<PAGE> 1
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-03111
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 8, 1996)
[Harris Logo]
$150,000,000
Harris Corporation
6.35% DEBENTURES DUE FEBRUARY 1, 2028
------------------------
Interest payable February 1 and August 1
------------------------
THE DEBENTURES WILL MATURE ON FEBRUARY 1, 2028. THE DEBENTURES WILL BE
REDEEMABLE, IN WHOLE OR IN PART, AT THE OPTION OF HARRIS CORPORATION ("HARRIS"
OR THE "COMPANY") AT ANY TIME ON OR AFTER FEBRUARY 2, 2008 AT A REDEMPTION PRICE
SET FORTH HEREIN UNDER "DESCRIPTION OF THE DEBENTURES--OPTIONAL REDEMPTION." THE
DEBENTURES WILL ALSO BE REDEEMABLE AT THE OPTION OF THE HOLDERS THEREOF ON
FEBRUARY 1, 2008 AT 100% OF THEIR PRINCIPAL AMOUNT PLUS ACCRUED INTEREST. THE
DEBENTURES WILL BE REPRESENTED BY A GLOBAL SECURITY REGISTERED IN THE NAME OF
THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") OR ITS NOMINEE. BENEFICIAL
INTERESTS IN THE GLOBAL SECURITY WILL BE SHOWN ON, AND TRANSFERS THEREOF WILL BE
EFFECTED THROUGH, RECORDS MAINTAINED BY THE DEPOSITARY OR ITS PARTICIPANTS.
EXCEPT AS DESCRIBED HEREIN, DEBENTURES IN DEFINITIVE FORM WILL NOT BE ISSUED.
SEE "DESCRIPTION OF THE DEBENTURES."
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
PRICE 99.925% AND ACCRUED INTEREST
------------------------
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) COMPANY(1)(3)
------------- ------------- -------------
<S> <C> <C> <C>
Per Debenture...................... 99.925% 0.650% 99.275%
Total.............................. $149,887,500 $975,000 $148,912,500
</TABLE>
- ------------
(1) Plus accrued interest from February 1, 1998.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(3) Before deduction of estimated expenses of $150,000 payable by the
Company.
------------------------
The Debentures are offered, subject to prior sale, when, as and if accepted
by the Underwriters and subject to approval of certain legal matters by Brown &
Wood LLP, counsel for the Underwriters. It is expected that delivery of the
Debentures will be made on or about February 10, 1998, through the book-entry
facilities of the Depositary, against payment therefor in immediately available
funds.
------------------------
MORGAN STANLEY DEAN WITTER SALOMON SMITH BARNEY
February 5, 1998
<PAGE> 2
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER OR DEALER. THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED
HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN
OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT
AND THE ACCOMPANYING PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN OR THEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THEREOF OR THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.
------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
The Company........................................................................... S-3
Use of Proceeds....................................................................... S-3
Ratio of Earnings to Fixed Charges.................................................... S-4
Description of the Debentures......................................................... S-4
Underwriting.......................................................................... S-7
Legal Matters......................................................................... S-8
</TABLE>
PROSPECTUS
<TABLE>
<S> <C>
Available Information................................................................. 2
Incorporation of Certain Documents by Reference....................................... 2
The Company........................................................................... 3
Use of Proceeds....................................................................... 3
Ratio of Earnings to Fixed Charges.................................................... 3
Description of Debt Securities........................................................ 4
Plan of Distribution.................................................................. 9
Legal Matters......................................................................... 10
Experts............................................................................... 10
</TABLE>
------------------------
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE DEBENTURES.
SPECIFICALLY, THE UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THE OFFERING,
AND MAY BID FOR, AND PURCHASE, THE DEBENTURES IN THE OPEN MARKET. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
------------------------
S-2
<PAGE> 3
THE COMPANY
Harris, along with its subsidiaries, is a worldwide company focused on four
core businesses: communications, semiconductors, office systems and equipment,
and advanced electronic systems. The executive offices of the Company are
located at 1025 West NASA Boulevard, Melbourne, Florida 32919 and the telephone
number is (407) 727-9100.
The Company's four core businesses are carried out through three business
sectors and a subsidiary, which correspond to the Company's business segments
used for financial reporting purposes: Communications Sector, Semiconductor
Sector, Lanier Worldwide, Inc. and Electronic Systems Sector. Harris structures
its operations primarily around the markets it serves. The operating divisions
within each of the sectors and the subsidiary, which are the basic operating
units, have been organized on the basis of technology and markets. For the most
part, each operating division has its own marketing, engineering, manufacturing
and service organization.
The markets served and principal products of the Company's three business
sectors and Lanier Worldwide, Inc. are as follows:
COMMUNICATIONS SECTOR: produces a comprehensive line of communications
equipment and systems for broadcast, radio-communication, telecommunication, and
network systems, including: transmitters and studio equipment for analog
television and digital television (formerly HDTV); analog and digital AM and FM
radio, HF, VHF and UHF radio-communication equipment; air traffic communication
systems; microwave radios and transmission equipment; digital telephone
switches; telephone subscriber-loop and test systems equipment; office wireless
systems; and in-building paging equipment.
SEMICONDUCTOR SECTOR: produces standard, custom and semi-custom integrated
circuits and discrete devices for analog, digital, mixed-signal, and power
control and protection applications. These products are used in signal
processing, data-acquisition, and logic applications for automotive systems,
wireless communications, telecommunications line cards, video and imaging
systems, industrial equipment, computer peripherals, and military and aerospace
systems.
LANIER WORLDWIDE, INC.: markets, sells, distributes, services, supports and
provides supplies for copying systems, facsimile systems and networks, dictation
systems, multi-function devices, optical-based electronic image management
systems, document productivity solutions, continuous recording systems and
computer-based healthcare information management systems and provides a variety
of outsourcing services including transcription, systems integration,
reprographics, binding and mailroom management.
