Table of Contents

As filed with the Securities and Exchange Commission on December 10, 2009
Registration No. 333-                     
 
 
(HARRIS LOGO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
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
(Address of Principal Executive Offices) 		  32919
(Zip Code)
 
HARRIS CORPORATION RETIREMENT PLAN
(Full title of the plan)
 
Scott T. Mikuen, Esq.
Vice President, Associate General Counsel and Secretary
HARRIS CORPORATION
1025 West NASA Boulevard
Melbourne, Florida 32919
(Name and address of agent for service)
(321) 727-9100
(Telephone number, including area code, of agent for service)
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
             
Large accelerated filer þ           Accelerated filer o
 
Non-accelerated filer o   (Do not check if a smaller reporting company)       Smaller reporting company o
 
CALCULATION OF REGISTRATION FEE
                             
 
                    Proposed        
  Title of securities     Amount to be     Proposed maximum     maximum aggregate     Amount of  
  to be registered     Registered (1)     offering price per share (2)     offering price (2)     registration fee (2)  
  Common Stock, par value $1.00 per share     1,500,000     $45.46     $68,190,000     $3,805  
 
(1)   This Registration Statement covers up to 1,500,000 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 July 1, 2007 and as further amended on July 24, 2007, September 19, 2007, June 5, 2008, November 7, 2008 (effective November 6, 2008), March 5, 2009, May 21, 2009 (effective July 1, 2009), August 6, 2009 (effective August 28, 2009) and December 8, 2009 (effective December 31, 2009) (collectively, 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.
 
(2)   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 ($46.06) and low ($44.85) sales prices of the Registrant’s Common Stock on December 4, 2009, as reported on the New York Stock Exchange.
 
 

 

TABLE OF CONTENTS

PART II
Item 3. Incorporation of Documents by Reference
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 8. Exhibits
Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
EX-4.D.IX
EX-4.E.III
EX-5
EX-15
EX-23.B
EX-24.A
EX-24.B

Table of Contents

EXPLANATORY NOTE
     This Registration Statement on Form S-8 (this “Registration Statement”) is being filed for the purpose of registering an additional 1,500,000 shares of common stock, par value $1.00 per share (“Common Stock”), of Harris Corporation, a Delaware corporation (the “Registrant”), that may be offered and sold, and an indeterminate number of plan interests that may be offered or sold, under the Harris Corporation Retirement Plan, as amended and restated effective July 1, 2007 and as further amended on July 24, 2007, September 19, 2007, June 5, 2008, November 7, 2008 (effective November 6, 2008), March 5, 2009, May 21, 2009 (effective July 1, 2009), August 6, 2009 (effective August 28, 2009) and December 8, 2009 (effective December 31, 2009) (collectively, the “Retirement Plan”). The Registrant previously filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-8 (Registration No. 333-75114) on December 14, 2001 in order to register 1,500,000 shares of Common Stock (and an indeterminate number of shares that may be offered or issued as a result of stock splits, stock dividends or similar transactions) and an indeterminate number of plan interests, under the Retirement Plan as then in effect. In accordance with Instruction E of the General Instructions to Form S-8, the contents of such earlier Registration Statement are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference .
     The following documents previously filed by the Registrant (Commission File No. 1-3863) with the Commission, are incorporated into this Registration Statement by reference and made a part hereof:
  1.   The Registrant’s Annual Report on Form 10-K for the fiscal year ended July 3, 2009, filed with the Commission on August 31, 2009, including portions of the Registrant’s Proxy Statement for the 2009 Annual Meeting of Shareholders to the extent specifically incorporated by reference therein;
 
  2.   The Harris Corporation Retirement Plan’s Annual Report on Form 11-K for the fiscal year ended July 3, 2009, filed with the Commission on November 12, 2009;
 
  3.   The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 2, 2009, filed with the Commission on October 28, 2009;
 
  4.   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: September 3, 2009 (date of event August 28, 2009); October 5, 2009 (date of event October 2, 2009); October 15, 2009 (date of event October 13, 2009); and October 28, 2009 (date of event October 23, 2009);
 
  5.   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
 
  6.   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. 333-159688), filed with the Commission on June 3, 2009.
     All reports and other documents filed by the Registrant or the Retirement Plan (other than any portion of such filings that are furnished under applicable rules of the Commission rather than filed) pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and all reports on Form 11-K filed regarding the Retirement Plan after the date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing of such reports and documents.
     Any statement contained in a document incorporated or deemed to be incorporated by reference into this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other 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 Registration Statement.

