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):
June 15, 2007
HARRIS & HARRIS GROUP, INC.
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(Exact name of registrant as specified in its charter)
New York 0-11576 13-3119827
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
111 West 57th Street
New York, New York 10019
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (212) 582-0900
Item 1.01. Entry into a Material Definitive Agreement
On June 15, 2007, Harris & Harris Group, Inc. ("we" or "us") entered
into definitive subscription agreements with certain institutional
investors pursuant to which we issued and sold an aggregate of
1,300,000 registered shares of our common stock at $10.79 per share,
through a registered direct offering, for net proceeds, after
placement agent fees and expenses, of approximately $13,060,880. The
price was determined by the 10-day volume-weighted average price (VWAP)
minus five percent. The closing is expected to take place on or about
June 20, 2007, subject to the satisfaction of the customary closing
conditions. The shares of common stock offered by us in this
transaction were registered under our shelf registration statement
(File No. 333-138996) on Form N-2, which was declared effective by
the Securities and Exchange Commission on May 11, 2007.
Global Crown Capital, LLC ("Global Crown Capital") acted as placement
agent for the offering. On June 15, 2007, we executed a placement agent
agreement with Global Crown Capital. We will pay Global Crown Capital
an aggregate fee equal to six percent (6%) of the gross proceeds of
the offering equal to approximately $841,620, and will pay estimated
expenses of the offering equal to approximately $124,500.
A copy of each of the form of Subscription Agreement, the form of
Placement Agent Agreement and the related press release, dated
June 15, 2007, are filed herewith as Exhibits 10.1, 10.2 and 99.1,
respectively, and are incorporated herein by reference. The foregoing
description of the offering by us, and the documents related thereto,
is a summary and is qualified in its entirety by reference to such Exhibits.
Item 9.01. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable
(d) Exhibits
Exhibit No. Description
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10.1 Form of Subscription Agreement
10.2 Form of Placement Agent Agreement
99.1 Press release dated June 15, 2007
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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: June 15, 2007 HARRIS & HARRIS GROUP, INC.
By: /s/ Charles E. Harris
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Charles E. Harris
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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10.1 Form of Subscription Agreement
10.2 Form of Placement Agent Agreement
99.1 Press release dated June 15, 2007
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