ELECTRONIC SYSTEMS SECTOR: engages in the design, development and
production of state-of-the-art electronic, communication and information systems
for defense, air traffic, aerospace, telecommunications, law enforcement and
newspaper composition markets. Applications of the sector's technologies include
advanced avionics systems, terrestrial and satellite communication terminals and
networks, global positioning system-based controls systems, signal and image
processing, weather support systems, civil and military air traffic control
systems and integrated airport communication and management systems.
USE OF PROCEEDS
The net proceeds from the sale of the Debentures offered hereby will be
used for general corporate purposes, including the repayment of existing
indebtedness and additions to working capital.
S-3
<PAGE> 4
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Company for the periods indicated.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED TWO QUARTERS ENDED
- --------------------------------------------------------------------------------- ------------------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30, JUNE 27, DEC. 31, JAN. 2,
1993 1994 1995 1996 1997 1996 1998
- ------------- ------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
3.17 3.56 3.88 4.41 4.48 3.85 3.92
</TABLE>
For purposes of computing the ratio of earnings to fixed charges, earnings
are divided by fixed charges. Earnings represent the sum of income from
continuing operations before income taxes for the Company and its subsidiaries
plus fixed charges, minus interest capitalized, plus amortization of interest
capitalized. Fixed charges represent interest expense of the Company and its
subsidiaries (including interest capitalized) plus one-third (the portion deemed
representative of the interest factor) of rents.
DESCRIPTION OF THE DEBENTURES
The Debentures, which are a series of Debt Securities described in the
accompanying Prospectus, will be limited to $150,000,000 aggregate principal
amount and will mature on February 1, 2028. The Debentures will be unsecured
obligations of the Company and will rank without preference or priority among
themselves and PARI PASSU with all other existing and future unsecured and
unsubordinated indebtedness of the Company. The following description of the
particular terms of the Debentures supplements, and to the extent inconsistent
therewith replaces, the description of the general terms and provisions of the
Debt Securities set forth in the accompanying Prospectus. Reference should be
made to the accompanying Prospectus for a detailed summary of additional
provisions of the Debentures and of the Indenture between the Company and
Chemical Bank (now known as The Chase Manhattan Bank) (the "Trustee"), dated as
of May 1, 1996 (the "Indenture"), under which the Debentures are to be issued.
Whenever a defined term is referred to and not herein defined, the definition
thereof is contained in the accompanying Prospectus or in the Indenture referred
to therein.
OPTIONAL REDEMPTION
REDEMPTION AT THE OPTION OF THE COMPANY.
The Debentures will be redeemable as a whole or in part, at the option of
the Company at any time on or after February 2, 2008, at a redemption price
equal to the greater of (i) 100% of the principal amount of the Debentures to be
redeemed and (ii) the sum of the present values of the Remaining Scheduled
Payments (as hereinafter defined) thereon discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 10 basis points, plus in either case accrued interest
on the principal amount being redeemed to the date of redemption.
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Debentures that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Debentures. "Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any redemption date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day, (A) the average
of the Reference Treasury
S-4
<PAGE> 5
Dealer Quotations for such redemption date, or (B) if the Trustee obtains fewer
than two such Reference Treasury Dealer Quotations, the remaining Reference
Treasury Dealer Quotation. "Reference Treasury Dealer Quotations" means, with
respect to each Reference Treasury Dealer and any redemption date, the average,
as determined by the Trustee, of the bid and asked prices of the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
on the third business day preceding such redemption date.
"Reference Treasury Dealer" means each of Morgan Stanley & Co. Incorporated
and Salomon Brothers Inc, and their respective successors; PROVIDED, HOWEVER,
that if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), the Company
shall substitute therefor another Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to the Debentures, the
remaining scheduled payments of the principal thereof to be redeemed and
interest thereon that would be due after the related redemption date but for
such redemption; PROVIDED, HOWEVER, that, if such redemption date is not an
interest payment date with respect to such Debentures, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such redemption date.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of Debentures to be redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the Debentures or
portions thereof called for redemption.
REDEMPTION AT THE OPTION OF THE HOLDERS.
The Debentures will be redeemable on February 1, 2008, at the option of the
holders thereof, at 100% of their principal amount, together with interest
payable to the date of redemption. Less than the entire principal amount of any
Debenture may be redeemed, PROVIDED the principal amount which is to be redeemed
is equal to $1,000 or an integral multiple of $1,000.
DTC or its nominee, as registered holder of the Debentures, will be
entitled to tender the Debentures on February 1, 2008 for repayment. During the
period from and including December 1, 2007 to and including January 2, 2008, DTC
will receive instructions from its participants (acting on behalf of owners of
beneficial interests in the Debentures) to tender the Debentures for repayment
under DTC's procedures. Such tenders for repayment will be made by DTC, PROVIDED
that DTC receives instructions from tendering participants by Noon on January 2,
2008. DTC will notify the Trustee by the close of business on January 2, 2008 as
to the aggregate principal amount of the Debentures, if any, for which DTC shall
have received instructions to tender for repayment. OWNERS OF BENEFICIAL
INTERESTS IN THE DEBENTURES WHO WISH TO EFFECTUATE THE TENDER AND REPAYMENT OF
SUCH DEBENTURES MUST INSTRUCT THEIR RESPECTIVE DTC PARTICIPANT OR PARTICIPANTS A
REASONABLE PERIOD OF TIME IN ADVANCE OF JANUARY 2, 2008.
If at any time the use of a book-entry only system through DTC (or any
successor securities depositary) is discontinued with respect to the Debentures,
tenders for repayment of any Debentures on February 1, 2008 shall be made
according to the following procedures. The Company must receive at the principal
office of the Trustee, during the period from and including December 1, 2007 to
and including January 2, 2008: (i) the Debenture with the form entitled "Option
to Elect Repayment" on the reverse of the Debenture duly completed; or (ii)(x) a
telegram, facsimile transmission or letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc., or
a commercial bank or a trust company in the United States of America, setting
forth the name of registered holder of the Debenture, the principal amount of
the Debenture, the amount of the Debenture to be repaid, a statement that the
option to elect repayment is being exercised thereby and a guarantee that the
Debenture to be repaid with the form entitled "Option to Elect Repayment" on the
reverse of the Debenture duly completed will be received by the Company not
later than five business days after the date of such telegram, facsimile
transmission or letter; and (y) such Debenture and form duly completed are
received by the Company by such fifth business day. Any such notice received by
the Company during the period from and including December 1, 2007 to and
including
S-5
<PAGE> 6
January 2, 2008 shall be irrevocable. All questions as to the validity,
eligibility (including time of receipt) and the acceptance of any Debenture for
repayment will be determined by the Company, whose determination will be final
and binding.
