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):
November
11, 2009 (November 5, 2009)
HARRIS
& HARRIS GROUP, INC.
(Exact
name of registrant as specified in its charter)
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New
York
(State
or other jurisdiction of
incorporation)
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0-11576
(Commission
File
Number)
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13-3119827
(IRS
Employer
Identification
No.)
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111
West 57th Street
New
York, New York 10019
(Address
of principal executive offices and zip code)
(212)
582-0900
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On
November 5, 2009, the Board of Directors of Harris & Harris Group, Inc. (the
“Company”) approved an amendment to its Executive Mandatory Retirement Benefit
Plan. The purpose of the amendment was to qualify the plan for an
exemption to 409A of the Internal Revenue Code of 1986 so that any awards under
the plan may be paid within 60 days of a participant’s retirement.
Under
this plan, mandatory retirement takes place effective December 31 of the year in
which the eligible individuals, currently our Chief Executive Officer and
President, attain the age of 65. 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 Executive Mandatory Retirement Plan was established to
provide the difference between the benefit required under the age discrimination
laws and that provided under our existing plans. This amendment will
not affect individuals retiring prior to January 1, 2009. A copy of
the revised Executive Mandatory Retirement Plan is attached as Exhibit 10.1 to
this Form 8-K.
On
November 11, 2009, the Compensation Committee of the Board of Directors of 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
$4.49, 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 10.2; 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 all or
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 certain officers, including all
the Managing Directors, 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.
Generally
accepted accounting principles require 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 10.2.
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Item
9.01.
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Financial
Statements and Exhibits.
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10.1
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Amended
and Restated Harris & Harris Group Inc. Executive Mandatory Retirement
Benefit Plan
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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.
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Date:
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November
11, 2009
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HARRIS
& HARRIS GROUP, INC.
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By:
/s/ Douglas W.
Jamison
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Douglas
W. Jamison
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Chief
Executive Officer
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EXHIBIT
INDEX
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10.1
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Amended
and Restated Harris & Harris Group, Inc. Executive Mandatory
Retirement Benefit Plan
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