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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 9, 1999
REGISTRATION NO. 333-66241
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------------
PRE-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HARRIS CORPORATION
(Exact name of registrant as specified in its charter)
------------------------
DELAWARE
(State or other jurisdiction of incorporation or organization)
34-0276860
(I.R.S. Employer Identification No.)
1025 WEST NASA BOULEVARD
MELBOURNE, FLORIDA 32919
(407) 727-9100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------
RICHARD L. BALLANTYNE
HARRIS CORPORATION
1025 WEST NASA BOULEVARD
MELBOURNE, FLORIDA 32919
(407) 727-9100
SCOTT T. MIKUEN
HARRIS CORPORATION
1025 WEST NASA BOULEVARD
MELBOURNE, FLORIDA 32919
(407) 727-9100
(Name, addresses, including zip code, and telephone numbers, including area
code, of agents for service)
------------------------
COPIES TO:
JIM L. KAPUT
SIDLEY & AUSTIN
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60603
DANIEL M. ROSSNER
BROWN & WOOD LLP
ONE WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
- ------------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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SUBJECT TO COMPLETION, DATED APRIL 9, 1999
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
Prospectus
$500,000,000
[Harris Logo]
CORPORATION
Debt Securities
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Harris Corporation intends to offer at one or more times debt securities with a
total offering price not to exceed $500,000,000. We will describe the terms of
these securities in supplements to this prospectus. You should read the
prospectus and the supplements carefully before you invest.
------------------------------------------------------------------
THIS PROSPECTUS MAY BE USED TO OFFER AND SELL DEBT SECURITIES ONLY IF
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT FOR THOSE DEBT SECURITIES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE DEBT SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
[ ], 1999
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
The Company.................... 2
About this Prospectus.......... 3
Where You Can Find More
Information.................. 4
Ratios of Earnings to Fixed
Charges...................... 4
</TABLE>
<TABLE>
<CAPTION>
PAGE
<S> <C>
Use of Proceeds................ 5
Description of Debt
Securities................... 5
Plan of Distribution........... 11
Legal Matters.................. 11
Experts........................ 12
</TABLE>
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THE COMPANY
Harris Corporation, along with its subsidiaries, is a worldwide company
focused on four core businesses: communications, semiconductors, office systems
and equipment, and advanced electronic systems. Our principal executive offices
are located at 1025 West NASA Boulevard, Melbourne, Florida 32919, and our
telephone number is (407) 727-9100.
Our four core businesses are carried out through three business sectors and
a subsidiary: Communications Sector, Semiconductor Sector, Lanier Worldwide,
Inc. and Electronic Systems Sector. We structure each of our operations
primarily around the markets it serves. Operating divisions within each of our
businesses serve as our basic operating units and 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
Company produces most of the products it sells, except for a majority of
products sold by Lanier Worldwide and certain broadcast products of the
Communications Sector, which products are sourced from a variety of
manufacturers.
The markets served and principal products of our business sectors are as
follows:
COMMUNICATIONS SECTOR
Our Communications Sector produces a comprehensive line of communications
equipment and systems and application solutions for television and radio
broadcast, radio-communication and telecommunication. Its products include:
- transmitters and studio equipment for analog television and digital
television (formerly HDTV),
- analog and digital AM and FM radio equipment,
- HF, VHF and UHF radio-communication equipment,
- air traffic and national law enforcement communication systems,
- microwave radios and transmission equipment,
- digital telephone switches,
- telephone subscriber-loop and test systems equipment, and
- network management and workforce management systems.
SEMICONDUCTOR SECTOR
Our Semiconductor Sector produces standard, custom and semi-custom
integrated circuits and discrete devices for analog, digital, mixed-signal, and
power control and protection applications. Its products are used in signal
processing, data acquisition and logic applications for:
- automotive systems,
- wireless communications,
- telecommunication line cards,
- video and imaging systems,
- multimedia,
- industrial equipment,
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- personal computers and computer peripherals, and
- military and aerospace systems.
LANIER WORLDWIDE, INC.
Our wholly-owned subsidiary, 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.
Lanier also provides a variety of outsourcing services including:
- transcription,
- systems integration,
- reprographics,
- litigation support services,
- binding, and
- mailroom management.
