as corporate executive,
investment banker and entrepreneur. In 1996, he co-founded Business & Trade
Network, Inc., a business-to-business, venture capital-backed Internet company.
Prior to that he worked for five years as a Managing Director of Veronis,
Suhler
& Associates, a boutique investment banking firm in New York specializing in
the media/ communications industry. At Veronis, Suhler, he focused on investing
the firm’s private equity fund. He was graduated from Princeton University
(A.B., English) and from the Columbia University Graduate School of Business
(M.B.A., Finance).
C.
Wayne Bardin. Dr.
Bardin, 72, has served as a member of our Board of Directors since December
1994. Since 1996, he has served as the President of Bardin LLC, a consulting
firm to pharmaceutical companies. From 1998 to 2003, he served as President
of
Thyreos Corp., a privately held, start-up pharmaceutical company. From 1978
through 1996, he was Vice President of The Population Council. His professional
appointments have included: Professor of Medicine, Chief of the Division
of
Endocrinology, The Milton S. Hershey Medical Center of Pennsylvania State
University and Senior Investigator, Endocrinology Branch, National Cancer
Institute. He has also served as a consultant to several pharmaceutical
companies. He has been appointed to the editorial boards of 15 journals.
He has
also served on national and international committees and boards for the National
Institutes of Health, World Health Organization, The Ford Foundation and
numerous scientific societies. He was graduated from Rice University (B.A.),
Baylor University (M.S., M.D.) and he received a Doctor Honoris Causa from
the
University of Caen, the University of Paris and the University of
Helsinki.
Phillip
A. Bauman. Dr.
Bauman, 51, has served as a member of our Board of Directors since February
1998. Since 1999, he has been Senior Attending in Orthopedic Surgery at St.
Luke’s/Roosevelt Hospital Center in Manhattan and since 2000, he has served as
an elected member of the Executive Committee of the Medical Board of St.
Luke's/Roosevelt Hospital. Since 2005, he has been on the Board of Managers
for
the Hudson Crossing Surgery Center. Since 1997, he has been Assistant Professor
of Orthopedic Surgery at Columbia University. Since 1994, he has been a Vice
President of Orthopedic Associates of New York. He is an active member of
the
American Academy of Orthopaedic Surgeons, the American Orthopaedic Society
for
Sports Medicine, the New York State Society of Orthopaedic Surgeons and the
American Medical Association. He was graduated from Harvard College (B.A.),
Harvard University (A.M., Biology) and the College of Physicians and Surgeons
at
Columbia University (M.D).
G.
Morgan Browne. Mr.
Browne, 72, has served as a member of our Board of Directors since June 1992.
Since 2004, he has been President and since 2000, a Trustee of Planting Fields
Foundation, a historic estate arboretum. From 2001 to 2003, he served as
Chief
Financial Officer of Cold Spring Harbor Laboratory, a not-for-profit institution
that conducts research and education programs in the biological sciences.
From
1985 to 2000, he was the Administrative Director of Cold Spring Harbor
Laboratory. In prior years, he was active in the management of numerous
scientifically based companies as an officer, as an individual consultant
and as
an associate of Laurent Oppenheim Associates, Industrial Management Consultants.
He is a Director of OSI Pharmaceuticals, Inc., a publicly held company
principally engaged in drug discovery based on gene transcription. He was
a
founding director of the New York Biotechnology Association. He was graduated
from Yale University (B.A.).
Dugald
A. Fletcher. Mr.
Fletcher, 77, was appointed Lead Independent Director on November 2, 2006.
Since
1996, he has served as a member of our Board of Directors. Since 1984, h
e has
served as President of Fletcher & Company, Inc., a management consulting
firm. Until the end of 1997, he was Chairman of Binnings Building Products
Company, Inc. His previous business appointments include: adviser to
Gabelli/Rosenthal LP, a leveraged buyout fund; Chairman of Keller Industries,
building and consumer products; Senior Vice President of Booz-Allen &
Hamilton; President of Booz-Allen Acquisition Services; Executive Vice President
of Paine Webber Jackson & Curtis and a Director of Paine Webber, Inc.; and
President of Baker Weeks and Co., Inc., a New York Stock Exchange member
firm.
He is currently a Trustee of the Gabelli Growth Fund and a Director of the
Gabelli Convertible and Income Securities Fund, Inc. He was graduated from
Harvard College (A.B.) and Harvard Business School (M.B.A.).
Mark
A. Parsells. Mr.
Parsells, 47, has served as a member of our Board of Directors since November
2003. Since February 2004, he has been the Chairman, President and Chief
Executive Officer of Montpelier Ventures, a management consulting firm. From
2001 to 2003, he was the Chairman, President, Chief Executive Officer and
a
Director of Fusura LLC, an AIG company that was an Internet-based,
direct-to-consumer auto insurance business. From 2000 to 2001, he was President
and Chief Operating Officer of Citibank Online. Previously, he worked in
executive positions for Bank One and American Express and acted as Special
Assistant to U.S. Senator John Heinz. He is a Director of Winterthur (a former
DuPont family estate) Business Associates, a board that oversees corporate
giving and events for corporations, a Director of the Delaware State Chamber
of
Commerce and a Director of the Emerging Technology Council of the Delaware
State
Department of Economic Development. He is an alumnus of The General Manager
Program at Harvard Business School. He was graduated from Emory University
(B.A.), Cornell University (M.B.A.) and Vlerick Leuven Gent Business School
(M.B.A.).
Charles
E. Ramsey. Mr.
Ramsey, 64, has served as a member of our Board of Directors since October
2002.
Since 1997, he has been a consultant. He is a retired founder and principal
of
Ramsey/Beirne Associates, Inc., an executive search firm that specialized
in
recruiting top officers for high technology companies, many of which were
backed
by venture capital. He is Chairman of Bridges to Community, a non-governmental
organization dedicated to construction projects in Nicaragua. He was graduated
from Wittenberg University (B.A.).
James
E. Roberts. Mr.
Roberts, 61, has served as a member of our Board of Directors since June
1995.
Since January 2006, he has been President of AequiCap Insurance Company.
Mr.
Roberts is also a senior officer of various other AequiCap affiliated entities.
From November 2002 to October 2005, he was Executive Vice President and Chief
Underwriting Officer of the Reinsurance Division of Alea North America Company
and Senior Vice President of Alea North America Insurance Company. From October
1999 to November 2002, he was Chairman and Chief Executive Officer of the
Insurance Corporation of New York, Dakota Specialty Insurance Company, and
Recor
Insurance Company Inc., all members of the Trenwick Group, Ltd. From October
1999 to March 2000, he served as Vice Chairman of Chartwell Reinsurance Company
and from March 2000 to November 2002 as the company's Chairman and CEO. He
was
graduated from Cornell University (A.B.).
Richard
P. Shanley.
Mr.
Shanley, 60, joined our Board on March 12, 2007. From February 2001 to December
31, 2006, he was a partner of Deloitte & Touche LLP. From March 1976 to
January 2001, he was employed by Eisner LLP and was a partner from 1982 until
2001. During his over 30 years of public accounting experience, he served
as
lead audit partner on numerous audit engagements for public and private
companies and companies making public stock offerings, including those requiring
application of Sarbanes-Oxley Section 404. He served as lead audit partner
primarily for biotech, pharmaceutical and high-tech companies, including
companies enabled by nanotechnology. He has been actively involved on the
Biotech Council of New Jersey, the New Jersey Technology Council, the New
York
Biotechnology Association, the Connecticut Venture Group, the Biotechnology
Industry Organization and the NanoBusiness Alliance. He is an active member
of
the New York State Society of Certified Public Accountants and the American
Institute of Certified Public Accountants. He is currently serving his third
term on the New York State Society of CPA's Professional Ethics Committee.
He is
a licensed Certified Public Accountant in New Jersey and New York. He was
graduated from Fordham University (B.S.) and Long Island University (M.B.A.
in
Accounting).
Committees
of the Board of Directors
Our
Board
of Directors maintains six standing committees: an Executive Committee, an
Audit
Committee, a Compensation Committee, a Nominating Committee, a Valuation
Committee and an Independent Directors Committee. All of the members of each
committee other than Mr. Harris (who sits on the Executive Committee) are
non-interested directors (as defined in Section 2(a)(19) of the 1940
Act).
The
Executive Committee has and may exercise those rights, powers and authority
that
the Board of Directors from time to time grants to it, except where action
by
the full Board is required by statute, an order of the SEC or our charter
or
bylaws. The Executive Committee did not meet as a separate committee and
did not
act by unanimous written consent in 2006. The members of the Executive Committee
are Messrs. Harris (Chairman), Browne, Ramsey and Dr. Bardin.
The
Audit
Committee operates pursuant to a charter that sets forth the responsibilities
of
the Audit Committee. The Audit Committee’s responsibilities include selecting
and retaining our independent registered public accounting firm, reviewing
with
the independent registered public accounting firm the planning, scope and
results of their audit and our financial statements and the fees for services
performed, reviewing with the independent registered public accounting firm
the
adequacy of internal control systems, reviewing our annual financial statements
and receiving our audit reports and financial statements. The Audit Committee
met five times and did not act by unanimous written consent in 2006. The
members
of the Audit Committee are Messrs. Fletcher (Chairman), Roberts, Browne,
Ayres
and Shanley, all of whom are considered independent under the rules promulgated
by the Nasdaq Global Market.
The
Compensation Committee operates pursuant to a written charter and determines
the
compensation for our executive officers and the amount of salary and bonus
to be
included in the compensation package for each of our officers. The Compensation
Committee met six times and did not act by unanimous written in 2006. The
members of the Compensation Committee are Messrs. Roberts (Chairman), Fletcher,
Ramsey and Dr. Bauman.
The
Nominating Committee acts pursuant to a written charter as an advisory committee
to the Board by identifying individuals qualified to serve on the Board as
directors and on committees of the Board, and recommending nominees to stand
for
election as directors at the next annual meeting of shareholders. The Nominating
Committee met two times in 2006 and acted by unanimous written consent one
time
in 2006. The members of the Nominating Committee are Dr. Bardin (Chairman)
and
Messrs. Ayres, Shanley and Dr. Bauman.
The
Nominating Committee will consider director candidates recommended by
shareholders. In considering candidates submitted by shareholders, the
Nominating Committee will take into consideration the needs of the Board and
the
qualifications of the candidate. The Nominating Committee may also take into
consideration the number of shares held by the recommending shareholder and
the
length of time that such shares have been held. To have a candidate considered
by the Nominating Committee, a shareholder must submit the recommendation in
writing and must include:
• The
name
of the shareholder and evidence of the person's ownership of shares of the
Company, including the number of shares owned and the length of time of
ownership;
• The
name
of the candidate, the candidate's resume or a listing of his or her
qualifications to be a Director of the Company and the person's consent to
be
named as a Director if selected by the Nominating Committee and nominated by
the
Board and consent to serve if elected; and
• If
requested by the Nominating Committee, a completed and signed director's
questionnaire.
The
shareholder recommendation and information described above must be sent to
the
Company's Corporate Secretary, c/o Harris & Harris Group, Inc., 111 West
57th Street, Suite 1100, New York, New York 10019, and must be received by
the
Corporate Secretary not less than 120 days prior to the anniversary date of
the
Company's most recent annual meeting of shareholders or, if the meeting has
moved by more than 30 days, a reasonable amount of time before the meeting.
The
Valuation Committee reviews and approves the valuation of our assets, from
time
to time, as prescribed by the 1940 Act, pursuant to Valuation Procedures
established by our Board of Directors. The Valuation Committee met four times
in
2006. The members of the Valuation Committee are Messrs. Browne (Chairman),
Ayres, Fletcher, Parsells, Ramsey, Roberts, Shanley and Drs. Bardin and
Bauman.
The
Independent Directors Committee has the responsibility of proposing corporate
governance and long-term planning matters to the Board of Directors and making
the required determinations pursuant to the 1940 Act. The Independent Directors
Committee met four times in 2006. The members of the Independent Directors
Committee are Messrs. Fletcher (Chairman), Ayres, Browne, Parsells, Ramsey,
Roberts, Shanley and Drs. Bardin and Bauman.
On
November 2, 2006, the Board of Directors appointed an Ad Hoc Pricing Committee.
The Pricing Committee is responsible for approving the price of any offering
of
our Common Stock, approving the number of shares being offered in such offering,
providing final approval of the underwriting agreement and handling any other
details as are necessary to effect any transactions pursuant to this
registration statement. The members of the Pricing Committee are Messrs.
Harris
(Chairman), Browne and Dr. Bardin.
The
following table sets forth the dollar
range of equity securities beneficially
owned by each director as of December 31, 2006.
Name
of Director
|
Dollar
Range of Equity Securities
Beneficially
Owned (1)(2)(3)
|
Interested
Directors
|
|
Charles
E. Harris
|
Over
$100,000
|
Kelly
S. Kirkpatrick (4)
|
$50,001
- $100,000
|
Lori
D. Pressman (4)
|
$50,001
- $100,000
|
|
|
Independent
Directors
|
|
W.
Dillaway Ayres, Jr.
|
$1-$10,000
|
Dr.
C. Wayne Bardin
|
Over
$100,000
|
Dr.
Phillip A Bauman
|
Over
$100,000
|
G.
Morgan Browne
|
Over
$100,000
|
Dugald
A. Fletcher
|
Over
$100,000
|
Mark
A. Parsells
|
$10,001-$50,000
|
Charles
E. Ramsey
|
Over
$100,000
|
James
E. Roberts
|
Over
$100,000
|
___________________
(1) Beneficial
ownership has been determined in accordance with Rule 16a-1(a)(2) under the
1934
Act.
(2) The
dollar
ranges are: none, $1-$10,000, $10,001-$50,000, $50,001-$100,000 and over
$100,000.
(3) The
dollar
ranges are based on the price of the equity securities as of December 31,
2006.
(4) Denotes
an
individual who may be considered an "interested person" because of consulting
work performed for us.
