Steven
B. Boehm, Esq.
|
Sandra
M. Forman, Esq.
|
Sutherland
Asbill & Brennan LLP
|
General
Counsel
|
1275
Pennsylvania Avenue, N.W.
|
Harris
& Harris Group, Inc.
|
Washington,
D.C. 20004-2415
|
111
West 57th
Street
|
Suite
1100
|
|
New
York, NY 10019
|
In
the Matter of:
Harris
& Harris Group, Inc.
111
West 57th Street
Suite
1100
New
York, NY 10019
|
APPLICATION
FOR A CERTIFICATION PURSUANT TO SECTION
851(e)
OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
|
3/31/2008
|
6/30/2008
|
9/30/2008
|
12/31/2008
|
|||||||||||||
A. Investments
in "eligible portfolio companies" described in Section
2(a)(46)
|
||||||||||||||||
of
the 1940 Act and believed by the Applicant to be engaged in
the
|
||||||||||||||||
business
activities required by Section 851(e) of the Code
|
$ | 80,202,336 | $ | 89,414,431 | $ | 60,663,002 | $ | 54,125,622 | ||||||||
B. Investments
in "eligible portfolio companies" described in Section
2(a)(46)
|
||||||||||||||||
of
the 1940 Act and treated by Applicant as not engaged in the
business
|
||||||||||||||||
activities
required by Section 851(e) of the Code*
|
2,219 | 2,219 | 2,219 | 2,219 | ||||||||||||
C. Investments
that do not qualify under Section 55(a) of the 1940 Act,
|
||||||||||||||||
but
as to which the issuers are believed by Applicant to be engaged in
the
|
||||||||||||||||
business
activities required by Section 851(e) of the Code**
|
2,893,308 | 2,918,874 | 3,277,224 | 2,837,312 | ||||||||||||
D. Investments
that do not qualify under Section 55(a) of the 1940 Act
and
|
||||||||||||||||
treated
by Applicant as not covered by Section 851(e) of the Code
|
- | - | - | - | ||||||||||||
E. Cash,
cash items and securities as set forth in Section 55(a)(6) of the 1940
Act, collectively “Cash Equivalents”
|
53,799,254 | 62,113,144 | 57,970,695 | 53,676,249 | ||||||||||||
Total
Investments and Cash Equivalents
|
$ | 136,897,117 | $ | 154,448,668 | $ | 121,913,140 | $ | 110,641,402 | ||||||||
Other
Assets
|
3,875,522 | 1,338,315 | 1,163,360 | 986,199 | ||||||||||||
Total
Assets
|
$ | 140,772,639 | $ | 155,786,983 | $ | 123,076,500 | $ | 111,627,601 |
*
|
As
of December 31, 2008, the sole investment in this category was Exponential
Business Development Company.
|
**
|
As of December 31, 2008, the sole investment in this category was D-Wave Systems Inc. |
Harris
& Harris Group, Inc.
|
|||||||
Equity
Securities - Purchases
|
|||||||
Date
|
Company
|
Shares
/ Face
|
Description
|
Follow-on
|
New
|
Total
|
By
Quarter
|
01/19/08
|
D-Wave
|
678,264
|
Series
1 Class C Preferred
|
$736,019
|
$736,019
|
||
01/31/08
|
Nextreme
|
$377,580
|
Bridge
Note & Warrant
|
$377,580
|
$377,580
|
||
02/01/08
|
Phoenix
Molecular
|
$25,000
|
Bridge
Note
|
$25,000
|
$25,000
|
||
02/08/08
|
PolyRemedy
|
287,647
|
Series
B-1 Preferred
|
$244,500
|
$244,500
|
||
02/20/08
|
Adesto
|
3,131,470
|
Series
A Preferred
|
$1,052,174
|
$1,052,174
|
||
02/25/08
|
BridgeLux
|
666,667
|
Series
D Preferred
|
$1,000,001
|
$1,000,001
|
||
03/07/08
|
Solazyme
|
$2,000,000
|
Bridge
Note
|
$2
,000,000
|
$2
,000,000
|
||
03/25/08
|
Metabolon
|
869,565
|
Series
B-1 Preferred & Warrant
|
$1,000,000
|
$1,000,000
|
$6,435,274
|
|
05/01/08
|
Ancora
|
754,717
|
Series
B Preferred
|
$800,000
|
$800,000
|
||
05/06/08
|
LLE
|
7,499,062
|
Series
A Preferred
|
$2,000,000
|
$2,000,000
|
||
05/14/08
|
NeoPhotonics
|
2,000
|
Series
X Preferred
|
$200,000
|
$200,000
|
||
05/27/08
|
Nextreme
|
$200,000
|
Bridge
Note
|
$200,000
|
$200,000
|
||
06/04/08
|
Phoenix
Molecular
|
$25,000
|
Bridge
Note
|
$25,000
|
$25,000
|
||
06/25/08
|
CSwitch
|
$986,821
|
Bridge
Note & Warrant
|
$986,821
|
$986,821
|
||
06/27/08
|
Nextreme
|
$200,000
|
Bridge
Note
|
$200,000
|
$200,000
|
$4,411,821
|
|
07/25/08
|
Nextreme
|
1,467,351
|
Series
B Preferred
|
$800,000
|
$800,000
|
||
07/31/08
|
Solazyme
|
198,508
|
Series
C Preferred
|
$1,000,000
|
$1,000,000
|
||
08/05/08
|
Mersana
|
$200,000
|
Bridge
Note
|
$200,000
|
$200,000
|
||
09/11/08
|
Ensemble
|
$250,286
|
Bridge
Note & Warrant
|
$250,286
|
$250,286
|
||
09/30/08
|
D-Wave
|
450,450
|
Series
C Preferred
|
$487,804
|
$487,804
|
||
09/30/08
|
Nextreme
|
1,925,899
|
Series
B Preferred
|
$1,050,000
|
$1,050,000
|
$3,788,090
|
|
10/07/08
|
Cobalt
|
112,676
|
Series
C Preferred
|
$240,000
|
$240,000
|
||
10/08/08
|
TetraVitae
|
118,804
|
Series
B Preferred
|
$250,000
|
$250,000
|
||
10/31/08
|
CSwitch
|
$250,000
|
Bridge
Note Financing
|
$250,000
|
$250,000
|
||
11/07/08
|
Siluria
|
$42,042
|
Debt
Financing
|
$42,542
|
$42,542
|
||
11/12/08
|
BioVex
|
$200,000
|
Bridge
Note & Warrant
|
$200,000
|
$200,000
|
Harris
& Harris Group, Inc.