ELECTRONIC SYSTEMS SECTOR
Our Electronic Systems Sector designs, develops and produces
state-of-the-art electronic, communication and information systems for the
defense, air traffic, aerospace, telecommunications, law enforcement and
newspaper composition markets. Applications of its technologies and products
include:
- advanced avionics systems,
- aircraft, spacecraft and missile communications,
- terrestrial and satellite communication antennas, terminals and networks,
- command, control, communication and intelligence systems, products and
services,
- global positioning system-based control systems,
- signal and image processing,
- weather support systems,
- electronic warfare simulation,
- civil and military air traffic control systems, and
- integrated airport communication and management systems.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC using a "shelf" registration process. Under this shelf process, we may, from
time to time, sell the debt securities described in this prospectus in one or
more offerings with a total offering price not to exceed $500,000,000. This
prospectus provides you with a general description of the debt securities. Each
time we sell debt securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. The prospectus
supplement may also add, update or change information in this prospectus. Please
carefully read both this prospectus and any prospectus supplement together with
additional information described under the heading "Where You Can Find More
Information."
We are not making an offer of the debt securities in any state where the
offer is not permitted.
You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of each of those documents.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports and other information with
the SEC. You may read and copy any document we file at the SEC's public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the operation of the public
reference room. Our SEC filings are also available to the public over the
Internet on the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered part of this prospectus, and information that we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference the following documents we filed with the SEC (file number 1-3863) and
any future filings that we make with the SEC under Section 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934 until we or any underwriters sell
all of the debt securities:
- Our Annual Report on Form 10-K for our fiscal year ended July 3, 1998;
- Amendment No. 1 to our Annual Report on Form 10-K/A for our fiscal year
ended July 3, 1998;
- Our Quarterly Reports on Form 10-Q for our fiscal quarters ended October
2, 1998 and January 1, 1999;
- Amendment No. 1 to our Quarterly Report on Form 10-Q/A for our fiscal
quarter ended October 2, 1998;
- Amendment No. 1 to our Quarterly Report on Form 10-Q/A for our fiscal
quarter ended January 1, 1999; and
- Our Current Reports on Form 8-K dated July 14, 1998, August 31, 1998 and
September 23, 1998.
You may request a copy of these filings at no cost, by writing or calling:
Richard L. Ballantyne
Secretary
Harris Corporation
1025 West NASA Boulevard
Melbourne, Florida 32919
(407) 727-9100
You should rely only on the information incorporated by reference or
provided in this prospectus and any prospectus supplement. We have not
authorized anyone else to provide you with different information.
RATIOS OF EARNINGS TO FIXED CHARGES
The ratio of our earnings to our fixed charges for each of the periods
indicated is as follows:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED TWO FISCAL QUARTERS ENDED
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JUNE 30, 1994 JUNE 30, 1995 JUNE 30, 1996 JUNE 27, 1997 JULY 3, 1998 JANUARY 2, 1998 JANUARY 1, 1999
- ------------- ------------- ------------- ------------- ------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
3.56 3.88 4.41 4.48 2.89 3.92 3.31
</TABLE>
For these ratios, earnings include income from continuing operations before
income taxes, fixed charges and amortization of interest capitalized (but not
interest capitalized during the period). Fixed charges include interest expense
(including interest capitalized during the period) plus one-third (the
proportion we believe to be representative of the interest factor) of rents. Our
earnings and fixed charges include the earnings and fixed charges of Harris
Corporation and its subsidiaries on a consolidated basis.
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USE OF PROCEEDS
We will use the net proceeds from the sale of the debt securities for
general corporate purposes, including the repayment of existing indebtedness and
additions to working capital.
DESCRIPTION OF DEBT SECURITIES
We will issue the debt securities under an indenture dated as of May 1,
1996 between us and The Chase Manhattan Bank (successor to Chemical Bank) as
Trustee. We have summarized selected provisions of the indenture below. This is
a summary and is not complete. It does not describe certain exceptions and
qualifications contained in the indenture or the debt securities. If you would
like more information on the provisions of the indenture you should review the
indenture, which we have incorporated by reference as an exhibit to the
registration statement for the debt securities.
In the summary, we have included references to article and section numbers
of the indenture so that you can easily locate these provisions.
GENERAL
The debt securities will be unsecured and will rank equally (pari passu)
with all our unsecured and unsubordinated indebtedness. The indenture does not
limit the amount of debt securities that we may issue.