Principal
Shareholders and Ownership by Directors and Executive
Officers
Set
forth
below is information as of March 30, 2007, with respect to the beneficial
ownership of our Common Stock by (i) each person who is known by us to be
the
beneficial owner of more than five percent of the outstanding shares of the
Common Stock, (ii) each of our directors and executive directors and (iii)
all
of our directors and executive officers as a group. Except as otherwise
indicated, to our knowledge, all shares are beneficially owned and investment
and voting power is held by the persons named as owners. At this time, we
are
unaware of any shareholder owning 5 percent or more of the outstanding shares
of
Common Stock other than the ones noted below. Unless otherwise provided,
the
address of each holder is c/o Harris & Harris Group, Inc., 111 West
57th
Street,
Suite 1100, New York, New York 10019.
Name
and Address of Beneficial Owner
|
|
Amount
and Nature of Beneficial Ownership
|
|
Percentage
of Outstanding Common Shares Owned
|
|
|
|
|
|
|
|
Independent
Directors:
|
|
|
|
|
|
W.
Dillaway Ayres, Jr.
|
|
|
374
|
|
|
*
|
|
Dr.
C. Wayne Bardin
|
|
|
26,825(1)
|
|
|
*
|
|
Dr.
Phillip A. Bauman
|
|
|
26,963(2)
|
|
|
*
|
|
G.
Morgan Browne
|
|
|
33,619
|
|
|
*
|
|
Dugald
A. Fletcher
|
|
|
19,629
|
|
|
*
|
|
Mark
A. Parsells
|
|
|
4,718(3)
|
|
|
*
|
|
Charles
E. Ramsey
|
|
|
31,703
|
|
|
*
|
|
James
E. Roberts
|
|
|
21,107
|
|
|
*
|
|
Richard
P. Shanley
|
|
|
0
|
|
|
*
|
|
|
|
|
|
|
|
|
|
Interested
Directors:
|
|
|
|
|
|
|
|
Charles
E. and Susan T. Harris
|
|
|
1,069,254(4)
|
|
|
5.0
|
|
Kelly
S. Kirkpatrick
|
|
|
6,479
|
|
|
*
|
|
Lori
D. Pressman
|
|
|
6,975
|
|
|
*
|
|
|
|
|
|
|
|
|
|
Executive
Officers:
|
|
|
|
|
|
|
|
Alexei
A. Andreev
|
|
|
2,556(5)
|
|
|
*
|
|
Mary
P. Brady
|
|
|
0(6)
|
|
|
*
|
|
Patricia
N. Egan
|
|
|
0(7)
|
|
|
*
|
|
Sandra
M. Forman
|
|
|
1,849(8)
|
|
|
*
|
|
Douglas
W. Jamison
|
|
|
10,511(9)
|
|
|
*
|
|
Daniel
V. Leff
|
|
|
3,326(10)
|
|
|
*
|
|
Daniel
B. Wolfe
|
|
|
1,219(11)
|
|
|
*
|
|
|
|
|
|
|
|
|
|
All
directors and executive officers as a
group (19 persons)
|
|
|
1,266,807
|
|
|
6.0
|
|
________________
*
Less
than 1%.
(1) |
Includes
5,441 shares owned by Bardin LLC for the Bardin LLC Profit-Sharing
Keogh.
|
(2) |
Includes
5,637 shares owned by Ms. Milbry C. Polk, Dr. Bauman’s wife; 100 shares
owned by Adelaide Polk-Bauman, Dr. Bauman’s daughter; 100 shares owned by
Milbry Polk-Bauman, Dr. Bauman’s daughter; and 100 shares owned by Mary
Polk-Bauman, Dr. Bauman’s daughter. Ms. Milbry C. Polk is the custodian
for the accounts of the three
children.
|
(3) |
All
shares are owned jointly with Mr. Parsells'
wife.
|
(4) |
Includes
1,039,559 shares owned by Mrs. Harris, our Corporate Secretary,
and 29,695
shares owned by Mr. Harris. Mr. Harris also has the right to exercise
221,330 fully vested options to purchase
shares.
|
(5) |
Mr.
Andreev also has the right to exercise 130,316 fully vested options
to
purchase shares.
|
(6) |
Ms.
Brady has the right to exercise 14,695 fully vested options to
purchase
shares.
|
(7) |
Ms.
Egan has the right to exercise 20,872 fully vested options to purchase
shares.
|
(8) |
Includes
250 shares owned by Edward Forman, Ms. Forman’s husband and 270 shares
owned jointly with Edward Forman. Ms. Forman also has the right
to
exercise 69,543 fully vested options to purchase
shares.
|
(9) |
Mr.
Jamison also has the right to exercise 86,006 fully vested options
to
purchase shares.
|
(10) |
Includes
300 shares owned jointly with Elaine Leff, Mr. Leff’s wife. Mr. Leff also
has the right to exercise 127,846 fully vested options to purchase
shares.
|
(11) |
Mr.
Wolfe also has the right to exercise 54,653 fully vested options
to
purchase shares.
|
EXECUTIVE
COMPENSATION
Compensation
Discussion & Analysis
Overview
This
Compensation Discussion & Analysis ("CD&A") describes the material
elements of compensation awarded to, earned by, or paid to our principal
executive officer, principal financial officer and the three most highly
paid
executive officers (other than the principal executive officer and the principal
financial officer) serving as such at the end of 2006 (the "named executive
officers"). This compensation discussion focuses on the information contained
in
the following tables and related footnotes and the narrative for primarily
the
last completed fiscal year, but we also describe compensation actions taken
before or after the last completed fiscal year to the extent it enhances
the
understanding of our executive compensation disclosure. Pursuant to our
Compensation Committee's written charter, our Compensation Committee (the
"Committee") oversees the design and administration of our executive
compensation program.
Compensation
Program Objectives and Philosophy
In
General. The
objectives of the Company's compensation program are to:
|
·
|
attract,
motivate and retain employees by providing market-competitive compensation
while preserving company
resources;
|
|
·
|
maintain
our leadership position as a venture capital firm specializing
in tiny
technology; and
|
|
·
|
align
management's interests with shareholders' interests.
|
To
achieve the above objectives, the Committee has designed a total compensation
program for our executive officers and all 10 of our full-time employees
that is
composed of a base salary and equity awards in the form of stock options.
The
Committee believes that the equity component of compensation is a crucial
component of our compensation package. Stock options are utilized for both
short-term and long-term incentive. Both short-term (one to three years)
and
long-term (greater than three years) vesting stock options are utilized to
make
the Company's compensation program more competitive, particularly with
compensation programs of private partnerships that, unlike the Company, are
able
to award carried interests taxable as long-term gains and to permit
co-investments in deals. Such private partnerships also are more able to
pay
cash bonuses because they do not have the expenses associated with being
publicly traded. Options with short-term vesting are utilized so that each
executive officer can potentially increase their ownership in Company stock
before the scheduled retirement of our Chief Executive Officer, Charles E.
Harris, in December 2008. Short-term vesting periods also have the potential
of
generating cash for the company, through the exercise of options that can
be
used for making venture capital investments and for working capital. In order
to
conserve cash, we generally do not pay cash bonuses. Because we are regulated
by
the 1940 Act, we are not permitted to offer awards of restricted stock without
an exemptive order from the Securities and Exchange Commission ("SEC"), for
which we have applied as described in the subsection, "Regulatory
Considerations." If we obtain such exemptive order, the Committee plans to
award
shares of restricted stock, to add competitiveness to our compensation
program.
Competitive
Market.
For our
investment team members, the competition for retention and recruitment is
primarily private venture capital firms, hedge funds and, to a lesser extent,
investment banking firms. For our legal and accounting professionals, in
addition to the foregoing, the competition is other public companies without
regard to industry, asset management companies and law and accounting firms.
The
Company does not have a readily identifiable peer group, because most business
development companies are not traditional early-stage venture capital companies,
and most other early-stage venture capital companies are not publicly traded.
Thus, we do not emphasize the use of peer comparison groups in the design
of our
compensation program. We do utilize compensation comparables, on an individual
basis, to the extent that they seem appropriately analogous, as provided
to us
by an independent compensation consultant, as one factor in determining
compensation.
Compensation
Process. On
an
annual basis, the Committee reviews and approves each element of compensation
for each of our executive officers, taking into consideration the recommendation
of our Chief Executive Officer (for compensation other than his own, which
is
subject to his employment agreement as discussed below) in the context of
the
Committee's compensation philosophy, to ensure that the total compensation
program and the weight of each of its elements meets the overall objectives
discussed above. For the Chief Compliance Officer, the Committee recommends
her
compensation to the full Board, for approval by at least a majority of the
non-interested directors (as defined in Section 2(a)(19) of the 1940 Act).
In
2006,
an independent compensation consultant, Johnson & Associates, supplied the
Committee market data on key leadership positions. The information provided
for
2006-2007 was for private equity firms with a comparable asset size to the
Company's and for public companies with comparable market capitalizations.
Data
was also provided for 1940 Act compliance personnel. The Committee considers
recommendations from the Chief Executive Officer regarding salaries, along
with
factors such as individual performance, current and potential impact on Company
performance, reputation, skills and experience. When determining compensation,
the Committee considers the importance of retaining certain key officers
whose
replacement would be challenging owing to the Company's status as a 1940
Act
company and owing to its tiny technology specialty. The Committee also considers
individual performance and the highly specialized nature of certain positions
in
determining overall compensation.
When
addressing executive compensation matters, the Committee generally meets
outside
the presence of all executive officers except our Chief Executive Officer
and
our General Counsel, both of whom leave the meeting when his/her compensation
is
reviewed. In 2006, the Committee met with our Chief Executive Officer and
other
management in connection with the implementation of the Harris & Harris
Group, Inc. 2006 Equity Incentive Plan (the "Stock Plan"). It also met in
executive session with its consultant, but without management, to evaluate
management's input.
Regulatory
Considerations.
The 1940
Act permits business development companies to either pay out up to 20 percent
of
net income after taxes through the implementation of a profit sharing plan
or
issue up to 20 percent of shares issued and outstanding through implementation
of a stock option plan. The exercise price of stock options may not be less
than
the current market value at the date of issuance of the
options.
We
have
applied for exemptive relief from the SEC permitting us to issue restricted
stock pursuant to the Stock Plan, to permit the exercise price of the options
to
be adjusted to reflect any taxes paid by us on behalf of shareholders when
we
designate deemed dividends of our long-term gains, to permit non-employee
directors to participate in the Stock Plan and to be able to include certain
former employees in the Stock Plan who were grandfathered participants in
our
profit-sharing plan before it was terminated, or alternatively to be able
to pay
the former employees amounts, if any, that would have been owed if the profit
sharing plan had not been terminated. Until such time as we receive such
exemptive relief, we will not issue any shares of restricted stock, the exercise
price on options will not be adjusted to reflect any taxes paid on behalf
of
shareholders, and former employees and our non-employee directors will not
participate in the Stock Plan.
The
Company has been informed that the SEC has commenced its review of the exemptive
application, but as of the date hereof, we have not received any formal written
comments and accordingly cannot evaluate whether or when an order regarding
our
application or an amended application modifying the relief requested may
be
granted.
We
have
also designed our Stock Plan with the intention that awards made thereunder
generally will qualify as performance-based compensation under Section 162(m)
of
the Internal Revenue Code of 1986, but we reserve the right to pay amounts
thereunder that do not qualify as such performance-based compensation if
we
determine such payments to be appropriate in light of our compensation
objectives from time to time.
Compensation
Components
The
principal elements of our executive compensation program are base salary,
equity
and other benefits and perquisites. The Committee believes that each element
is
essential to achieve the Company's objectives as set forth above. The Committee
is mindful of keeping cash compensation expenses at as low a level of total
operating expenses as is consistent with maintaining the Company's
competitiveness. Therefore, the equity component of compensation is key to
keeping overall compensation competitive while making prudent use of the
Company's resources.
Base
Salaries.
We
recognize the need to pay our named executive officers, and other employees,
a
competitive annual base salary. We review base salaries for our named executive
officers annually. In 2006, the Committee compared salary ranges for all
executive officers against survey data for private equity firms, asset managers
and other public companies, as provided by its independent compensation
consultant. Base salaries are generally adjusted annually for inflation and
also
based on changes in the marketplace and an executive’s individual performance,
salary position among peers and career growth potential. The salary of our
Chief
Executive Officer is set by our Committee, but in accordance with his employment
agreement as described below.
Effective
January 1, 2006, the base salary of Mr. Harris, our Chairman and Chief Executive
Officer, was increased from $246,651, the amount due to him for 2006 pursuant
to
his employment agreement, to $300,000 (thereby also increasing his SERP
benefit), in part in recognition of a 74 percent decrease in Mr. Harris’s profit
sharing allocation in recent years in order to provide additional profit
sharing
to other employees. This salary increase for Mr. Harris was the first, other
than cost of living adjustments, since 1994. Mr. Harris's base salary for
2007
was increased to $306,187 based on a cost of living
adjustment.
Effective
January 1, 2006, the base salary of Sandra M. Forman, our General Counsel,
Chief
Compliance Officer and Director of Human Resources, was increased from $175,000
in 2005 to $215,000 in 2006, based on recognition of her performance and
on an
increase in responsibilities. Effective January 1, 2007, Ms. Forman's base
salary was increased to $267,403 to remain market competitive for her services
and to put her base salary on parity with our Managing
Directors.
All
other
named executive officers received cost of living adjustments in 2006 and
2007.
Equity
Incentive Awards
In
General.
Commencing in 2006, we provide the opportunity for our named executive officers
and other employees to earn long-term and short-term equity incentive awards.
Equity incentive awards in the form of options potentially generate cash
for the
Company that can be used for portfolio company investments and for working
capital. The long-term equity incentive awards provide employees with the
incentive to stay with us for longer periods of time, which in turn provides
us
with greater stability. Short-term equity incentive awards help to motivate
employees in the short term, as we generally do not pay annual cash bonuses.
