SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
HARRIS & HARRIS GROUP, INC.
(Name of Issuer)
COMMON STOCK, par value $ .01 per share
(Title of Class of Securities)
413833104
(CUSIP Number)
Charles E. Harris
Harris & Harris Group, Inc.
One Rockefeller Plaza, Suite 1430
New York, New York 10020
(212) 332-3600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 1997
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. / /
Check the following box if a fee is being paid with the statement. / /
Documents Incorporated by Reference: Schedule 13D dated April 13, 1984, as
amended by Amendment No. 1 dated January 3, 1986, Amendment No. 2 dated January
10, 1986, Amendment No. 3 dated March 31, 1986, Amendment No. 4 dated May 9,
1986, Amendment No. 5 dated December 19, 1991, Amendment No. 6 dated November
17, 1993, Amendment No. 7 dated December 23, 1993 and Amendment No. 8 filed
October 12, 1997 (the "Original 13D").
Page 1 of 7 Pages<PAGE>
CUSIP NO. - 413833104
(1) Name of reporting person . . . . . . . Charles E. Harris
S.S. or IRS No. of above person . . . . ###-##-####
(2) Check the appropriate box if ________________(a)
a member of a group ________________(b)
(3) SEC use only . . . . . . . . . . . . . .
(4) Source of funds. . . . . . . . . . . . .
(5) Check if disclosure of legal proceedings
is required pursuant to Items 2(d)or 2(e)_______________
(6) Citizenship or place of organization . United States
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power . . . . . . . . . . . 8,500
(8) Shared voting power . . . . . . . . . . 103,885 (1)
(9) Sole dispositive power . . . . . . . . 8,500
(10) Shared dispositive power . . . . . . . 103,885 (1)
(1) Includes 103,885 shares owned by the Susan T. and Charles E. Harris
Foundation in which Susan T. and Charles E. Harris are named
trustees. Voting and dispositive power are vested with the trustees.
(11) Aggregate amount beneficially
owned by each reporting person . . . . . 1,467,561(1,2)
(12) Check if the aggregate amount in
Row (11) excludes certain shares . . . . . . . . X (2)
(2) Excludes 21,996 shares held by Susan T. Harris as custodian for
Charles E. and Susan T. Harris's son.
(13) Percent of class represented
by amount in Row (11) . . . . . . . . . . . . 13.7%
(14) Type of reporting person . . . . . . . . . . . IND
Page 2 of 7<PAGE>
CUSIP NO. - 413833104
(1) Name of reporting person . . . . . . . Susan T. Harris
S.S. or IRS No. of above person . . . . . . . ###-##-####
(2) Check the appropriate box if a member _______________(a)
of a group _______________(b)
(3) SEC use only . . . . . . . . . . . . .
(4) Source of funds . . . . . . . . . . . .
(5) Check if disclosure of legal proceedings
is required pursuant to Items 2(d) or 2(e)_____________
(6) Citizenship or place of organization . United States
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power . . . . . . . . . . . 1,355,176
(8) Shared voting power . . . . . . . . . . 103,885(1)
(9) Sole dispositive power . . . . . . . . 1,355,176
(10) Shared dispositive power . . . . . . . 103,885(1)
(11) Aggregate amount beneficially
owned by each reporting person . . . . 1,467,561(1,2)
(12) Check if the aggregate amount in
Row (11) excludes certain shares . . . . . . . X (2)
(13) Percent of class represented
by amount in Row (11) . . . . . . . . . . . . 13.7%
(14) Type of reporting person . . . . . . . . . . . IND
Page 3 of 7<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock, par value $.01 per share, (the "Common Stock") of Harris &
Harris Group, Inc., a New York Corporation (the "Company"). The address of
the principal executive offices of the Company is One Rockefeller Plaza,
Suite 1430, Rockefeller Center, New York, New York 10020.
Item 2. Identity and Background.
(a) The reporting persons are Charles E. Harris (Mr. Harris) and Susan T.
Harris (Mrs. Harris).
(b) Mr. Harris's business address is Harris & Harris Group, Inc., One
Rockefeller Plaza, Suite 1430, New York, New York 10020. Mrs. Harris's
business address is Analyst Communications, 140 East 58th Street, New York
NY 10022.
(c) Mr. Harris is Chairman and Chief Executive Officer of the Company.
Mrs. Harris is self-employed as a financial public relations consultant.
(d) Neither of the reporting persons has during the last five years been
convicted in a criminal proceeding.
(e) Mr. Harris and Mrs. Harris have not been and are not subject to a
judgment, decree of final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violations with respect to such laws.
(f) Mr. Harris and Mrs. Harris are husband and wife and are citizens of the
United States of America.
Item 3. Sources and Amount of Funds of Other Consideration.
Not applicable
Item 4. Purpose of Transaction.
On December 31, 1997, Harris & Harris Group, Inc.'s Stock Option Plan was
cancelled by the Board of Directors.
Mr. and Mrs. Harris have neither bought nor sold company shares in the open
market over the preceding sixty days.
Item 5. Interest in Securities of the Issuer.
Mr. Charles E. Harris and Mrs. Susan T. Harris, are the beneficial owners of
1,467,561 shares of common stock of Harris & Harris Group, Inc., (the "Common
Stock") including; 103,885 shares owned by the Susan T. and Charles E. Harris
Foundation in which Susan T. and Charles E. Harris are named trustees (the
power to vote and dispose of the shares is vested with the trustees); and
excluding 21,996 shares held by Mrs. Harris as custodian for Mr. and Mrs.
Harris's son. Such shares represent 13.7% of the outstanding class of the
Common Stock.
Page 4 of 7
Mr. Harris has sole power to vote and dispose of 8,500 shares of Common
Stock. Mrs. Harris has sole power to vote and dispose of 1,355,176 shares of
Common Stock. Mr. and Mrs. Harris have shared power to vote and dispose of
the 103,885 shares held by the Susan T. and Charles E. Harris Foundation.
Mrs. Harris has sole power to vote and dispose of 21,996 shares held by her
as custodian for Mr. and Mrs. Harris's son.
Mr. and Mrs. Harris make independent decisions with respect to the shares
beneficially owned or controlled by them individually and specifically disclaim
that they are members of a group.
Item 6. Contracts, Arrangements, Understanding or Relationships with
Respect to Securities of the Issuer.
The Employment Agreement by and between Harris & Harris Group, Inc. and
Charles E. Harris dated August 15, 1990, as amended, is hereby incorporated by
reference from the Company's Annual Report on Form 10-K (Exhibit 10(r)) for
the year ended December 31, 1990, Form N-2 (Exhibit (10.2))as filed with the
Securities and Exchange Commission on October 29, 1992, Form N-2 (Exhibit
(10.3)) as filed with the Securities and Exchange Commission on December 3,
1993 and the Form 10-K (Exhibit 10.4) for the year ended December 31, 1995.
Item 7. Material to be Filed as Exhibits.
None
Page 5 of 7
SIGNATURE
After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: January 9, 1998
/s/
_________________
Charles E. Harris
Page 6 of 7<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: January 9, 1998
/s/
___________________
Susan T. Harris
Page 7 of 7
<PAGE>
Exhibit 1
The undersigned, Charles E. Harris and Susan T. Harris, hereby agree to
file jointly this 13D and all amendments, with respect to the common stock of
Harris & Harris Group, Inc., but disclaim that they are a group.
January 9, 1998
\s\
_________________
Charles E. Harris
\s\
_________________
Susan T. Harris