The indenture permits us to issue debt securities in one or more series.
Each series of debt securities may have different terms. The terms of any series
of debt securities will be set forth in (or determined in accordance with) a
resolution of our Board of Directors or in a supplement to the indenture
relating to that series. (Section 2.03)
A supplement to this prospectus will describe specific terms relating to
the series of debt securities being offered. These terms will include some or
all of the following:
- the title of the series of debt securities;
- the total principal amount;
- the maturity date or dates;
- the public offering price;
- the interest rate or rates, if any (which may be fixed or floating), and
interest payment dates;
- the manner of payment of principal and interest and where the debt
securities of the series may be exchanged or transferred;
- whether (and if so, when) the series can be redeemed by us or the holder;
- whether there will be a sinking fund; and
- any other terms of the series.
Each series of debt securities will be a new issue with no established
trading market. There can be no assurance that there will be a liquid trading
market for the debt securities.
We may purchase debt securities at any price in the open market or
otherwise. Debt securities we purchase may, in our discretion, be held or
resold, cancelled or used to satisfy any sinking fund or redemption
requirements.
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
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United States federal income tax considerations applicable to any of these
discounted debt securities (or to certain other debt securities issued at par
which are treated as having been issued at a discount for United States federal
income tax purposes) will be described in a prospectus supplement.
FORM AND EXCHANGE OF DEBT SECURITIES
All debt securities will be fully registered and will be in either
book-entry form or in definitive form.
Debt securities issued in book-entry form will be issued in the form of one
or more fully registered global securities that will be deposited with DTC, New
York, New York or its nominee. This means that we will not issue certificates to
each holder. Each global security will be issued to DTC who will keep a
computerized record of its participants (for example, your broker) whose clients
have purchased debt securities. The participant will then keep a record of its
clients who purchased the debt securities. Unless it is exchanged in whole or in
part for a certificate, a global security may not be transferred; except that
DTC, its nominees, and their successors may transfer a global security as a
whole to one another.
Beneficial interests in global securities will be shown on, and transfers
of global securities will be made only through, records maintained by DTC and
its participants. If you are not a participant in DTC, you may beneficially own
debt securities held by DTC only through a participant.
The laws of some states require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such limits and laws
may impair the ability to transfer beneficial interests in a global security.
DTC has provided us the following information: DTC is a limited-purpose
trust company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the United States
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered under the
provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds
securities that its participants deposit with it. DTC also records the
settlement among participants of securities transactions, such as transfers and
pledges, in deposited securities through computerized records for participants'
accounts. This eliminates the need to exchange certificates. Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations.
DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
participant. The rules that apply to DTC and its participants are on file with
the SEC.
DTC is owned by a number of its participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc.
We will wire principal and interest payments to DTC's nominee. We and the
Trustee will treat DTC's nominee as the owner of the global securities for all
purposes. Accordingly, we, the Trustee and any paying agent will have no direct
responsibility or liability to pay amounts due on the global securities to
owners of beneficial interests in the global securities.
It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit participants' accounts on the payment date according to
their respective holdings of beneficial interests in the global securities as
shown on DTC's records. In addition, it is DTC's current
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practice to assign any consenting or voting rights to participants whose
accounts are credited with debt securities on a record date, by using an omnibus
proxy. Payments by participants to owners of beneficial interests in the global
securities, and voting by participants, will be governed by the customary
practices between the participants and owners of beneficial interests, as is the
case with debt securities held for the account of customers registered in
"street name." However, payments will be the responsibility of the participants
and not of DTC, the Trustee or us.
So long as DTC or its nominee is the registered owner of a global security,
DTC or that nominee, as the case may be, will be considered the sole owner or
holder of the debt securities represented by that global security for all
purposes under the indenture. Except as set forth in the next paragraph, owners
of beneficial interests in a global security (1) will not be entitled to have
the debt securities represented by that global security registered in their
names, (2) will not receive or be entitled to receive physical delivery of the
debt securities in definitive form, and (3) will not be considered the owners or
holders of the debt securities under the indenture. We will issue debt
securities of any series then represented by global securities in definitive
form in exchange for those global securities if:
- DTC notifies us that it is unwilling or unable to continue as depositary
or if DTC ceases to be a clearing agency registered under applicable law
and a successor depositary is not appointed by us within 90 days; or
- we determine not to require all of the debt securities of a series to be
represented by a global security.
