Unassociated Document
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):
August 6,
2010 (August 5, 2010)
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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1450
Broadway, 24th
Floor
(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))
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On August
5, 2010, the Board of Directors of Harris & Harris Group Inc. (the
“Company,” “we” or “us”), upon recommendation by its Nominating Committee,
appointed Mr. Lucio Lanza to serve as a Director of the Company, effective
immediately, until the 2011 Annual Meeting of Shareholders. Mr. Lanza
was appointed to the Board of Directors as part of long-term Board succession
planning in anticipation of the upcoming retirement of three of our directors in
2011 pursuant to our director retirement policy.
Mr. Lanza
is the Managing Director of Lanza techVentures, an early stage venture capital
and investment firm, which he founded in January 2001. Since 2008, he
has been a General Partner and the Chief Technology Strategist of Radnorwood
Capital, LLC, an investor in public technology companies. Previously,
he was a General Partner of US Venture Partners, a venture capital firm.
Throughout his career, he has held senior level and strategic positions at
Cadence Design Systems, Inc., EDA Systems, Inc., Daisy Systems, Corp., Intel
Corp., Olivetti Corporation and ARM Holdings plc. He was graduated
from Politecnico of Milano with a doctorate in electronic
engineering.
Mr. Lanza
was also appointed as a member of the Valuation Committee and the Independent
Directors’ Committee. There is no arrangement or understanding
between Mr. Lanza and any other person pursuant to which Mr. Lanza was selected
as a director of the Company. Mr. Lanza does not have any direct or
indirect material interest in any existing or proposed transactions to which the
Company is or may become a party.
The press
release announcing the appointment of Mr. Lanza is attached hereto as Exhibit
99.
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August
5, 2010, the Board of Directors authorized a Certificate of Change to the
Company’s Certificate of Incorporation in order to amend the address to which
the Secretary of State can forward copies of process accepted on behalf
of the Company. The Certificate of Change was mailed to
the New York State Department of State on August 5, 2010, and is attached here
to as Exhibit 3.
Item
5.05. Amendments
to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of
Ethics.
On August
5, 2010, the Board of Directors amended the Company’s Code of Ethics adopted in
accordance with Rule 17j-1 under the Investment Company Act of 1940 to revise
its prior approval requirements for Independent Directors A copy of
the amended Code of Ethics is attached hereto as Exhibit 14 to this Form
8-K.
Item
9. Financial
Statements and Exhibits.
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Exhibit
No.
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Description
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3
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Certificate
of Change
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14
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Code
of Ethics Pursuant to Rule 17j-1
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99
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Press
Release, dated August 6, 2010
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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:
August 6,
2010
HARRIS & HARRIS GROUP,
INC.
By:
/s/ Douglas W.
Jamison
Douglas
W. Jamison
Chief
Executive Officer
EXHIBIT
INDEX
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Exhibit
No.
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Description
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3
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Certificate
of Change
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14
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Code
of Ethics Pursuant to Rule 17j-1
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99
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Press
Release, dated August 6, 2010
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