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Delaware
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(State or other jurisdiction of
incorporation or organization)
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34-0276860
(I.R.S. Employer Identification No.)
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1025 West NASA Boulevard
Melbourne, Florida
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32919
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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þ
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Title of securities
to be registered
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Amount to be
registered (1)
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Proposed maximum
offering price per share (2)
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Proposed maximum
aggregate offering price (2)
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Amount of
registration fee (2)
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Common Stock, par
value $1.00 per share
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4,000,000
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$143.90
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$575,600,000
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$71,662.20
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(1)
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This Registration Statement on Form S-8 (this “Registration Statement”) covers up to 4,000,000 shares of common stock, par value $1.00 per share (the “Common Stock”), that may be offered and sold under the Harris Corporation Retirement Plan, as amended and restated effective January 1, 2018 (the “Retirement Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of shares which may be offered or issued to prevent dilution resulting from any stock dividend, stock split, recapitalization or similar transaction. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
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(2)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act. The fee is based on the average of the high ($144.70) and low ($143.10) sales prices of the Registrant’s Common Stock on January 25, 2018, as reported on the New York Stock Exchange.
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1.
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The Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017, filed with the Commission on August 29, 2017, including portions of the Registrant’s Proxy Statement for the 2017 Annual Meeting of Shareholders to the extent specifically incorporated by reference therein;
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2.
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The Retirement Plan’s Annual Report on Form 11-K for the fiscal year ended December 31, 2016, filed with the Commission on June 27, 2017;
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3.
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The Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarter ended September 29, 2017, filed with the Commission on October 31, 2017, and for the fiscal quarter ended December 29, 2017, filed with the Commission on January 31, 2018;
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4.
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The Registrant’s Current Reports on Form 8-K (excluding any information and exhibits furnished under either Item 2.02 or Item 7.01 thereof) filed with the Commission on August 30, 2017, November 2, 2017 and November 9, 2017;
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5.
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The description of the Registrant’s Common Stock set forth in the Registrant’s Registration Statements pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any amendment or report filed for the purpose of updating such description; and
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6.
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The description of the Registrant’s Common Stock set forth under the caption “Description of Capital Stock” in the Registrant’s Registration Statement on Form S-3ASR (Registration Statement No. 333-213408) filed with the Commission on August 31, 2016.
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4(a)
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4(b)
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4(c)
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4(d)(i)
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4(e)(i)
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4(e)(ii)
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4(e)(iii)
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4(e)(iv)
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5
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15
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23(a)
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23(b)
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23(c)
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24
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of this 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 this 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 Securities 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 this Registration Statement; and
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
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(2)
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That, for the purpose of determining any liability under the Securities 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.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(4)
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That, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 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 this 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.
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HARRIS CORPORATION
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By:
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/s/ William M. Brown
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William M. Brown
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Chairman, President and Chief Executive Officer
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Signature
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Title
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Date
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/s/ William M. Brown
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Chairman, President and Chief Executive Officer
(Principal Executive Officer)
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February 1, 2018
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William M. Brown
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/s/ Rahul Ghai
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Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
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February 1, 2018
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Rahul Ghai
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/s/ Todd A. Taylor
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Vice President, Principal Accounting Officer
(Principal Accounting Officer)
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February 1, 2018
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Todd A. Taylor
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/s/ James F. Albaugh*
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Director
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February 1, 2018
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James F. Albaugh
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/s/ Peter W. Chiarelli*
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Director
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February 1, 2018
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Peter W. Chiarelli
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/s/ Thomas A. Dattilo*
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Director
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February 1, 2018
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Thomas A. Dattilo
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/s/ Roger B. Fradin*
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Director
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February 1, 2018
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Roger B. Fradin
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/s/ Terry D. Growcock*
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Director
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February 1, 2018
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Terry D. Growcock
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/s/ Lewis Hay III*
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Director
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February 1, 2018
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Lewis Hay III
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/s/ Vyomesh I. Joshi*
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Director
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February 1, 2018
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Vyomesh I. Joshi
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/s/ Leslie F. Kenne*
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Director
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February 1, 2018
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Leslie F. Kenne
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/s/ James C. Stoffel*
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Director
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February 1, 2018
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James C. Stoffel
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/s/ Gregory T. Swienton*
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Director
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February 1, 2018
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Gregory T. Swienton
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/s/ Hansel E. Tookes II*
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Director
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February 1, 2018
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Hansel E. Tookes II
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*By:
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/s/ Scott T. Mikuen
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Scott T. Mikuen
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Attorney-in-Fact pursuant to a power of attorney
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HARRIS CORPORATION RETIREMENT PLAN
Employee Benefits Committee,
as Plan Administrator
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By:
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/s/ James P. Girard
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James P. Girard, Chairperson
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1.
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Section 5.2 is hereby amended by adding the following sentence at the end:
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RE:
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HARRIS CORPORATION RETIREMENT PLAN — REGISTRATION STATEMENT ON FORM S-8
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1.
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Harris is a corporation duly incorporated and validly existing under the laws of the State of Delaware.
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2.
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The Shares have been duly authorized by all necessary corporate action on the part of Harris and, when issued and sold pursuant to and in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
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/s/ Scott T. Mikuen, Esq.
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Scott T. Mikuen, Esq.
Senior Vice President, General Counsel
and Secretary
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/s/ Ernst & Young LLP
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/s/ Ernst & Young LLP
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/s/ Carr, Riggs & Ingram, LLC
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/
S
/ W
ILLIAM
M. B
ROWN
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/
S
/ T
ERRY
D. G
ROWCOCK
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William M. Brown
Chairman, President and Chief Executive Officer
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Terry D. Growcock
Director
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/
S
/ R
AHUL
G
HAI
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/
S
/ L
EWIS
H
AY
III
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Rahul Ghai
Senior Vice President and Chief Financial Officer
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Lewis Hay III
Director
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/
S
/ T
ODD
A. T
AYLOR
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/
S
/ V
YOMESH
I. J
OSHI
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Todd A. Taylor
Vice President, Principal Accounting Officer
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Vyomesh I. Joshi
Director
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/
S
/ J
AMES
F. A
LBAUGH
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/
S
/ L
ESLIE
F. K
ENNE
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James F. Albaugh
Director
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Leslie F. Kenne
Director
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/
S
/ P
ETER
W. C
HIARELLI
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/
S
/ J
AMES
C. S
TOFFEL
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Peter W. Chiarelli
Director
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James C. Stoffel
Director
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/
S
/ T
HOMAS
A. D
ATTILO
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/
S
/ G
REGORY
T. S
WIENTON
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Thomas A. Dattilo
Director
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Gregory T. Swienton
Director
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/
S
/ R
OGER
B. F
RADIN
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/
S
/ H
ANSEL
E. T
OOKES
II
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Roger B. Fradin
Director
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Hansel E. Tookes II
Director
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