<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended March 31, 1996 Commission File Number 1-3863
HARRIS CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 34-0276860
- - ------------------------ -----------------------
(State of Incorporation) (IRS Employer Identification No.)
1025 West NASA Boulevard
Melbourne, Florida 32919
----------------------------------------
(Address of principal executive offices)
(407) 727-9100
------------------------------
(Registrant's telephone number)
===============================
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
------- -------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.
38,838,858 Shares
<PAGE> 2
PART I. FINANCIAL INFORMATION
- - ------------------------------
HARRIS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME
The following information for the quarters ended March 31, 1996 and March 31,
1995, has not been audited by independent accountants, but in the opinion of
management reflects all adjustments (consisting only of normal recurring
accruals) necessary for a fair presentation of the results for the indicated
periods. The results of operations for the quarter ended March 31, 1996 are
not necessarily indicative of the results for the full fiscal year.
<TABLE>
<CAPTION>
Quarter Ended Three Quarters Ended
-------------------------- -------------------------
March 31, March 31, March 31, March 31,
1996 1995 1996 1995
------------ ------------ ------------ ------------
(In millions, except per share amounts)
<S> <C> <C> <C> <C>
Revenue
Revenue from sales, rentals
and services $875.9 $850.4 $2,609.2 $2,520.8
Interest 12.1 9.5 31.3 27.5
------ ------ -------- --------
888.0 859.9 2,640.5 2,548.3
Costs and Expenses
Cost of sales, rentals and
services 577.7 578.6 1,738.3 1,730.3
Engineering, selling and
administrative expenses 229.1 201.2 663.6 606.2
Interest 17.6 17.3 49.5 48.1
Other - net (4.4) 4.3 7.4 7.4
------ ------ ------- --------
Income before income taxes 68.0 58.5 181.7 156.3
Income taxes 23.8 20.5 63.6 54.7
------ ------ ------- --------
Net Income $ 44.2 $ 38.0 $ 118.1 $ 101.6
====== ====== ======== ========
Net Income Per Common Share (Primary) $ 1.14 $ .98 $ 3.03 $ 2.59
===== ====== ======== ========
Cash Dividends Paid Per Common Share $ .34 $ .31 $ 1.02 $ .93
==== ====== ======== ========
</TABLE>
<PAGE> 3
HARRIS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
March 31, June 30,
1996 1995
------------- -----------
(In millions)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 42.5 $ 119.3
Marketable securities 22.0 22.3
Trade accounts and notes receivable - net, less allowance
for collection losses of $32,700,000 at March 31, 1996
and $30,000,000 at June 30, 1995 683.9 657.1
Unbilled costs and accrued earnings on fixed price contracts
based on percentage-of-completion accounting, less progress
payments of $244,000,000 at March 31, 1996 and
$240,200,000 at June 30, 1995 366.3 374.9
Inventories:
Work in process and finished products 486.2 411.2
Raw materials and supplies 99.6 83.7
------- -------
585.8 494.9
Deferred income taxes 153.7 142.2
------- -------
Total Current Assets 1,854.2 1,810.7
Plant and equipment, less allowances for depreciation of
$1,268,500,000 at March 31, 1996 and $1,236,200,000 at
June 30, 1995 661.4 581.0
Notes receivable - net 177.2 166.6
Intangibles resulting from acquisitions 207.2 166.6
Other assets 170.2 111.1
-------- --------
$3,070.2 $2,836.0
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term debt $ 173.5 $ 37.7
Trade accounts payable 157.9 168.7
Compensation and benefits 199.8 193.4
Other accrued items 211.9 168.4
Advance payments and unearned income 267.1 264.0
Income taxes 86.3 90.5
Current portion of long-term debt 1.5 132.6
-------- --------
Total Current Liabilities 1,098.0 1,055.3
Deferred income taxes 57.5 56.0
Long-term debt 588.3 475.9
Shareholders' Equity
Capital stock:
Preferred Stock, without par value:
Authorized - 1,000,000 shares; issued - none - -
Common Stock, par value $1 per share:
Authorized - 250,000,000 shares; issued 38,838,858 shares
at March 31, 1996 and 38,877,019 at June 30, 1995 38.8 38.9
Other capital 263.9 240.3
Retained earnings 1,025.6 969.4
Net unrealized gain on securities available-for-sale (net
of taxes) 12.0 12.2
Unearned compensation (2.0) (1.7)
Cumulative translation adjustments (11.9) (10.3)
-------- --------
Total Shareholders' Equity 1,326.4 1,248.8
-------- --------
$3,070.2 $2,836.0
======== ========
</TABLE>
<PAGE> 4
HARRIS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Three Quarters Ended
----------------------------
March 31, March 31,
1996 1995
------------- -------------
(In millions)
<S> <C> <C>
Cash flows from operating activities
Net income $118.1 $101.6
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 124.9 112.2
Non-current deferred income tax 1.5 21.9
(Increase) decrease in:
Accounts and notes receivable (36.4) (36.6)
Unbilled costs and inventories (81.2) (82.9)
Other assets (93.8) (18.2)
Increase (decrease) in:
Trade payables and accrued expenses 35.6 (37.9)
Advance payments and unearned income 3.1 24.0
Income taxes (13.8) (33.5)
Other 4.9 15.9
------ ------
Net cash provided by operating activities 62.9 66.5
------ ------
Cash flows from investing activities
Additions of plant and equipment-net of
normal disposals (195.9) (137.4)
------ ------
Net cash used in investing activities (195.9) (137.4)
------ ------
Cash flows from financing activities
Increase in short-term debt 4.7 64.0
Increase (decrease) in long-term debt 112.4 (7.9)
Proceeds from sale of Common Stock 6.8 4.8
Purchase of Common Stock for treasury (25.9) (29.0)
Cash dividends (39.6) (36.2)
Dividend-in-kind - (8.4)
------ ------
Net cash provided by (used in) financing activities 58.4 (12.7)
------ ------
Effect of exchange rate changes on cash and cash
equivalents (2.2) 1.7
------ ------
Net decrease in cash and cash equivalents (76.8) (81.9)
Cash and cash equivalents, beginning of year 119.3 139.1
------ ------
Cash and cash equivalents, end of quarter $ 42.5 $ 57.2
====== ======
</TABLE>
<PAGE> 5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1996
Note A -- Basis of Presentation
- - -------------------------------
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the instructions to Form 10-Q and Rule 10-01
of Regulation S-X. Accordingly, they do not include all information and
footnotes necessary for a complete presentation of financial position, results
of operations, and changes in cash flows in conformity with generally accepted
accounting principles. For further information refer to the financial
statements and notes to financial statements included in the Corporation's Form
10K for the fiscal year ended June 30, 1995.
Note B -- Litigation
- - --------------------
In 1993, a California state court awarded damages against the Corporation in
the amount of $66.9 million, together with interest and costs of suit, to a
California software company. The suit arose from a contract between the
plaintiff and a discontinued operation of the Corporation. The Corporation
believes the judgment is unjustified and has filed an appeal with the
California Court of Appeals. The appeals court is expected to render its
decision by February 1997. The ultimate outcome of this litigation is unknown.
Accordingly, no provisions, beyond those already provided as part of prior
discontinued operation charges, have been made in the accompanying consolidated
financial statements. Prior discontinued operations charges included legal
costs the Corporation expects to incur in defending itself in this matter.
Note C -- Long-Term Debt
- - ------------------------
On January 16, 1996, the Corporation issued $100 million 7% debentures, due
January 15, 2026. Proceeds from the issuance were used for general corporate
purposes, including the refinancing of a portion of long-term debt.
<PAGE> 6
MANAGEMENT'S DISCUSSION AND ANALYSIS
- - ------------------------------------
Sales and net income for the third quarter were higher than the same period
last year by 3.0 percent and 16.3 percent, respectively. Sales for the first
three quarters increased 3.5 percent over the same period a year ago, while net
income increased by 16.2 percent.