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Item 5. Interests of Named Experts and Counsel.
     Certain legal matters in connection with the Common Stock covered by this Registration Statement will be passed upon for the Registrant by Scott T. Mikuen, an employee of the Registrant and its Vice President, Associate General Counsel and Secretary. Mr. Mikuen participates in the Retirement Plan and also owns shares of the Registrant’s Common Stock and options to purchase shares of the Registrant’s Common Stock.
Item 6. Indemnification of Directors and Officers.
     Section 145 of the Delaware General Corporation Law (“DGCL”) permits a corporation to indemnify any person who was or is, 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, partnership, joint venture, trust or other 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 best interests of the corporation, and with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful.
     This power to indemnify applies to actions brought by or in the right of the corporation to procure a judgment in its favor as well, but only to the extent of expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense of the action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with the further limitation that in such actions no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.
     Where a present or former director or officer has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in the prior paragraphs, the corporation must indemnify him or her against the expenses (including attorneys’ fees) 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 full extent permitted by law. The Registrant’s By-Laws also provide that expenses (including attorneys’ fees) incurred by any such person in defending actions, suits or proceedings shall be paid or reimbursed by the Registrant promptly upon demand.
     As permitted by Section 102(b)(7) of 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 personal 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 that 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 its directors and officers pursuant to which each director and officer is entitled to be indemnified to the fullest extent allowable under Delaware law.
     The foregoing summaries are subject to the complete text of the DGCL and the Registrant’s Restated Certificate of Incorporation, By-Laws and the other arrangements referred to above and are qualified in their entirety by reference thereto.

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Item 8. Exhibits.
     The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:
     
4(a)
  Restated Certificate of Incorporation of Harris Corporation (1995), as amended, incorporated herein by reference to Exhibit 3(a) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 2008. (Commission File Number 1-3863)
 
   
4(b)
  By-Laws of Harris Corporation, as amended and restated effective October 24, 2008, incorporated herein by reference to Exhibit 3(ii) to the Registrant’s Current Report on Form 8-K filed with the Commission on October 29, 2008. (Commission File Number 1-3863)
 
   
4(c)
  Specimen stock certificate for the Registrant’s common stock, incorporated herein by reference to Exhibit 4(a) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2004. (Commission File Number 1-3863)
 
   
4(d)(i)
  Harris Corporation Retirement Plan (Amended and Restated Effective July 1, 2007), incorporated herein by reference to Exhibit 10(f)(i) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2007. (Commission File Number 1-3863)
 
   
4(d)(ii)
  Amendment Number One to the Harris Corporation Retirement Plan, dated July 24, 2007, incorporated herein by reference to Exhibit 10(f)(ii) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2007. (Commission File Number 1-3863)
 
   
4(d)(iii)
  Amendment Number Two to the Harris Corporation Retirement Plan, dated September 19, 2007, incorporated herein by reference to Exhibit 10(f)(iii) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2007. (Commission File Number 1-3863)
 
   
4(d)(iv)
  Amendment Number Three to the Harris Corporation Retirement Plan, dated June 5, 2008, incorporated herein by reference to Exhibit 10(f)(iv) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 27, 2008. (Commission File Number 1-3863)
 
   
4(d)(v)
  Amendment Number Four to the Harris Corporation Retirement Plan, dated November 7, 2008 and effective November 6, 2008, incorporated herein by reference to Exhibit 10(e) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 2, 2009. (Commission File Number 1-3863)
 