Short-term equity incentive awards also permit each executive officer to
increase his/her ownership in Company stock, pursuant to minimum share ownership
guidelines established by our Board, effective in advance of the scheduled
retirement of our Chief Executive Officer, Charles E. Harris, in December
2008.
The Committee believes that strategically timed awards of restricted stock
are
also important to ensuring the retention, stability and desired succession
of
executive talent, but the Company is not permitted to grant awards of restricted
stock unless the Company receives an exemptive order from the SEC to do so.
On
July 11, 2006, we filed an application with the SEC to obtain such exemptive
relief (as described above).
Change
from Profit Sharing to Equity Incentive Awards in 2006. Prior
to
the adoption of the Stock Plan, we operated the Amended and Restated Harris
& Harris Group, Inc. Employee Profit-Sharing Plan (the "2002 Plan"), which
provided for profit sharing by its officers and employees up to a maximum
of 20
percent of the Company's net income after taxes. Effective May 4, 2006, the
2002
Plan was terminated.
Under
the
2002 Plan, awards previously granted to four individuals who were participants
at that time (Charles Harris, Mel Melsheimer, Helene Shavin and Jacqueline
Matthews, herein referred to as the "grandfathered participants") were reduced
by 10 percent with respect to "Non-Tiny Technology Investments" (as defined
in
the 2002 Plan) and by 25 percent with respect to "Tiny Technology Investments"
(as defined in the 2002 Plan), and these reduced awards became permanent.
We
refer to these reduced awards as "grandfathered participations." Grandfathered
participations covered only investments made prior to the time the 2002 Plan
was
adopted and did not affect awards related to any investments made after that
date. The amount by which the awards of the grandfathered participants were
reduced were allocable and reallocable each year by the Compensation Committee
among current and new participants as awards under the 2002 Plan. The
grandfathered participations were to be honored by us whether or not the
grandfathered participant was still employed by us or was still alive (in
the
event of death, the grandfathered participations were to be paid to the
grandfathered participant’s estate), unless the grandfathered participant was
dismissed for cause, in which case all future awards, including the
grandfathered participations, would have been immediately cancelled and
forfeited.
With
regard to new investments and follow-on investments made after January 1,
2003,
both current and new participants were required to be employed by us at the
end
of a plan year in order to participate in profit-sharing on our investments
with
respect to that year.
Subject
to receiving exemptive relief from the SEC, the Company may permit certain
former officers of the Company to be participants in the Stock Plan.
Alternatively, the SEC may provide relief which would permit us to pay out
the
remainder, if any, of the former officers' grandfathered participations under
the terminated 2002 Plan.
When
the
Company chooses to retain its net realized long-term capital gains for
reinvestment for growth and declares a deemed dividend, rather than distribute
such gains as a cash dividend, the taxes paid by the Company on behalf of
shareholders (who receive a tax credit for such taxes) reduce the amount
of
profit against which the profit sharing payable to employees is calculated.
The
practical effect of deducting the taxes paid on behalf of shareholders in
conjunction with deemed dividends from "net income after taxes" in any fiscal
year is to reduce the maximum payment under profit-sharing plans governed by
Section 57(n)(1)(B) of the 1940 Act to less than 13 percent (20 percent of
65
percent before adjustment for state and local taxes) of our net income before
these taxes. Moreover, profit-sharing payments in the form of cash reduce
the
Company's reinvestment rate, and therefore its potential rate of growth,
whereas
the exercise of stock options would increase the Company's cash and therefore
its potential rate of growth. For example, in 2005, we accrued $2,107,858
for
profit-sharing expense, and in 2006, after implementing our present Stock
Plan,
the Company received $2,615,190 in cash from the exercise of employee stock
options. Based on all the foregoing reasons, the Committee determined, effective
2006, to replace the historical profit-sharing plan and to implement the
Stock
Plan in its place.
Awards
Under the Stock Plan.
Our
employees have been selected and trained to support our focus on investment
in
tiny technology companies and our specialized regulation and administration
as a
business development company. Our tiny technology focus requires highly
specialized scientific knowledge. There are relatively few individuals who
have
both such scientific knowledge and venture capital experience. Additionally,
our
business development company structure requires specialized management,
administrative, legal and financial knowledge of our specific regulatory
regime.
Because there are very few business development companies, it would be difficult
to find replacements for certain executive, legal and financial positions.
In
accordance with the Stock Plan, which was approved by shareholders at the
2006
Annual Meeting of Shareholders, the Committee can issue options from time
to
time for up to 20 percent of the total shares of stock issued and outstanding.
Thus, the number of shares of stock able to be reserved for the grant of
awards
under the Stock Plan will automatically increase (or decrease) with each
increase (or decrease) in the number of shares of stock issued and outstanding.
The Board intends to increase the number of shares reserved for stock option
grants (currently 4,151,269) from time to time as the number of outstanding
shares increases. The Committee intends to grant awards under the Stock Plan
to
the full extent permitted at the time of each grant (subject to retaining
an
amount for future hires) in order to compete with private equity firms by
retaining the specially qualified and trained personnel that have been carefully
recruited and developed for the Company’s specialized business. Because our
primary competitors are organized as private partnerships, they do not have
the
overhead of a publicly traded company. As a consequence, unlike the Company,
they can afford for cash compensation to be a larger percentage of their
total
expenses. Unlike us, they are not prohibited from paying out at least 20
percent
of their profits to key employees, primarily in the form of long-term capital
gains. They also, unlike us, are permitted to grant their employees
co-investment rights.
Under
the
Stock Plan, no more than 25 percent of the shares of stock reserved for the
grant of the awards under the Stock Plan may be restricted stock awards at
any
time during the term of the Stock Plan. If any shares of restricted stock
are
awarded, such awards will reduce on a percentage basis the total number of
shares of stock for which options may be awarded. If we do not receive exemptive
relief from the SEC to issue restricted stock, all shares granted under the
Stock Plan may be subject to stock options. If we do receive such exemptive
relief and issue 25 percent of the shares of stock reserved for grant under
the
Stock Plan as restricted stock, no more than 75 percent of the shares granted
under the Stock Plan may be subject to stock options. No more than 1,000,000
shares of our common stock may be made subject to awards under the Stock
Plan to
any individual in any year.
On
June
26, 2006, the Committee of the Company approved individual stock option awards
for certain officers and employees of the Company. Both non-qualified stock
options ("NQSOs") and incentive stock options ("ISOs"), subject to the
limitations of Section 422 of the Internal Revenue Code, were awarded under
the
Stock Plan. The terms and conditions of the stock options granted were
determined by the Compensation Committee and set forth in award agreements
between the Company and each award recipient. A total of 3,958,283 stock
options
were granted with vesting dates ranging from December 2006 to June 2014 with
an
exercise price of $10.11. Upon exercise, the shares will be issued from our
previously authorized shares. The full Board of Directors ratified and approved
the grants on August 3, 2006, on which date the Company's common stock price
fluctuated between $9.76 and $10.00.
The
number of options per employee and the vesting and expiration dates were
originally proposed by the independent consultant after conversations with
management and the Chairman of the Committee. The numbers were further revised
based on input from the Chief Executive Officer (with respect to options
other
than his own) and were further revised based on discussions between the
Committee and the independent consultant. All awards granted to executive
officers vest subject to continued employment with the Company through each
applicable vesting date. All stock option awards to officers will be subject
to
stock retention guidelines.
New
grants will be planned in advance of, and in anticipation of, the expiration
of
prior grants. However, the Committee may consider equity-based compensation
at a
time other than such expirations if circumstances warrant. Overall compensation
and salaries are considered annually at the last Board meeting of each calendar
year, typically in November. The Committee may also make occasional grants
during the year associated with promotions and hiring. Pursuant to the 1940
Act,
the exercise price per share of stock purchasable under an option may not
be
less than the market price per share of our stock on the Nasdaq Global Market
on
the date of any option grant. We do not time stock option grants to executives
in coordination with the release of material non-public information.
Option
grants in 2006 were not subject to performance goals. Other than stock options
being tied to stock price, no other items of corporate performance were taken
into account at the time of grant, because of the difficulty of determining
annual performance metrics. We do not report earnings per share; moreover,
write-downs and write-offs of investments are an expected part of our
risk-seeking strategy, and it is not uncommon for even our most successful
investments to take years to come to fruition. The Committee may create
performance goals for the vesting of restricted stock (subject to receipt
of an
exemptive order). If performance goals are used in the future, the Board
will
have the authority to make equitable adjustments to the performance goals
in
recognition of unusual or non-recurring events affecting the Company or the
financial statements of the Company, in response to changes in applicable
laws
or regulations or to account for items of gain, loss or expense determined
to be
extraordinary or unusual in nature or infrequent in occurrence or related
to the
disposal of a segment of a business or related to a change in accounting
principles.
Generally,
the Committee is made aware of the tax and accounting treatment of various
compensation alternatives. SFAS 123(R) requires us to record the fair value
of
equity awards on the date of grant as a component of equity. Compensation
expense related to the grant of options will increase our total operating
expenses and net operating loss, and this increase to expenses is expected
to be
offset by the increase to our additional paid-in capital. Thus, the granting
of
options is expected to have no net impact on our net asset value. If and
when
the options are exercised, the net asset value per share will be decreased
if
the net asset value per share at the time of exercise is higher than the
exercise price, and increased if the net asset value per share at the time
of
exercise is lower than the exercise price. As a result, although we consider
the
accounting treatment of granting options, we do not consider the accounting
treatment to be the dominant factor in the form and/or design of awards.
We
account for the Stock Plan in accordance with the provisions of SFAS No.
123(R),
"Share-Based Payment," which requires that we determine the fair value of
all
share-based payments to employees, including the fair value of grants of
employee stock options, and record these amounts as an expense in the Statement
of Operations over the vesting period with a corresponding increase to our
additional paid-in capital. The increase to our operating expenses is offset
by
the increase to our additional paid-in capital, resulting in no net impact
to
our net asset value.
Additionally,
we do not record the tax benefits associated with the expensing of stock
options, because we intend to qualify as a RIC under Subchapter M of the
Code
and, as such, we cannot use all of our existing operating expenses for tax
purposes.
We
have
established a policy of permitting our officers and directors to enter into
trading plans to sell shares of our common stock in accordance with Rule
10b5-1
of the Securities Act of 1934. The policy allows our participating officers
and
directors to adopt a pre-arranged stock trading plan to buy or sell
pre-determined amounts of our common stock over a period of time. This policy
was established in recognition of the liquidity and diversification objectives
of our officers and directors, including the desire of certain of our officers
and directors to sell certain shares of our common stock (such as shares
of our
common stock they acquire upon exercise of stock options, to pay for the
exercise of options, to provide for taxes triggered by the exercise of options
and, in some cases, to generate cash for the exercise of options).
In
making
compensation decisions, the Committee understands the potential deductibility
of
proposed compensation arrangements for the Company’s executive officers. The
Committee may elect to approve non-deductible compensation arrangements if
it
believes that such arrangements are in the best interests of the Company
and its
stockholders. Our status as a regulated investment company under Subchapter
M of
the Code makes the deductibility of our compensation arrangements a less
important factor for the Committee to consider as compared with operating
companies. Under Subchapter M, the Company cannot deduct operating expenses
from
its long-term capital gains, which are its most significant form of income.
The
Company presently already has more operating expenses than it can deduct
for tax
purposes, even before equity compensation.
Benefits
and Perquisites. We
provide the opportunity for our named executive officers and other full-time
employees to receive certain perquisites and general health and welfare
benefits, which consist of life and health insurance benefits, reimbursement
for
certain medical expenses and gym membership fees. We also offer participation
in
our defined contribution 401(k) plan. For the year ended December 31, 2006,
the
Committee approved 401(k) plan match of 100 percent of employee contributions.
Except as provided in our employment agreement with Mr. Harris, our executive
officers generally receive the same benefits and perquisites as our full-time
administrative employees.
Compensation
of Our Chief Executive Officer
The
Committee reviews all elements of the compensation of Charles E. Harris,
our
Chairman and Chief Executive Officer, on an annual basis and then makes a
determination about his compensation in executive session, subject to his
employment agreement.
Pursuant
to that agreement, as most recently amended as of October 14, 2004 (the
"Employment Agreement"), during the period of employment, Mr. Harris is to
receive compensation in the form of base salary, with automatic yearly
adjustments to reflect inflation, which amounted to $246,651 for 2006. In
addition, the Board may increase such salary, and subsequently decrease it,
but
not below the level provided for by the automatic adjustments described above.
Mr. Harris's base salary for 2006 was increased to $300,000 (thereby also
increasing his SERP benefit as described below) in part in recognition of
a 74
percent decrease in Mr. Harris's profit sharing allocation in recent years
in
order to provide additional profit sharing to other employees. This was the
first salary increase for Mr. Harris, other than cost of living adjustments,
since 1994. Mr. Harris's base salary for 2007 was increased to $306,187,
based
on a cost of living adjustment.
In
2006,
the Committee granted to Mr. Harris the following stock
options:
|
|
Year
of Vesting
|
|
Expiration
Date of Options
|
2006
|
2007
|
2008
|
10
Yr NQSO (vest 33% on 12/26/06, 33% vest on 6/26/07, and 33% on
6/26/08)
|
6/26/2016
|
230,000
|
230,000
|
230,000
|
10
Yr ISO (vest 33% on 12/26/06, 33% vest on 6/26/07, and 33% on 6/26/08)
|
6/26/2016
|
9,891
|
9,891
|
9,891
|
|
|
|
|
|
NQSO-
1 Yr
|
|
|
|
|
100%
vested on 12/26/06
|
6/26/2007
|
200,327
|
|
|
|
|
|
|
|
NQSO
2 Yr
|
|
|
|
|
50%
vest on 6/26/07
|
6/26/2008
|
|
20,000
|
|
50%
vest on 12/26/07
|
6/26/2008
|
|
20,000
|
|
|
|
|
|
|
NQSO
- 3 Yr
|
|
|
|
|
33%
vest on 6/26/07
|
6/26/2009
|
|
13,334
|
|
33%
vest on 6/26/08
|
6/26/2009
|
|
|
13,333
|
33%
vest on 12/26/08
|
6/26/2009
|
|
|
13,333
|
The
amount of options granted to Mr. Harris was based, in part, in reference
to his
previous profit-sharing plan distribution relative to other employees. He
was
granted fewer short-term vesting options than other executive officers, because
of his scheduled retirement in December 2008. His longer-term vesting options
were based on creating long-term incentives for Mr. Harris with respect to
investment decisions despite his scheduled retirement.