Segment sales, operating profit, and net income are as follows:
<TABLE>
<CAPTION>
Quarter Ended Three Quarters Ended
--------------------------------------- ---------------------------------------
March 31 March 31 Percent March 31 March 31 Percent
1996 1995 Inc./(Dec) 1996 1995 Inc./(Dec)
--------------------------------------- ---------------------------------------
(Dollars in millions)
<S> <C> <C> <C> <C> <C> <C>
NET SALES
Electronic Systems $234.1 $250.5 (6.5) $ 683.9 $ 772.2 (11.4)
Semiconductor 169.5 160.8 5.4 522.2 474.7 10.0
Communications 196.7 189.0 4.1 590.1 532.7 10.8
Lanier Worldwide 275.6 250.1 10.2 813.0 741.2 9.7
------ ------ -------- --------
Total $875.9 $850.4 3.0 $2,609.2 $2,520.8 3.5
====== ====== ======== ========
OPERATING PROFIT
Electronic Systems $ 19.6 $ 23.5 (16.6) $ 57.0 $ 71.6 (20.4)
Semiconductor 29.0 17.9 62.0 68.4 47.0 45.5
Communications 19.0 17.0 11.8 55.0 46.9 17.3
Lanier Worldwide 27.1 23.9 13.4 80.5 70.3 14.5
Corporate Expense (9.1) (6.5) 40.0 (29.7) (31.4) (5.4)
Interest Expense (17.6) (17.3) 1.7 (49.5) (48.1) 2.9
------ ------ -------- --------
Total $ 68.0 $ 58.5 16.2 $181.7 $156.3 16.3
====== ====== ======== ========
NET INCOME
Electronic Systems $ 6.7 $ 9.7 (30.9) $ 20.6 $ 28.1 (26.7)
Semiconductor 16.0 10.2 56.9 35.4 23.0 53.9
Communications 9.3 7.6 22.4 26.3 21.6 21.8
Lanier Worldwide 12.2 10.5 16.2 35.8 28.9 23.9
------ ------ -------- --------
Total $44.2 $38.0 16.3 $118.1 $101.6 16.2
====== ====== ======== ========
</TABLE>
Third quarter and year-to-date sales and earnings at the Electronic Systems
segment were adversely affected by lower sales and losses in the energy
management systems business and continued competitive pressure in parts of the
defense-related businesses. Year-to-date earnings were also impacted by a
write-off on a development program.
Semiconductor segment sales and earnings for the third quarter and the year
have benefited from strong performance of power control products and military
and space products. The segment reported continuing improvement in operating
margins and increased patent royalty income.
Third quarter and year-to-date increases in Communications segment sales and
earnings were led by the segment's telecommunications and wireless businesses,
particularly microwave systems, broadcast products, and the telephone test
equipment business.
Strong sales in the domestic office products business resulted in increased
sales and earnings at the Lanier Worldwide segment for the third quarter and
year-to-date.
Cost of sales as a percentage of net sales decreased to 66.0 percent in the
third quarter and 66.6 percent year-to-date compared to 68.0 percent and 68.6
percent for the respective periods last year. The decreases were due to
higher gross margins in the Semiconductor and Communications segments.
Engineering, selling, and administrative expenses as a percentage of net sales
increased to 26.2 percent in the third quarter and 25.4 percent year-to-date
compared to 23.7 and 24.0 for the same periods last year. Increases within the
Semiconductor and Communications segments in research and development and
marketing expenditures contributed to the higher operating expense ratios.
<PAGE> 7
A slight increase in interest rates and higher levels of borrowing resulted in
increased interest expense for the quarter and year-to-date. "Other-net"
expense for the third quarter decreased due to foreign currency gains and
increased gains on the sale of investment securities.
The provision for income taxes as a percentage of pretax income was 35.0
percent in the third quarter and year-to-date for both years. The statutory
federal tax rates for both periods was 35.0 percent.
Income as a percentage of sales was 5.0 percent and 4.5 percent for the third
quarter and year-to-date, compared to 4.5 percent and 4.0 percent in the same
periods last year for the previously stated reasons.
Working capital increased slightly from $755.4 million at June 30, 1995 to
$756.2 million at the end of the third quarter. The Corporation anticipates
that the requirement for funds to finance operations during the remainder of
fiscal 1996 will be met by cash flow from operations and borrowing capacity.
The Corporation also anticipates refinancing a portion of its short-term debt
with long-term borrowings prior to June 30, 1996.
<PAGE> 8
PART II OTHER INFORMATION
- - -------------------------
Item 5. Other Information
-----------------
On January 10, 1996, the Registrant filed with the Securities and
Exchange Commission (the "Commission"), pursuant to Rule 424(b)(5) under the
Securities Act of 1933, as amended, a Prospectus, dated January 10, 1996,
relating to the offer and sale of $100,000,000 aggregate principal amount
of the Registrant's 7% Debentures, due January 15, 2026. The Prospectus and
Prospectus Supplement form part of the Registrant's Registration Statement on
Form S-3 (Commission File No. 33-35315) (the "Registration Statement") that was
declared effective by the Commission on October 3, 1990, which Registration
Statement originally registered $200,000,000 aggregate principal amount of the
Registrant's debt securities.
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits:
(3(i)) Restated Certificate of Incorporation of Harris Corporation (1995)
(3(ii)) By-Laws of Harris Corporation as in effect February 23, 1996
(11) Statement re: computation of per share earnings.
(27) Financial Data Schedule
(b) Reports on Form 8-K.
The Registrant filed with the Commission two Current Reports on Form
8-K dated January 4 and January 10, 1996, respectively, relating to the offer
and sale of the Registrant's 7% Debentures described in Item 5.
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 thereunto duly authorized.
HARRIS CORPORATION
---------------------------------
(Registrant)
Date: May 1, 1996 By:/s/Bryan R. Roub
---------------------------------
Bryan R. Roub
Senior Vice President and
Chief Financial Officer
<PAGE> 1
Exhibit (i)
RESTATED CERTIFICATE
OF INCORPORATION
OF
HARRIS CORPORATION
(1995)
<PAGE> 2
RESTATED CERTIFICATE OF INCORPORATION
OF HARRIS CORPORATION
(1995)
HARRIS CORPORATION, a corporation organized and existing under and by
virtue of an Act of the General Assembly of the State of Delaware, entitled "An
Act Providing A General Corporation Law," approved March 10, 1899, and the acts
amendatory thereof and supplemental thereto, the Certificate of Incorporation of
which was filed in the office of the Secretary of State of Delaware on December
6, 1926, and recorded in the office of the Recorder of Deeds of the State of
Delaware in and for New Castle County on December 6, 1926, does hereby certify:
I. That the name under which this corporation was originally
incorporated was "HARRIS-SEYBOLD-POTTER COMPANY." This name was changed to
"HARRIS-SEYBOLD COMPANY" by an amendment to the Certificate of Incorporation
filed in the office of the Secretary of State of Delaware on April 3, 1946. The
name was further changed to "HARRIS-INTERTYPE CORPORATION" by an amendment to
the Certificate of Incorporation filed in the office of the Secretary of State
of Delaware on June 27, 1957. The name was further changed to "HARRIS
CORPORATION" by an amendment to the Restated Certificate of Incorporation (1972)
filed in the office of the Secretary of State of Delaware on May 15, 1974.
II. That at a meeting of the Board of Directors of said corporation
held on August 26, 1995, resolutions were duly adopted proposing an amendment to
the Restated Certificate of Incorporation (October 1986) of said corporation,
declaring said amendment to be advisable and directing that said amendment be
submitted to the stockholders for their approval; that said amendment was duly
adopted by a vote of the stockholders of said corporation on October 27, 1995;
that the following Restated Certificate of Incorporation (1995) was duly adopted
in accordance with the provisions of Section 245 of the General Corporation Law
of the State of Delaware, that such incorporates that amendment adopted by the
shareholders of the corporation on October 27, 1995 and hereby restates and
integrates the provisions of said corporation's Restated Certificate of
Incorporation (October 1986) as theretofore amended or supplemented, and that
there is no discrepancy between those provisions and the provisions of the
following Restated Certificate of Incorporation (1995).