|
|||||||
Equity
Securities – Purchases (Continued)
|
|||||||
Date
|
Company
|
Shares
/ Face
|
Description
|
Follow-on
|
New
|
Total
|
By
Quarter
|
11/25/08
|
Cobalt
|
63,380
|
Series
C Preferred
|
$134,999
|
$134,999
|
||
12/01/08
|
CFX
|
672,389
|
Series
A Preferred
|
$526,736
|
$526,736
|
||
12/23/08
|
Kovio
|
1,200,000
|
Series
E Preferred
|
$1,500,000
|
$1,500,000
|
$3,144,278
|
|
$15,044,963
|
$2,734,500
|
$17,779,462
|
$17,779,462
|
12
|
Applicant represents that the
limitation of Section 851(e)(2) does not apply to it. That
provision generally makes Section 851(e) unavailable to an investment
company if more than 25% of the value of its total assets is represented
by securities of issuers with respect to each of which the company holds
more than 10% of the outstanding voting securities and in respect of each
of which the company has held any security for 10 or more
years.
|
Steven
B. Boehm, Esq.
|
Sandra
M. Forman, Esq.
|
Sutherland
Asbill & Brennan LLP
|
General
Counsel
|
1275
Pennsylvania Avenue, N.W.
|
Harris
& Harris Group, Inc.
|
Washington,
D.C. 20004-2415
|
111
West 57th
Street
|
Suite
1100
|
|
New
York,
NY 10019
|
HARRIS
& HARRIS GROUP, INC.
|
|||
By:
|
/s/ Daniel B. Wolfe | ||
Daniel
B. Wolfe
President
& Chief Operating Officer
|
|||
Attest:
|
/s/ Jacqueline M. Matthews | |
Jacqueline
M. Matthews
|
||
|
/s/ Daniel B. Wolfe | ||
Daniel
B. Wolfe
|
|||
|
/s/ Jacqueline M. Matthews | ||
Notary
Public, State of New York
No.
01MA6004743
Qualified
in New York County
Commission
Expires March 30, 2010
|
|||
3/31/2008
|
6/30/2008
|
9/30/2008
|
12/31/2008
|
|||||||||||||
A. Investments
in "eligible portfolio companies" described in Section
2(a)(46)
|
||||||||||||||||
of
the 1940 Act and believed by the Applicant to be engaged in
the
|
||||||||||||||||
business
activities required by Section 851(e) of the Code
|
$ | 80,202,336 | $ | 89,414,431 | $ | 60,663,002 | $ | 54,125,622 | ||||||||
B. Investments
in "eligible portfolio companies" described in Section
2(a)(46)
|
||||||||||||||||
of
the 1940 Act and treated by Applicant as not engaged in the
business
|
||||||||||||||||
activities
required by Section 851(e) of the Code*
|
2,219 | 2,219 | 2,219 | 2,219 | ||||||||||||
C. Investments
that do not qualify under Section 55(a) of the 1940 Act,
|
||||||||||||||||
but
as to which the issuers are believed by Applicant to be engaged in
the
|
||||||||||||||||
business
activities required by Section 851(e) of the Code**
|
2,893,308 | 2,918,874 | 3,277,224 | 2,837,312 | ||||||||||||
D. Investments
that do not qualify under Section 55(a) of the 1940 Act
and
|
||||||||||||||||
treated
by Applicant as not covered by Section 851(e) of the Code
|
- | - | - | - | ||||||||||||
E. Cash,
cash items and securities as set forth in Section 55(a)(6) of the 1940
Act, collectively “Cash Equivalents”
|
53,799,254 | 62,113,144 | 57,970,695 | 53,676,249 | ||||||||||||
Total
Investments and Cash Equivalents
|
$ | 136,897,117 | $ | 154,448,668 | $ | 121,913,140 | $ | 110,641,402 | ||||||||
Other
Assets
|
3,875,522 | 1,338,315 | 1,163,360 | 986,199 | ||||||||||||
Total
Assets
|
$ | 140,772,639 | $ | 155,786,983 | $ | 123,076,500 | $ | 111,627,601 |
*
|
As
of December 31, 2008, the sole investment in this category was Exponential
Business Development Company.
|
**
|
As of December 31, 2008, the sole investment in this category was D-Wave Systems Inc. |