For all purposes of this section, if January 2, 2008 is not a business day,
it shall be deemed to refer to the next succeeding business day.
INTEREST
Except as otherwise provided in the Indenture, the Debentures will bear
interest from February 1, 1998 at the annual rate set forth on the cover page of
this Prospectus Supplement, payable semi-annually in arrears on February 1 and
August 1 of each year (each, an "Interest Payment Date"), beginning August 1,
1998, to the persons in whose names the Debentures are registered on the
immediately preceding January 16 and July 16, respectively, whether or not such
day is a business day; PROVIDED, HOWEVER, that interest payable on the maturity
date or date of earlier redemption or repayment of the Debentures will be
payable to the person to whom the principal shall be payable.
Interest will be computed on the basis of a 360-day year consisting of
twelve 30-day months. If an Interest Payment Date or the maturity date falls on
a day which is not a business day, the related payment of principal and interest
will be made on the next succeeding business day with the same force and effect
as if made on the date such payment was due and no interest will accrue on the
amount so payable for the period from and after such Interest Payment Date or
maturity date, as the case may be.
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.
TRUSTEE
The Trustee for the Debentures is The Chase Manhattan Bank, New York, New
York.
BOOK-ENTRY SYSTEM
The Debentures initially will be represented by one or more global
securities (the "Global Securities") deposited with The Depository Trust Company
("DTC") and registered in the name of a nominee of DTC. Except as set forth
below, the Debentures will be available for purchase in denominations of $1,000
and integral multiples thereof in book-entry form only. The term "Depositary"
refers to DTC or any successor depositary.
DTC has advised the Company and Morgan Stanley & Co. Incorporated and
Salomon Brothers Inc (the "Underwriters") as follows: DTC is a limited-purpose
trust company organized under the laws of the State of New York, a "banking
organization" within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC was created to hold
securities of its participating organizations ("DTC Participants") and to
facilitate the clearance and settlement of securities transactions between DTC
Participants through electronic book-entry changes in accounts of the DTC
Participants, thereby eliminating the need for physical movement of
certificates. DTC Participants include securities brokers and dealers (including
the Underwriters), brokers, banks, trust companies and clearing corporations and
may include certain other organizations. Indirect access to the DTC system is
also available to others, such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a DTC Participant,
either directly or indirectly ("Indirect DTC Participants").
Unless and until the Global Securities are exchanged in whole or in part
for individual certificates evidencing the Debentures represented thereby, such
Global Securities may not be transferred except as a whole by the Depositary for
such Global Securities to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by the
Depositary or any nominee of such Depositary to a successor Depositary or any
nominee of such successor Depositary.
S-6
<PAGE> 7
Neither the Company, the Trustee, any paying agent nor the registrar for
the Debentures will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the Debentures represented by such Global Securities or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
Settlement for the Debentures will be made by the Underwriters in
immediately available or same-day funds. Secondary trading on long term-debt
securities of corporate issuers is generally settled in clearinghouse or
next-day funds. In contrast, the Debentures will trade in the Depositary's
Same-Day Funds Settlement System until maturity, and secondary market trading
activity in the Debentures will therefore be required by the Depositary to
settle in same-day funds. No assurance can be given as to the effect, if any, of
settlement in same-day funds on trading activity in the Debentures.
OPTIONAL REPURCHASE; RESTRICTIONS ON CERTAIN TYPES OF DEBT
The Company may purchase Debentures at any price in the open market or
otherwise. Debentures so purchased by the Company may, at the discretion of the
Company, be held or resold or surrendered to the Trustee for cancellation.
The provisions of the Indenture described in the Prospectus under
"Description of Debt Securities -- Certain Restrictions -- Limitations on Liens"
and "-- Limitations on Sales and Leasebacks" restrict the ability of the Company
to incur debt secured by Principal Properties or shares of stock or indebtedness
of Restricted Subsidiaries and to engage in sale and leaseback transactions
involving Principal Properties. As described in the Prospectus under
"Description of Debt Securities -- Certain Restrictions -- Certain Definitions",
a Principal Property is defined in the Indenture as any manufacturing plant
located within the United States, except for any plant that, in the opinion of
the Board of Directors of the Company, is not of material importance to the
business conducted by the Company and its subsidiaries taken as a whole, and a
"Restricted Subsidiary" is a subsidiary that owns or leases a Principal
Property.
These covenants give the Board of Directors of the Company some discretion
to exclude from the term "Principal Property" properties that are not of
material importance to the Company and its subsidiaries taken as a whole, but
the Board of Directors has no ability to waive the applicability of these
covenants. However, because these covenants do not restrict the ability of the
Company to incur unsecured debt, such covenants would not necessarily either
impede a change in control of the Company or afford holders of the Debentures
protection in the event of a highly leveraged or other transaction involving the
Company that might adversely affect holders of the Debentures.
UNDERWRITING
Subject to the terms and conditions contained in an Underwriting Agreement
dated the date hereof, the Company has agreed to sell to each of the
Underwriters named below, severally, and each of the Underwriters has severally
agreed to purchase, the respective principal amount of Debentures set forth
below.
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
NAME DEBENTURES
--------------------------------------------------------------------- ------------
<S> <C>
Morgan Stanley & Co. Incorporated.................................... $ 75,000,000
Salomon Brothers Inc ................................................ 75,000,000
------------
Total...................................................... $150,000,000
===========
</TABLE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Debentures are subject to the
approval of certain legal matters by their counsel and to certain other
conditions. The Underwriters are committed to take and pay for all the
Debentures if any are taken.