FIRST: The name of this corporation is
HARRIS CORPORATION
SECOND: Its registered office in the State of Delaware is located at
Corporation Trust Center, 1209 Orange St., in the City of Wilmington, County of
New Castle. The name and address of its registered agent is The Corporation
Trust Company, Corporation Trust Center, 1209 Orange St., Wilmington, Delaware.
THIRD: The nature of the business, or objects or purposes proposed
to be transacted, promoted or carried on are:
2
<PAGE> 3
To acquire the entire assets, business and good will of the Harris
Automatic Press Company, an Ohio corporation, and of any other
corporations and in connection therewith to determine what portion of
the assets so acquired shall constitute capital and what portion shall
constitute surplus available for dividends on the capital stock of this
corporation, such surplus not to exceed the combined surpluses of the
companies whose assets are so acquired as of the time of the
acquisition thereof;
To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake
or assume the whole or any part of the obligations or liabilities of
any person, firm, association or corporation;
To engage in the manufacture of printing and lithographing presses of
any and all types and makes, also paper cutting and trimming machinery
and any and all machines and articles that may be used in the printing
and lithographing business;
To manufacture, purchase or otherwise acquire, own, mortgage, pledge,
sell, assign and transfer, or otherwise dispose of, to invest, trade,
deal in and deal with, goods, wares and merchandise and real and
personal property of every class and description;
To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage, or otherwise dispose of letters patent of the United
States or any foreign country, patent rights, licenses and privileges,
inventions, improvements and processes, copyrights, trademarks and
trade names, relating to or useful in connection with any business of
this corporation;
To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge
or otherwise dispose of shares of the capital stock of, or any bonds,
securities or evidence of indebtedness created by any other corporation
or corporations organized under the laws of this state or any other
state, country, nation or government and while the owner thereof to
exercise all the rights, powers and privileges of ownership;
To issue bonds, debentures or obligations of this corporation from time
to time, for any of the objects or purposes of the corporation, and to
secure the same by mortgage, pledge, deed of trust, or otherwise;
To issue common stock, purchase warrants in connection with the sale or
issue of the shares of capital stock of any class, or of other
securities in order to vest in the purchasers or holders of such shares
of capital stock or other securities the option right to purchase
shares of common stock of the corporation in such amount and upon such
terms as may be set forth in such warrants, all shares of common stock
reserved for the purpose of being sold pursuant to the terms of such
warrants to be free from any and all preemptive rights of any
stockholders with respect thereto;
3
<PAGE> 4
To purchase, hold, sell and transfer the shares of its own capital
stock; provided it shall not use its funds or property for the purchase
of its own shares of capital stock when such use would cause any
impairment of its capital; and provided further that shares of its own
capital stock belonging to it shall not be voted upon directly or
indirectly;
To have one or more offices, to carry on all or any of its operations
and business and without restriction or limit as to amount to purchase
or otherwise acquire, hold, own, mortgage, sell, convey, or otherwise
dispose of real and personal property of every class and description in
any of the States, Districts, Territories or Colonies of the United
States, and in any and all foreign countries, subject to the laws of
such State, District, Territory, Colony or Country;
In general, to carry on any other business in connection with the
foregoing, whether manufacturing or otherwise, and to have and exercise
all the powers conferred by the laws of Delaware upon corporations
formed under the act hereinafter referred to, and to do any or all of
the things hereinbefore set forth to the same extent as natural persons
might or could do.
The foregoing clauses shall be construed both as objects and powers;
and it is hereby expressly provided that the foregoing enumeration of specific
powers shall not be held to limit or restrict in any manner the powers of this
corporation.
FOURTH: Section 1. The total number of shares of all classes of stock
which this corporation shall have authority to issue is 251,000,000 shares, of
which 250,000,000 shares shall be Common Stock of the par value of $1 per share
and 1,000,000 shares shall be Preferred Stock without par value.
Section 2. The terms and provisions of the Common Stock of the par
value of $1 per share are as follows:
A. The holders of Common Stock are entitled at all times to one vote
for each share; subject, however, to the voting rights of the holders of the
Preferred Stock. The Common Stock is subject to all of the terms and provisions
of the Preferred Stock as fixed by the Board of Directors as hereinafter
provided.
B. No holder of any class of shares of the corporation shall have any
preemptive or other preferential right to subscribe to or purchase any shares of
any class of stock of the corporation, whether now or hereafter authorized and
whether unissued or in the treasury, or to subscribe to or purchase any
obligations convertible into shares of any class of stock of the corporation, at
any time issued or sold.
Section 3. The Preferred Stock shall be issued from time to time in one
or more series with such distinctive serial designations and (a) may have such
voting powers, full or limited, or may be without voting powers; (b) may be
subject to redemption at such time or times and at such prices; (c) may be
entitled to receive dividends (which may be cumulative or non-cumulative) at
4
<PAGE> 5
such rate or rates; on such conditions, and at such times, and payable in
preference to, or in such relation to, the dividends payable on any other class
or classes or series of stock; (d) may have such rights upon the dissolution of,
or upon any distribution of the assets of, the corporation; (e) may be made
convertible into, or exchangeable for, shares of any other class or classes or
of any other series of the same or any other class or classes of stock of the
corporation, at such price or prices or at such rates of exchange, and with such
adjustments; and (f) shall have such other relative, participating, optional or
other special rights, qualifications, limitations or restrictions thereof, all
as shall hereafter be stated and expressed in the resolution or resolutions
providing for the issue of such Preferred Stock from time to time adopted by the
Board of Directors pursuant to authority so to do which is hereby vested in the
Board.
FIFTH: This corporation is to have perpetual existence.
SIXTH: The private property of the stockholders shall not be subject
to the payment of corporate debts to any extent whatever.
SEVENTH: In furtherance, and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized:
To make and alter the by-laws of this corporation, to fix the amount to
be reserved as working capital over and above its capital stock paid in, to
authorize and cause to be executed mortgages and liens upon the real and
personal property of this corporation.
From time to time to determine whether and to what extent, and at what
times and places, and under what conditions and regulations, the accounts and
books of this corporation (other than the stock ledger) or any of them, shall be
open to inspection of stockholders; and no stockholder shall have any right of
inspecting any account, book or document of this corporation except as conferred
by statute, unless authorized by resolution of the stockholders or directors.
If the by-laws so provide, to designate two or more of its number to
constitute an executive committee, which committee shall for the time being, as
provided in said resolution or in the by-laws of this corporation, have and
exercise any or all of the powers of the Board of Directors in the management of
the business and affairs of this corporation, and have power to authorize the
seal of this corporation to be affixed to all papers which may require it.
Pursuant to the affirmative vote of the holders of at least a majority
of the stock issued and outstanding, having voting power, given at a
stockholders' meeting duly called for that purpose, or when authorized by the
written consent of the holders of a majority of the voting stock issued and
outstanding, the Board of Directors shall have power and authority at any
meeting to sell, lease or exchange all of the property and assets of this
corporation, including its good will and its corporate franchises, upon such
terms and conditions as its Board of Directors deems expedient and for the best
interest of the corporation.
5
<PAGE> 6
This corporation may in its by-laws confer powers upon its directors in
addition to the foregoing, and in addition to the powers and authorities
expressly conferred upon them by the statute.
Both stockholders and directors shall have power, if the by-laws so
provide, to hold their meetings, and to have one or more offices within or
without the State of Delaware, and to keep the books of this corporation
(subject to the provisions of the statutes), outside of the State of Delaware,
at such places as may be from time to time designated by the Board of Directors.