If we issue debt securities in definitive form in exchange for a global
security, an owner of a beneficial interest in the global security will be
entitled to have debt securities equal in principal amount to the beneficial
interest registered in its name and will be entitled to physical delivery of
those debt securities in definitive form. Debt securities issued in definitive
form will, except as set forth in the applicable prospectus supplement, be
issued in denominations of $1,000 and any multiple of $1,000 in excess thereof
and will be issued in registered form only, without coupons.
CERTAIN RESTRICTIONS
The restrictions summarized in this Section will apply to all debt
securities unless the applicable prospectus supplement indicates otherwise.
Certain terms used in the following description of these restrictions are
defined under the caption "Certain Definitions" at the end of this Section. The
following description is not complete. The full text of these restrictions is
included in the indenture.
Limitations on Liens
The debt securities will not be secured. If we or one of our Restricted
Subsidiaries incur debt secured by an interest in any Principal Property or any
shares of capital stock or debt of a Restricted Subsidiary and the total
principal amount of our secured debt (with certain exceptions, including those
listed in the next paragraph) would exceed 5% of Consolidated Net Worth, we are
required to secure the then outstanding debt securities equally and ratably with
(or prior to) our other secured debt.
The indenture permits us and our Restricted Subsidiaries to create certain
liens without securing the debt securities. (Section 5.11) Among the permitted
liens are:
- purchase money mortgages, including conditional sales and other title
retention agreements;
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- liens securing certain construction and improvement loans;
- existing liens on newly acquired property;
- liens in connection with government contracts;
- liens securing indebtedness of a Restricted Subsidiary outstanding at the
time it became a Subsidiary;
- 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; and
- refinancings of certain permitted liens.
Limitations on Sale and Leaseback Transactions
We and our Restricted Subsidiaries may 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:
- such property has not been in full operation for more than 120 days prior
to such sale or transfer;
- the Attributable Debt in respect of all such sale and leaseback
transactions involving Principal Properties does not exceed 5% of
Consolidated Net Worth;
- we apply the net proceeds of the sale to the redemption of debt
securities or the reduction of other Funded Debt in an aggregate
principal amount (or the portion of the principal as would have been
payable if such debt securities had been accelerated to such date) equal
to such net proceeds; or
- we apply the net proceeds of the sale to the purchase of properties,
facilities or equipment to be used for operating purposes. (Section 5.10)
Consolidation, Merger or Sale of Assets
We may not consolidate or merge with or into any other corporation, or sell
or transfer all or substantially all of our property and assets to any other
corporation:
- unless the surviving or successor corporation assumes our obligations
under the indenture and is not in default under the indenture immediately
after the consummation of the transaction; or
- if, upon the consummation of the transaction any of our property would be
subject to any mortgage or other lien (an "additional lien," which
excludes previously existing liens and certain liens permitted by Section
5.11) unless, (1) prior to the consummation of the transaction the debt
securities are secured by a lien ranking prior to such additional lien or
(2) the debt securities outstanding immediately after the transaction are
equally and ratably secured with (or prior to) any and all obligations,
indebtedness and claims secured by the additional lien. (Section 12.01)
If we sell or transfer substantially all of our assets and the purchaser
assumes our obligations under the indenture, we will be discharged from all
obligations under the indenture and the debt securities. (Section 12.02)
Certain Definitions
The following terms are defined in Section 1.01 of the indenture.
"Attributable Debt" means, at the time of the determination, the present
value (discounted at the lease's implicit rate of
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interest) of the lessee's obligation for "net rental payments" during the
remaining term of the lease (including any period the lease has been, or may, at
the option of the lessor, be extended). The term "net rental payments" means the
sum of the rental and other payments required to be paid during the remaining
term under any lease, not including, however, any amounts (whether or not
designated as rental or additional rental) on account of maintenance and
repairs, insurance, taxes, assessments, water rates or similar charges or any
amounts contingent upon the amount of sales, maintenance and repairs, insurance,
taxes, assessments, water rates or similar charges.
"Consolidated Net Worth" means the stockholders' equity of Harris
Corporation and its consolidated Subsidiaries, as shown on our audited
consolidated balance sheet in our latest annual report to stockholders.
