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):
December
26, 2006
HARRIS
& HARRIS GROUP, INC.
(Exact
name of registrant as specified in its charter)
|
New
York
|
0-11576
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13-3119827
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
| |
|
|
111
West 57th
Street
(Address
of principal executive offices and zip code)
Registrant's
telephone number, including area code: (212)
582-0900
Item
8.01 Other
Events
Charles
E. Harris, our Chairman and Chief Executive Officer, intends to increase his
share ownership in Harris & Harris Group, Inc. (the "Company") in the
following manner. Pursuant to the Company's equity incentive plan approved
by
shareholders on May 4, 2006, Mr. Harris has non-qualified options to purchase
200,327 shares of common stock that vested on December 26, 2006, and will expire
on June 26, 2007. Pursuant to a 10b5-1 plan, it is Mr. Harris’s intention to
exercise up to all of these options and sell the shares, utilizing all of the
proceeds as follows: a) to pay for the exercise of these options; b) to pay
the
estimated taxes triggered by the exercise of these options; c) to exercise
vested incentive stock options and hold all of the shares purchased through
such
exercise; d) to the extent that there are additional net proceeds, to exercise
additional vested non-qualified stock options and hold all of the shares from
such exercise; and e) to pay the estimated taxes triggered by the exercise
of
such additional vested non-qualified stock options. In summary, Mr. Harris
does
not intend to retain any of the proceeds from the sale of stock that he will
be
purchasing from the exercise of his non-qualified stock options that expire
on
June 26, 2007, but rather to use all of the proceeds to pay for the cost of
the
exercise of options and the payment of taxes triggered by the exercise of
options, thereby increasing his ownership of shares of the Company.
Other
executive officers of the Company also intend to increase their ownership of
shares through the exercise of stock options. Pursuant to share ownership
guidelines established by the Board of Directors, as previously disclosed in
the
Company's registration statement on Form N-2 filed on December 11, 2006, each
executive officer intends to retain at least 25 percent of the net
shares (after sales of stock to cover the purchase price and taxes triggered
by
the exercise) that he or she purchases in a calendar year through the exercise
of options up to $75,000 in current market value, and to retain at least 50
percent of the net shares (after sales of stock to cover the purchase price
and taxes triggered by the exercise) that he or she purchases in a calendar
year
above $75,000 until he or she reaches the following share ownership levels
as
measured by current market value:
| |
Ownership
Level
|
| |
|
|
CEO
|
$6,000,000
|
|
Managing
Directors
|
$1,500,000
|
|
Other
Deal Team Members (including General Counsel)
|
$1,000,000
|
|
Other
Officers
|
1
X
Base Salary
|
| |
|
After
reaching the above ownership levels, each executive officer is expected to
retain at least 25 percent of the net shares (after sales of stock to cover
the purchase price and taxes triggered by the exercise) that he or she purchases
in a calendar year through the exercise of stock options. See our Form 8-K
filed
on June 26, 2006, for information about individual stock option
grants.
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:
December 27, 2006
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HARRIS
& HARRIS GROUP, INC.
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By:
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/s/
Charles E. Harris
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Charles
E. Harris
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Chief
Executive Officer
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