UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
________________
|
New
York
(State
or other jurisdiction of
incorporation
or organization)
|
13-3119827
(I.R.S.
employer
identification
no.)
|
Richard
T. Prins, Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP
Four
Times Square
New
York, New York 10036-6522
Telephone: (212)
735-3000
Facsimile: (212)
735-2000
|
Large accelerated
filer
|
¨
|
Accelerated
filer
|
x
|
Non-accelerated
filer
|
¨
|
Smaller reporting
company
|
¨
|
Title of
securities to be
registered
|
Amount to be
registered(1)
|
Proposed
maximum
offering price
per share
|
Proposed
maximum
aggregate
offering
price
|
Amount of
registration
fee
|
Common stock, par value $0.01 per
share
|
76,080(2)
|
$4.49(3)
|
$341,599.20
|
$ 19.06(4)
|
(1)
|
In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan(s) described
herein.
|
(2)
|
4,151,269 shares were originally
registered on Form S-8 (File No. 333-135246) filed with the Securities and
Exchange Commission on June 22, 2006; 1,520,661 additional shares were registered
on Form S-8 (File No. 333-144059) filed with the Securities and
Exchange Commission on June 26, 2007; 682,133 additional shares were registered on Form S-8 (File
No. 333-149795) filed with the Securities and Exchange Commission on March
19, 2008, and 76,080
additional shares
are being registered
herewith.
|
(3)
|
The
estimated exercise price of $4.49 per share was computed in accordance
with Rule 457(c) and 457(h) under the Securities Act by averaging the high
and low sales prices of Harris & Harris Group, Inc. Common Stock as
quoted on the Nasdaq Global Market on May 11,
2009.
|
(4)
|
Previously paid in connection
with a registration statement on Form N-2 filed on November 29,
2006.
|
Item
5.
|
Interests
of Named Experts and Counsel.
|
Item
8.
|
Exhibits.
|
Exhibit
Numbers
|
Description
|
4.0
|
Specimen
of common stock certificate, incorporated by reference to Exhibit 4 to the
Company's Annual Report on Form 10-K (File No. 814-00176) filed on March
16, 2009
|
5.0
|
Opinion
of General Counsel of the Company
|
23.1
|
Consent
of PricewaterhouseCoopers LLP
|
23.2
|
Consent
of General Counsel of the Company (included in Exhibit 5.0
above)
|
Name: | Douglas W. Jamison | |
|
Title:
|
Chief
Executive Officer
|
Signature
|
Title
|
Date
|
/s/ Douglas W. Jamison
Douglas
W. Jamison
|
Chairman
of the Board and
Chief
Executive Officer
(Principal
Executive Officer)
|
May
12, 2009
|
/s/ Daniel B. Wolfe
Daniel
B. Wolfe
|
Chief
Financial Officer
(Principal
Financial Officer)
|
May
12, 2009
|
/s/ Patricia N.
Egan
Patricia N.
Egan
|
Chief
Accounting Officer and Senior Controller
|
May
12, 2009
|
/s/ W. Dillaway Ayres, Jr.
W.
Dillaway Ayres, Jr.
|
Director
|
May
12, 2009
|
/s/ C. Wayne
Bardin
Dr. C. Wayne
Bardin
|
Director
|
May
12, 2009
|
/s/ Phillip A. Bauman
Dr. Phillip A.
Bauman
|
Director
|
May
12, 2009
|
/s/ G. Morgan Browne
G. Morgan
Browne
|
Director
|
May
12, 2009
|
/s/ Dugald A. Fletcher
Dugald A.
Fletcher
|
Director
|
May
12, 2009
|
/s/ Lori D. Pressman
Lori D.
Pressman
|
Director
|
May
12, 2009
|
/s/ Charles E. Ramsey
Charles
E. Ramsey
|
Director
|
May
12, 2009
|
/s/ James E. Roberts
James E.
Roberts
|
Director
|
May
12, 2009
|
/s/ Richard P. Shanley
Richard
P. Shanley
|
Director
|
May
12, 2009
|
Exhibit
Numbers
|
Description
|
5.0
|
Opinion
of General Counsel of the Company
|
23.1
|
Consent
of PricewaterhouseCoopers LLP
|