The Underwriters initially propose to offer the Debentures directly to the
public at the public offering price set forth on the cover page of this
Prospectus Supplement and to certain dealers at such price less a concession not
in excess of 0.40% of the principal amount of the Debentures. The Underwriters
may allow,
S-7
<PAGE> 8
and such dealers may reallow, a concession not in excess of 0.25% of the
principal amount of the Debentures to certain other dealers. After the initial
public offering, the public offering price and such concessions may be changed
by the Underwriters.
In order to facilitate the offering of the Debentures, the Underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price of
the Debentures. Specifically, the Underwriters may overallot in connection with
the offering, creating a short position in the Debentures for their own account.
In addition, to cover overallotments or to stabilize the price of the
Debentures, the Underwriters may bid for, and purchase, the Debentures in the
open market. Finally, the Underwriters may reclaim selling concessions allowed
to any agent or dealer for distributing the Debentures in the offering if the
Underwriters repurchase previously distributed Debentures in transactions to
cover syndicate short positions, in stabilization transactions or otherwise. Any
of these activities may stabilize or maintain the market price of the Debentures
above independent market levels. The Underwriters are not required to engage in
these activities and may end any of these activities at any time.
The Company does not intend to apply for listing of the Debentures on a
national securities exchange. The Underwriters presently intend to make a market
in the Debentures in the secondary trading market. However, the Underwriters are
not obligated to make a market in the Debentures and any such market making may
be discontinued at any time at the sole discretion of the Underwriters. No
assurance can be given as to the liquidity of, or the trading markets for, the
Debentures.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
The Underwriters have from time to time performed various investment
banking services for the Company and its subsidiaries, for which compensation
has been received.
LEGAL MATTERS
The validity of the Debentures will be passed upon for the Company by
Crowell & Moring LLP, Washington, D.C. Certain legal matters relating to the
Debentures will be passed upon for the Underwriters by Brown & Wood LLP, New
York, New York. Certain matters will be passed upon for the Company by Richard
L. Ballantyne, Vice President, General Counsel and Secretary of the Company.
S-8
<PAGE> 9
PROSPECTUS
$250,000,000
Harris Corporation
DEBT SECURITIES LOGO
------------------
Harris Corporation ("Harris" or the "Company") may offer and issue from
time to time up to $250,000,000 aggregate initial public offering price of its
Debt Securities in one or more series. The Company will offer Debt Securities to
the public on terms to be determined by market conditions.
The accompanying Prospectus Supplement or the applicable Pricing Supplement
sets forth the specific designation, aggregate principal amount, purchase price,
maturity, interest rate (or manner of calculation thereof), time of payment of
interest (if any), listing (if any) on a securities exchange, and any other
specific terms of the Debt Securities, and the name of and compensation to each
dealer, underwriter or agent (if any) involved in the sale of Debt Securities.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------
The Debt Securities may be offered directly, through dealers, through
underwriters or through agents designated from time to time, as set forth in the
Prospectus Supplement. Net proceeds to the Company will be the purchase price in
the case of a purchaser or dealer, the public offering price less discount in
the case of an underwriter, or the purchase price less commission in the case of
an agent -- in each case, less other expenses attributable to issuance and
distribution. See "Plan of Distribution" for indemnification arrangements for
dealers, underwriters and agents.
This Prospectus may not be used to consummate sales of Debt Securities
unless accompanied by a Prospectus Supplement and applicable Pricing Supplement.
August 8, 1996
<PAGE> 10
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, THE PROSPECTUS SUPPLEMENT OR ANY
PRICING SUPPLEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY
UNDERWRITER, AGENT OR DEALER. NEITHER THE DELIVERY OF THIS PROSPECTUS AND THE
PROSPECTUS SUPPLEMENT ATTACHED HERETO (TOGETHER "THIS SUPPLEMENTED PROSPECTUS")
OR ANY PRICING SUPPLEMENT NOR ANY SALE MADE THEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF. THIS SUPPLEMENTED PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION TO BUY DEBT SECURITIES IN ANY
JURISDICTION TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
------------------
AVAILABLE INFORMATION
Harris is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information concerning Harris can be inspected and copied
at Room 1024 of the Commission's office at 450 Fifth Street, N.W., Washington,
D.C. 20549, and the Commission's Regional Offices in New York (7 World Trade
Center, New York, New York 10048) and Chicago (500 West Madison Street, Chicago,
Illinois 60661). Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington. D.C.
20549, at prescribed rates. Reports, proxy material and other information
concerning Harris also may be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005. This Prospectus does
not contain all information set forth in the Registration Statement, of which
this Prospectus is a part, and Exhibits thereto which Harris has filed with the
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
and to which reference is hereby made.
------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended June 30, 1995,
Quarterly Reports on Form 10-Q for the quarters ended September 30, 1995,
December 31, 1995 and March 31, 1996, and Current Reports on Form 8-K dated
October 12, 1995, January 4, 1996, January 10, 1996, May 6, 1996 and July 23,
1996, which were filed by Harris (Commission File No. 1-3863) with the
Commission under the Exchange Act, are incorporated in this Prospectus by
reference.
All documents filed by Harris pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Debt Securities shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
of such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
Harris will provide without charge to any person receiving a copy of this
Prospectus, including any beneficial owner, upon oral or written request, a copy
of any and all of the documents incorporated by reference herein, except for the
exhibits to such documents which are not specifically incorporated by reference
into such documents. Requests should be directed to Richard L. Ballantyne,
Secretary, Harris Corporation, 1025 W. NASA Boulevard, Melbourne, Florida 32919
(407) 727-9100.
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<PAGE> 11
THE COMPANY
Harris, along with its subsidiaries, is a worldwide company focused on four
major core businesses: advanced electronic systems, semiconductors,
communications and an office equipment distribution network. The executive
offices of the Company are located at 1025 W. NASA Boulevard, Melbourne, Florida
32919, and the telephone number is (407) 727-9100.
