Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________________________________
FORM
8-K
Current
Report Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
May 13.
2009
HARRIS & HARRIS GROUP, INC.
(Exact
name of registrant as specified in its charter)
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New York
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0-11576
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13-3119827
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification
No.)
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111
West 57th
Street
New York, New York 10019
(Address
of principal executive offices and zip code)
Registrant's
telephone number, including area code: (212)
582-0900
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Entry
into a Material Definitive
Agreement.
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On May
13, 2009, the Compensation Committee of the Board of Directors of Harris &
Harris Group, Inc. (the “Company”) approved individual non-qualified stock
option awards for certain employees of the Company pursuant to the Harris &
Harris Group, Inc. 2006 Equity Incentive Plan (the "Plan") at an exercise price
of $4.46, the closing price on the Nasdaq Global Market on the grant
day. The awards were also approved by the Board of
Directors.
All
awards granted to employees vest subject to continued employment with the
Company through each applicable vesting date as stated in the award schedule
filed herewith as Exhibit 10; provided, however, that the options shall become
fully vested and exercisable prior to the date or dates in the award
schedule if the Board of Directors were to accept an offer for the
sale of substantially all of the Company’s assets.
The
Compensation Committee utilized a third-party compensation advisory firm to
assess the competitiveness of the current compensation levels of the named
employees of the Company. As part of this process, the Compensation
Committee analyzed the compensation of the named executive officers in light of
information regarding the compensation practices of other publicly traded
companies and private venture capital and private equity firms, among other
factors. All stock option awards to Section 16 reporting executive
officers will be subject to stock retention guidelines while such officer
remains an employee of the Company. Please see the Company's
"Compensation Discussion & Analysis" in the Proxy Statement for the 2009
Annual Meeting of Shareholders filed with the Securities and Exchange Commission
on March 19, 2009, for more details about our compensation program.
SFAS
123(R) requires us to record the fair value of these awards on the date of grant
as a component of equity. The cost associated with the grants will be
expensed over the vesting period of the options with a corresponding increase to
our additional paid-in capital. Compensation expense related to the
grant of options will increase our total operating expenses and net operating
loss. Because the increase to expenses is offset by an increase to
our additional paid-in capital, the granting of options itself has no net impact
on our net asset value per share. If options are exercised, net asset
value per share will decrease if the net asset value per share at the time of
exercise is higher than the exercise price; conversely, net asset value per
share will increase if the net asset value per share at the time of exercise is
lower than the exercise price.
Copies of
the Plan are available with the Company’s Proxy Statement filed with the
Securities and Exchange Commission on April 3, 2006. The stock option
awards will be subject to the terms and conditions provided for in the form of
stock option agreement filed as Exhibit 10.11 to the Company’s Form 10-K for the
fiscal year ended December 31, 2008, filed with the Securities and Exchange
Commission on March 16, 2009. The award schedule used in connection
with the foregoing grant is attached hereto as Exhibit 10.
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Item
9.
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Financial
Statements and Exhibits
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Exhibit No.
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Description
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10
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Award
Schedule
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: May
13,
2009 HARRIS
& HARRIS GROUP, INC.
By:
/s/ Douglas W.
Jamison
Douglas
W. Jamison
Chairman
and Chief Executive Officer
EXHIBIT
INDEX
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Exhibit No.
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Description
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10
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Award
Schedule
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