Mr.
Harris is entitled to participate in all compensation or employee benefit
plans
or programs, and to receive all benefits, perquisites, and emoluments for
which
salaried employees are eligible. Under the Employment Agreement, we furnish
Mr.
Harris with certain perquisites, which include a company car, membership
in
certain clubs and up to a $5,000 annual reimbursement for personal financial
or
tax advice.
The
Employment Agreement also provides Mr. Harris with life insurance for the
benefit of his designated beneficiaries in the amount of $2,000,000; provides
reimbursement for uninsured medical expenses, not to exceed $10,000 per annum,
adjusted for inflation, over the period of the agreement; provides Mr. Harris
and his spouse with long-term care insurance; and provides Mr. Harris with
disability insurance in an annual amount of 100 percent of his base salary
at
the time of disability. These benefits are for the term of the Employment
Agreement. The Employment Agreement provides that the term of Mr. Harris's
employment may not be extended beyond December 31, 2008, unless a committee
of
the Board consisting of non-interested Directors extends the date by one
year
pursuant to the Executive Mandatory Retirement Benefit Plan, and Mr. Harris
agrees to serve beyond December 31, 2008.
Mr.
Harris's Employment Agreement also provides for a supplemental executive
retirement plan (the "SERP") for his benefit. See more information about
the
SERP under the section "2006 Non-Qualified Deferred Compensation"
below.
The
Committee determined that the Employment Agreement, the severance compensation
agreement and the awards made to Mr. Harris in 2006 pursuant to the Stock
Plan
are appropriate based on the unique qualifications and skills required for
the
Chief Executive Officer position in our Company. Our Chief Executive Officer
must have expertise in managing a public company, managing a business
development company and managing a venture capital company. He must also
have
knowledge of tiny technology, particularly nanotechnology, have stature within
both the nanotechnology community and the venture capital community and have
contacts within the investment banking community.
Share
Ownership Guidelines
In
2006,
our Board of Directors established a retained stock ownership policy for
our
officers and directors. Pursuant to the policy, each executive officer is
expected to own at least 25 percent of the net shares (after sales of stock
to
cover the purchase price and taxes triggered by the exercise of options)
that he
or she purchases in a calendar year through the exercise of options covering
up
to $75,000 of underlying stock based on current market value on the day of
each
transaction. Each executive officer must then retain at least 50 percent
of the
net shares (after sales of stock to cover the purchase price and taxes triggered
by the exercise of options) above $75,000 until his or her purchases reach
the
following share ownership levels:
|
Ownership
Level
|
|
|
CEO
|
$6,000,000
|
Managing
Directors
|
$1,500,000
|
Other
Deal Team Members (including General Counsel)
|
$1,000,000
|
Other
Officers
|
1
X
Base Salary
|
After
reaching the above ownership levels, each executive officer is expected to
retain 25 percent of the net shares (after sales of stock to cover the purchase
price and taxes triggered by the exercise of options) that he or she purchases
in any calendar year through the exercise of options. The policy aligns the
interests of our officers and directors with the interests of shareholders.
Our
Chief Executive Officer currently exceeds the guidelines. Other executive
officers are working toward the ownership levels as stock options are
exercised.
Compensation
and Share Ownership of Our Managing Directors
Messrs.
Harris, Jamison, Leff and Andreev are Managing Directors and are primarily
responsible for the day-to-day management of our portfolio. They have served
in
this capacity since 1984, 2002, 2004 and 2005, respectively, although the
title
"Managing Director" was first utilized by our Company in 2004.
See
the
“CD&A - Compensation of our Chief Executive Officer” above for more
information about the compensation of Mr. Harris. Messrs. Jamison, Leff and
Andreev each receive a fixed base salary as determined by our Compensation
Committee, participate in the Equity Incentive Plan (as described above)
and
receive all benefits, perquisites, and emoluments for which salaried employees
are eligible.
The
following table sets forth the dollar range of equity securities beneficially
owned by each Managing Director as of December 31, 2006.
Name
of Managing Director
|
|
Dollar
Range of Equity Securities
Beneficially
Owned
(1)(2)
|
Charles
E. Harris
|
|
Over
$1,000,000
|
Douglas
W. Jamison
|
|
$10,001
- $50,000
|
Daniel
V. Leff
|
|
$1-$10,000
|
Alexei
A. Andreev
|
|
$10,001
- $50,000
|
___________________
(1) Beneficial
ownership has been determined in accordance with Rule 16a-1(a)(2) of the
1934
Act.
(2) The
dollar ranges are: none, $1-$10,000, $10,001-$50,000, $50,001-$100,000,
$100,001-$500,000, $500,001-$1,000,000 and over $1,000,000.
Related
Party Transactions
In
the ordinary course of business, the Company enters into transactions with
portfolio companies that may be considered related party transactions. Other
than these transactions, for the fiscal year ended December 31, 2006, there
were
no transactions, or proposed transactions, in which the registrant was or
is a
participant in which any related person had or will have a direct or indirect
material interest.
In
order
to ensure that the Company does not engage in any prohibited transactions
with
any persons affiliated with the Company, the Company has implemented procedures,
which are set forth in the Company’s Rule 38a-1 Compliance Manual. Our Audit
Committee must review in advance any "related party" transaction, or series
of
similar transactions, to which the Company or any of its subsidiaries was
or is
to be a party, in which the amount involved exceeds $120,000 and in which
such
related party had, or will have, a direct or indirect material interest.
The
Board of Directors reviews these procedures on an annual
basis.
In
addition, the Company’s Code of Conduct for Directors and Employees ("Code of
Conduct"), which is signed by all employees and directors on an annual basis,
requires that all employees and directors avoid any conflict, or the appearance
of a conflict, between an individual’s personal interests and the interests of
the Company. Pursuant to the Code of Conduct, each employee and director
must
disclose any conflicts of interest, or actions or relationships that might
give
rise to a conflict, to the Chief Compliance Officer. The Independent Directors
Committee is charged with monitoring and making recommendations to the Board
of
Directors regarding policies and practices relating to corporate governance.
If
there were any actions or relationships that might give rise to a conflict
of
interest, such actions or relationships would be reviewed and approved by
the
Board of Directors.
Remuneration
of Chief Executive Officer and Other Executive
Officers
The
following table sets forth a summary for the year ended December 31, 2006,
of
the cash and non-cash compensation paid to our principal executive officer,
principal financial officer and the three most highly compensated executive
officers (other than the principal executive officer and the principal financial
officer) serving as such at year end.
2006
Summary Compensation Table
Name
and Principal Position
|
Year
|
Salary
($)
|
Option Awards(1)
($)
|
Non-Equity
Incentive Plan Compensation (2)
($)
|
Change
in Pension Value and Nonqualified Compensation
Earnings(3)
($)
|
All
Other Compensation
($)(4)
(6)
|
Total
($)
|
Charles
E. Harris
Chairman
of the Board,
Chief
Executive Officer, Managing Director(5)
|
2006
|
300,000
|
2,034,482
|
29,067
|
168,677
|
405,628
|
2,937,854
|
Douglas
W. Jamison
President,
Chief Operating Officer, Chief Financial Officer, Managing Director,
Former Vice President
|
2006
|
262,000
|
668,677
|
3,957
|
0
|
15,000
|
949,634
|
Daniel
V. Leff
Managing
Director, Executive Vice President
|
2006
|
262,000
|
668,677
|
3,674
|
0
|
15,000
|
949,351
|
Alexei
A. Andreev
Managing
Director, Executive Vice President
|
2006
|
262,000
|
668,677
|
0
|
0
|
15,000
|
945,677
|
Sandra
M. Forman, Esq.
General
Counsel, Chief Compliance Officer, Director of Human
Resources
|
2006
|
215,000
|
381,595
|
1,580
|
0
|
15,000
|
613,175
|
(1) |
The
figures in this column do not represent amounts actually paid to
the named
executive officers, but represent the aggregate dollar amount of
compensation cost over the requisite service period under FAS 123(R).
We
use the Black-Scholes model to calculate compensation cost under
FAS
123(R). You may find more information about the assumptions we
use in the
Black-Scholes model under "Incentive Compensation Plans - Equity
Incentive
Plan."
|
(2) |
These
amounts represent the actual amounts earned as a result of realized
gains
during the year ended December 31, 2005, and paid out in 2007,
under the
Harris & Harris Group Employee Profit-Sharing Plan. You may find more
information on our Employee Profit-Sharing Plan under "Incentive
Compensation Plans." These amounts are in addition to the $1,107,088
for
Mr. Harris, $165,308 for Mr. Jamison, $153,514 for Mr. Leff and
$62,685
for Ms. Forman reported in the 2005 proxy and were determined in
2006
based on the finalization of our 2005 tax
returns.
|
(3) |
Change
in Pension Value and Non-Qualified Compensation earnings for Mr.
Harris
includes earnings on his SERP and an actuarial increase in his
pension
obligation of $54,692.
|
(4) |
The
amounts reported for Mr. Harris represent actual amounts of benefits
paid
or payable including personal use of an automobile totaling $10,252,
membership in a private club totaling $10,951, membership in a
health club
and use of a trainer totaling $13,717, medical care reimbursement,
consultation with a financial planner totaling $25,463, long-term
disability insurance, group term-life insurance, long-term care
insurance
for him and his wife and $20,000 in employer contributions to the
Harris
& Harris Group, Inc. 401(k) Plan. It also includes the employer
contribution to his SERP totaling
$300,000.
|
(5) |
In
2006, Mr. Harris's wife received compensation of $21,000 for serving
as
our Secretary.
|
(6) |
Except
for Mr. Harris (see footnote 4 above), amounts reported represent
our
contributions on behalf of the named executive to the Harris & Harris
Group, Inc. 401(k) Plan. The named executive did not earn any other
compensation reportable in this column that met the threshold reporting
requirements
|
We
account for the Stock Plan in accordance with the provisions of SFAS No.
123(R),
"Share-Based Payment," which requires that we determine the fair value of
all
share-based payments to employees, including the fair value of grants of
employee stock options, and record these amounts as an expense in the Statement
of Operations over the vesting period with a corresponding increase to our
additional paid-in capital. The increase to our operating expenses is offset
by
the increase to our additional paid-in capital, resulting in no net impact
to
our net asset value. Additionally, we do not record the tax benefits associated
with the expensing of stock options, because we intend to qualify as a RIC
under
Subchapter M of the Code and as such, we cannot use all of our existing
operating expenses for tax purposes.
The
fair
value of each stock option award is estimated on the date of grant using
the
Black-Scholes option pricing model as permitted by SFAS No. 123(R). The stock
options were awarded in five different grant types, each with different
contractual terms. The assumptions used in the calculation of fair value
using
the Black-Scholes model for each contract term were as follows:
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
Average
|
|
|
Number
|
Expected
|
Expected
|
Expected
|
Risk-free
|
Fair
|
|
|
of
Options
|
Term
|
Volatility
|
Dividend
|
Interest
|
Value
|
Type
of Award
|
Term
|
Granted
|
in
Yrs
|
Factor
|
Yield
|
Rates
|
Per
Option Share
|
|
|
|
|
|
|
|
|
Non-qualified
stock options
|
1
Year
|
1,001,017
|
0.75
|
37.4%
|
0%
|
5.16%
|
$1.48
|
Non-qualified
stock options
|
2
Years
|
815,000
|
1.625
|
45.2%
|
0%
|
5.12%
|
$2.63
|
Non-qualified
stock options
|
3
Years
|
659,460
|
2.42
|
55.7%
|
0%
|
5.09%
|
$3.81
|
Non-qualified
stock options
|
10
Years
|
690,000
|
5.75
|
75.6%
|
0%
|
5.08%
|
$6.94
|
Incentive
stock options
|
10
Years
|
792,806
|
7.03
|
75.6%
|
0%
|
5.08%
|
$7.46
|
Total
|
|
3,958,283
|
|
|
|
|
$4.25
|
An
option's expected term is the estimated period between the grant date and
the
exercise date of the option. As the expected term period increases, the fair
value of the option and the compensation cost will also increase. The expected
term assumption is generally calculated using historical stock option exercise
data. The Company does not have historical exercise data to develop such
an
assumption. In cases where companies do not have historical data and where
the
options meet certain criteria, SEC Staff Accounting Bulletin 107 ("SAB 107")
provides the use of a simplified expected term calculation. Accordingly,
the
Company calculated the expected terms using the SAB 107 simplified
method.
Expected
volatility is the measure of how the stock's price is expected to fluctuate
over
a period of time. An increase in the expected volatility assumption yields
a
higher fair value of the stock option. Expected volatility factors for the
stock
options were based on the historical fluctuations in the Company’s stock price
over the expected term of the option, adjusted for stock splits and
dividends.
The
expected dividend yield assumption is traditionally calculated based on a
company's historical dividend yield. An increase to the expected dividend
yield
results in a decrease in the fair value of the option and resulting compensation
cost. Although the Company has declared deemed dividends in previous years,
most
recently in 2005, the amounts and timing of any future dividends cannot be
reasonably estimated. Therefore, for purposes of calculating fair value,
the
Company has assumed an expected dividend yield of 0 percent.
The
risk-free interest rate assumptions are based on the annual yield on the
measurement date of a zero-coupon U.S Treasury bond, the maturity of which
equals the option’s expected term. Higher assumed interest rates yield higher
fair values.
