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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): January 10, 1996
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Harris Corporation
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(Exact name of registrant as specified in charter)
Delaware 1-3863 34-0276860
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification
Number)
1025 W. NASA Boulevard, Melbourne, Florida 32919
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (407) 727-9100
None
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On January 10, 1996, the Registrant entered into an Underwriting
Agreement with Morgan Stanley & Co. Incorporated and Salomon Brothers Inc with
respect to the offer and sale of the Registrant's 7% Debentures due January 15,
2026. This Current Report on Form 8-K is being filed for the purpose of
amending the Registration Statement to include the exhibit set forth in Item 7.
ITEM 7. EXHIBITS.
Exhibit No. Description
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[S] [C]
4 Form of 7% Debenture due January 15, 2026
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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.
HARRIS CORPORATION
Date: January 11, 1996 By: /s/ David S. Wasserman
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David S. Wasserman
Vice President - Treasurer
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EXHIBIT INDEX
Exhibit No. Description
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[S] [C]
4 Form of 7% Debenture due January 15, 2026
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[FORM OF DEBENTURE]
[FORM OF FACE OF DEBENTURE]
HARRIS CORPORATION
7% Debenture Due January 15, 2026
REGISTERED REGISTERED
No. D _______ $ ________
CUSIP: 413 875 AE5
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation (the "Depositary"), to the
issuer or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of the Depositary (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of the Depositary), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.*
THIS GLOBAL DEBENTURE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR A SUCCESSOR OF THE DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR.*
HARRIS CORPORATION, a Delaware corporation (the "Company", which term
includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to ____________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
or registered assignees (each a "Holder"), the principal sum of _______________
DOLLARS, on January 15, 2026 (the "Maturity Date") and to pay interest thereon
at 7% per annum from January 15, 1996 (the "Original Issue Date"), until the
principal hereof is paid or duly made available for payment, semiannually in
arrears on the fifteenth day of January and July (each an "Interest Payment
Date") in each year, commencing on July 15, 1996, and on the Maturity Date.
__________________________________
* Applies only if this Debenture is a Global Debenture.
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Interest on this Debenture will accrue from the most recent
Interest Payment Date to which interest has been paid or duly provided for, or,
if no interest has been paid or duly provided for, from the Original Issue
Date, until the principal hereof has been paid or duly made available for
payment (except as provided below). The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date, will, subject to
certain exceptions described herein, be paid to the person in whose name this
Debenture (or one or more predecessor Debentures) is registered at the close of
business on the date 15 calendar days prior to an Interest Payment Date
(whether or not a Business Day) (the "Record Date"); provided, however, that
interest payable on the Maturity Date will be payable to the person to whom the
principal hereof shall be payable. Any interest not punctually paid or duly
provided for shall be payable as provided in the Indenture.
As used herein, "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close in the
City of New York or in the City of Cleveland, Ohio.
Payment of the principal of this Debenture and the interest
due at the Maturity Date will be made in immediately available funds, upon
surrender of this Debenture at the office of the Trustee in Cleveland, Ohio, or
if required by the terms of the Indenture, at an office or agency of the
Company maintained for that purpose in the Borough of Manhattan, City and State
of New York in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts. If
this Debenture is in definitive registered form, payments of interest, other
than interest due on the Maturity Date, will be made by check mailed to the
address of the person entitled thereto as such address shall appear in the
Security Register. Notwithstanding the foregoing, payments of principal of and
interest payable on the Maturity Date will be made by wire transfer of
immediately available funds to a designated account maintained in the United
States upon (i) receipt of written notice by the Trustee from the Holder hereof
not less than one Business Day prior to the due date of such principal and (ii)
presentation of this Debenture to the Trustee at the Trustee's office at 1900
East Ninth Street, Cleveland, Ohio 44114 (the "Corporate Trust Office"). A
Holder of $10,000,000 or more in aggregate principal amount of Debentures in
definitive registered form may by written request to the Trustee at the
Corporate Trust Office (or at such other address as the Company shall give
notice in writing), not later than 15 calendar days prior to an Interest
Payment Date, arrange to have the interest payable on all Debentures held by
such Holder on such Interest Payment Date, and all subsequent Interest Payment
Dates until written notice to the contrary is given to the Trustee, made by
wire transfer of immediately available funds to a designated account maintained
in the United States. If this Debenture is registered in the name of the
Depositary or its
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nominee, payments of interest on this Debenture will be made by wire transfer
of immediately available funds to the Depositary.