The Company's operations are carried out through three operating sectors
and a subsidiary, which correspond to its business segments used for financial
reporting purposes: Electronic Systems, Semiconductor, Communications and Lanier
Worldwide, Inc. Harris structures its operations primarily around the markets it
serves. Its operating divisions, which are the basic operating units, have been
organized on the basis of technology and markets. For the most part, each
operating division has its own marketing, engineering, manufacturing and service
organizations.
The Electronic Systems sector of Harris is engaged in advanced research,
development, design and production of high technology systems for government
agencies and commercial organizations in the United States and overseas.
Applications of the sector's state-of-the-art technologies include avionics and
space systems, support equipment, C(3)I (Command, Control, Communication and
Intelligence), energy management, newspaper composition, real-time and
high-performance computing and design automation.
The Semiconductor sector of the Company produces standard, semicustom and
custom integrated circuits and discrete devices based on complementary metal
oxide semiconductor (CMOS), bipolar, dielectric isolation, gallium arsenide
(GaAs) and radiation hardening technologies. These products are focused on
signal processing and control segments of the worldwide semiconductor market
that demand the highest levels of performance in terms of speed, precision,
low-power consumption and reliability in harsh environments.
The Communications sector of the Company produces a comprehensive line of
communications equipment and systems, including microwave, lightwave, two-way
radio, broadcast radio and television systems, digital telephone switches,
satellite systems, auxiliary telecommunication products and turnkey
communication systems.
Lanier Worldwide, Inc., is a wholly-owned subsidiary of Harris which
markets, sells and services office equipment and business communication products
on a global basis. Lanier Worldwide is among the industry's largest (measured by
sales) independent distributors of copying systems, facsimile units, laser
printers and presentation and document systems. Through its Voice Products
Division, Lanier Worldwide is a market leader in dictation equipment ranging
from pocket-size units to large-capacity analog and digital systems. Lanier
Worldwide is also a leading supplier of business telephone systems, private
branch exchanges and continuous-recording systems for monitoring and logging
two-way voice communications.
USE OF PROCEEDS
Unless otherwise specified in the Prospectus Supplement or the applicable
Pricing Supplement, the net proceeds from the sale of the Debt Securities
offered hereby will be used for general corporate purposes, including the
repayment of existing indebtedness and additions to working capital. The Company
may raise additional funds from time to time through equity or debt financings.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Company for the periods indicated.
<TABLE>
<CAPTION>
NINE MONTHS ENDED MARCH 31
FISCAL YEAR ENDED JUNE 30
----------------------------------------------------------------------- --------------------------
1991 1992 1993 1994 1995 1995 1996
----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1.11 2.47 3.17 3.56 3.88 3.57 3.90
</TABLE>
For purposes of computing the ratio of earnings to fixed charges, earnings
are divided by fixed charges. Earnings represent the sum of income from
continuing operations before income taxes for the Company and its subsidiaries
plus fixed charges, minus interest capitalized, plus amortization of interest
capitalized. Fixed
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<PAGE> 12
charges represent interest expense of the Company and its subsidiaries
(including interest capitalized) plus one-third (the proportion deemed
representative of the interest factor) of rents.
DESCRIPTION OF DEBT SECURITIES
The statements under this caption relating to the Debt Securities and the
Indenture are summaries and do not purport to be complete. Such summaries use
terms defined in, and are qualified in their entirety by reference to, the Debt
Securities and the Indenture and the cited provisions thereof. All references to
"Section" or "Article" in this "Description of Debt Securities" are to the
applicable Section or Article of the Indenture. A copy of the Indenture is filed
as an exhibit to the Registration Statement of which this Prospectus is a part.
GENERAL
The Debt Securities will be issued under an Indenture dated as of May 1,
1996 (the "Indenture") between the Company and Chemical Bank (now known as The
Chase Manhattan Bank) (the "Trustee"). The Indenture authorizes the issuance by
the Company from time to time of Debt Securities in one or more series. The
Indenture does not limit the amount of Debt Securities which may be issued
thereunder, and provides that the specific terms of any series of Debt
Securities shall be set forth in, or determined pursuant to, an authorizing
resolution of the Board of Directors of the Company or in a supplemental
indenture relating to such series. The Debt Securities will be unsecured
obligations of the Company and will rank pari passu with all other unsecured and
unsubordinated obligations of the Company. The Debt Securities will be a new
issue of securities with no established trading market. No assurance can be
given as to the liquidity of the trading market for the Debt Securities.
Reference is made to the Prospectus Supplement or applicable Pricing
Supplement for the following terms of the Debt Securities ("Offered Debt
Securities") in respect of which this Prospectus is being delivered (to the
extent such terms are applicable to such Debt Securities): (i) designation,
aggregate principal amount and purchase price; (ii) date of maturity; (iii)
interest rate or rates (or method by which such rate or rates will be
determined), if any; (iv) the dates on which any such interest will be payable;
(v) the place or places where the principal of and interest, if any, on the
Offered Debt Securities will be payable; (vi) any redemption or sinking fund
provisions; (vii) whether the Offered Debt Securities are to be issued in the
form of one or more global securities and, if so and different from the
depositary identified below, the identity of a depositary for such global
securities; and (viii) any other specific terms of the Offered Debt Securities.
The Prospectus Supplement or Pricing Supplement relating to each series of
Debt Securities will indicate either that Debt Securities of such series cannot
be redeemed prior to maturity or that such Debt Securities will be redeemable at
the option of the Company, at the option of the holder or both, on or after a
specified date or dates prior to maturity on terms set forth therein. Except as
set forth in the applicable Prospectus Supplement or Pricing Supplement, the
Debt Securities will not be subject to any sinking fund.
The Company may purchase Debt Securities at any price in the open market or
otherwise. Debt Securities so purchased by the Company may, at the discretion of
the Company, be held or resold or surrendered to the Trustee for cancellation or
in satisfaction of any redemption requirements.