2006
Grants of Plan-Based Awards
Name
|
Grant
Date
|
All
Other Stock Awards: Number of Shares of Stock or Units (#)
|
All
Other Option Awards: Number of Securities Underlying Options
(#)
|
Exercise
or Base Price of Option Awards ($/Sh)
|
Grant
Date Fair Value of Stocks and Options Awards
|
Charles
E. Harris
|
June
26, 2006
|
N/A
|
1,000,000
|
$10.11
|
$5,565,835
|
Douglas
W. Jamison
|
June
26, 2006
|
N/A
|
640,000
|
$10.11
|
$2,068,754
|
Daniel
V. Leff
|
June
26, 2006
|
N/A
|
640,000
|
$10.11
|
$2,068,754
|
Alexei
A. Andreev
|
June
26, 2006
|
N/A
|
640,000
|
$10.11
|
$2,068,754
|
Sandra
M. Forman
|
June
26, 2006
|
N/A
|
375,000
|
$10.11
|
$1,387,384
|
2006
Outstanding Equity Awards at Fiscal Year-End
|
Option
Awards
|
Name
|
Number
of Securities Underlying Unexercised Options
Exercisable(1)
(#)
|
Number
of Securities Underlying Unexercised Options
Unexercisable
(#)
|
Equity
Incentive Plan Awards:
Number
of Securities Underlying Unexercised, Unearned
Options
(#)
|
Option
Exercise Price
($)
|
Option
Expiration Date
|
Charles
E. Harris
|
146,614
2,977
230,000
0
0
|
0
19,782(2)
460,000(2)
40,000(3)
40,000(4)
|
0
0
0
0
0
|
$10.11
$10.11
$10.11
$10.11
$10.11
|
June
26, 2007
June
26, 2016
June
26, 2016
June
26, 2008
June
26, 2009
|
Douglas
W. Jamison
|
138,068
7,936
0
0
|
0
79,128(5)
190,000(3)
160,000(4)
|
0
0
0
0
|
$10.11
$10.11
$10.11
$10.11
|
June
26, 2007
June
26, 2016
June
26, 2008
June
26, 2009
|
Daniel
V. Leff
|
200,981
9,891
0
0
|
0
79,128(5)
190,000(3)
160,000(4)
|
0
0
0
0
|
$10.11
$10.11
$10.11
$10.11
|
June
26, 2007
June
26, 2016
June
26, 2008
June
26, 2009
|
Alexei
A. Andreev
|
147,268
7,975
0
0
|
0
79,128(5)
190,000(3)
160,000(4)
|
0
0
0
0
|
$10.11
$10.11
$10.11
$10.11
|
June
26, 2007
June
26, 2016
June
26, 2008
June
26, 2009
|
Sandra
M. Forman
|
60,981
8,562
0
0
|
0
79,128(5)
110,000(3)
75,000(4)
|
0
0
0
0
|
$10.11
$10.11
$10.11
$10.11
|
June
26, 2007
June
26, 2016
June
26, 2008
June
26, 2009
|
(1)
|
Options
vested on December 26, 2006.
|
(2)
|
Remaining
options vest in two equal installments on June 26, 2007, and June
26,
2008.
|
(3)
|
Remaining
options vest in two equal installments on June 26, 2007, and December
26,
2007.
|
(4)
|
Remaining
options vest in three equal installments on June 26, 2007, June
26, 2008,
and December 26, 2008.
|
(5)
|
Remaining
options vest in eight equal installments on June 26, 2007, June
26, 2008,
June 26, 2009, June 26, 2010, June 26, 2011, June 26, 2012, June
26, 2013,
and June 26, 2014.
|
2006
Option Exercises and Stock Vested
|
Option
Awards
|
Name
|
Number
of Shares Acquired on Exercise
(#)
|
Value
Realized on Exercise
($)
|
Charles
E. Harris
|
60,627
|
132,045
|
Douglas
W. Jamison
|
64,868
|
140,090
|
Daniel
V. Leff
|
0
|
0
|
Alexei
A. Andreev
|
55,629
|
121,250
|
Sandra
M. Forman
|
41,329
|
92,132
|
2006
Pension Benefits
Name
|
Plan
Name
|
Number
of Years Credited Service
(#)
|
Present
Value of Accumulated Benefits
($)
|
Payments
During Last Fiscal Year
($)
|
Charles
E. Harris
|
Executive
Mandatory Retirement Plan
|
23
|
138,857
|
0
|
Douglas
W. Jamison
|
Executive
Mandatory Retirement Plan
|
2
|
0
|
0
|
Executive
Mandatory Retirement Benefit Plan
On
March
20, 2003, in order to begin planning for eventual management succession,
the
Board of Directors voted to establish the Executive Mandatory Retirement
Benefit
Plan for individuals who are employed by us in a bona fide executive or high
policy-making position. There are currently three such individuals that qualify
under the plan, Charles E. Harris, the Chairman and Chief Executive Officer,
Douglas W. Jamison, the President, Chief Operating Officer and Chief Financial
Officer and Mel P. Melsheimer, the former President, Chief Operating Officer
and
Chief Financial Officer. Under this plan, mandatory retirement takes place
effective December 31 of the year in which the eligible individuals attain
the
age of 65. On an annual basis beginning in the year in which the designated
individual attains the age of 65, a committee of the Board consisting of
non-interested directors may determine for our benefit to postpone the mandatory
retirement date for that individual for one additional year.
Under
applicable law prohibiting discrimination in employment on the basis of age,
we
can impose a mandatory retirement age of 65 for our executives or employees
in
high policy-making positions only if each employee subject to the mandatory
retirement age is entitled to an immediate retirement benefit at retirement age
of at least $44,000 per year. The benefits payable at retirement to Mr. Harris
and Mr. Melsheimer under our existing 401(k) plan do not equal this threshold.
A
plan was established to provide the difference between the benefit required
under the age discrimination laws and that provided under our existing plans.
At
December 31, 2006, and 2005, we had accrued $347,075 and $281,656, respectively,
for benefits under this plan. At December 31, 2006, $241,836 was accrued
for Mr.
Melsheimer and $105,239 was accrued for Mr. Harris. Currently, there is no
accrual for Mr. Jamison. This benefit will be unfunded, and the expense as
it
relates to Mr. Melsheimer and Mr. Harris is being amortized over the fiscal
periods through the years ended December 31, 2004, and 2008, respectively.
In
2006, the Company recorded an unrecognized loss in net assets of $33,618
for the
Executive Mandatory Retirement Benefit Plan, pursuant to the adoption of
SFAS
No. 158. The Company also recorded an additional liability of $33,618. On
December 31, 2004, Mr. Melsheimer retired pursuant to the Executive Mandatory
Retirement Benefit Plan. His annual benefit under the plan is $22,915. Mr.
Harris's projected mandatory benefit is $15,458 upon his
retirement.
2006
Non-Qualified Deferred Compensation
Name
|
Executive
Contributions in Last FY
($)
|
Registrant
Contribution in Last FY
($)
|
Aggregate
Earnings in Last FY
($)
|
Aggregate
Withdrawals/
Distributions
($)
|
Aggregate
Balance at Last FYE
($)
|
Charles
E. Harris(1)
|
0
|
300,000
|
113,985
|
0
|
2,149,785
|
(1)
|
The
$300,000 employer contribution and $113,985 of earnings are included
in
the Summary Compensation Table under "All Other Compensation" and
"Non-Qualified Compensation Earnings,"
respectively.
|
SERP
The
Employment Agreement provides that we adopt a supplemental executive retirement
plan (the "SERP") for the benefit of Mr. Harris. Under the SERP, we will
cause
an amount equal to one-twelfth of Mr. Harris's current annual salary to be
credited each month (a "Monthly Credit") to a special account maintained
for
this purpose on our books for the benefit of Mr. Harris (the "SERP Account").
The amounts credited to the SERP Account are deemed invested or reinvested
in
such investments as determined by Mr. Harris. The SERP Account is credited
and
debited to reflect the deemed investment returns, losses and expenses attributed
to such deemed investments and reinvestments. Mr. Harris's benefit under
the
SERP equals the balance in the SERP Account and such benefit will always
be 100
percent vested (i.e., not forfeitable). In 2005, Mr. Harris received a $125,000
distribution from the SERP Account. The balance in the SERP Account will
be
distributed to Mr. Harris in a lump sum on January 6, 2009; provided, however,
in the event of the termination of his employment, the balance in the SERP
Account will be distributed to Mr. Harris or to his beneficiary, as the case
may
be, in a lump-sum payment within 30 days of such termination. We have
established a rabbi trust for the purpose of accumulating funds to satisfy
the
obligations incurred by us under the SERP, which amounted to $2,149,785 and
$1,730,434 at December 31, 2006, and 2005, respectively, and are included
in
accounts payable and accrued liabilities. The restricted funds for the SERP
Account totaled $2,149,785 and $1,730,434 at December 31, 2006, and 2005,
respectively. Mr. Harris's rights to benefits pursuant to this SERP will
be no
greater than those of a general creditor of us.
Potential
Payments upon Termination or Change in Control
Other
than Mr. Harris, our Chairman and Chief Executive Officer, none of our executive
officers has a change in control agreement, nor is entitled to any special
payments solely upon a change in control.
Mr.
Harris’s Employment Agreement provides severance pay in the event of termination
without cause or by constructive discharge and also provides for certain
death
benefits payable to the surviving spouse equal to the executive's base salary
for a period of two years. In addition, Mr. Harris is entitled to receive
severance pay pursuant to the severance compensation agreement that he entered
into with us, effective August 15, 1990. The severance compensation agreement
provides that if, following a change in our control, as defined in the
agreement, his employment is terminated by us without cause or by him within
one
year of such change in control, he shall be entitled to receive compensation
in
a lump sum payment equal to 2.99 times his average annualized compensation
and
payment of other welfare benefits as in effect over the most recent five
years
preceding the year in which the change in control occurred. If Mr. Harris's
termination by us is without cause or is a constructive discharge, the amount
payable under the Employment Agreement will be reduced by the amounts paid
pursuant to the severance compensation agreement.
On
June
30, 1994, we adopted a plan to provide medical and dental insurance for
retirees, their spouses and dependents who, at the time of their retirement,
have ten years of service with us and have attained 50 years of age or have
attained 45 years of age and have 15 years of service with us. On February
10,
1997, we amended this plan to include employees who have seven full years
of
service and have attained 58 years of age. On November 3, 2005, we amended
this
plan to reverse the 1997 amendment for future retirees and to remove dependents
other than spouses from the plan. The coverage is secondary to any government
or
subsequent employer provided health insurance plans. The annual premium cost
to
us with respect to the entitled retiree shall not exceed $12,000, subject
to an
index for inflation. As of December 31, 2006, and 2005, we had a liability
of
$791,972 and $685,600, respectively, for the plan; there are no plan assets.
On
December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization
Act of 2003 (the Act) was signed into law. The Act introduces a prescription
drug benefit under Medicare (Medicare Part D), as well as a federal subsidy
to
sponsors of retiree health care benefit plans that provide a benefit that
is at
least actuarially equivalent to Medicare Part D. The Act, which went into
effect
January 1, 2006, provides a 28 percent subsidy for post-65 prescription drug
benefits. Our reserve assumes our plan is actuarially equivalent under the
Act.
The
options of certain retirees will remain exercisable (to the extent exercisable
at the time of the optionee's termination) post retirement, if such retiree
executes a post-termination non-solicitation agreement, in a form reasonably
acceptable to the Company, until the expiration of its term.
Remuneration
of Directors
The
following table sets forth the compensation paid by us to our directors for
the
fiscal year ended December 31, 2006. During 2006, we did not grant any stock
option awards or pay or accrue any pension or retirement benefits for our
directors.
Name
of Director
|
|
Fees
Earned or Paid in Cash ($)
|
|
All
Other Compensation ($)
|
|
Total
($)
|
|
Independent
Directors:
|
|
|
|
|
|
|
|
W.
Dillaway Ayres, Jr.
|
|
|
1,450
|
|
|
0
|
|
|
1,450
|
|
Dr.
C. Wayne Bardin
|
|
|
33,000
|
|
|
0
|
|
|
33,000
|
|
Dr.
Phillip A. Bauman
|
|
|
43,500
|
|
|
0
|
|
|
43,500
|
|
G.
Morgan Browne
|
|
|
34,500
|
|
|
0
|
|
|
34,500
|
|
Dugald
A. Fletcher
|
|
|
36,000
|
|
|
0
|
|
|
36,000
|
|
Mark
A. Parsells
|
|
|
43,500
|
|
|
0
|
|
|
43,500
|
|
Charles
E. Ramsey
|
|
|
33,000
|
|
|
0
|
|
|
33,000
|
|
James
E. Roberts
|
|
|
43,500
|
|
|
0
|
|
|
43,500
|
|
|
|
|
|
|
|
|
|
|
|
|
Interested
Directors:
|
|
|
|
|
|
|
|
|
|
|
Charles
E. Harris
|
|
|
0
|
|
|
0
|
|
|
0
|
|
Kelly
S. Kirkpatrick
|
|
|
19,500
|
|
|
3,000
|
|
|
22,500
|
|
Lori
D. Pressman
|
|
|
19,500
|
|
|
39,836
|
|
|
59,336
|
|
——————————
(1) |
Mr.
Harris does not receive additional compensation as a Director.
Refer to
the "2006 Summary of Compensation Table" for details of Mr. Harris's
compensation.
|
(2) |
Represents
$3,000 for consulting services. Ms. Kirkpatrick may be considered
an
"interested person" because of consulting work performed for
us.
|
(3) |
Represents
$39,836 for consulting services. Ms. Pressman may be considered
an
"interested person" because of consulting work performed for
us.
|
There
are
no outstanding option awards to directors.