   
4(d)(vi)
  Amendment Number Five to the Harris Corporation Retirement Plan, dated March 5, 2009, incorporated herein by reference to Exhibit 10(f)(vi) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended July 3, 2009. (Commission File Number 1-3863)
 
   
4(d)(vii)
  Amendment Number Six to the Harris Corporation Retirement Plan, dated May 21, 2009 and effective July 1, 2009, incorporated herein by reference to Exhibit 10(f)(vii) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended July 3, 2009. (Commission File Number 1-3863)
 
   
4(d)(viii)
  Amendment Number Seven to the Harris Corporation Retirement Plan, dated August 6, 2009 and effective August 28, 2009, incorporated herein by reference to Exhibit 10(c) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 2, 2009. (Commission File Number 1-3863)
 
   
4(d)(ix)
  Amendment Number Eight to the Harris Corporation Retirement Plan, dated December 8, 2009 and effective December 31, 2009.
 
   
4(e)(i)
  Amended and Restated Master Trust Agreement and Declaration of Trust, made as of December 2, 2003, by and between Harris Corporation and The Northern Trust Company, incorporated herein by reference to Exhibit 10(c) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 2, 2004. (Commission File Number 1-3863)
 
   
4(e)(ii)
  Amendment to the Harris Corporation Master Trust, dated May 21, 2009, incorporated herein by reference to Exhibit 10(m)(ii) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended July 3, 2009. (Commission File Number 1-3863).
 
   
4(e)(iii)
  Amendment to the Harris Corporation Master Trust, dated December 8, 2009 and effective December 31, 2009.
 
   
5
  Opinion of Scott T. Mikuen, Esq., Vice President, Associate General Counsel and Secretary of the Registrant, as to the validity of the securities registered hereby.
 
   
15
  Letter Regarding Unaudited Interim Financial Information.

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23(a)
  Consent of Scott T. Mikuen, Esq. (included in Opinion in Exhibit 5).
 
   
23(b)
  Consent of Ernst & Young LLP.
 
   
24(a)
  Power of Attorney (granted by directors Dattilo, Growcock, Hay, Kaufman, Kenne, Rickard, Swienton and Tookes).
 
   
24(b)
  Power of Attorney (granted by directors Katen and Stoffel).
     The Registrant hereby undertakes that it will submit, or has submitted, the Retirement Plan and any amendment thereto to the Internal Revenue Service (“IRS”) in a timely manner and has made, or will make, all changes required by the IRS in order to qualify the Retirement Plan under Section 401 of the Internal Revenue Code of 1986, as amended.

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Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
  (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
  (i)   To include any prospectus required by Section 10(a)(3) of the Securities Act;
 
  (ii)   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.
 
  (iii)   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;
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 to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
  (2)   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.
 
  (3)   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.
 
  (4)   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.
 
      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Melbourne, State of Florida, on December 10, 2009.
         
  HARRIS CORPORATION
  		 
  By:   /s/ Howard L. Lance    
    Name:   Howard L. Lance   
    Title:   Chairman of the Board, President and Chief Executive Officer   
 
     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
         
Signature
 
Title
 
Date
 
/s/ Howard L. Lance
 
Howard L. Lance
  Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer) 		  December 10, 2009
 
       
/s/ Gary L. McArthur
 
Gary L. McArthur
  Senior Vice President and Chief Financial Officer
(Principal Financial Officer) 		  December 10, 2009
 
       
/s/ Lewis A. Schwartz
 
Lewis A. Schwartz
  Vice President, Principal Accounting Officer
(Principal Accounting Officer) 		  December 10, 2009
 