Debt Securities will bear interest at a fixed rate or a floating rate. Debt
Securities bearing no interest or interest at a rate which, at the time of
issuance, is below the prevailing market rate will be sold at a substantial
discount below their stated principal amount. Special United States federal
income tax considerations applicable to any such discounted Debt Securities or
to certain Debt Securities issued at par which are treated as having been issued
at a discount for United States federal income tax purposes are described in the
relevant Prospectus Supplement.
Debt Securities will be issued only in fully registered form and will be
represented either by Debt Securities issued in definitive form or by one or
more Global Securities registered in the name of a depositary or its nominee
(see "Global Securities" below). In the case of Debt Securities issued in
definitive form, the
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<PAGE> 13
applicable Prospectus Supplement or Pricing Supplement will specify the manner
of payment of principal and interest thereon and the place or places where the
Debt Securities may be presented for exchange or transfer.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in the form of one or more
fully registered global securities (each a "Global Security") that will be
deposited with The Depository Trust Company (the "Depositary"), or with a
nominee for the Depositary. In such case, one or more Global Securities will be
issued in a denomination or aggregate denominations equal to the portion of the
aggregate principal amount of outstanding Debt Securities of the series to be
represented by such Global Security or Securities. Unless and until it is
exchanged in whole or in part for Debt Securities in definitive registered form,
a Global Security may not be transferred except as a whole by the Depositary to
a nominee of the Depositary or by a nominee of the Depositary to the Depositary
or to another nominee of the Depositary or by the Depositary or any such nominee
to a successor of the Depositary or a nominee of such successor.
The Depositary has advised the Company that it is a limited-purpose trust
company organized under the laws of the State of New York, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the
Uniform Commercial Code and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. The Depositary was created to
hold securities for persons that have accounts with the Depositary
("participants") and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the need
for physical movement of securities certificates. The Depositary's participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations, some of whom (and/or their
representatives) own the Depositary. Access to the Depositary's book-entry
system is also available to others, such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly. Persons who are not participants may
beneficially own securities held by the Depositary only through participants.
Upon the issuance of a Global Security, the Depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Debt Securities represented by such Global Security to the accounts of
participants. The accounts to be credited shall be designated by any
underwriters or agents participating in the distribution of such Debt
Securities, or by the Company if such Debt Securities are offered and sold
directly by the Company. Ownership of beneficial interests in a Global Security
will be limited to participants or persons that may hold interests through
participants. Ownership of beneficial interests in such Global Security will be
shown on, and the transfer of such ownership will be effected only through,
records maintained by the Depositary or its nominee (with respect to beneficial
interests of participants) or by participants or persons that hold through
participants (with respect to beneficial interests of beneficial owners). The
laws of some states require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to transfer beneficial interests in a Global Security.
So long as the Depositary or its nominee is the registered owner of a
Global Security, the Depositary or such nominee, as the case may be, will be
considered the sole owner or holder of the Debt Securities represented by such
Global Security for all purposes under the Indenture. Except as set forth below,
owners of beneficial interests in a Global Security will not be entitled to have
the Debt Securities represented by such Global Security registered in their
names, will not receive or be entitled to receive physical delivery of such Debt
Securities in definitive form and will not be considered the owners or holders
thereof under the Indenture.
Principal, premium, if any, and interest payments on Debt Securities
represented by a Global Security registered in the name of the Depositary or its
nominee will be made to the Depositary or its nominee, as the case may be, as
the registered owner of such Global Security. None of the Company, the Trustee,
any paying agent or any security registrar for such Debt Securities will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in such Global
Security, or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
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<PAGE> 14
The Company expects that the Depositary or its nominee, upon receipt of any
payment of principal, premium, if any, or interest in respect of a Global
Security, will immediately credit participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of such Global Security as shown on the records of the Depositary or its
nominee. The Company also expects that payments by participants to owners of
beneficial interests in a Global Security held through such participants will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in "street names," and will
be the responsibility of such participants.
If the Depositary is at any time unwilling, unable or ineligible to
continue as depositary and a successor depositary is not appointed by the
Company within ninety days, the Company will issue Debt Securities of any series
then represented by one or more Global Securities in definitive form in exchange
for such Global Security or Securities. In addition, the Company may at any time
and in its sole discretion determine not to have the Debt Securities of a series
represented by one or more Global Securities and, in such event, will issue Debt
Securities of such series in definitive form in exchange for the Global Security
or Securities representing such Debt Securities. Further, if the Company so
specifies with respect to the Debt Securities of a series, an owner of a
beneficial interest in a Global Security representing such Debt Securities may,
on terms acceptable to the Company and the Depositary for such Global Security,
receive such Debt Securities in definitive form. In any such instance, an owner
of a beneficial interest in such a Global Security will be entitled to have Debt
Securities equal in principal amount to such beneficial interest registered in
its name and will be entitled to physical delivery of such Debt Securities in
definitive form. Debt Securities so issued in definitive form will, except as
set forth in the applicable Prospectus Supplement, be issued in denominations of
$1,000 and any integral multiple of $1,000 in excess thereof and will be issued
in registered form only, without coupons.
CERTAIN RESTRICTIONS
The restrictions summarized below apply to the Offered Debt Securities
unless the Prospectus Supplement provides otherwise. Certain terms used in the
following description of such restrictions are defined under "Certain
Definitions" below. The following description does not purport to be complete
and is qualified in its entirety by reference to the Indenture.