Reference is hereby made to the further provisions of this
Debenture set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place, and to the
Indenture, as defined on the reverse side hereof.
Unless the certificate of authentication hereon has been
executed by the Trustee under the Indenture referred to on the reverse hereof
by manual signature of one of its authorized representatives, this Debenture
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Debenture to
be duly executed, manually or in facsimile, under its corporate seal.
DATED: HARRIS CORPORATION
[SEAL]
By: _____________________________
Authorized Signatory
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Debentures
of the series designated
herein and referred to in the
within-mentioned Indenture.
NATIONAL CITY BANK,
as Trustee
By: ________________________
Authorized Representative
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[Form of Reverse of Debenture]
___________________________
This Debenture is one of a duly authorized issue of securities
(the "Securities") of the Company issued and to be issued in one or more series
under an Indenture, dated as of October 1, 1990 (the "Indenture," which term
includes all indentures supplemental thereto), between the Company and National
City Bank, as Trustee (the "Trustee," which term includes any successor trustee
under the Indenture as to the series of which the Debenture is a part), to
which Indenture reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the holders of the Debentures ("Holders") and of the terms upon
which the Debentures are, and are to be, authenticated and delivered. The
terms of the Indenture are hereby incorporated by reference herein.
This Debenture is not redeemable prior to maturity and is not
subject to any sinking fund.
Interest payment on this Debenture will include interest
accrued to but excluding the Interest Payment Dates or the Maturity Date, as
the case may be. Interest payments for this Debenture will be computed and
paid on the basis of a 360-day year of twelve 30-day months.
In the case where the Interest Payment Date or the Maturity
Date does not fall on a Business Day (as defined on the face hereof), payment
of interest or principal otherwise payable on such date shall be made on the
next succeeding Business Day with the same force and effect as if made on the
Interest Payment Date or on the Maturity Date, and no interest shall accrue for
the period from and after the Interest Payment Date or the Maturity Date to
such next succeeding Business Day.
This Debenture and all the obligations of the Company
hereunder are direct, unsecured obligations of the Company, and rank without
preference or priority among themselves and pari passu with all other existing
and future unsecured and unsubordinated indebtedness of the Company.
The Indenture provides that, (i) if an Event of Default (as
defined in the Indenture) due to the default in payment of principal of,
premium, if any, or interest on, any series of Securities issued under the
Indenture, including the series of Securities of which this Debenture forms a
part, or due to the default in the performance or observance of any other
covenant or agreement of the Company applicable to the Securities of such
series but not applicable to all Outstanding Securities issued under the
Indenture shall have occurred and be continuing, either the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Securities of
each affected series (voting as a single class) issued under the Indenture and
then
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Outstanding may then declare the entire principal of all Securities of each
such affected series and interest accrued thereon to be due and payable
immediately and (ii) if an Event of Default due to a default in the performance
of any other of the covenants or agreements in the Indenture applicable to all
Outstanding Securities issued thereunder, including this Debenture, due to
certain events of bankruptcy, insolvency and reorganization of the Company, or
due to defaults under and acceleration of other indebtedness under the
circumstances described in the Indenture, shall have occurred and be
continuing, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of all Securities issued under the Indenture and then
Outstanding (treated as one class) may declare the entire principal of all such
Securities and interest accrued thereon to be due and payable immediately;
provided that upon certain conditions such declarations may be annulled and
past defaults may be waived (except a continuing default in payment of
principal of or premium, if any, or interest on such Securities) by the Holders
of a majority in aggregate principal amount of the Securities of such series
(or of all of the Securities, in the case of defaults described in clause (ii)
then Outstanding).