       
/s/ Thomas A. Dattilo*
 
Thomas A. Dattilo
  Director    December 10, 2009
 
       
/s/ Terry D. Growcock*
 
Terry D. Growcock
  Director    December 10, 2009
 
       
/s/ Lewis Hay III*
 
Lewis Hay III
  Director    December 10, 2009
 
       
/s/ Karen Katen*
 
Karen Katen
  Director    December 10, 2009
 
       
/s/ Stephen P. Kaufman*
 
Stephen P. Kaufman
  Director    December 10, 2009
 
       
/s/ Leslie F. Kenne*
 
Leslie F. Kenne
  Director    December 10, 2009
 
       
/s/ David B. Rickard*
 
David B. Rickard
  Director    December 10, 2009
 
       
/s/ James C. Stoffel*
 
James C. Stoffel
  Director    December 10, 2009

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Signature
 
Title
 
Date
 
/s/ Gregory T. Swienton*
 
Gregory T. Swienton
  Director    December 10, 2009
 
       
/s/ Hansel E. Tookes II*
 
Hansel E. Tookes II
  Director    December 10, 2009
       
   
*By:   /s/ Scott T. Mikuen    
  Scott T. Mikuen   
  Attorney-in-Fact pursuant to a power of attorney   
 
 
     Pursuant to the requirements of the Securities Act of 1933, the Trustees (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Melbourne, State of Florida, on December 10, 2009.
HARRIS CORPORATION RETIREMENT PLAN
Employee Benefits Committee,
as Plan Administrator
       
   
By:   /s/ Ronald A. Wyse    
  Ronald A. Wyse, Chairperson   
     

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EXHIBIT INDEX
     
Exhibit No.    
Under Reg.    
S-K, Item    
601   Description
4(a)
  Restated Certificate of Incorporation of Harris Corporation (1995), as amended, incorporated herein by reference to Exhibit 3(a) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 2008. (Commission File Number 1-3863)
 
   
4(b)
  By-Laws of Harris Corporation, as amended and restated effective October 24, 2008, incorporated herein by reference to Exhibit 3(ii) to the Registrant’s Current Report on Form 8-K filed with the Commission on October 29, 2008. (Commission File Number 1-3863)
 
   
4(c)
  Specimen stock certificate for the Registrant’s common stock, incorporated herein by reference to Exhibit 4(a) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2004. (Commission File Number 1-3863)
 
   
4(d)(i)
  Harris Corporation Retirement Plan (Amended and Restated Effective July 1, 2007), incorporated herein by reference to Exhibit 10(f)(i) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2007. (Commission File Number 1-3863)
 
   
4(d)(ii)
  Amendment Number One to the Harris Corporation Retirement Plan, dated July 24, 2007, incorporated herein by reference to Exhibit 10(f)(ii) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2007. (Commission File Number 1-3863)
 
   
4(d)(iii)
  Amendment Number Two to the Harris Corporation Retirement Plan, dated September 19, 2007, incorporated herein by reference to Exhibit 10(f)(iii) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2007. (Commission File Number 1-3863)
 
   
4(d)(iv)
  Amendment Number Three to the Harris Corporation Retirement Plan, dated June 5, 2008, incorporated herein by reference to Exhibit 10(f)(iv) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 27, 2008. (Commission File Number 1-3863)
 
   
4(d)(v)
  Amendment Number Four to the Harris Corporation Retirement Plan, dated November 7, 2008 and effective November 6, 2008, incorporated herein by reference to Exhibit 10(e) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 2, 2009. (Commission File Number 1-3863)
 
   
4(d)(vi)
  Amendment Number Five to the Harris Corporation Retirement Plan, dated March 5, 2009, incorporated herein by reference to Exhibit 10(f)(vi) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended July 3, 2009. (Commission File Number 1-3863)
 
   
4(d)(vii)
  Amendment Number Six to the Harris Corporation Retirement Plan, dated May 21, 2009 and effective July 1, 2009, incorporated herein by reference to Exhibit 10(f)(vii) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended July 3, 2009. (Commission File Number 1-3863)
 
   
4(d)(viii)
  Amendment Number Seven to the Harris Corporation Retirement Plan, dated August 6, 2009 and effective August 28, 2009, incorporated herein by reference to Exhibit 10(c) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 2, 2009. (Commission File Number 1-3863)
 
   
4(d)(ix)
  Amendment Number Eight to the Harris Corporation Retirement Plan, dated December 8, 2009 and effective December 31, 2009.
 