"Funded Debt" means all indebtedness issued, incurred, assumed or
guaranteed by us or one of our Restricted Subsidiaries, or for the payment of
which we or one of our Restricted Subsidiaries is otherwise primarily or
secondarily liable, maturing by its terms more than one year from its date of
creation or renewable or refundable at the option of the obligor to a date more
than one year from its date of creation.
"Principal Property" means any manufacturing plant located within the
United States of America (other than its territories or possessions) and owned
or leased by Harris Corporation or any Subsidiary except any such plant that, in
the opinion of our Board of Directors, is not of material importance to the
business conducted by Harris Corporation and our Subsidiaries, taken as a whole.
"Restricted Subsidiary" means any of our Subsidiaries 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 Harris Corporation, or Harris
Corporation and one or more Subsidiaries, directly or indirectly own at the time
(1) 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
such corporation, and (2) 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 such corporation.
EVENTS OF DEFAULT
"Event of Default" means, with respect to any series of the debt
securities, any of the following:
- failure to pay interest that continues for a period of 30 days after
payment is due;
- failure to make any principal or premium payment when due;
- failure to comply with any of our other agreements contained in the
indenture or in the debt securities for 90 days after notice to us of
such failure from the Trustee (or to us and the Trustee from the holders
of at least 25% of the outstanding debt securities affected thereby);
- certain events of bankruptcy, insolvency or reorganization of Harris
Corporation; and
- an event of default within the meaning of another mortgage, indenture or
debt instrument that results in indebtedness of Harris Corporation (other
than the debt securities) becoming declared due and payable prior to
maturity, if such acceleration is not rescinded within 10 days after
notice to us from the Trustee (or to us and the Trustee from the holders
of at least 25% of the
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outstanding debt securities). (Section 7.01)
In general, the Trustee is required to give notice of a default with
respect to a series of debt securities to the holders of that series. The
Trustee may withhold notice 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 that series to do so.
(Section 7.01 and Section 7.07)
An Event of Default for a particular series of debt securities does not
necessarily constitute an Event of Default for other series of debt securities.
If there is a continuing Event of Default, then the Trustee or the holders
of at least 25% of each then outstanding series of debt securities affected by
the Event of Default (voting as a single class) may require us to repay the
principal and accrued interest on the affected series immediately. Subject to
certain conditions, the requirement to pay with respect to a series of debt
securities 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 the debt
securities), by the holders of a majority in principal amount of that series. If
an Event of Default applies to all outstanding debt securities issued under the
indenture, then the holders of those debt securities will be treated as a single
class without regard to whether there are several outstanding series. (Section
7.01 and Section 7.06)
Prior to an Event of Default the Trustee is required to perform only the
specific duties stated in the indenture, and after an Event of Default, must
exercise the same degree of care as a prudent individual would exercise or use
under the circumstances in the conduct of his or her own affairs. (Section 8.01)
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 will have the right to
direct the time, method 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
We will be discharged from certain of our obligations relating to the
outstanding debt securities of a series if we deposit with the Trustee money or
U.S. Government Obligations sufficient for payment of all principal and interest
on those debt securities, when due. However, our obligation to pay the principal
of and interest on those debt securities will continue.
We may discharge obligations as described in the preceding paragraph only
if, among other things, we have received an opinion of counsel stating that
holders of debt securities of the relevant series (1) will not recognize income,
gain or loss for federal income tax purposes as a result of the deposit and
discharge, and (2) will be subject to federal income tax on the same amounts and
in the same manner and at the same times as would have been the case if the
deposit and discharge had not occurred. (Article Four)
MODIFICATION
Under the indenture, subject to certain exceptions, our rights and
obligations and the rights of the holders of a series of debt securities may be
changed with the consent of the holders of at least 66 2/3% in aggregate
principal amount of the outstanding debt securities of that series. However, no
changes to the terms of payment of principal or interest, the premium, if any,
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payable upon redemption, the amount to be paid upon an acceleration of maturity
upon an Event of Default or reducing the percentage required for changes, is
effective against any holder without its consent. (Section 11.02)
REPORTS TO TRUSTEE
We are required to provide the Trustee with an officers' certificate each
fiscal year stating that we reviewed our activities during the preceding fiscal
year and that, to the best of the knowledge of the certifying officers, we are
in compliance with the requirements of the indenture and that no default exists
or identifying the known defaults. (Section 5.13)
REGARDING THE TRUSTEE
We maintain ordinary banking relationships and credit facilities with a
number of banks, including the Trustee, The Chase Manhattan Bank.
