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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest
event reported): September 26, 1997
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HARRIS CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware 1-3863 34-0276860
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
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1025 West NASA Blvd., Melbourne, Florida 32919
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 727-9100
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No Change
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(Former name or former address, if changed since last report.)
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Items 1-4. Not Applicable.
Item 5. Other Events.
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As previously announced, on August 23, 1997, the Board of
Directors of Harris Corporation (the "Company") declared a two-for-one stock
split to be effected by a 100% stock dividend to be distributed on September 26,
1997 (the "Distribution Date") to shareholders of record of the Company's Common
Stock, $1.00 par value ("Common Stock"), as of the close of business on
September 4, 1997. In connection therewith, on the Distribution Date, the
Company issued an additional 39,886,897 shares of Common Stock thereby
increasing its issued shares to approximately 79,786,457.
In accordance with the Stockholder Protection Rights Agreement, dated
as of December 6, 1996, (the "Rights Agreement"), between the Company and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent, each share of
outstanding Common Stock (including the shares issued in the stock split) will
continue to be accompanied by one preferred stock purchase right (a "Right"). To
reflect the stock split, effective on the Distribution Date, the exercise price
of a Right was reduced from $250 per Right to $125 per Right. The Rights
Agreement was filed as Exhibit 1 to the Registrant's Registration Statement on
Form 8-A filed with the Securities and Exchange Commission on December 6, 1996.
Reference is made to the Rights Agreement for a more complete description of the
terms of the Rights.
Item 6. Not Applicable.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
99. Letter from the Chairman of the Board of the
Registrant to Shareholders, dated September 26, 1997.
Items 8-9. Not Applicable.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
HARRIS CORPORATION
By: /s/ Bryan R. Roub
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Name: Bryan R. Roub
Title: Senior Vice President &
Chief Financial Officer
Date: September 29, 1997
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EXHIBIT INDEX
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EXHIBIT NO.
UNDER REG. FORM 8-K
S-K, ITEM 601 EXHIBIT NO. DESCRIPTION
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99 1 Letter from the Chairman of the Board of the
Registrant to Shareholders, dated September 26,
1997.
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EXHIBIT 99
[HARRIS LOGO] September 26, 1997
Dear Harris Stockholder:
Fiscal 1997 was a record year for Harris - representing the sixth
straight year of double-digit earnings growth. We are pleased to share the
improved performance through a recently declared stock split and dividend
increase.
Stock Split
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As previously announced, on August 23, 1997, the Harris Board of
Directors declared a two-for-one stock split in the form of a 100% tax-free
stock dividend on our outstanding common stock. The stock split is being
effected by the distribution, today, of one additional share of common stock,
$1.00 par value per share, of the Company for each share of common stock held by
shareholders of record at the close of business on September 4, 1997.
As a result of this stock split, enclosed with this letter is a new
stock certificate for one share of common stock for each share you held as of
the September 4, 1997 record date. DO NOT DESTROY OR RETURN FOR EXCHANGE STOCK
CERTIFICATES YOU CURRENTLY HOLD. The shares represented by your current
certificate(s) will continue to represent the same number of shares as shown on
the face thereof.
We suggest that you keep all your stock certificates in a secure place,
such as a safety deposit box.
Dividend Reinvestment Plan
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If you participate in the Harris Dividend Reinvestment Plan ("DRIP"),
your DRIP account has been credited today with one additional share for each
share of Harris common stock held in your DRIP account on the record date. YOU
WILL NOT RECEIVE A STOCK CERTIFICATE FOR SHARES HELD IN THE DRIP.
Federal Income Tax Consequences
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The Company has been advised by counsel that receipt of the additional
shares as a result of this stock split will NOT constitute taxable income or
result in any taxable gain or loss for U.S. federal income tax purposes.
However, after the stock split, the cost basis of each share of Harris common
stock you owned before the split will be one-half of the basis of that share
before the split. The remaining basis will be allocated to the additional share
received. The additional shares received pursuant to the split are deemed, for
tax purposes, to have been
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acquired at the same time as the previously held stock in respect of which the
additional shares were issued. For additional information and advice about the
tax effect of the split, we suggest you consult with your attorney, tax advisor
or financial consultant.
Annual Meeting Voting
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The number of shares you are entitled to vote at the Harris 1997 Annual
Meeting of Shareholders to be held on October 24, 1997 are those you held as of
the August 29, 1997 voting record date. SHARES RECEIVED AS A RESULT OF THE STOCK
SPLIT WILL NOT BE ENTITLED TO BE VOTED AT THE MEETING.
Stockholder Rights Agreement
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In accordance with the Stockholder Protection Rights Agreement, dated
as of December 6, 1996, between the Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, each share of outstanding common stock
(including the shares issued in the stock split) will continue to be accompanied
by one preferred stock purchase right (a "Right"). THE RIGHT ONLY BECOMES
EXERCISABLE IN THE EVENT OF A "CHANGE IN CONTROL" OF THE CORPORATION AS DEFINED
IN THE AGREEMENT. To reflect the stock split, effective September 26, 1997, the
exercise price of a Right will be reduced from $250 per Right to $125 per Right.
A more complete description of the terms of the Agreement and the Rights, as
adjusted to date, has been filed with the Rights Agent and is available upon
request to the Company.
Dividend Increase
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In addition to the stock split, the Harris Board of Directors also
increased the quarterly dividend by 16% from $0.38 to $0.44 per share of common
stock on a pre-split basis, and to $0.22 per share on an after-split basis. This
will increase the indicated annual dividend from $1.52 to $1.76 per share on a
pre-split basis and from $0.76 to $0.88 per share on an after-split basis.
We at Harris remain committed to shareholder value creation. The
decision to split the stock and raise the dividend reflects continued strong
performance and our confidence in the future.
/s/ Phillip W. Farmer
Phillip W. Farmer
Chairman of the Board, President
and Chief Executive Officer