   
4(e)(i)
  Amended and Restated Master Trust Agreement and Declaration of Trust, made as of December 2, 2003, by and between Harris Corporation and The Northern Trust Company, incorporated herein by reference to Exhibit 10(c) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 2, 2004. (Commission File Number 1-3863)
 
   
4(e)(ii)
  Amendment to the Harris Corporation Master Trust, dated May 21, 2009, incorporated herein by reference to Exhibit 10(m)(ii) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended July 3, 2009. (Commission File Number 1-3863).
 
   
4(e)(iii)
  Amendment to the Harris Corporation Master Trust, dated December 8, 2009 and effective December 31, 2009.
 
   
5
  Opinion of Scott T. Mikuen, Esq., Vice President, Associate General Counsel and Secretary of the Registrant, as to the validity of the securities registered hereby.

 

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Exhibit No.    
Under Reg.    
S-K, Item    
601   Description
15
  Letter Regarding Unaudited Interim Financial Information.
 
   
23(a)
  Consent of Scott T. Mikuen, Esq. (included in Opinion in Exhibit 5).
 
   
23(b)
  Consent of Ernst & Young LLP.
 
   
24(a)
  Power of Attorney (granted by directors Dattilo, Growcock, Hay, Kaufman, Kenne, Rickard, Swienton and Tookes).
 
   
24(b)
  Power of Attorney (granted by directors Katen and Stoffel).

 

Exhibit 4(d)(ix)
AMENDMENT NUMBER EIGHT
TO THE
HARRIS CORPORATION RETIREMENT PLAN
      WHEREAS, Harris Corporation, a Delaware corporation (the “ Corporation ”), heretofore has adopted and maintains the Harris Corporation Retirement Plan, as amended and restated effective July 1, 2007 (the “ Plan ”);
      WHEREAS, pursuant to Section 17.1 of the Plan, the Management Development and Compensation Committee of the Corporation’s Board of Directors (the “ Compensation Committee ”) has the authority to amend the Plan;
      WHEREAS, pursuant to Section 13.3 of the Plan, the Compensation Committee has delegated to the Employee Benefits Committee of the Corporation (the “ Employee Benefits Committee ”) the authority to adopt non-material amendments to the Plan;
      WHEREAS, the Employee Benefits Committee desires to amend the Plan (i) to change the Plan’s definition of “Plan Year” from a fiscal year to a calendar year, with a resulting short plan year ending on December 31, 2009 and (ii) to reflect certain provisions of the Pension Protection Act of 2006; and
      WHEREAS, the Employee Benefits Committee has determined the above-described amendments to be non-material.
      NOW, THEREFORE, BE IT RESOLVED, that the Plan hereby is amended, effective as of December 31, 2009 or as of such other date set forth herein, as follows:
     1. Effective as of January 1, 2008, the definition of “Eligible Retirement Plan” in Article 2 hereby is amended to read as follows:
      Eligible Retirement Plan . Any of (i) an individual retirement account described in section 408(a) of the Code (including a Roth IRA described in section 408A of the Code), (ii) an individual retirement annuity described in section 408(b) of the Code (including a Roth IRA described in section 408A of the Code, and excluding any endowment contract), (iii) an employees’ trust described in section 401(a) of the Code which is exempt from tax under section 501(a) of the Code, (iv) an annuity plan described in section 403(a) of the Code; (v) an eligible deferred compensation plan described in section 457(b) of the Code which is maintained by a state, political subdivision of a state or any agency or instrumentality of a state or political subdivision of a state which agrees

 