Limitations on Liens
The Indenture provides that the Company and its Restricted Subsidiaries
will not create, incur, assume or suffer to exist any mortgage, pledge or other
lien or encumbrance of or upon any Principal Property or any shares of capital
stock or indebtedness of any Restricted Subsidiary, whether now owned or
hereafter acquired, if after giving effect thereto (but not to certain permitted
liens) the aggregate principal amount of indebtedness secured by mortgages,
pledges, liens or other encumbrances would be in excess of 5% of the Company's
Consolidated Net Worth (as defined in the Indenture) unless the Debt Securities
then outstanding will be secured by such mortgage, pledge, lien or encumbrance
equally and ratably with (or prior to) any and all obligations, indebtedness or
claims secured by such mortgage, pledge, lien or encumbrance; except that the
Company and its Restricted Subsidiaries may incur certain liens and encumbrances
described in the Indenture without so securing the Debt Securities. Among such
permitted liens are (i) purchase money mortgages, including conditional sales
and other title retention agreements; (ii) liens securing certain construction
and improvement loans; (iii) liens in connection with government contracts; (iv)
liens securing indebtedness of a Restricted Subsidiary outstanding at the time
it became a Subsidiary; and (v) certain liens in favor of an instrumentality of
the United States or any State or any political subdivision thereof to secure
indebtedness incurred to finance the acquisition, construction or improvement of
the property subject to the lien. (Section 5.11)
Limitations on Sales and Leasebacks
The Indenture provides that the Company and its Restricted Subsidiaries
will not sell or transfer any Principal Property with the intention of entering
into a lease of such facility for a term of more than three years, unless the
Attributable Debt in respect of all such sales and leasebacks involving
Principal Properties shall not exceed 5% of Consolidated Net Worth, or unless
the net proceeds of such sale are applied to the redemption of Debt Securities
or the reduction of other Funded Debt in an aggregate principal amount (or, in
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<PAGE> 15
the case of an Original Issue Discount Security, such portion of the principal
as would have been payable if such Securities had been accelerated to such date)
equal to such net proceeds, or unless the Company applies such net proceeds to
the purchase of properties, facilities or equipment to be used for operating
purposes. (Section 5.10)
Consolidation, Merger or Sale of Assets
The Company covenants in the Indenture that it will not consolidate or
merge with or into any other corporation, or sell or transfer all or
substantially all of its property and assets to any other corporation, (i)
unless the surviving or successor corporation assumes the obligations of the
Company under the Indenture and is not in default thereunder immediately after
the consummation of the transaction or (ii) if, upon such consolidation, merger,
sale or transfer becoming effective, any of the property or assets of the
Company would become or be subject to any mortgage or other lien (an "additional
lien"), other than liens existing thereon prior thereto and liens permitted by
Section 5.11 (see "Limitations on Liens" above), unless, prior to such
consolidation, merger, sale or transfer, the Debt Securities are directly
secured by a lien ranking prior to such additional lien on all of the property
and assets of the Company that would become subject to such additional lien or
the Debt Securities outstanding immediately after such consolidation, merger,
sale or transfer shall be equally and ratably secured with (or prior to) any and
all obligations, indebtedness and claims secured by such additional lien.
(Section 12.01)
In the event of a sale or transfer of substantially all of the assets of
the Company and the assumption of the Company's obligations under the Indenture
by the purchaser, the Company will be discharged from all obligations under the
Indenture and the Debt Securities. (Section 12.02)
Certain Definitions
The term "Attributable Debt" with respect to any sale and leaseback
transaction means, at the time of the determination, the present value
(discounted at the rate of interest implicit in the terms of the lease) of the
obligation of the lessee for net rental payments during the remaining term of
the lease (including any period for which such lease has been extended or may,
at the option of the lessor, be extended). "Net rental payments" as used in the
preceding sentence means the sum of the rental and other payments required to be
paid in such period by the lessee under any lease, not including, however, any
amounts required to be paid by such lessee (whether or not designated as rental
or additional rental) on account of maintenance and repairs, insurance, taxes,
assessments, water rates or similar charges required to be paid by such lessee
thereunder or any amounts required to be paid by such lessee thereunder
contingent upon the amount of sales, maintenance and repairs, insurance, taxes,
assessments, water rates or similar charges. (Section 1.01)
The term "Original Issue Discount Security" means any Debt Security that
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof pursuant to
Section 7.01 of the Indenture. (Section 1.01)
The term "Principal Property" means any manufacturing plant located within
the United States of America (other than its territories or possessions) and
owned or leased by the Company or any Subsidiary, except any such plant that, in
the opinion of the Board of Directors, is not of material importance to the
business conducted by the Company and its Subsidiaries, taken as a whole.
(Section 1.01)
The term "Restricted Subsidiary" means any Subsidiary that owns or leases a
Principal Property. As noted above, the definition of Principal Property does
not include foreign facilities. "Subsidiary" means any corporation of which the
Company, or the Company and one or more Subsidiaries, directly or indirectly own
at the time (i) more than 50% of the outstanding capital stock having under
ordinary circumstances (not dependent upon the happening of a contingency)
voting power in the election of members of the board of directors, managers or
trustees of said corporation, and (ii) securities having at such time voting
power to elect at least a majority of the members of the board of directors,
managers or trustees of said corporation. (Section 1.01)
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<PAGE> 16
EVENTS OF DEFAULT
As used in the Indenture, the term "Event of Default" with respect to any
series of Debt Securities includes (i) the failure of the Company to pay
interest on such Debt Securities that continues for a period of 30 days after
such payment is due, or to make any principal or premium payment when due; (ii)
the failure of the Company to comply with any other agreements contained in the
Indenture or such Debt Securities for 90 days after notice of such failure;
(iii) certain events of bankruptcy, insolvency or reorganization of the Company;
and (iv) an event of default as defined in any mortgage, indenture or instrument
under which is issued, or securing or evidencing, indebtedness of the Company
(other than the Debt Securities of such series) that results in such
indebtedness becoming or being declared due and payable prior to maturity, if
such acceleration is not rescinded within 10 days after notice to the Company
from the Trustee (or to the Company and the Trustee from the holders of not less
than 25% of the then outstanding Securities of all series) under the Indenture.