In
2007,
the directors who are not officers will receive $1,500 for each meeting of
the
Board of Directors and $1,500 for each committee meeting they attend, and
a
monthly retainer of $750. Each non-employee committee Chairman will receive
an
additional monthly retainer of $250. The Lead Independent Director will receive
an additional monthly retainer of $500. We also reimburse our directors for
travel, lodging and related expenses they incur in attending Board and committee
meetings. The total compensation and reimbursement for expenses paid or payable
to all directors in 2006 is $362,585.
The
Board
of Directors has adopted a policy that 50 percent of all director fees must
be
used to purchase our common stock. In 2006, the directors collectively bought
10,641 shares in the open market pursuant to this policy.
OTHER
INFORMATION
We
are
not subject to any material pending or, to our knowledge, threatened legal
proceedings.
Our
custodian, J.P. Morgan Chase Bank, 345 Park Avenue, New York, New York
10154-1002, holds our securities in safekeeping.
Our
transfer and dividend-paying agent is American Stock Transfer & Trust
Company, 59 Maiden Lane, New York, NY 10038.
Our
independent registered public accounting firm is PricewaterhouseCoopers LLP,
300
Madison Avenue, New York, NY 10017. It also provides tax return preparation
services for us.
BROKERAGE
In
2005,
we paid $48,732 in brokerage commissions for the sale of our shares in
NeuroMetrix, Inc. We did not effect any transactions in portfolio securities
in
2006 or 2004 except for the purchase and sale of treasury securities, for
which
we do not pay any brokerage commissions. Brokers are selected on the basis
of
our best judgment as to which brokers are most likely to be in contact with
likely buyers of the thinly traded securities of our portfolio companies.
We
will also consider the competitiveness of such broker’s commission rates. We
might pay a premium for a broker’s knowledge of the potential buyers.
DIVIDENDS
AND DISTRIBUTIONS
As
a
regulated investment company under the Code, we will not be subject to U.S.
federal income tax on our investment company taxable income that we distribute
to shareholders, provided that at least 90 percent of our investment company
taxable income for that taxable year is distributed to our shareholders. We
currently intend to retain our net capital gains for investment and pay the
associated federal corporate income tax. We may change this policy in the
future.
To
the
extent that we retain any net capital gain, we may pay deemed capital gain
dividends to shareholders. If we do pay a deemed capital gain dividend, you
will
not receive a cash distribution, but instead you will receive a tax credit
equal
to your proportionate share of the tax paid by us. When we declare a deemed
dividend, our dividend-paying agent will send you an IRS Form 2439 which will
reflect receipt of the deemed dividend income and the tax credit. This tax
credit, which we pay at the applicable corporate rate, is normally at a higher
rate than the rate payable by individual shareholders on the deemed dividend
income. The excess credit can be used by the shareholder to offset other taxes
due in that year or to generate a tax refund to the shareholder. In addition,
each shareholder’s tax basis in his shares of Common Stock is increased by the
excess of the capital gain on which we paid taxes over the amount of taxes
we
paid. See "Taxation."
We
did
not pay a cash dividend or declare a deemed capital gain dividend for 2006.
TAXATION
Taxation
of the Company
We
have
elected and qualified and intend to continue to qualify to be taxed as a
regulated investment company under Subchapter M of the Code. Accordingly, we
must, among other things, (a) derive in each taxable year at least 90 percent
of
our gross income (including tax-exempt interest) from dividends, interest,
payments with respect to certain securities loans, and gains from the sale
or
other disposition of stock, securities or foreign currencies, or other income
(including but not limited to gain from options, futures and forward contracts)
derived with respect to our business of investing in stock, securities or
currencies; and (b) diversify our holdings so that, at the end of each fiscal
quarter (i) at least 50 percent of the market value of our total assets is
represented by cash and cash items, U.S. government securities, the securities
of other regulated investment companies and other securities, with other
securities limited, in respect of any one issuer, to an amount not greater
than
five percent of the value of our total assets and not more than 10 percent
of
the outstanding voting securities of any issuer (subject to the exception
described below), and (ii) not more than 25 percent of the market value of
our
total assets is invested in the securities of any issuer (other than U.S.
government securities and the securities of other regulated investment
companies) or of any two or more issuers that we control and that are determined
to be engaged in the same business or similar or related trades or
businesses.
In
the
case of a regulated investment company which furnishes capital to development
corporations, there is an exception to the rule relating to the diversification
of investments described above. This exception is available only to registered
management investment companies which the SEC determines to be principally
engaged in the furnishing of capital to other corporations which are principally
engaged in the development or exploitation of inventions, technological
improvements, new processes, or products not previously generally available
("SEC Certification"). We have received SEC Certification since 1999, including
for 2005, but it is possible that we may not receive SEC Certification in future
years. Pursuant to the SEC Certification, we are generally entitled to include,
in the computation of the 50 percent value of our assets (described in (b)(i)
above), the value of any securities of an issuer, whether or not we own more
than 10 percent of the outstanding voting securities of the issuer, if the
basis
of the securities, when added to our basis of any other securities of the issuer
that we own, does not exceed five percent of the value of our total
assets.
As
a
regulated investment company, in any fiscal year with respect to which we
distribute at least 90 percent of the sum of our (i) investment company taxable
income (which includes, among other items, dividends, interest and the excess
of
any net short-term capital gains over net long-term capital losses and other
taxable income other than any net capital gain reduced by deductible expenses)
determined without regard to the deduction for dividends paid and (ii) net
tax
exempt interest (the excess of its gross tax exempt interest over certain
disallowed deductions), we (but not our shareholders) generally will not be
subject to U.S. federal income tax on investment company taxable income and
net
capital gains that we distribute to shareholders. To the extent that we retain
our net capital gains for investment, we will be subject to U.S. federal income
tax. We currently intend to retain our net capital gains for investment and
pay
the associated federal corporate income tax. We may change this policy in the
future.
Amounts
not distributed on a timely basis in accordance with a calendar year
distribution requirement are subject to a nondeductible four percent excise
tax
payable by us. To avoid this tax, we must distribute (or be deemed to have
distributed) during each calendar year an amount equal to the sum of:
|
(1) |
at
least 98 percent of our ordinary income (not taking into account
any
capital gains or losses) for the calendar
year;
|
|
(2) |
at
least 98 percent of our capital gains in excess of our capital losses
(adjusted for certain ordinary losses) for a one-year period generally
ending on October 31 of the calendar year (unless an election is
made by a
company with a November or December year-end to use the company’s fiscal
year); and
|
|
(3) |
any
undistributed amounts from previous years on which we paid no U.S.
federal
income tax.
|
While
we
intend to distribute any income and capital gains in the manner necessary to
minimize imposition of the four percent excise tax, sufficient amounts of our
taxable income and capital gains may not be distributed to avoid entirely the
imposition of the tax. In that event, we will be liable for the tax only on
the
amount by which we do not meet the foregoing distribution
requirement.
If
in any
particular taxable year, we do not qualify as a regulated investment company,
all of our taxable income (including its net capital gains) will be subject
to
tax at regular corporate rates without any deduction for distributions to
shareholders, and distributions will be taxable to the shareholders as ordinary
dividends to the extent of our current and accumulated earnings and
profits.
We
may
decide to be taxed as a corporation even if we would otherwise qualify as a
regulated investment company.
Company
Investments
We
may
make certain investments which would subject us to special provisions of the
Code that, among other things, may affect the character of the gains or losses
realized by us and require us to recognize income or gain without receiving
cash
with which to make distributions.
In
the
event we invest in foreign securities, we may be subject to withholding and
other foreign taxes with respect to those securities. We do not expect to
satisfy the requirement to pass through to the shareholders their share of
the
foreign taxes paid by us.
Due
to
our expected investments, in general, distributions will not be eligible for
the
dividends received deduction allowed to corporate shareholders and will not
qualify for the reduced rate of tax for qualified dividend income allowed to
individuals.
Taxation
of Shareholders
Distributions
we pay to you from our ordinary income or from an excess of net short-term
capital gains over net long-term capital losses (together referred to
hereinafter as "ordinary income dividends") are taxable to you as ordinary
income to the extent of our earnings and profits. Distributions made to you
from
an excess of net long-term capital gains over net short-term capital losses
("capital gain dividends"), including capital gain dividends credited to you
but
retained by us, are taxable to you as long-term capital gains, regardless of
the
length of time you have owned our shares. Distributions in excess of our
earnings and profits will first reduce the adjusted tax basis of your shares
and, after the adjusted tax basis is reduced to zero, will constitute capital
gains to you (assuming the shares are held as a capital asset). Generally,
you
will be provided with a written notice designating the amount of any (i)
ordinary income dividends no later than 30 days after the close of the taxable
year, and (ii) capital gain dividends or other distributions no later than
60
days after the close of the taxable year.
In
the
event that we retain any net capital gains, we may designate the retained
amounts as undistributed capital gains in a notice to our shareholders. If
a
designation is made, shareholders would include in income, as long-term capital
gains, their proportionate share of the undistributed amounts, but would be
allowed a credit or refund, as the case may be, for their proportionate share
of
the corporate tax paid by us. In addition, the tax basis of shares owned by
a
shareholder would be increased by an amount equal to the difference between
(i)
the amount included in the shareholder’s income as long-term capital gains and
(ii) the shareholder’s proportionate share of the corporate tax paid by us.
Shareholders should consult their tax advisors for further information about
the
impact of a deemed dividend on their state or local taxes.
Dividends
and other taxable distributions are taxable to you even though they are
reinvested in additional shares of our Common Stock. If we pay you a dividend
in
January which was declared in the previous October, November or December to
shareholders of record on a specified date in one of these months, then the
dividend will be treated for tax purposes as being paid by us and received
by
you on December 31 of the year in which the dividend was declared.
A
shareholder will realize gain or loss on the sale or exchange of our common
shares in an amount equal to the difference between the shareholder’s adjusted
basis in the shares sold or exchanged and the amount realized on their
disposition. Generally, gain recognized by a shareholder on the sale or other
disposition of our common shares will result in capital gain or loss to you,
and
will be a long-term capital gain or loss if the shares have been held for more
than one year at the time of sale. Any loss upon the sale or exchange of our
shares held for six months or less will be treated as a long-term capital loss
to the extent of any capital gain dividends received (including amounts credited
as an undistributed capital gain dividend) by you. A loss realized on a sale
or
exchange of our shares will be disallowed if other substantially identical
shares are acquired (whether through the automatic reinvestment of dividends
or
otherwise) within a 61-day period beginning 30 days before and ending 30 days
after the date that the shares are disposed of. In this case, the basis of
the
shares acquired will be adjusted to reflect the disallowed loss.
In
general, federal withholding taxes at a 30 percent rate (or a lower rate
pursuant to a tax treaty) will apply to distributions to shareholders (except
to
those distributions designated by us as capital gain dividends) that are
nonresident aliens or foreign partnerships, trusts or corporations (a "non-U.S.
investor"). Different tax consequences may result if a non-U.S. investor is
engaged in a trade or business in the United States or, in the case of an
individual, is present in the United States for 183 or more days during a
taxable year and certain other conditions are met.
Backup
Withholding
We
are
required in some circumstances to backup withholding on taxable dividends and
other payments paid to non-corporate holders of our shares who do not furnish
us
with their correct taxpayer identification number and certifications, or who
are
otherwise subject to backup withholding. Backup withholding is not an additional
tax. Any amounts withheld from payments made to you may be refunded or credited
against your U.S. federal income tax liability, if any, provided that the
required information is furnished to the Internal Revenue Service.
The
foregoing is a general discussion of the provisions of the Code and the Treasury
regulations in effect as they directly govern our taxation and our shareholders.
These provisions are subject to change by legislative or administrative action,
and any change may be retroactive. The discussion does not purport to deal
with
all of the U.S. federal income tax consequences applicable to us, or which
may
be important to particular shareholders in light of their individual investment
circumstances or to some types of shareholders subject to special tax rules,
such as financial institutions, broker-dealers, insurance companies, tax-exempt
organizations, partnerships or other pass-through entities, persons holding
notes in connection with a hedging, straddle, conversion or other integrated
transaction, persons engaged in a trade or business in the United States or
persons who have ceased to be U.S. citizens or to be taxed as resident aliens.
Shareholders are urged to consult their tax advisers regarding specific
questions as to U.S. federal, foreign, state and local income or other
taxes.
CERTAIN
GOVERNMENT REGULATIONS
A
business development company is regulated by the 1940 Act. A business
development company must be organized in the United States for the purpose
of
investing in primarily private companies and making managerial assistance
available to them. A business development company may use capital provided
by
public shareholders and from other sources to invest in private investments.
A
business development company provides shareholders the ability to retain the
liquidity of a publicly traded stock, while sharing in the possible benefits,
if
any, of investing primarily in privately owned companies.
As
a
business development company, we may not acquire any assets other than
"qualifying assets" unless, at the time we make the acquisition, the value
of
our qualifying assets represents at least 70 percent of the value of our total
assets. The principal categories of qualifying assets relevant to our business
are:
|
·
|
securities
purchased in transactions not involving any public offering, the
issuer of
which is an eligible portfolio
company;
|
|
·
|
securities
received in exchange for or distributed with respect to securities
described in the bullet above or pursuant to the exercise of options,
warrants or rights relating to the securities;
and
|
|
·
|
cash,
cash items, government securities or high quality debt securities
(within
the meaning of the 1940 Act), maturing in one year or less from the
time
of investment.
|
An
eligible portfolio company is generally a domestic company that is not an
investment company (other than a small business investment company wholly owned
by a business development company) and that:
|
·
|
does
not have a class of securities registered on an exchange or a class
of
securities with respect to which a broker may extend margin
credit;
|
|
·
|
is
actively controlled by the business development company and has an
affiliate of a business development company on its Board of Directors;
or
|
|
·
|
meets
other criteria as may be established by the
SEC.
|
Control
under the 1940 Act is presumed to exist where a business development company
beneficially owns more than 25 percent of the outstanding voting securities
of
the portfolio company.