 

to account separately for amounts transferred into such plan and (vi) an annuity contract described in section 403(b) of the Code.
     2. The definition of “Plan Year” in Article 2 hereby is amended to read as follows:
      Plan Year . Effective January 1, 2010, the calendar year. A short “Plan Year” was maintained that began on July 4, 2009 and ended on December 31, 2009. Prior thereto, the “Plan Year” was the Fiscal Year.
     3. The last sentence of Section 4.4 hereby is amended to replace the phrase “which ends with such Plan Year” set forth therein with the phrase “which ends within or with such Plan Year”.
     4. The first sentence of Section 6.4 hereby is amended to replace the phrase “fiscal year of such Employers that ends with such Plan Year” set forth therein with the phrase “fiscal year of such Employers that ends within or with such Plan Year”.
     5. The last sentence of Section 9.6 hereby is amended to read as follows, with clause (i) of such sentence effective as of January 1, 2007 and the remainder of such sentence effective as of January 1, 2008:
Notwithstanding the foregoing, (i) any portion of an eligible rollover distribution that consists of after-tax contributions may be transferred only to (X) an individual retirement account or annuity described in section 408(a) or (b) of the Code or (Y) a qualified plan described in section 401(a) or 403(a) of the Code or an annuity contract described in section 403(b) of the Code that agrees to account separately for amounts so transferred; (ii) a Participant’s Designated Roth Account may be transferred only to another designated Roth contributions account under an applicable retirement plan described in section 402A(e)(1) of the Code or to a Roth IRA described in section 408A of the Code, and only to the extent the rollover is permitted by the rules of section 402(c)(2) of the Code; (iii) if the distributee is a nonspouse Beneficiary, the eligible rollover distribution may be transferred only to an individual retirement account or annuity described in section 408(a) or (b) of the Code and only if such account or annuity has been established for the purpose of receiving such distribution on behalf of the nonspouse Beneficiary and will be treated as an inherited individual retirement account or annuity pursuant to the provisions of section 402(c)(11) of the Code and (iv) prior to January 1, 2010, an eligible rollover distribution of amounts other than amounts in a Participant’s Designated Roth Account may be transferred to a Roth IRA only if the modified adjusted gross income and other limits of section 408A(c)(3)(B) of the Code are satisfied.

2

 

      APPROVED by the HARRIS CORPORATION EMPLOYEE BENEFITS COMMITTEE on this 8th day of December, 2009.
         
     
  /s/ John D. Gronda    
  John D. Gronda, Secretary   
     
 

3

Exhibit 4(e)(iii)
AMENDMENT
TO THE
HARRIS CORPORATION MASTER TRUST
      THIS AMENDMENT is made this 8th day of December, 2009 by and between HARRIS CORPORATION , a Delaware corporation (the “ Corporation ”), and THE NORTHERN TRUST COMPANY , an Illinois corporation of Chicago, Illinois (the “ Trustee ”);
      WHEREAS, the Corporation heretofore has adopted and maintains the Harris Corporation Retirement Plan, effective July 1, 2007 and as amended from time to time (the “ Plan ”);
      WHEREAS, the Corporation and the Trustee have entered into the Harris Corporation Master Trust, effective November 3, 2003 and as amended from time to time (the “ Trust Agreement ”) to serve as a funding medium for the Plan;
      WHEREAS, the Employee Benefits Committee of the Corporation (the “ Committee ”) has the authority to amend the Trust Agreement, with the written consent of the Trustee; and
      WHEREAS, in connection with the amendment of the Plan’s definition of “plan year” effective December 31, 2009, the Committee and the Trustee desire to amend the Trust Agreement to change the definition of “Accounting Period” from a twelve-consecutive month period ending on the Friday closest to June 30 to a twelve-consecutive month period beginning on January 1 and ending on December 31, with a resulting short accounting period ending on December 31, 2009.