EIGHTH: This corporation reserves the right to amend, alter, change or
repeal any provision contained in the Restated Certificate of Incorporation, in
the manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
NINTH: SECTION 1. A. HIGHER VOTE FOR CERTAIN BUSINESS
COMBINATIONS. In addition to any affirmative vote required by law or this
Certificate of Incorporation, and except as otherwise expressly provided in
Section 2 of this Article:
(i) any merger or consolidation or share exchange of this
corporation or any Subsidiary (as hereinafter defined) with (a) any
Interested Stockholder (as hereinafter defined) or (b) any other
corporation (whether or not itself an Interested Stockholder) which is,
or after such merger or consolidation would be, an Affiliate (as
hereinafter defined) of an Interested Stockholder, in each case without
regard as to which entity shall be the surviving entity; or
(ii) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions) to
or with any Interested Stockholder or any Affiliate of any Interested
Stockholder of any assets of this corporation or any Subsidiary having
an aggregate Fair Market Value of $1,000,000 or more; or
(iii) the issuance or transfer by this corporation or any
Subsidiary (in one transaction or a series of transactions) of any
securities of this corporation or any Subsidiary to any Interested
Stockholder or any Affiliate of any Interested Stockholder in exchange
for cash, securities or other property (or a combination thereof)
having an aggregate Fair Market Value of $1,000,000 or more; or
(iv) the adoption of any plan or proposal for the
liquidation or dissolution of this corporation proposed by or
on behalf of an Interested Stockholder or any Affiliate of any
Interested Stockholder; or
(v) any reorganization or reclassification of securities
(including any reverse stock split, or recapitalization of this
corporation, or any merger or consolidation of this corporation with
any of its Subsidiaries or any other transaction (whether or not with
or into or otherwise involving an Interested Stockholder) which has the
effect, directly or indirectly, of increasing the proportionate share
of the outstanding shares of any class of
6
<PAGE> 7
equity or convertible securities of this corporation or any Subsidiary
which is directly or indirectly owned by any Interested Stockholder;
shall require the affirmative vote of the holders of at least 80 percent of the
voting power of the then outstanding shares of capital stock of this corporation
entitled to vote generally in the election of directors (the "Voting Stock"),
voting together as a single class (it being understood that for purposes of this
Article, each share of the Voting Stock shall have the number of votes granted
to it pursuant to Article Fourth of this Certificate of Incorporation). Such
affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that a lesser percentage may be specified, by law or in any
agreement with any national securities exchange or otherwise.
B. DEFINITION OF "BUSINESS COMBINATION." The term "Business
Combination" as used in this Article shall mean any transaction which is
referred to in any one or more of Clauses (i) through (v) of Paragraph A of this
Section 1.
Section 2. The provisions of Section 1 of this Article shall not be
applicable to any particular Business Combination, and such Business Combination
shall require only such affirmative vote as is required by law and any other
provision of this Certificate of Incorporation, if all of the conditions
specified in either of the following Paragraphs A and B are met:
A. APPROVED BY CONTINUING DIRECTORS. The Business
Combination shall have been approved by a majority of the Continuing
Directors (as hereinafter defined).
B. PRICE AND PROCEDURE REQUIREMENTS. All of the following
conditions shall have been met:
(i) The aggregate amount of the cash and the Fair Market Value
(as hereinafter defined) as of the date of the consummation of the
Business Combination of consideration other than cash to be received
per share by holders of Common Stock in such Business Combination shall
be at least equal to the highest share price (including any brokerage
commissions, transfer taxes and soliciting dealers' fees) paid by the
Interested Stockholder for any shares of Common Stock acquired by it
(a) within the 2-year period immediately prior to the first public
announcement of the proposal of the Business Combination or (b) in the
transactions in which it became an Interested Stockholder, whichever is
higher;
(ii) The consideration to be received by holders of a
particular class of outstanding Voting Stock (including Common Stock)
shall be in cash or in the same form as the Interested Stockholder has
previously paid for shares of such class of Voting Stock. If the
Interested Stockholder has paid for shares of any class of Voting Stock
with varying forms of consideration, the form of consideration for such
class of Voting Stock shall be either cash or the form used to acquire
the largest number of shares of such class of Voting Stock previously
acquired by it.
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(iii) A proxy or information statement describing the proposed
Business Combination and complying with the requirements of the
Securities Exchange Act of 1934 and the rules and regulations
thereunder (or any subsequent provisions replacing such Act, rules or
regulations) shall be mailed to public stockholders of this corporation
at least 30 days prior to the consummation of such Business Combination
(whether or not such proxy or information statement is required to be
mailed pursuant to such Act or subsequent provisions).
Section 3. For the purposes of this Article:
A. A "person" shall mean any individual, firm, corporation or
other entity.
B. "Interested Stockholder" shall mean any person (other than
this corporation or any Subsidiary) who or which:
(i) is the beneficial owner, directly or indirectly, of
more than 10 percent of the voting power of the outstanding Voting
Stock; or
(ii) is an Affiliate of this corporation and at any time
within the 2-year period immediately prior to the date in question was
the beneficial owner, directly or indirectly, of 10 percent or more of
the voting power of the then outstanding Voting Stock; or
(iii) is an assignee of or has otherwise succeeded to any
shares of Voting Stock which were at any time within the 2-year period
immediately prior to the date in question beneficially owned by any
Interested Stockholder, if such assignment or succession shall have
occurred in the course of a transaction or series of transactions not
involving a public offering within the meaning of the Securities Act of
1933.
C. A person shall be a "beneficial owner" of any Voting Stock:
(i) which such person or any of its Affiliates or Associates
(as hereinafter defined) beneficially owns, directly or indirectly; or
(ii) which such person or any of its Affiliates or Associates
has (a) the right to acquire (whether such right is exercisable
immediately or only after the passage of time), pursuant to any
agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise,
or (b) the right to vote pursuant to any agreement, arrangement or
understanding; or
(iii) which are beneficially owned, directly or indirectly, by
any other person with which such person or any of its Affiliates or
Associates has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of any shares of
Voting Stock.
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D. For the purposes of determining whether a person is an Interested
Stockholder pursuant to Paragraph B of this Section 3, the number of shares of
Voting Stock deemed to be outstanding shall include shares deemed owned through
application of Paragraph C of this Section 3 but shall not include any other
shares of Voting Stock which may be issuable pursuant to any agreement,
arrangement or understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.
E. "Affiliate" or "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as in effect on April 27, 1984, and shall
include in any case any person that directly or indirectly controls or is
controlled by or is under common control with the person specified.
F. "Subsidiary" means any corporation of which a majority of any class
of equity security is owned, directly or indirectly, by this corporation;
provided, however, that for the purposes of the definition of Interested
Stockholder set forth in Paragraph B of this Section 3, the term "Subsidiary"
shall mean only a corporation of which a majority of each class of equity
security is owned, directly or indirectly, by this corporation.
G. "Continuing Director" means any member of the Board of Directors of
this corporation who is unaffiliated with the Interested Stockholder and was a
member of the Board of Directors prior to the time that the Interested
Stockholder became an Interested Stockholder, and any successor of a Continuing
Director who is unaffiliated with the Interested Stockholder and is recommended
to succeed a Continuing Director by a majority of Continuing Directors then on
the Board.
H. "Fair Market Value" means (i) in the case of stock, the highest
closing sale price during the 30-day period immediately preceding the date in
question of a share of such stock on the Composite Tape for New York Stock
Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape,
on the New York Stock Exchange, or, if such stock is not listed on such
Exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934 on which such stock is listed, or, if such
stock is not listed on any such exchange, the highest closing bid quotation with
respect to a share of such stock during the 30-day period preceding the date in
question on the National Association of Securities Dealers, Inc. Automated
Quotations System or any system then in use, or if no such quotations are
available, the fair market value on the date in question of a share of such
stock as determined by the Board in good faith; and (ii) in the case of property
other than cash or stock, the fair market value of such property on the date in
question as determined by the Board of Directors in good faith.
I. In the event of any Business Combination in which this corporation
survives, the phrase "consideration [other than cash] to be received" as used in
Paragraphs B(i) and (ii) of Section 2 of this Article shall include the shares
of Common Stock and/or the shares of any other class of outstanding Voting Stock
retained by the holders of such shares.
J. The directors of this corporation shall have the power and duty to
determine on the basis of information known to them after reasonable inquiry,
(i) whether a person is an
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<PAGE> 10
Interested Stockholder, (ii) the number of shares of Voting Stock
beneficially owned by any person, (iii) whether a person is an Affiliate or
Associate of another, and (iv) whether the assets which are the subject of any
Business Combination have, or the consideration to be received for the issuance
or transfer of securities by this corporation or any Subsidiary in any Business
Combination has, an aggregate Fair Market Value of $1,000,000 or more.