The Indenture provides that the Trustee may withhold notice to the holders of
any series of Debt Securities of any default (except a default in payment of
principal of, premium, if any, or interest on any Debt Security) if the Trustee
determines it is in the best interest of the holders of such Debt Securities to
do so. (Section 7.01 and Section 7.07)
The Indenture provides that, (i) if an Event of Default due to the default
in payment of principal of, premium, if any, or interest on, any series of Debt
Securities issued under the Indenture, or due to the default in the performance
or breach of any other covenant or warranty of the Company applicable to the
Debt Securities of such series but not applicable to all outstanding Debt
Securities issued under the Indenture, shall have occurred and be continuing,
either the Trustee or the holders of not less than 25% in principal amount of
the Debt Securities of each affected series (voting as a single class) issued
under the Indenture and then outstanding may then declare the principal (or, in
the case of Original Issue Discount Securities, such portion of the principal as
may be specified in the terms thereof) of all Debt 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
Debt Securities issued thereunder and then outstanding, due to certain events of
bankruptcy, insolvency and reorganization of the Company, or due to defaults
under and acceleration of other indebtedness under circumstances described in
the Indenture, shall have occurred and be continuing, either the Trustee or the
holders of not less than 25% in principal amount of all Debt Securities then
outstanding under the Indenture (treated as a single class) may declare the
principal (or, in the case of Original Issue Discount Securities, such portion
of the principal as may be specified in the terms thereof) of all such Debt
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 Debt Securities), by the holders of a
majority in principal amount of the Debt Securities of such series (or of all
series, in the case of defaults described in clause (ii)) then outstanding.
(Section 7.01 and Section 7.06)
The Trustee may refuse to enforce the Indenture or the Debt Securities
unless it first receives satisfactory security or indemnity. Subject to certain
limitations specified in the Indenture, the holders of a majority in principal
amount of the Debt Securities of an affected series then outstanding will have
the right to direct the time, methods and place of conducting any proceeding for
any remedy available to the Trustee. (Section 8.02 and Section 7.06)
SATISFACTION AND DISCHARGE OF INDENTURE
The Indenture provides that the Company will be discharged from obligations
in respect of the Indenture and the outstanding Debt Securities of a series upon
deposit in trust with the Trustee of money or U.S. Government Obligations
sufficient for payment of all principal and interest on the Debt Securities of
such series, when due; provided, however, that, in the event of such deposit,
certain of the Company's obligations under the Indenture, including the
obligation to pay the principal of and interest on the Debt Securities of such
series, shall continue until all of such Debt Securities of such series issued
under the Indenture are no longer outstanding. Such a deposit in trust may occur
only if, among other things, the Company has received an opinion of counsel
stating that holders of Debt Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such deposit
and discharge and will be subject to federal
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<PAGE> 17
income tax on the same amounts and in the same manner and at the same times as
would have been the case if such deposit and discharge had not occurred.
(Article Four)
MODIFICATION
Under the Indenture, subject to certain exceptions, the rights and
obligations of the Company and the rights of the holders of a series of Debt
Securities may be modified by the Company and the Trustee only with the consent
of the holders of at least 66 2/3% in aggregate principal amount of Debt
Securities of such series then outstanding. However, no extension of the
maturity of any Debt Securities, or reduction in the interest rate, principal
amount, or premium, if any, payable upon redemption, or extension of the time of
payment of interest, or reduction in the amount of principal due and payable
upon an acceleration of maturity upon an Event of Default or the amount thereof
provable in bankruptcy, or impairment or effect upon the right of any holder of
the Debt Securities to institute suit for the payment thereof or, if the
securities provide therefor, any right of repayment at the option of the holder
of the Debt Securities, or reduction of the percentage of any series of Debt
Securities required for modification, will be effective without the consent of
the holder of each Debt Security so affected. (Section 11.02)
REPORTS TO TRUSTEE
The Company covenants in the Indenture that it will provide Trustee with an
officers' certificate stating that the activities of the Company during the
preceding fiscal year have been reviewed and that, to the best of the knowledge
of such officers, the Company is not in default in the performance, observance
or fulfillment of the terms, provisions and conditions of the Indenture and that
no default exists or, if a default exists, specifying all such defaults of which
such officers may have knowledge. (Section 5.13)
REGARDING THE TRUSTEE
The Trustee, The Chase Manhattan Bank, is one of a number of banks with
which the Company maintains ordinary banking relationships and credit
facilities.
PLAN OF DISTRIBUTION
The Company may sell Offered Debt Securities to one or more underwriters
for public offering and sale by them or may sell the Offered Debt Securities to
investors directly or through agents. Any such underwriter or agent involved in
the offer and sale of the Offered Debt Securities will be named in the
applicable Prospectus Supplement. The Company also may, from time to time,
authorize dealers, acting as the Company's agents, to offer and sell the Offered
Debt Securities upon the terms and conditions as are set forth in the Prospectus
Supplement. The Company has reserved the right to sell Offered Debt Securities
directly to investors on its own behalf in those jurisdictions where it is
authorized to do so.
Underwriters may offer and sell the Offered Debt Securities at a fixed
price or prices, which may be changed, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at negotiated
prices. In connection with the sale of the Offered Debt Securities, underwriters
may be deemed to have received compensation from the Company in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of the Offered Debt Securities for whom they may act as agent.
Underwriters may sell the Offered Debt Securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agent.
Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of Offered Debt Securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers, are
set forth in the applicable Prospectus Supplement or Pricing Supplement.
Underwriters, dealers and agents may be entitled, under agreements entered into
with the Company, to indemnification against and contribution toward certain
civil liabilities, including liabilities under the Securities Act of 1933, as
amended.
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LEGAL MATTERS
The validity of the Offered Debt Securities will be passed upon for the
Company by Crowell & Moring LLP, Washington, D.C. Certain legal matters relating
to the Offered Debt Securities will be passed upon for the underwriters by Brown
& Wood LLP, New York, New York. Certain matters will be passed upon for the
Company by Richard L. Ballantyne, Vice President and General Counsel of the
Company.
EXPERTS
The consolidated financial statements and schedule of Harris Corporation
and subsidiaries appearing in the Company's Annual Report (Form 10-K) for the
year ended June 30, 1995, have been audited by Ernst & Young LLP, independent
certified public accountants, as set forth in their report included therein and
incorporated herein by reference. Such consolidated financial statements and
schedule are incorporated herein by reference in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.
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