To
include securities described above as qualifying assets for the purpose of
the
70 percent test, a business development company must make available to the
issuer of those securities (whether directly or through cooperating parties)
significant managerial assistance such as providing significant guidance and
counsel concerning the management, operations or business objectives and
policies of a portfolio company. We offer to provide managerial assistance
to
each of our portfolio companies.
As
a
business development company, we are entitled to issue senior securities in
the
form of stock or indebtedness, including bank borrowings and debt securities,
as
long as our senior securities have an asset coverage of at least 200 percent
immediately after each issuance. See "Risk Factors."
We
may
also be prohibited under the 1940 Act from knowingly participating in certain
transactions with our affiliates without the prior approval of members of our
Board of Directors who are not interested persons and, in some cases, may have
to seek prior approval from the SEC.
As
with
other companies regulated by the 1940 Act, a business development company must
adhere to substantive regulatory requirements. A majority of our directors
must
be persons who are not interested persons, as that term is defined in the 1940
Act. Additionally, we are required to provide and maintain a bond issued by
a
reputable fidelity insurance company to protect us against larceny and
embezzlement. Furthermore, as a business development company, we are prohibited
from protecting any director or officer against any liability to us or our
shareholders arising from willful malfeasance, bad faith, gross negligence
or
reckless disregard of the duties involved in the conduct of that person’s
office.
We
maintain a code of ethics under Rule 17j-1 of the 1940 Act that establishes
procedures for personal investment and restricts some transactions by our
personnel. Our code of ethics generally does not permit investment by our
employees in private securities that may be purchased or held by us. The code
of
ethics is filed as an exhibit to our registration statement of which this
Prospectus is a part. You may read and copy the code of ethics at the SEC’s
Public Reference Room in Washington, D.C. You may obtain information on
operations of the Public Reference Room by calling the SEC at 202-942-8090.
In
addition, the code of ethics is available on the EDGAR Database on the SEC
Internet site at http://www.sec.gov. You may obtain copies of the code of
ethics, after paying a duplicating fee, by electronic request at the following
email address: publicinfo@sec.gov, or by writing to the SEC’s Public Reference
Section, 450 5th Street, N.W., Washington, D.C. 20549.
We
may
not change the nature of our business so as to cease to be, or withdraw our
election as, a business development company unless authorized by vote of a
"majority of the outstanding voting securities," as defined in the 1940 Act,
of
our shares. A majority of the outstanding voting securities of a company is
defined under the 1940 Act as the lesser of: (i) 67 percent or more of the
company’s shares present at a meeting if more than 50 percent of the outstanding
shares of the company are present and represented by proxy or (ii) more than
50
percent of the outstanding shares of the company.
We
vote
proxies relating to our portfolio securities in what management believes is
in
the best interest of our shareholders. We carefully review on a case by case
basis each proposal submitted to a shareholder vote to determine its impact
on
the portfolio securities held by us. Although we generally vote against
proposals that may have a negative impact on our portfolio securities, we may
vote for such a proposal if there exists a compelling long-term reason to do
so.
Our
proxy
voting decisions are made by the Managing Directors who are responsible for
monitoring each of our investments. To ensure that our vote is not the product
of a conflict of interest, we required that: (i) anyone involved in the
decision-making process disclose to our Chief Compliance Officer any potential
conflict that he or she is aware of and any contact that he or she has had
with
any interested party regarding a proxy vote; and (ii) employees involved in
the
decision-making process or vote administration are prohibited from revealing
how
we intend to vote on a proposal in order to reduce any attempted influence
from
interested parties.
Shareholders
may obtain information regarding how we voted proxies with respect to our public
portfolio companies by making a written request for proxy voting information
or
by contacting us by telephone at 1-877-TINY-TECH.
CAPITALIZATION
We
are
authorized to issue 45,000,000 shares of Common Stock, par value $0.01 per
share, and 2,000,000 shares of preferred stock, par value $0.10 per share.
Each
share within a particular class or series thereof has equal voting, dividend,
distribution and liquidation rights. When issued, in accordance with the
terms
thereof, shares of Common Stock will be fully paid and non-assessable. Shares
of
Common Stock are not redeemable and have no preemptive, conversion, or
cumulative voting rights.
The
following table shows the number of shares of (i) capital stock authorized,
(ii)
the amount held by us or for our own account, and (iii) capital stock
outstanding for each class of our authorized securities as of December 31,
2006.
Title
of Class
|
|
Amount
Authorized
|
|
Amount
Held by Company or for its Own Account
|
|
Amount
Outstanding
|
|
Common
Stock
|
|
|
45,000,000
|
|
|
1,828,740
|
|
|
21,015,017
|
|
Preferred
Stock
|
|
|
2,000,000
|
|
|
0
|
|
|
0
|
|
Issuance
of Preferred Stock
Our
Board
of Directors is authorized by our articles of incorporation to issue up to
2,000,000 shares of preferred stock having a par value of $0.10 per share.
The
Board of Directors is authorized to divide the preferred stock into one or
more
series and to determine the terms of each series, including, but not limited
to,
the voting rights, redemption provisions, dividend rate and liquidation
preference. Any terms must be consistent with the requirements of the 1940
Act.
The 1940 Act currently prohibits us from issuing any preferred stock if after
giving effect to the issuance the value of our total assets, less all
liabilities and indebtedness other than senior securities, would be less than
200 percent of the aggregate amount of senior securities representing
indebtedness plus the aggregate involuntary liquidation value of our preferred
stock (other than up to 5 percent borrowings for temporary purposes). Leveraging
with preferred stock raises the same general potential for loss or gain and
other risks as does leveraging with borrowings described above.
Options
and Warrants
We
have
no warrants outstanding. As of December 31, 2006, we have 3,958,283 options
granted pursuant to our Equity Incentive Plan described herein. Under the
1940
Act, we cannot issue options and/or warrants for more than 25 percent of
our
outstanding voting securities.
PLAN
OF DISTRIBUTION
We
may
sell our Common Stock through underwriters or dealers, directly to one or more
purchasers through agents or through a combination of any such methods of sale.
Any underwriter or agent involved in the offer and sale of our Common Stock
will
be named in the applicable Prospectus Supplement.
The
distribution of our Common Stock may be effected from time to time in one or
more transactions at a fixed price or prices, which may be changed, at
prevailing market prices at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices, provided, however, that
the
offering price per share must equal or exceed the net asset value per share
of
our Common Stock exclusive of any underwriting commissions or
discounts.
In
connection with the sale of our Common Stock, underwriters or agents may receive
compensation from us in the form of discounts, concessions or commissions.
Underwriters may sell our Common Stock to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agents. Underwriters, dealers and agents that participate in the
distribution of our Common Stock may be deemed to be underwriters under the
Securities Act of 1933, and any discounts and commissions they receive from
us
and any profit realized by them on the resale of our Common Stock may be deemed
to be underwriting discounts and commissions under the Securities Act of 1933.
Any such underwriter or agent will be identified and any such compensation
received from us will be described in the applicable Prospectus Supplement.
The
maximum commission or discount to be received by any NASD member or independent
broker-dealer will not exceed eight percent. We will not pay any compensation
to
any underwriter or agent in the form of warrants, options, consulting or
structuring fees or similar arrangements.
Any
Common Stock sold pursuant to a Prospectus Supplement will be listed on the
Nasdaq Global Market.
Under
agreements into which we may enter, underwriters, dealers and agents who
participate in the distribution of our Common Stock may be entitled to
indemnification by us against certain liabilities, including liabilities under
the Securities Act of 1933. Underwriters, dealers and agents may engage in
transactions with us, or perform services for us, in the ordinary course of
business.
If
so
indicated in the applicable Prospectus Supplement, we will authorize
underwriters or other persons acting as our agents to solicit offers by certain
institutions to purchase our Common Stock from us pursuant to contracts
providing for payment and delivery on a future date. Institutions with which
such contacts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all cases such institutions must be approved
by
us. The obligations of any purchaser under any such contract will be subject
to
the condition that the purchase of the Common Stock shall not at the time of
delivery be prohibited under the laws of the jurisdiction to which such
purchaser is subject. The underwriters and such other agents will not have
any
responsibility in respect of the validity or performance of such contracts.
Such
contracts will be subject only to those conditions set forth in the Prospectus
Supplement, and the Prospectus Supplement will set forth the commission payable
for solicitation of such contracts.
In
order
to comply with the securities laws of certain states, if applicable, our Common
Stock offered hereby will be sold in such jurisdictions only through registered
or licensed brokers or dealers.
LEGAL
MATTERS
Certain
legal matters will be passed on by Skadden, Arps, Slate, Meagher & Flom LLP,
New York, New York, our special counsel in connection with the offering of
Common Stock.
EXPERTS
Our
audited financial statements as of December 31, 2006 and 2005 and for each
of
the three years in the period ended December 31, 2006 have been incorporated
by
reference from our 2006 Annual Report on Form 10-K in reliance on the report
of
PricewaterhouseCoopers LLP, independent registered public accounting firm,
given
on the authority of that firm as experts in accounting and auditing.
PricewaterhouseCoopers LLP is located at 300 Madison Avenue, New York, New
York
10017.
We
will
furnish, without charge, a copy of such financial statements upon request by
writing to 111 West 57th Street, Suite 1100, New York, New York 10019,
Attention: Investor Relations, or calling
1-800-TINY-TECH.
FURTHER
INFORMATION
We
are
subject to the informational requirements of the 1934 Act and in accordance
therewith file reports, proxy statements and other information with the SEC.
The
reports, proxy statements and other information filed by us can be inspected
and
copied at public reference facilities maintained by the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549, its Northeast Regional Office, 233 Broadway,
New
York, New York 10279 and its Chicago Regional Office, Suite 900, 175 West
Jackson Boulevard, Chicago, Illinois 60604. You can obtain information on the
operation of the Public Reference room by calling the SEC at (800) SEC-0330.
The
SEC also maintains a website that contains reports, proxy statements, and other
information. The address of the SEC’s website is http://www.sec.gov. Copies of
this material may also be obtained from the Public Reference Branch, Office
of
Consumer Affairs and Information Services of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Our Common Stock is listed on
the
Nasdaq Global Market and our reports, proxy statements and other information
concerning us can be inspected and copied at the library of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
PRIVACY
POLICY
We
are
committed to maintaining the privacy of our shareholders and to safeguarding
their non-public personal information. The following information is provided
to
help you understand what personal information we collect, how we protect that
information and why, in some cases, we may share information with select other
parties.
Generally,
we do not receive any non-public personal information relating to our
shareholders, although some non-public personal information of our shareholders
may become available to us. We do not disclose any non-public personal
information about our shareholders or former shareholders to anyone, except
as
permitted by law or as is necessary in order to service shareholder accounts
(for example, to a transfer agent or third party administrator).
We
restrict access to non-public personal information about our shareholders to
our
employees and to employees of our service providers and their affiliates with
a
legitimate business need for the information. We maintain physical, electronic
and procedural safeguards designed to protect the non-public personal
information of our shareholders.
HARRIS
& HARRIS GROUP, INC.
4,000,000
Shares
Common
Stock
The
date
of the Prospectus is ,
2007
__________________
This
Prospectus constitutes a part of a registration statement on Form N-2 (together
with all the exhibits and the appendix thereto, the "Registration Statement")
filed by us with the SEC under the Securities Act. This Prospectus does not
contain all of the information set forth in the Registration Statement.
Reference is hereby made to the Registration Statement and related exhibits
for
further information with respect to us and the shares offered hereby. Statements
contained herein concerning the provisions of documents are necessarily
summaries of the material terms of such documents.
No
dealer, salesperson or other person has been authorized to give any information
or to make any representations not contained in this Prospectus. If given or
made, any information or representation must not be relied upon as having been
authorized by us. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any security other than the shares of Common
Stock offered by this Prospectus, nor does it constitute an offer to sell or
the
solicitation of an offer to buy shares of Common Stock by anyone in any
jurisdiction in which such offer or solicitation would be unlawful.
PART
C — OTHER INFORMATION
Item
25. Financial Statements and Exhibits
(1) Financial
Statements
- The following financial statements have been incorporated by reference into
the Registration Statement:
(a)
Annual
Report on Form 10-K
|
|
Report
of Independent Registered Public Accounting Firm
|
|
Consolidated
Statements of Assets and Liabilities as of
December
31, 2006, and 2005
|
|
Consolidated
Statements of Operations for the years ended
December
31, 2006, 2005, and 2004
|
|
Consolidated
Statements of Cash Flows for the years ended
December
31, 2006, 2005, and 2004
|
|
Consolidated
Statements of Changes in Net Assets for the
years
ended December 31, 2006, 2005, and 2004
|
|
Consolidated
Schedule of Investments as of December 31, 2006,
and
2005
|
|
Notes
to Consolidated Schedule of Investments
|
|
Notes
to Consolidated Financial Statements
|
|
Financial
Highlights for the years ended December 31,
2006,
2005, and 2004
|
|
Statements,
schedules and historical information other than those listed above have been
omitted since they are either not applicable, or not required or the required
information is shown in the financial statements or notes thereto.
(2) Exhibits:
(a) (1) Restated
Certificate of Incorporation of Harris & Harris Group, Inc., dated September
23, 2005, incorporated by reference as Exhibit 99 to Form 8-K filed on September
27, 2005.
(2) Certificate
of Amendment of the Certificate of Incorporation of Harris & Harris Group,
Inc., dated May 19, 2006, incorporated by reference as Exhibit 3.1 to the
Company's Form 10-Q filed on August 9, 2006.
(b) Restated
By-laws of the Company.(3)
(c) Not
applicable.
(d) Form
of Specimen Certificate of Common Stock.(2)
(e) Not
applicable.
(f) Not
applicable.
(g) Not
applicable.
(h) Not
applicable.
(i) (1) Harris
& Harris Group, Inc. Amended and Restated Employee Profit-Sharing Plan,
incorporated by reference as Appendix A to the Company’s Proxy Statement for the
2002 Annual Meeting of Shareholders (File No. 000-11576) filed on September
3,
2002.