Section 4. Nothing contained in this Article shall be construed to
relieve any Interested Stockholder from any fiduciary obligation imposed by law.
Section 5. Notwithstanding any other provisions of this Certificate of
Incorporation or the by-laws of this corporation (and notwithstanding the fact
that a lesser percentage may be specified by law, this Certificate of
Incorporation or the by-laws of this corporation), the affirmative note of the
holders of 80 percent or more of the voting power of the shares of the then
outstanding Voting Stock, voting together as a single class, shall be required
to amend or repeal, or adopt any provisions inconsistent with, this Article of
this Certificate of Incorporation.
TENTH: Section 1. Any purchase by this corporation of shares of Voting
Stock from an Interested Shareholder, other than pursuant to an offer to the
holders of all of the outstanding shares of the same class of Voting Stock as
those so purchased, at a per share price in excess of the Market Price at the
time of such purchase of the shares so purchased, shall require the affirmative
vote of the holders of that amount of the voting power of the Voting Stock equal
to the sum of:
(i) the voting power of the shares of Voting Stock of which
the Interested Shareholder is the beneficial owner, and
(ii) a majority of the voting power of the remaining
outstanding shares of Voting Stock, voting together as a single class.
Section 2. In any election of directors of this corporation on or after
the date on which any 40 percent Shareholder (as hereinafter defined) becomes a
40 percent Shareholder, and until such time as no 40 percent Shareholder any
longer exists, there shall be cumulative voting for election of directors so
that any holder of shares of Voting Stock entitled to vote in such election
shall be entitled to as many votes as shall equal the number of directors to be
elected multiplied by the number of votes to which such shareholder's shares
would be entitled except for the provision of this Section 2, and such
shareholder may cast all of such votes for a single director, or distribute such
votes among as many candidates as such shareholder sees fit. In any such
election of directors, one or more candidates for the Board of Directors of the
corporation may be nominated by a majority of the Disinterested Directors. With
respect to any candidates nominated by a majority of the Disinterested Directors
or by any person who is the beneficial owner of shares of Voting Stock having a
Market Price of $100,000 or more, there shall be included in any proxy statement
or other communication with respect to such election to be sent to holders of
shares of Voting Stock by the corporation during the period in which there is a
40 percent Shareholder, at the expense of the corporation, descriptions and
other statements of or with respect to such candidates submitted by them or on
their behalf, which shall receive equal space, coverage and
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<PAGE> 11
treatment as is received by candidates nominated by the Board of Directors or
management of the corporation.
Section 3. It shall be the duty of any Interested Shareholder:
(i) to give or cause to be given written notice to the
corporation, immediately upon becoming an Interested Shareholder, of
such person's status as an Interested Shareholder and of such other
information as the corporation may reasonably require with respect to
identifying all owners and amount of ownership of the outstanding
Voting Stock of which such Interested Shareholder is a beneficial owner
as defined herein, and
(ii) to notify the corporation promptly in writing of any
change in the information provided in subparagraph (i) of this
Section 3,
PROVIDED, HOWEVER, that the failure of an Interested Shareholder to
comply with the provisions of this Section 3 shall not in any way be
construed to prevent the corporation from enforcing the provisions of
this Article.
Section 4. For the purposes of this Article:
A. A "person" shall mean any individual, firm, corporation, or
other entity.
B. "Voting Stock" shall mean the outstanding shares of
capital stock of the corporation entitled to vote generally in the
election of directors.
C. "Interested Shareholder" shall mean any person (other than
the corporation or any Subsidiary) who or which:
(i) is the beneficial owner, directly, or indirectly, of
5 percent or more of the voting power of the outstanding Voting Stock;
or
(ii) is an Affiliate of the corporation and at any time within
the 2-year period immediately prior to the date in question was the
beneficial owner, directly or indirectly, of 5 percent or more of the
voting power of the then outstanding Voting Stock; or
(iii) is an assignee of or has otherwise succeeded to any
shares of Voting Stock which were at any time within the 2-year period
immediately prior to the date in question beneficially owned by any
Interested Shareholder, if such assignment or succession shall have
occurred in the course of a transaction or series of transactions not
involving a public offering within the meaning of the Securities Act of
1933.
D. "40 percent Shareholder" shall mean any person (other than the
corporation or any Subsidiary) who or which:
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<PAGE> 12
(i) is the beneficial owner, directly or indirectly, of
40 percent or more of the voting power of the outstanding Voting
Stock; or
(ii) is an Affiliate of the corporation and at any time within
the 2-year period immediately prior to the date in question was the
beneficial owner, directly or indirectly, of 40 percent or more of the
voting power of the then outstanding Voting Stock; or
(iii)is an assignee of or has otherwise succeeded to any
shares of Voting Stock which were at any time within the 2-year period
immediately prior to the date in question beneficially owned by any 40
percent Shareholder, if such assignment or succession shall have
occurred in the course of a transaction or series of transactions not
involving a public offering within the meaning of the Securities Act of
1933.
E. A person shall be a "beneficial owner" of any Voting Stock:
(i) which such person or any of its Affiliates or
Associates beneficially owns, directly or indirectly; or
(ii) which such person or any of its Affiliates or Associates
has (a) the right to acquire (whether such right is exercisable
immediately or only after the passage of time), pursuant to any
agreement, arrangement, or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise,
or (b) the right to vote pursuant to any agreement, arrangement, or
understanding; or
(iii) which are beneficially owned, directly or indirectly, by
any other person with which such person or any of its Affiliates or
Associates has any agreement, arrangement, or understanding for the
purpose of acquiring, holding, voting, or disposing of any shares of
Voting Stock.
F. For the purpose of determining whether a person is an Interested
Shareholder or a 40 percent Shareholder pursuant to this Section 4, the number
of shares of Voting Stock deemed to be outstanding shall include shares deemed
owned through application of Paragraph E of this Section 4 but shall not include
any other shares of Voting Stock which may be issuable pursuant to any
agreement, arrangement, or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.
G. "Market Price" means the last closing sale price immediately
preceding the time in question of a share of the stock in question on the
Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is
not quoted on the Composite Tape, on the New York Stock Exchange, or, if such
stock is not listed on such Exchange, on the principal United States securities
exchange registered under the Securities Exchange Act of 1934 on which such
stock is listed, or, if such stock is not listed on any such exchange, the last
closing bid quotation with respect to a share of such stock immediately
preceding the time in question on the National Association of Securities
Dealers, Inc. Automated Quotations System or any system then in use (or any
other system of reporting or ascertaining quotations then available), or if such
stock is not
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<PAGE> 13
so quoted, the fair market value at the time in question of a share of such
stock as determined by the Board in good faith.
H. "Fair Market Value" means:
(i) in the case of stock, the Market Price, and
(ii) in the case of property other than cash or stock,
the fair market value of such property on the date in question as
determined by the Board in good faith.
I. "Disinterested Director" means any member of the Board of Directors
of the corporation (the "Board") who is unaffiliated with any Interested
Shareholder and/or 40 percent Shareholder and was a member of the Board prior to
the time that any Interested Shareholder or 40 percent Shareholder became an
Interested Shareholder or 40 percent Shareholder, and any successor of a
Disinterested Director who is unaffiliated with any Interested Shareholder or 40
percent Shareholder and is recommended to succeed a Disinterested Director by a
majority of Disinterested Directors then on the Board.
Section 5. A majority of the Disinterested Directors of the corporation
shall have the power and duty to determine for the purposes of this Article, on
the basis of information known to them after reasonable inquiry, (A) whether a
person is an Interested Shareholder or a 40 percent Shareholder, (B) the number
of shares of Voting Stock beneficially owned by any person, and (C) whether a
person is an Affiliate or an Associate of another person. The good faith
determination of a majority of the Disinterested Directors shall be conclusive
and binding for all purposes of this Article.
Section 6. Notwithstanding any other provisions of this Certificate of
Incorporation or the by-laws of the Corporation (and notwithstanding the fact
that a lesser percentage may be specified by law, this Certificate of
Incorporation, or the by-laws of the corporation), the affirmative vote of the
holders of at least 80 percent of the voting power of the outstanding Voting
Stock, voting together as a single class, shall be required to amend or repeal,
or adopt any provisions inconsistent with, this Article.