PLAN OF DISTRIBUTION
We may sell debt securities through underwriters, dealers or agents or
directly to purchasers.
BY UNDERWRITERS
If underwriters are used in the sale, the debt securities will be acquired
by the underwriters for their own account. The underwriters may resell the debt
securities in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The obligations of the underwriters to purchase the debt securities will be
subject to certain conditions. Any initial public offering price and any
discounts or concessions allowed or re-allowed or paid to dealers may be changed
from time to time.
BY AGENTS
We may designate dealers, acting as our agents, to offer and sell debt
securities upon certain terms and conditions.
DIRECT SALES
We may sell debt securities directly, without the use of underwriters,
dealers or agents.
GENERAL INFORMATION
Underwriters, dealers and agents that participate in the distribution of
the debt securities may be underwriters as defined in the Securities Act of
1933, and any discounts or commissions received by them from us and any profit
on the resale of the offered securities by them may be treated as underwriting
discounts and commissions under the Securities Act. We will identify any
underwriters or agents and describe their compensation from us in a supplement
to this prospectus.
We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act, or to contribute with respect to payments which the
underwriters, dealers or agents may be required to make.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
businesses.
LEGAL MATTERS
The validity of the offered debt securities will be passed upon for us by
Sidley & Austin, Chicago, Illinois. 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 us by Scott T.
Mikuen, our Finance Counsel and Assistant Secretary.
11
<PAGE> 13
EXPERTS
The consolidated financial statements and schedule of Harris Corporation
and subsidiaries appearing in Amendment No. 1 to Harris Corporation's Annual
Report on Form 10-K/A for the year ended July 3, 1998, 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.
12
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the Debt
Securities, other than underwriting discounts and agency fees or commissions,
are set forth in the following table. All amounts except the Securities and
Exchange Commission registration fee are estimated.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $139,000
Printing and engraving expenses............................. 21,000
Accountants' fees and expenses.............................. 5,000
Legal fees and expenses..................................... 75,000
Fees and expenses of Trustee................................ 18,000
Rating agency fees.......................................... 170,000
Miscellaneous............................................... 25,000
--------
Total....................................................... $453,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") permits a Delaware
corporation to indemnify any person who was, or is threatened to be made, a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with such action,
suit or proceeding, if the person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the corporation's best interests,
and, for criminal proceedings, had no reasonable cause to believe his or her
conduct was unlawful. A Delaware corporation may indemnify any person in an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the person is
adjudged to be liable to the corporation in the performance of his or her duty.
Where a present or former director or officer has been successful on the merits
or otherwise in the defense of any action referred to in this paragraph, the
corporation must indemnify him or her against the expenses which he or she
actually and reasonably incurred in connection therewith.
The Registrant's By-Laws provide for indemnification of (among others) the
Registrant's current and former directors and officers to the extent, and
according to the procedures and requirements, set forth in the DGCL. The
Registrant's By-Laws also provide that (a) the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to the relevant
action, suit or proceeding, (b) if such a quorum is not obtainable (or, even if
obtainable, at the direction of that quorum), by independent legal counsel
selected by the Board of Directors or (c) the shareholders, may authorize
indemnification upon a determination that the person to be indemnified acted in
good faith and is fairly and reasonably entitled to be indemnified in view of
all the circumstances.
II-1
<PAGE> 15
As permitted by the DGCL, the Registrant's Restated Certificate of
Incorporation provides that its directors will not be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability (a) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) under section 174 of the DGCL, which concerns unlawful payment of
dividends, stock purchases or redemptions, or (d) for any transaction from which
the director derived an improper benefit.
While the Restated Certificate of Incorporation provides directors with
protection from awards for monetary damages for breaches of their duty of care,
it does not eliminate that duty. Accordingly, the Restated Certificate of
Incorporation will have no effect on the availability of equitable remedies such
as an injunction or rescission based on a director's breach of his or her duty
of care. The provisions described in the preceding paragraph apply to an officer
of the Registrant only if he or she is a director of the Registrant and is
acting in his or her capacity as a director, and do not apply to officers of the
Registrant who are not directors.