(2) Harris
& Harris Group, Inc., 2006 Equity Incentive Plan, incorporated by reference
as Appendix B to the Company's Proxy Statement for the 2006 Annual Meeting
of
Shareholders filed on April 3, 2006.
(3) Form
of Incentive Stock Option Agreement incorporated by reference as Exhibit
10.1 to
the Company's Form 8-K filed on June 26, 2006.
(4) Form
of Non-Qualified Stock Option Agreement, incorporated by reference as Exhibit
10.2 to the Company's Form 8-K filed on June 26, 2006.
(5) Form
of 10b5-1 Plan.(2)
(6) Harris
& Harris Group, Inc. Directors Stock Purchase Plan 2001.(2)
(7) Amended
and Restated Employment Agreement by and between Harris & Harris Group, Inc.
and Charles E. Harris dated October 14, 2004, incorporated by reference to
Exhibit 10.2 to the Company’s Form 8-K filed on October 15,
2004.
(8) Severance
Compensation Agreement by and between the Company and Charles E. Harris dated
August 15, 1990.(3)
(9) Deferred
Compensation Agreement, incorporated by reference as Exhibit 10.5 to the
Company’s Form 10-K for the year ended December 31, 2004 filed on March 16,
2005.
(10) Amendment
No. 4 to Deferred Compensation Agreement, incorporated
by reference as Exhibit 10 to the Company's Form 10-Q filed on August 9,
2006.
(11) Amendment
No 2. to
Deferred Compensation Agreement, incorporated by reference as Exhibit 10.1
to
the Company's Form 8-K filed on October 15, 2004.
(12) Amendment
No. 1 to Deferred Compensation Agreement, incorporated by reference as Exhibit
10.2 to the Company's Form 10-Q filed on May 14, 2003.
(13) Trust
Under Harris & Harris Group, Inc. Deferred Compensation
Agreement.(2)
(14) Harris
& Harris Group, Inc., Executive Mandatory Retirement Plan, incorporated by
reference as Exhibit 10.1 to the Company's Form 10-Q for the quarter ended
March
31, 2003, filed on May 14, 2003.
(j) Harris
& Harris Group, Inc. Custodian Agreement with JP Morgan.(3)
(k) (1) Form
of
Indemnification Agreement which has been established with all directors and
executive officers of the Company.(3)
(l) Opinion
letter of Skadden, Arps, Slate, Meagher & Flom, LLP.(1)
(m) Not
applicable.
(n) Consent
of the
Independent Registered Public Accounting Firm.(1)
(o) Not
applicable.
(p) Not
applicable.
(q) Not
applicable.
(r)
Code
of Ethics Pursuant to Rule 17j-1, incorporated by reference as Exhibit
99 to
Form 8-K filed on November 3, 2006.
(s) Powers
of Attorney.(1)(2)
(1) Filed
herewith.
(2) Previously
filed with the Company's Registration Statement on Form N-2 (333-138996) filed
on November 29, 2006.
(3) Previously
filed with Pre-Effective Amendment 1 to the Company's Registration Statement
on
Form N-2 (333-112862) filed on March 22, 2004.
Item
26. Marketing Arrangements
The
information contained under the heading "Plan of Distribution" on page 72
of the
Prospectus is incorporated herein by reference, and any information concerning
any underwriters will be contained in the accompanying Prospectus Supplement,
if
any.
Item
27. Other Expenses of Issuance and Distribution
The
following table sets forth the expenses to be incurred in connection with this
offering described in this Registration Statement:
Registration
fees
|
|
$
|
7,500
|
|
Nasdaq
listing fee
|
|
$
|
35,500
|
|
Printing
(other than stock certificates)
|
|
$
|
42,000
|
|
Accounting
fees and expenses
|
|
$
|
45,000
|
|
Legal
fees and expenses
|
|
$
|
100,000
|
|
Miscellaneous
|
|
$
|
100,000
|
|
Total
|
|
$
|
330,000
|
|
Item
28. Persons Controlled by or Under Common Control with Company
At
December 31, 2006
|
Organized
under
laws of
|
Percentage
of voting
securities
owned
by
the Registrant
|
Harris
& Harris Enterprises, Inc.
|
Delaware
|
100%
|
Item
29. Number of Holders of Securities
(as of April 19, 2007)
Title
of class
|
Number
of record holders
|
Common
Stock, $.01 par value
|
134
|
Item
30. Indemnification
Article
8 ("Article 8") of our Certificate of Incorporation, as adopted by our board
of
directors in October 1992, and approved by our shareholders in December 1992
and
restated in September 2005, provides for the indemnification of our directors
and officers to the fullest extent permitted by applicable New York law,
subject
to the applicable provisions of the 1940 Act.
Scope
of Indemnification Under New York Law.
BCL §§ 721-726 provide that a director or officer of a New York corporation who
was or is a party or a threatened party to any threatened, pending or completed
action, suit or proceeding (i) shall be entitled to indemnification by the
corporation for all expenses of litigation when he is successful
on the merits, (ii) may be indemnified by the corporation for judgments, fines,
and amounts paid in settlement of, and reasonable expenses incurred in,
litigation (other than a derivative suit), even if he is not successful on
the
merits, if he acted in good faith and for a purpose he reasonably believed
to be
in or not opposed to the best interest of the corporation (and, in criminal
proceedings, had no reasonable cause to believe that his conduct was unlawful),
and (iii) may be indemnified by the corporation for amounts paid in settlement
and reasonable expenses incurred in a derivative suit (i.e., a suit by a
shareholder alleging a breach of a duty owed to the corporation by a director
or
officer) even if he is not successful on the merits, if he acted in good faith,
for a purpose which he believed to be in, or not opposed to, the best interest
of the corporation. However, no indemnification may be made in accordance with
clause (iii) if he is adjudged liable to the corporation, unless a court
determines that, despite the adjudication of liability and in view of all of
the
circumstances, he is entitled to indemnification. The indemnification described
in clauses (ii) and (iii) above and the advancement of litigation expenses,
may
be made only upon a determination by (i) a majority of a quorum of disinterested
directors, (ii) independent legal counsel, or (iii) the shareholders that
indemnification is proper because the applicable standard of conduct has been
met. In addition, litigation expenses to a director or officer may only be
made
upon receipt of an undertaking by the director or officer to repay the expenses
if it is ultimately determined that he is not entitled to be indemnified. The
indemnification and advancement of expenses provided for by
BCL §§ 721-726 are not deemed exclusive of any rights the indemnitee
may have under any by-law, agreement, vote of shareholders or disinterested
directors, or otherwise. When any action with respect to indemnification of
directors is taken by amendment to the by-laws, resolution of directors, or
agreement, the corporation must mail a notice of the action taken to its
shareholders of record by the earlier of (i) the date of the next annual
meeting, or (ii) fifteen months after the date of the action taken.
The
foregoing provisions are subject to Section 17(h) of the 1940 Act, which
provides that neither the certificate of incorporation or by-laws
nor any agreement may protect any director or officer against any liability
to
the Company or any of its stockholders to which he would otherwise be subject
by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of his duties.
The
Indemnification Agreements.
Pursuant to the Indemnification Agreement, the Company would indemnify the
indemnified director or officer (the "Indemnitee") to the fullest extent
permitted by New York law as in effect at the time of execution of the
Indemnification Agreement and to such fuller extent as New York law may permit
in the future, subject in each case to the applicable provisions of the 1940
Act. An Indemnitee would be entitled to receive indemnification against all
judgments rendered, fines levied, and other assessments (including amounts
paid
in settlement of any claims, if approved by the Company), plus all reasonable
costs and expenses (including attorneys’ fees) incurred in connection with the
defense of any threatened, pending, or completed action or proceeding, whether
civil, criminal, administrative, or investigative (an "Action"), related to
or
arising from (i) any actual or alleged act or omission of the Indemnitee at
any
time as a director, officer, employee, or agent of the Company or any of its
affiliates or subsidiaries, or (ii) the Indemnitee’s past, present, or future
status as a director, officer, employee or agent of the Company or any of its
affiliates or subsidiaries. An Indemnitee would also be entitled to advancement
of all reasonable costs and expenses incurred in the defense of any Action
upon
a finding by a court or an opinion of independent counsel that the Indemnitee
is
more likely than not to prevail. If the Company makes any payment to the
Indemnitee under the Indemnification Agreement and it is ultimately determined
that the Indemnitee was not entitled to be indemnified, the Indemnitee would
be
required to repay the Company for all amounts paid to the Indemnitee under
the
Indemnification agreement. An Indemnitee would not be entitled to
Indemnification or advancement of expenses under the Indemnification Agreement
with respect to any proceeding or claim brought by him against the
Company.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
(the
"Act") may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In
the
event that a claim for indemnification against such liabilities (other than
the
payment by the Company of expenses incurred or paid by a director, officer
or
controlling person of the Company in the successful defense of any action,
suit
or proceeding) is asserted by such director, officer or controlling person
in
connection with the securities being registered, the Company will, unless in
the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will
be governed by the final adjudication of such issue.
We
maintain directors’ and officers’
liability insurance.
Item
31. Business and Other Connections of Investment Adviser
Not
applicable because the Company
has no investment adviser.
Item
32. Location of Accounts and Records
Certain
accounts, books and other documents required to be maintained by Section 31(a)
of the 1940 Act and the Rules promulgated
there under are maintained at the offices of the Company at 111
West
57th
Street,
Suite 1100,
New York, New York 10019. Certain accounts, books and other documents pertaining
to the Company’s subsidiaries are maintained at 111
West
57th
Street,
Suite 1100, New
York, New York 10019.
Item
33. Management Services
Global
Shares provides stock plan administration services for our Equity Incentive
Plan. The total cost of these services for 2007 is estimated to be
$17,500.
Item
34. Undertakings
1. We
undertake to suspend the offering of shares until we amend our prospectus
if:
|
(1)
|
subsequent
to the effective date of this Registration Statement, the net asset
value
per share declines more than 10 percent from our net asset value
per share
as of the effective date of the Registration Statement;
or
|
|
(2)
|
the
net asset value increases to an amount greater than our net proceeds
as
stated in the Prospectus.
|
2. Not
applicable.
3. Not
applicable.
4. We
hereby undertake:
|
(a)
|
to
file, during any period in which offers or sales are being made,
a
post-effective amendment to this Registration
Statement:
|
|
(1)
|
to
include any prospectus required by Section 10(a)(3) of the Securities
Act
of 1933;
|
|
(2)
|
to
reflect in the prospectus any facts or events after the effective
date of
the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement;
and
|
|
(3)
|
to
include any material information with respect to the plan of distribution
not previously disclosed in the Registration State-ment or any material
change to such information in the Registra-tion
Statement.
|
|
(b)
|
that
for the purpose of determining any liability under the Securities
Act of
1933, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be the
initial
bona fide offering thereof;
|
|
(c)
|
to
remove from registration by means of a post-effective amendment any
of the
securities being registered which remain unsold at the termination
of the
offering; and
|
|
(d)
|
that
for the purposes of determining any liability under the Securities
Act of
1933, each filing of our annual report or quarterly reports pursuant
to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 that
is incorporated by reference in the registration statement shall
be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed
to be the initial bona fide offering
thereof.
|
5. We
hereby undertake:
|
(a)
|
that
for purposes of determining any liability under the Securities Act
of
1933, the information omitted from the form of Prospectus filed as
part of
this Registration Statement in reliance upon Rule 430A and contained
in a
form of Prospectus filed by the Company pursuant to Rule 497(e) and
Rule
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective;
and
|
|
(b)
|
that
for the purpose of determining any liability under the Securities
Act of
1933, each post-effective amendment that contains a form of Prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that
time shall be deemed to be the initial bona fide offering
thereof.
|
6. Not
Applicable.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, and State
of
New York, on the 23rd day of April, 2007.
HARRIS
& HARRIS GROUP, INC.
By:
/s/
Charles E. Harris
Name:
Charles
E. Harris
Title: Chairman
of the Board and Chief
Executive Officer
(Principal
Executive Officer)
Pursuant
to the requirements of the Securities Exchange Act of 1933, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
Signature
|
Title
|
Date
|
/s/
Charles E. Harris
Charles
E. Harris
|
Chairman
of the Board and
Chief
Executive Officer
(Principal
Executive Officer)
|
April
23, 2007
|
/s/
Douglas W. Jamison
Douglas
W. Jamison
|
President,
Chief Operating Officer
and
Chief Financial Officer
(Principal
Financial Officer)
|
April
23, 2007
|
/s/
Patricia N. Egan
Patricia
N. Egan
|
Chief
Accounting Officer, Senior
Controller
and Vice President
|
April
23, 2007
|
*
W.
Dillaway Ayres, Jr.
|
Director
|
April
23, 2007
|
*
Dr.
C. Wayne Bardin
|
Director
|
April
23, 2007
|
*
Dr.
Phillip A. Bauman
|
Director
|
April
23, 2007
|
*
G.
Morgan Browne
|
Director
|
April
23, 2007
|
*
Dugald
A. Fletcher
|
Director
|
April
23, 2007
|
*
Kelly
S. Kirkpatrick
|
Director
|
April
23, 2007
|
*
Mark
Parsells
|
Director
|
April
23, 2007
|
*
Lori
D. Pressman
|
Director
|
April
23, 2007
|
*
Charles
E. Ramsey
|
Director
|
April
23, 2007
|
*
James
E. Roberts
|
Director
|
April
23, 2007
|
*
Richard
P. Shanley
|
Director
|
April
23, 2007
|
*By:
/s/
Charles E. Harris
Attorney-in-fact
EXHIBITS
|
(l)
|
Opinion
Letter of Skadden, Arps, Slate, Meagher & Flom
LLP.
|
|
(n)
|
Consent
of the Independent Registered Public Accounting
Firm.
|
(s) Power
of Attorney.