ELEVENTH: The business and affairs of this corporation shall be managed
by or under the direction of a Board of Directors consisting of not less than 8
or more than 13 directors, the exact number of directors to be determined from
time to time by resolution adopted by affirmative vote of a majority of the
entire Board of Directors. The directors shall be divided into three classes,
designated Class I, Class II and Class III. Each class shall consist, as nearly
as may be possible, of one-third of the total number of directors constituting
the entire Board of Directors.
At the 1985 annual meeting of stockholders, Class I directors shall be
elected for a 1-year term, Class II directors for a 2-year term and Class III
directors for a 3-year term. At each succeeding annual meeting of stockholders
beginning in 1986, successors to the class of directors whose term expires at
that annual meeting shall be elected for a 3-year term. If the number of
directors is changed, any increase or decrease shall be apportioned among the
classes so as to
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maintain the number of directors in each class as nearly equal as possible,
and any additional director of any class elected to fill a vacancy resulting
from an increase in such class shall hold office for a term that shall coincide
with the remaining term of that class, but in no case will a decrease in the
number of directors shorten the term of any incumbent director. A director shall
hold office until the annual meeting for the year in which his term expires and
until his successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification, or removal from office.
Any vacancy on the Board of Directors that results from an increase in the
number of directors may be filled by a majority of the Board of Directors then
in office, and any other vacancy occurring in the Board of Directors may be
filled by a majority of the directors then in office, although less than a
quorum, or by a sole remaining director. Any director elected to fill a vacancy
not resulting from an increase in the number of directors shall have the same
remaining term as that of his predecessor.
Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of preferred or preference stock issued by this corporation
shall have the right, voting separately by class or series, to elect directors
at an annual or special meeting of stockholders, the election, term of office,
filling of vacancies and other features of such directorships shall be governed
by the terms of this Certificate of Incorporation applicable thereto, and such
directors so elected shall not be divided into classes pursuant to this Article
unless expressly provided by such terms.
No person (other than person nominated by or on behalf of the Board of
Directors) shall be eligible for election as a director at any annual or special
meeting of stockholders unless a written request that his or her name be placed
in nomination is received from a stockholder of record by the Secretary of this
corporation not less than 30 days prior to the date fixed for the meeting,
together with the written consent of such person to serve as a director.
No director of this corporation shall be personally liable to this
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that this provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to this corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or knowing violation of law, (iii)
under Section 174 of Title 8 of the Delaware Code, or (iv) for any transaction
from which the director derived an improper personal benefit.
TWELFTH: No action shall be taken by stockholders of this corporation
except at an annual or special meeting of stockholders of this corporation.
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IN WITNESS WHEREOF, HARRIS CORPORATION has caused its corporate seal to
be hereunto affixed and this Certificate to be signed by its Chairman, President
and Chief Executive Officer, and its Assistant Secretary this 8th day of
December, 1995.
HARRIS CORPORATION
By:
/s/ P. W. Farmer
--------------------------------
P.W. Farmer, Chairman, President
and Chief Executive Officer
Attest:
/s/ K. G. Fink,
--------------------------------
K.G. Fink, Assistant Secretary
STATE OF FLORIDA )
BREVARD COUNTY ) ss:
BE IT REMEMBERED that on this 8th day of December, 1995, personally
came before me, a Notary Public in and for the County and State aforesaid, P.W.
Farmer, Chairman, President and Chief Executive Officer, and K.G. Fink,
Assistant Secretary of Harris Corporation, a corporation of the State of
Delaware, the corporation described in and which executed the foregoing
Certificate, known to me personally to be such, and they, the said P.W. Farmer
and K.G. Fink, as such Chairman, President and Chief Executive Officer, and such
Assistant Secretary, duly executed said Certificate before me and acknowledged
the said Certificate to be their act and deed and the act and deed of said
corporation and that the facts stated therein are true; that the signatures of
said Chairman, President and Chief Executive Officer, and Assistant Secretary of
said corporation to said foregoing Certificate are in the handwriting of the
said Chairman, President and Chief Executive Officer, and Assistant Secretary of
said corporation, respectively, and that the seal affixed to said Certificate is
the common or corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
/s/ Sandra DePascale
-------------------------------
Sandra DePascale
Notary Public, State of Florida
Commission CC 342399
Commission Expires 02/13/98
<PAGE> 16
CERTIFICATE
I hereby certify that the foregoing is a true and correct copy of the
restated Certificate of Incorporation of Harris Corporation as in effect on
the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal
of Harris Corporation this ________of___________,19___.
-------------------------------
Secretary of Harris Corporation
<PAGE> 1
Exhibit 3(ii)
BY-LAWS OF
HARRIS CORPORATION
AS IN EFFECT FEBRUARY 23, 1996
<PAGE> 2
BY-LAWS OF
HARRIS CORPORATION
ARTICLE I.
OFFICES.
The principal office of the Company shall be in the City of
Wilmington, County of Newcastle, State of Delaware, and the name of the
resident agent in charge thereof is The Corporation Trust Company.
The Company may also have offices at such other places as the Board of
Directors from time to time may determine.
ARTICLE II.
MEETINGS OF SHAREHOLDERS.
Section 1. Place of Meeting. All meetings of shareholders for the
election of directors or for any other purposes whatsoever shall be held at the
office of the Company in the City of Wilmington, Delaware, or elsewhere within
or without the State of Delaware, as may be decided upon from time to time by
the Board of Directors and indicated in the notice of the meeting.
Section 2. Annual Meeting. The annual meeting of the shareholders
shall be held on the fourth Friday in October of each year or upon such other
date as the Board of Directors may at any time otherwise determine and at the
time as shall be decided by the Board of Directors and indicated in the notice
of the meeting. The Board of Directors shall be elected thereat and such other
business transacted as may be specified in the notice of the meeting, or as may
be properly brought before the meeting.
Section 3. Special Meetings. Special meetings of the shareholders may
be held on any business day when called by the Chairman of the Board, the
President, the Board of Directors, a majority of the Directors acting without a
meeting, or the holders of the specified percentage of any class of stock
entitled under the Certificate of Incorporation of the Company to call such
meetings.
Section 4. Notice of Meetings. A written or printed notice of every
annual or special meeting of the shareholders stating the time and place and
the purposes thereof shall be given to each shareholder entitled to vote
thereat and to each shareholder entitled to notice as provided by law, which
notice unless served upon a shareholder in person shall be mailed to his last
address appearing on the books of the Company at least ten (10) days prior to
the date of the meeting. It shall be the duty of the Secretary to give written
notice of the annual meeting, and of each special meeting when requested so to
do by the officer, directors or shareholders calling such meeting. Any
shareholder may waive in writing any notice required to be given by law or
under these By-Laws and by attendance
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or voting at any meeting without protesting the lack of proper
notice shall be deemed to have waived notice thereof.
Section 5. Shareholder List. A complete list of the shareholders
entitled to vote at every election of directors, arranged in alphabetical
order, with the address of each and the number of voting shares held by each,
shall be prepared by or at the instance of the Secretary and filed in the
office where the election is to be held, at least ten (10) days before every
election, and shall at all times during the usual hours for business in said
ten (10) day period and during the time of said election be open to examination
by any shareholder.
Section 6. Voting and Proxies. At all meetings of shareholders, only
such shareholders shall be entitled to vote, in person or by proxy, who appear
upon the records of the Company as the holders of shares at the time possessing
voting power, or if a record date be fixed as hereinafter provided, those
appearing as such on such record date. At each meeting of the shareholders,
every shareholder having the right to vote shall be entitled to vote in person
or by proxy appointed by an instrument in writing, subscribed by such
shareholder and bearing a date not more than three (3) years prior to said
meeting, unless said instrument provides for a longer period.