 

 

      NOW, THEREFORE, BE IT RESOLVED, that Section 1.2(b) of the Trust Agreement hereby is amended in its entirety, effective as of December 31, 2009, as follows:
     (b) “Accounting Period” shall mean the twelve-consecutive month period beginning on January 1 and ending on December 31. Notwithstanding the foregoing, a short “Accounting Period” was maintained for the Trust beginning on July 4, 2009 and ending on December 31, 2009, and prior thereto, the “Accounting Period” for the Trust was the twelve-consecutive month period ending on the Friday closest to June 30. If a Participating Plan shall withdraw from the Trust, the Accounting Period with respect to such Participating Plan shall end on the date of the Participating Plan’s withdrawal.
      IN WITNESS WHEREOF, the Committee and the Trustee have caused this Amendment to be executed by their duly authorized representatives on the day and year first written above.
         
  EMPLOYEE BENEFITS COMMITTEE OF
HARRIS CORPORATION
  		 
  By:   /s/ John D. Gronda    
        
  Its:   Secretary    
       
 
         
  THE NORTHERN TRUST COMPANY
  		 
  By:   /s/ Robert Draths    
        
  Its:   Senior Vice President    
       
 

 

Exhibit 5
Harris Corporation
1025 West NASA Boulevard
Melbourne, Florida 32919
December 10, 2009
Harris Corporation
1025 West NASA Boulevard
Melbourne, Florida 32919
     
RE:
  HARRIS CORPORATION RETIREMENT PLAN —
 
  REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
     I am Vice President, Associate General Counsel and Secretary of Harris Corporation, a Delaware corporation (“Harris”), and in such capacity I, together with lawyers over whom I exercise supervision, have acted as counsel for Harris in connection with the registration, on Form S-8 (the “Registration Statement”), filed or to be filed with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended (the “Securities Act”), of up to an additional 1,500,000 shares of Harris’ common stock, par value $1.00 per share (the “Shares”), which may be offered and sold under the Harris Corporation Retirement Plan, as amended (the “Plan”), as specified in the Registration Statement.
     In connection therewith, I have examined such corporate records and other documents and instruments, including the Registration Statement, as I have deemed relevant and necessary to express the opinions contained herein. In the examination of such documents and instruments, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals and the conformity to those original documents of all documents submitted to me as certified or photostatic copies.
     I am admitted to practice only in the States of New York and Florida. The opinions expressed herein are limited in all respects to the Federal laws of the United States of America and the General Corporation Law of the State of Delaware, insofar as such laws apply, and I express no opinion as to conflicts of law rules, or the laws of any states or jurisdictions, including Federal laws regulating securities laws or the rules or regulations of stock exchanges or any other regulatory body, other than specified above.
     Based upon and subject to the foregoing, I am of the opinion that:
  1.   Harris is a corporation duly incorporated and validly existing under the laws of the State of Delaware.
 
  2.   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.
     The opinions expressed herein are rendered only to Harris in connection with the matters addressed herein and may not be relied upon by any person or entity for any purpose without my prior written consent.

 

 

     I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
       
/s/ Scott T. Mikuen, Esq.    
Scott T. Mikuen, Esq.   
Vice President, Associate Generate Counsel
and Secretary  		 

 

Exhibit 15
The Board of Directors and Shareholders of Harris Corporation
We are aware of the incorporation by reference in the Registration Statement (Form S-8) dated December 10, 2009 of Harris Corporation for the registration of its common stock of our report dated October 28, 2009 relating to the unaudited condensed consolidated interim financial statements of Harris Corporation that are included in its Form 10-Q for the quarter ended October 2, 2009.
       
   
      /s/ Ernst & Young LLP    
      Certified Public Accountants   
   
West Palm Beach, Florida
December 10, 2009
  		 
   
   
   
Exhibit 23(b)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8) dated December 10, 2009 pertaining to the Harris Corporation Retirement Plan of our reports (a) dated August 31, 2009, with respect to the consolidated financial statements and schedule of Harris Corporation and the effectiveness of internal control over financial reporting of Harris Corporation included in its Annual Report (Form 10-K), and (b) dated November 12, 2009, with respect to the financial statements and schedule of Harris Corporation’s Retirement Plan included in the Plan’s Annual Report (Form 11-K), both for the year ended July 3, 2009, filed with the Securities and Exchange Commission.
       
