-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KUl29E4VpN+2bTbFKKeSHr8QjVIjyHL7C5aulQRH0tvZ9BZc2BrMBA+NE1/H0Ves qnVz4LpSPzC2FrYHIE4TMw== 0000950152-02-006575.txt : 20020821 0000950152-02-006575.hdr.sgml : 20020821 20020821122941 ACCESSION NUMBER: 0000950152-02-006575 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020820 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARRIS CORP /DE/ CENTRAL INDEX KEY: 0000202058 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 340276860 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03863 FILM NUMBER: 02744505 BUSINESS ADDRESS: STREET 1: 1025 W NASA BLVD CITY: MELBOURNE STATE: FL ZIP: 32919 BUSINESS PHONE: 3217279100 MAIL ADDRESS: STREET 1: 1025 W NASA BLVD CITY: MELBOURNE STATE: FL ZIP: 32919 FORMER COMPANY: FORMER CONFORMED NAME: HARRIS SEYBOLD CO DATE OF NAME CHANGE: 19600201 8-K 1 l95985ae8vk.txt HARRIS CORPORATION > FORM 8-K 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 20, 2002 --------------- HARRIS CORPORATION ------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-3863 34-0276860 - ------------------------------------ ------------------------------ ------------------------------ (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation) Identification No.) 1025 West NASA Blvd., Melbourne, FL 32919 -------------------------------------------------------- -------------------------- (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (321) 727-9100 No Change ----------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Items 1.-4. Not Applicable. Item 5. Other Events and Regulation FD Disclosure. ----------------------------------------- On August 20, 2002, Harris Corporation ("Harris") announced details of a private placement of $125 million of convertible debentures in a private placement to qualified institutional buyers under Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended. A copy of the press releases issued on August 20, 2002, are filed hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference. Item 7. Financial Statements and Exhibits. --------------------------------- (a) Financial Statements. None. (b) Pro Forma Financial Information. None. (c) Exhibits. The following documents are filed as Exhibits to this Report: 99.1 Press Release dated August 20, 2002, announcing Harris' intent to offer convertible debentures in a private placement. 99.2 Press Release dated August 20, 2002, announcing details of the private placement by Harris of $125 million of convertible debentures. Items 8.-9. Not Applicable. SIGNATURE 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. HARRIS CORPORATION By: /s/ Bryan R. Roub ---------------------------------- Name: Bryan R. Roub Title: Senior Vice President and Chief Financial Officer Date: August 21, 2002 EXHIBIT INDEX Exhibit No. Under Reg. S-K, Item 601 Description - ------------------- ----------------------------------------------------- 99.1 Press Release dated August 20, 2002, announcing Harris' intent to offer convertible debentures in a private placement. 99.2 Press Release dated August 20, 2002, announcing details of the private placement by Harris of $125 million of convertible debentures. EX-99.1 3 l95985aexv99w1.txt EX-99.1 PRESS RELEASE EXHIBIT 99.1 ------------ HARRIS TO OFFER CONVERTIBLE DEBENTURES -------------------------------------- MELBOURNE, FLORIDA, AUGUST 20, 2002 - Harris Corporation (NYSE:HRS) announced today that it intends to offer in a private placement, subject to market and other conditions, $125 million of unsecured convertible debentures. It is contemplated that the convertible debentures will be convertible into shares of Harris' common stock at a price to be determined. The offer will be made only to qualified institutional buyers under Rule 144A and under the Securities Act of 1933, as amended (the "Securities Act") and outside the United States pursuant to Regulation S under the Securities Act. Harris intends to grant the initial purchasers of the convertible debentures a 30-day option to purchase an additional $25 million of convertible debentures. Harris intends to use the proceeds generated from the issuance primarily for working capital and general corporate purposes including refinancing of existing indebtedness. The convertible debentures and the shares of common stock issuable upon conversion have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in a jurisdiction in which such offering would be unlawful. Cautionary Statement: Harris' statements in this press release that are not historical fact and that relate to future plans or events are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include Harris' intention to consummate the issuance of the convertible debentures and the intended use of proceeds. The proposed sale of the convertible debentures is subject to conditions, and there can be no assurance that Harris will complete the sale of convertible debentures. In addition, Harris' business is subject to the risks and uncertainties described in Harris' filings with the Securities and Exchange Commission. # # # EX-99.2 4 l95985aexv99w2.txt EX-99.2 PRESS RELEASE EXHIBIT 99.2 ------------ HARRIS SELLS $125 MILLION OF 3.5% CONVERTIBLE DEBENTURES MELBOURNE, FLORIDA, AUGUST 20, 2002 - Harris Corporation (NYSE:HRS) today announced details of a private placement of $125 million of Convertible Debentures due 2022. The convertible debentures will initially carry an annual interest rate of 3.5% and will be issued to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and outside the United States pursuant to Regulation S under the Securities Act. The interest rate on the convertible debentures will be reset within a specified range in 2007, 2012, and 2017. Harris has granted the initial purchasers of the convertible debentures a 30-day option to purchase an additional $25 million of convertible debentures. These convertible debentures will be unsecured obligations convertible into shares of Harris common stock at a conversion price of $45.25 per share if the closing price of Harris common stock on the New York Stock Exchange exceeds certain levels for a specified period of time or in certain other circumstances. This initial conversion price represents a 28.4% premium over Harris' closing price of $35.25 on August 20, 2002. The convertible debentures will be issued at 100% of the principal amount. Harris may redeem the convertible debentures commencing August 2007. Holders may require Harris to repurchase the debentures, in whole or in part, on specified dates in 2007, 2012, and 2017 or upon the occurrence of certain other events. Harris intends to use the proceeds generated from the issuance for primarily working capital and general corporate purposes including refinancing of existing indebtedness. The convertible debentures and common stock issuable upon conversion of the convertible debentures have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in a jurisdiction in which such offering would be unlawful. Cautionary Statement: Harris' statements in this press release that are not historical fact and that relate to future plans or events are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include Harris' intention to consummate the issuance of the convertible debentures and the intended use of proceeds. The closing of the sale of the convertible debentures is subject to conditions, and there can be no assurance that Harris will complete the sale of convertible debentures. In addition, Harris' business is subject to the risks and uncertainties described in Harris' filings with the Securities and Exchange Commission. # # # -----END PRIVACY-ENHANCED MESSAGE-----