Section 7. Quorum and Adjournments. Except as may otherwise be
required by law or by the Certificate of Incorporation or by these By-Laws, the
holders of a majority of the shares entitled to vote at a shareholders' meeting
shall constitute a quorum to hold such meeting; provided, however, that any
meeting, whether or not a quorum is present or otherwise, may, by vote of the
holders of a majority of the voting shares represented thereat, adjourn from
time to time and from place to place in the county wherein said meeting was
originally called without notice other than by announcement at such meeting.
Section 8. Advance Notice of Shareholder Proposals. At any annual or
special meeting of shareholders, persons nominated for election as directors by
shareholders and other proposals by shareholders shall be considered only if
advance notice thereof has been timely given as provided herein and such
nominations or proposals are otherwise proper for consideration under
applicable law and the Certificate of Incorporation and By-Laws of the Company.
Notice of any proposal to be presented by any shareholder or of the name of any
person to be nominated by any shareholder for election as a director of the
Company at any meeting of shareholders shall be delivered to the Secretary of
the Company at its principal executive office not less than 60 nor more than 90
days prior to the date of the meeting; provided, however, that if the date of
the meeting is first publicly announced or disclosed (in a public filing or
otherwise) less than 70 days prior to the date of the meeting, such advance
notice shall be given not more than 10 days after such date is first so
announced or disclosed. Public notice shall be deemed to have been given more
than 70 days in advance of the annual meeting if the Company shall convene the
annual meeting on the fourth Friday in October of such year. Any shareholder
who gives notice of any such proposal shall deliver therewith the text of the
proposal to be presented and a brief written statement of the reasons why such
shareholder favors the proposal and
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setting forth such shareholder's name and address, the number and class of all
shares of each class of stock of the Company beneficially owned by such
shareholder and any material interest of such shareholder in the proposal
(other than as a shareholder). Any shareholder desiring to nominate any person
for election as a director of the Company shall deliver with such notice a
statement in writing setting forth: (i) the name of the person to be nominated;
(ii) the number and class of all shares of each class of stock of the Company
beneficially owned, if any, by such person; (iii) the information regarding
such person required by paragraphs (a), (e) and (f) of Item 401 of Regulation
S-K adopted by the Securities and Exchange Commission (or the corresponding
provisions of any regulation subsequently adopted by the Securities and
Exchange Commission applicable to the Company); (iv) such person's signed
consent to serve as a director of the Company if elected; and (v) such
shareholder's name and address and the number and class of all shares of each
class of stock of the Company beneficially owned by such shareholder.
"Beneficially owned" shares shall include shares owned by such shareholder's
affiliates and associates (as such terms are defined in the Securities Exchange
Act of 1934) together with such shares as such shareholder, its affiliates and
associates have the right to become beneficial owners pursuant to any
understanding, agreement, warrants, options or rights to convert or exchange
whether such rights are exercisable immediately or after passage of time or
occurrence of conditions. The person presiding at the meeting, in addition to
making other determinations that may be appropriate to the conduct of the
meeting, shall determine whether such notice has been duly given and shall
direct that proposals and nominees not be considered if such notice has not
been given.
ARTICLE III.
BOARD OF DIRECTORS.
Section 1. Number. The Board of Directors shall consist of not less
than eight nor more than thirteen members as may be determined by the Board of
Directors. After any such determination, the number so determined shall
continue as the authorized number of members of the Board until the same shall
be changed as aforesaid. Directors need not be shareholders.
Section 2. Manner of Election. At each meeting of the shareholders
called for the purpose of electing directors, the persons receiving the
greatest number of votes shall be the directors. Such election shall be by
ballot.
Section 3. Tenure; Vacancies. Directors shall hold office until the
annual meeting next following their election or until their successors are
respectively elected and qualified; subject, however, to prior resignation,
death or removal as provided by law. Any director may resign at any time by
oral statement to that effect made at a meeting of the Board of Directors, to
be effective upon its acceptance by the Board, or in writing to that effect
delivered to the Secretary, to be effective upon its acceptance or at the time
specified in such writing. Vacancies in the Board of Directors may be filled
for the unexpired term by a majority vote of the remaining directors, though
less than a majority of the total authorized number of directors; provided,
however, that if the remaining directors shall
3
<PAGE> 5
constitute less than such majority, a special meeting of the shareholders for
the purpose of electing directors may be called by the holders of not less than
10% of the total number of outstanding shares having the right to vote for
directors. The person or persons elected at such meeting of the shareholders
shall displace any person or persons who may theretofore have been elected by
the remaining directors as aforesaid.
Section 4. Organization Meeting. Immediately after each annual
meeting of the shareholders or special meeting held in lieu thereof, the newly
elected Board of Directors, if a quorum is present, shall hold an organization
meeting at the same place for the purpose of electing officers and transacting
any other business. Notice of such meeting need not be given. If, for any
reason, said organization meeting is not held at such time, a special meeting
for such purpose shall be held as soon thereafter as practicable.
Section 5. Regular Meetings. Regular meetings of the Board of
Directors for the transaction of any business may be held at such times and
places as may be determined by the Board of Directors. The Secretary shall give
to each director at least five (5) days written notice of each such meeting.
Section 6. Special Meetings. Special meetings of the Board of
Directors may be held at any time and place upon call by the Chairman of the
Board, the President or any five directors. Notice of each such meeting shall
be given to each director by letter, telegram or telephone or in person not
less than two (2) days prior to such meeting; provided, however, that such
notice shall be deemed to have been waived by the directors attending or voting
at any such meeting, without protesting the lack of proper notice, and may be
waived in writing or by telegram by any director either before or after such
meeting. Unless otherwise indicated in the notice thereof, any business may be
transacted at such meeting.
Section 7. Quorum. At all meetings of the Board of Directors a
majority of the directors in office at the time shall constitute a quorum for
the transaction of business, but in no case shall such quorum be less than
one-third of the total authorized number of directors.
Section 8. Compensation. If so determined by the Board of Directors,
all or any members of the Board of Directors or of any committee of the Board
shall be paid for their services in such capacities either a fixed sum for
attendance at each meeting of the Board or of such committee or such other
amount as may be determined from time to time by the Board of Directors; and
such compensation may be in addition to that received by any director or any
member of a committee as an officer or employee of the Company. Non-resident
members may be reimbursed for expenses reasonably incurred by them in traveling
to and from such meetings.
4
<PAGE> 6
ARTICLE IV.
COMMITTEES.
The Board of Directors may, by resolution or resolutions passed by a
majority of the whole Board, designate one or more committees, each committee
to consist of two or more of the directors of the Company, which to the extent
provided in said resolution or resolutions or in the By-Laws of the Company
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Company and may have power to
authorize the seal of the Company to be affixed to all papers which may require
it. Such committee or committees shall have such name or names as may be stated
in the By-Laws of the Company or as may be determined from time to time by
resolution adopted by the Board of Directors.
ARTICLE V.
OFFICERS.
Section 1. Officers Designated. The officers of the Company shall be
elected by the Board of Directors at their organization meeting or any special
meeting. The chief executive officers of the Company shall consist of the
Chairman of the Board, the President, and the Vice President-General Manager,
if any. In addition thereto, the officers shall include such number of Vice
Presidents as the Board may choose to elect, the Secretary, the Treasurer, and
if so determined by the Board of Directors, a Controller. In their discretion
the Board of Directors may elect one or more Assistant Secretaries and
Assistant Treasurers and any other additional officers. The Chairman of the
Board and the President shall be elected from among the directors. The other
officers may but need not be elected from among the directors. Any two offices
may be held by the same person, but in any case where the action of more than
one officer is required no one person shall act in more than one capacity.
Section 2. Tenure of Office. The officers of the Company shall hold
office until the next organization meeting of the Board of Directors and until
their respective successors are chosen and qualified, except in case of
resignation, death or removal. The Board of Directors may remove any officer at
any time with or without cause by the vote of the majority of the directors in
office at the time. A vacancy in any office may be filled by election by the
Board of Directors.