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than 66- 2/3% in
aggregate principal amount of the Securities at the time Outstanding of each
series to be affected, evidenced as provided in the Indenture, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture (including any prior
supplemental Indenture) or modifying in any manner the rights and obligations
of the Holders of the Securities of each series to be affected and of the
Company; provided, however, that no such supplemental indenture shall (i)
extend the fixed maturity of any of the Securities, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest
thereon, or reduce any premium payable upon the redemption thereof, or reduce
the principal amount of a Security issued with original issue discount due and
payable upon acceleration or the amount thereof provable in bankruptcy, or
impair or affect the right of any Holder to institute suit for the payment
thereof or, if the Securities provide therefor, any right to repayment at the
option of the Holder, in each case without the consent of the Holder of each
Security so affected, or (ii) reduce the aforesaid percentage of Securities the
Holders of which are required to consent to any such supplemental indenture,
without the consent of the Holders of all Outstanding Securities so affected.
Any such consent or any waiver of a past default by the Holder
of this Debenture shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Debenture and of any Debenture issued in
exchange herefor or in place hereof, irrespective of whether or not any
notation of such consent or waiver is made upon this Debenture.
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No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company (which term includes any successor corporation under the Indenture),
which is absolute and unconditional, to pay the principal of and interest on
this Debenture at the time, place and rate, and in the coin or currency, herein
prescribed.
This Debenture is transferable by the registered Holder herein
in person or by his attorney duly authorized in writing at the office of the
Trustee in Cleveland, Ohio, or, if required by the terms of the Indenture, at
an office or agency to be maintained by the Company in the Borough of
Manhattan, the City and State of New York, but only in the manner, subject to
the limitations, and upon payment of the charges provided in the Indenture, and
upon surrender and cancellation of this Debenture; provided, however, that in
no event will a Debenture that has been called for redemption in whole or in
part be transferable except for the unredeemed portion of the Debenture being
redeemed in part. Upon any transfer a new registered Debenture or Debentures
of authorized denominations, for the same aggregate principal amount, will be
issued to the transferee in exchange therefor.
The Debentures of this series are issuable only in fully
registered form in denominations of $1,000 or any amount in excess thereof
which is an integral multiple of $1,000. As provided in the Indenture and
subject to certain limitations therein set forth, Debentures of this series are
exchangeable for an equal aggregate principal amount of Debentures of this
series of a different authorized denomination, as requested by the Holder
surrendering the same, at the office of the Trustee in Cleveland, Ohio, or, if
required by the terms of the Indenture, at an office or agency to be maintained
by the Company in the Borough of Manhattan, the City and State of New York,
without payment of any service or other charge except for any stamp or other
tax or governmental charge in connection therewith.
The Company, the Trustee, any paying agent and any Security
Registrar may deem and treat the registered Holder hereof as the absolute owner
of this Debenture (whether or not this Debenture shall be overdue and
notwithstanding any notice of ownership or writing hereof made by anyone other
than the Company or any Security Registrar), for the purpose of receiving
payment hereof or on account hereof or interest hereon and for all other
purposes, and neither the Company nor the Trustee nor any paying agent nor any
Security Registrar shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of
or the interest on this Debenture, for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or any successor, either directly or through the Company
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or any successor, whether by virtue of any constitution, statute or rule of law
or by the enforcement of any assessment or legal or equitable proceeding or
otherwise, all such liability being, by the acceptance hereof and as part of
the consideration for the issue hereof, expressly waived and released.
The Indenture and the Debentures shall be governed by and
construed in accordance with the laws of the State of New York, except as may
otherwise be required by mandatory provisions of law.
All terms used in this Debenture which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.
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--------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM - as tenants in common
UNIF GIFT MIN ACT -- ...........Custodian.............
(Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the
above list.
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
Please insert Social Security or Other
Identifying Number of Assign: _____________________________
______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING ZIP CODE OF ASSIGNEE:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
the within Debenture and all rights thereunder, hereby irrevocably constituting
and appointing ________________________________ attorney to transfer said
Debenture on the books of the Company, with full power of substitution in the
premises.
_____________________________
Dated: _____________________ NOTICE: The signature to
this assignment must
correspond with the name as
written upon the face of the
within instrument in every
particular, without alteration
or enlargement or any change
whatsoever.
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