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): August 22, 2005 HARRIS & HARRIS GROUP, INC. ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 0-11576 13-3119827 ----------------------------------------------------------------------------- (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.) 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 ---------------------- Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. The Board of Directors of Harris & Harris Group Inc. (the "Company") appointed Thomas M. McCarthy, age 32, as Vice President and Controller, effective on his first day of employment, August 22, 2005. Prior to joining the Company, he worked at PricewaterhouseCoopers LLP ("PwC") from 1996 to 2005, most recently as a Manager in its Global Capital Markets group. He has not been a participant on the Company's audit team at PwC. Mr. McCarthy was graduated from the University of Minnesota (B.S., Accounting). He is a Certified Public Accountant. No transactions, or series of similar transactions, have occurred since the beginning of the Company's last fiscal year to which the Company was a party in which Mr. McCarthy had or is to have a direct or indirect material interest. 2 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 22, 2005 HARRIS & HARRIS GROUP, INC. By: /s/ Douglas W. Jamison ------------------------------ Douglas W. Jamison Chief Financial Officer 3