As permitted by the DGCL, the Registrant maintains officers' and directors'
liability insurance which insures against claims and liabilities (with stated
exceptions) that officers and directors of the Registrant may incur in such
capacities. In addition, the Registrant has entered into indemnification
agreements with each of the directors and executive officers pursuant to which
each director and executive officer is entitled to be indemnified to the full
extent allowable under Delaware law.
II-2
<PAGE> 16
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S>
1* Form of Underwriting Agreement.
4 Indenture, dated as of May 1, 1996, between the Registrant
and The Chase Manhattan Bank (successor to Chemical Bank),
as Trustee, is hereby incorporated by reference to Exhibit 4
to the Registrant's Registration Statement on Form S-3,
Registration No. 333-03111.
5* Opinion of Sidley & Austin.
12* Statement re computation of ratios of earnings to fixed
charges for each of the last five fiscal years ended July 3,
1998.
12.1 Statement re computation of ratios of earnings to fixed
charges is hereby incorporated by reference to Exhibit 12 to
the Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended January 1, 1999, File No. 1-3863.
23.1* Consent of Sidley & Austin (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24* Powers of Attorney.
25* Form T-1 Statement of Eligibility of Trustee.
</TABLE>
- ---------------
* Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the Debt Securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) under the
Act if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant
II-3
<PAGE> 17
to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the Debt Securities being registered which remain unsold at the termination
of the offering.
(4) That, for purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions referred to in Item 15 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE> 18
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, HARRIS CORPORATION
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING THIS AMENDMENT ON FORM S-3 AND HAS DULY CAUSED THIS
AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF MELBOURNE, STATE OF FLORIDA, ON THIS 9TH DAY OF
APRIL, 1999.
HARRIS CORPORATION
By: /s/ BRYAN R. ROUB
------------------------------------------
Bryan R. Roub
Senior Vice President - Chief
Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ PHILLIP W. FARMER Chairman of the Board, President and April 9, 1999
- --------------------------------------- Chief Executive Officer (Principal
Phillip W. Farmer Executive Officer)
/s/ BRYAN R. ROUB Senior Vice President - Chief April 9, 1999
- --------------------------------------- Financial Officer (Principal Financial
Bryan R. Roub Officer)
/s/ ROBERT W. FAY Vice President - Controller (Principal April 9, 1999
- --------------------------------------- Accounting Officer)
Robert W. Fay
* Director
- ---------------------------------------
Robert Cizik
* Director
- ---------------------------------------
Lester E. Coleman
* Director
- ---------------------------------------
Alfred C. DeCrane, Jr.
* Director
- ---------------------------------------
Ralph D. DeNunzio
* Director
- ---------------------------------------
Joseph L. Dionne
* Director
- ---------------------------------------
John T. Hartley
* Director
- ---------------------------------------
Karen Katen
* Director
- ---------------------------------------
Alexander B. Trowbridge
*By: /s/ RICHARD L. BALLANTYNE April 9, 1999
- ---------------------------------
Richard L. Ballantyne
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S> <C>
1* Form of Underwriting Agreement.
4 Indenture, dated as of May 1, 1996, between the Registrant
and The Chase Manhattan Bank (successor to Chemical Bank),
as Trustee, is hereby incorporated by reference to Exhibit 4
to the Registrant's Registration Statement on Form S-3,
Registration No. 333-03111.
5* Opinion of Sidley & Austin.
12* Statement re computation of ratios of earnings to fixed
charges for each of the last five fiscal years ended July 3,
1998.
12.1 Statement re computation of ratios of earnings to fixed
charges is hereby incorporated by reference to Exhibit 12 to
the Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended January 1, 1999, File No. 1-3863.
23.1* Consent of Sidley & Austin (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24* Powers of Attorney.
25* Form T-1 Statement of Eligibility of Trustee.
</TABLE>
- ---------------
* Previously filed.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in
this Pre-Effective Amendment No. 2 to the Registration Statement (Form S-3
No. 333-66241) and related Prospectus of Harris Corporation for the registration
of $500,000,000 of Debt Securities and to the incorporation by reference therein
of our report dated July 29, 1998, with respect to the consolidated financial
statements and schedule of Harris Corporation and subsidiaries included in
its Annual Report on Form 10-K/A for the year ended July 3, 1998, filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
Orlando, Florida
April 9, 1999
