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):
June
27,
2007
HARRIS
& HARRIS GROUP, INC.
(Exact
name of registrant as specified in its charter)
|
New
York
|
0-11576
|
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
On
June
27, 2007, the Compensation Committee of the Board of Directors of the Company
approved individual non-qualified stock option awards for certain officers
and
employees of the Company pursuant to the Harris & Harris Group, Inc. 2006
Equity Incentive Plan (the "Plan") at an exercise price of $11.1105, the volume
weighted average price (VWAP) on the grant day. The awards were also
approved by the Board of Directors.
All
awards granted to executive officers vest subject to continued employment with
the Company through each applicable vesting date, except for certain retirees
whose continued participation in the Plan is subject to certain
conditions.
The
Compensation Committee utilized a third-party compensation advisory firm to
assess the competitiveness of the current compensation levels of the named
executive officers of the Company. As part of this process, the Compensation
Committee analyzed the compensation of the named executive officers, among
other
factors, in light of information regarding the compensation practices of other
publicly traded companies and private venture capital and private equity firms.
In addition, the Compensation Committee considered the importance of increasing
the actual equity ownership of senior officers before the scheduled retirement
date of our Chairman and Chief Executive Officer, Charles E. Harris, on December
31, 2008. All stock option awards to officers will be subject to stock retention
guidelines.
SFAS
123(R) requires 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. The increase
to expenses is expected to be offset by the increase to our additional paid-in
capital, and thus the granting of options is expected to have no net impact
on
our net asset value per share. If options are exercised, net asset value per
share will be decreased if the net asset value per share at the time of exercise
is higher than the exercise price and net asset value per share will be
increased 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 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 10.2 to the Company’s Form 8-K filed with the Securities and
Exchange Commission on June 26, 2006. The award schedule used in connection
with
the foregoing grant is attached hereto as Exhibit 10.1.
Item
9.
Financial Statements and Exhibits
|
Exhibit
No.
|
Description
|
| |
|
|
10.1
|
Award
Schedule
|
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 27, 2007
|
HARRIS
& HARRIS GROUP, INC.
|
| |
|
|
| |
|
|
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|
|
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By:
|
/s/
Douglas W. Jamison
|
| |
|
Douglas
W. Jamison
|
| |
|
Chief
Financial Officer
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EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
| |
|
|
10.1
|
Award
Schedule
|