Section 3. Powers and Duties of Officers in General. The powers and
duties of the officers shall be exercised in all cases subject to such
directions as the Board of Directors may see fit to give. The respective powers
and duties hereinafter set forth are subject to alteration by the Board of
Directors. The Board of Directors is also authorized to delegate the duties of
any officer to any other officer, employee or committee and to require the
performance of duties in addition to those provided for herein. Subject to such
directions, if any, as the Board of Directors may give from time to time, the
chief executive officers of the Company are authorized to establish and to
modify from time to
5
<PAGE> 7
time an Organization Plan defining the respective duties and functions of the
officers of the Company.
Section 4. Chairman of the Board. The Chairman of the Board shall
preside at meetings of the shareholders and of the Board of Directors and shall
initiate and develop broad Company policies.
Section 5. President. In the absence or non-election of a Chairman
of the Board, the President shall preside at all meetings of the
shareholders and of the Board of Directors. He shall have general
responsibility for the major functions of the business of the Company.
Section 6. Vice Presidents. In the absence or disability of the
President, the Vice Presidents, in the order designated by the Board of
Directors, shall perform the President's duties. If so determined by the Board
of Directors, one Vice President may also be designated as General Manager,
another as Vice President in Charge of Sales, and other Vice Presidents as
managers of specified divisions or sales districts of the Company or as being
in charge of specified functions.
Section 7. Secretary, Treasurer and Controller. The Secretary, the
Treasurer, and the Controller (if any) shall perform such duties as are
indicated by their respective titles, subject to the provisions of Section 3 of
this Article. The Secretary shall have the custody of the corporate seal.
Section 8. Other Officers. All other officers shall have such powers
and duties as may be prescribed by the Board of Directors, or, in the absence
of their action, by the chief executive officers of the Company or by the
respective officers having supervision over them.
Section 9. Compensation. The Board of Directors is authorized to
determine, or to provide the method of determining, or to empower a special
committee of its members to determine, the compensation of all officers.
Section 10. Bond. Any officer, if so required by the Board of
Directors, shall furnish a fidelity bond in such sum and with such security
as the Board of Directors may require.
Section 11. Signing Checks and Other Instruments. The Board of
Directors is authorized to determine or provide the method of determining the
manner in which deeds, contracts and other obligations and instruments of the
Company shall be signed. However, persons doing business with the Company shall
be entitled to rely upon the action of the Chairman of the Board, the
President, any Vice President, the Secretary, the Treasurer or the Controller
in executing contracts and other obligations and instruments, other than deeds,
of the Company as having been duly authorized and to rely upon the action of
any two of said officers in executing deeds in the name of the Company as
6
<PAGE> 8
having been duly authorized. The Board of Directors of the Company is
authorized to designate or provide the method of designating depositaries of
the funds of the Company and to determine or provide the method of determining
the manner in which checks, notes, bills of exchange and similar instruments
shall be signed, countersigned or endorsed.
ARTICLE VI.
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Each person who is or was a director or officer of the Company or is
or was serving at the request of the Company as a director or officer of
another enterprise (and his heirs, executors and administrators) shall be
indemnified by the Company against reasonable expenses (including attorneys'
fees, judgments, fines and amounts paid in settlement) incurred by him in his
capacity as a director or officer or arising out of his status as such, in
connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative,
(1) to the extent, and according to the procedures and requirements,
set forth in the General Corporation Law of Delaware and, in addition,
(2) to the extent authorized upon a determination that such person
acted in good faith and is fairly and reasonably entitled to be indemnified in
view of all the circumstances, such determination, including the authorized
extent of indemnification, to be made (a) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel selected by the Board of Directors of the Company in a written
opinion, or (c) by the shareholders.
ARTICLE VII.
CORPORATE SEAL.
The corporate seal, circular in form, shall have inscribed thereon the
name of the Company and the words "Corporate Seal--Delaware."
ARTICLE VIII.
RECORD DATES.
The Board of Directors may close the stock transfer books of the
Company for a period not exceeding sixty (60) days preceding the date of any
meeting of the shareholders, or the date for the payment of any dividend, or
the date for the allotment of rights, or the date when any change or conversion
or exchange of shares shall go into effect, or in connection with obtaining the
consent of shareholders for any purpose; provided, however, that in lieu of
closing the stock transfer books as aforesaid, the Board of Directors may fix
in advance a date, not exceeding sixty (60) days preceding the date of any
meeting of shareholders, or the date for the payment of any dividend, or the
date for
7
<PAGE> 9
the allotment of rights, or the date when any change or conversion or exchange
of shares shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the shareholders entitled to
notice of, and to vote at, any such meeting and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of shares, or to give such consent, and in such case such
shareholders, and only such shareholders as shall be shareholders of record on
the date so fixed, shall be entitled to such notice of, and to vote at, such
meeting and any adjournment thereof, or to receive payment of such dividend or
to receive such allotment of rights or to exercise such rights or to give such
consent as the case may be, notwithstanding any transfer of any shares on the
books of the Company after any such record date fixed as aforesaid.
Unless the transfer of the Company shall have been closed or a date
shall have been fixed as a record date for the determination of its
shareholders entitled to vote, as hereinabove provided, no share of stock shall
be voted at any election for directors which shall have been transferred on the
books of the Company within twenty (20) days next preceding such election of
directors.
ARTICLE IX.
FISCAL YEAR.
The fiscal year of the Company shall end on June 30 unless and until
the Board of Directors shall otherwise determine.
ARTICLE X.
AMENDMENTS.
These By-Laws may be altered, repealed, or amended in any respect or
superseded by new By-Laws in whole or in part by the affirmative vote of the
holders of a majority of the shares entitled to vote thereon at any annual or
special meeting of the shareholders, if notice of the proposed alteration,
repeal, or amendment be contained in the notice of the meeting. These By-Laws
may also be amended by the affirmative vote of the majority of the directors
then comprising the Board of Directors.
8
<PAGE> 10
CERTIFICATE
I hereby certify that the foregiong is a true and correct copy
of the By-Laws of Harris Corporation as in effect on the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
seal of Harris Corporation this__________day of _____________, 19______.
___________________________________________
(Assisstant) Secretary of Harris Corporation
9
<PAGE> 1
EXHIBIT 11 - COMPUTATION OF NET INCOME PER SHARE
<TABLE>
<CAPTION>
Quarter Ended Three Quarters Ended
------------------------- ------------------------
March 31, March 31, March 31, March 31,
1996 1995 1996 1995
---------- ---------- ---------- ----------
(In millions except per share amounts)
<S> <C> <C> <C> <C>
Primary:
Average shares outstanding 38.9 39.0 39.0 39.2
===== ===== ===== =====
Net income $ 44.2 $ 38.0 $118.1 $101.6
====== ====== ====== ======
Net income per share - primary $ 1.14 $ .98 $ 3.03 $ 2.59
====== ====== ====== ======
Fully diluted:
Total primary average shares
outstanding 38.9 39.0 39.0 39.2
Dilutive stock options and employee
stock purchase plan shares - based
on treasury stock method using the
greater of quarter-end market price
or average market price .1 .1 .1 .1
----- ----- ----- -----
Average fully diluted shares
outstanding 39.0 39.1 39.1 39.3
====== ====== ====== ======
Net income per share - fully diluted $1.13 $ .97 $ 3.02 $ 2.58
====== ====== ====== ======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> MAR-31-1996
<CASH> 42,500
<SECURITIES> 22,000
<RECEIVABLES> 716,600
<ALLOWANCES> 32,700
<INVENTORY> 585,800
<CURRENT-ASSETS> 1,854,200
<PP&E> 1,929,900
<DEPRECIATION> 1,268,500
<TOTAL-ASSETS> 3,070,200
<CURRENT-LIABILITIES> 1,098,000
<BONDS> 588,300
<COMMON> 38,800
0
0
<OTHER-SE> 1,287,600
<TOTAL-LIABILITY-AND-EQUITY> 3,070,200
<SALES> 2,609,200
<TOTAL-REVENUES> 2,640,500
<CGS> 1,738,300
<TOTAL-COSTS> 663,600
<OTHER-EXPENSES> 7,400
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 49,500
<INCOME-PRETAX> 181,700
<INCOME-TAX> 63,600
<INCOME-CONTINUING> 118,100
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 118,100
<EPS-PRIMARY> 3.03
<EPS-DILUTED> 3.03
</TABLE>