   
/s/ Ernst & Young LLP
 
Certified Public Accountants 
 
   
West Palm Beach, Florida
December 10, 2009
  		 
   
   
   
Exhibit 24(a)
POWER OF ATTORNEY
     KNOW TO ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints SCOTT T. MIKUEN and EUGENE S. CAVALLUCCI, and each of them severally, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for and in the name, place and stead of the undersigned, for him or her in any and all capacities, to sign the Registration Statement of Harris Corporation on Form S-8 under the Securities Act of 1933, as amended, with respect to the registration of an additional 1,500,000 shares of Harris Corporation’s common stock, par value $1.00 per share, that may be offered and sold under the Harris Corporation Retirement Plan, and any and all amendments including post-effective amendments, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each such attorneys-in-fact or agents or their substitutes, may do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
     IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney in the capacities and on the dates indicated.
     
SIGNATURE
 
DATE
 
 
/s/ Thomas A. Dattilo
 
   November 30, 2009 
Thomas A. Dattilo
   
Director
   
 
   
/s/ Terry D. Growcock
 
   November 30, 2009 
Terry D. Growcock
   
Director
   
 
   
/s/ Lewis Hay III
 
  December 2, 2009 
Lewis Hay III
   
Director
   
 
   
/s/ Stephen P. Kaufman
 
   November 30, 2009 
Stephen P. Kaufman
   
Director
   
 
   
/s/ Leslie F. Kenne
 
  December 8, 2009 
Leslie F. Kenne
   
Director
   
 
   
/s/ David B. Rickard
 
  December 1, 2009 
David B. Rickard
   
Director
   
 
   
/s/ Gregory T. Swienton
 
  December 8, 2009 
Gregory T. Swienton
   
Director
   
 
   
/s/ Hansel E. Tookes II
 
   December 8, 2009 
Hansel E. Tookes II
   
Director
   

Exhibit 24(b)
POWER OF ATTORNEY
          KNOW TO ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints SCOTT T. MIKUEN and EUGENE S. CAVALLUCCI, and each of them severally, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for and in the name, place and stead of the undersigned, for him or her in any and all capacities, to sign the Registration Statement of Harris Corporation on Form S-8 under the Securities Act of 1933, as amended, with respect to the registration of an additional 1,500,000 shares of Harris Corporation’s common stock, par value $1.00 per share, that may be offered and sold under the Harris Corporation Retirement Plan, and any and all amendments including post-effective amendments, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each such attorneys-in-fact or agents or their substitutes, may do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
     Except as otherwise specifically provided herein, the power of attorney granted herein shall not in any manner revoke in whole or in part any power of attorney that each person whose signature appears below has previously executed. This power of attorney shall not be revoked by any subsequent power of attorney each person whose signature appears below may execute, unless such subsequent power specifically refers to this power of attorney or specifically states that the instrument is intended to revoke all prior general powers of attorney or all prior powers of attorney.
     The “CAUTION TO THE PRINCIPAL” and “IMPORTANT INFORMATION FOR THE AGENT” statements below are required under New York State General Obligations Law. Notwithstanding anything to the contrary contained herein, this Power of Attorney is limited to the powers granted as described above and DOES NOT grant the attorneys and agent the authority to spend each of the undersigned’s money or sell or dispose of each of the undersigned’s property.
     CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the “principal,” you give the person whom you choose (your “agent”) authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority. When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. “Important Information for the Agent” at the end of this document describes your agent’s responsibilities. Your agent can act on your behalf only after signing the Power of Attorney before a notary public. You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located. You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly. Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this. The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us. If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.
[ Signature Pages Follow ]

 

 

SIGNATURE OF PRINCIPAL AND ACKNOWLEDGEMENT:
     In witness whereof I have hereunto signed my name on December 7, 2009.
       
 
/s/ Karen Katen
  Director 
 
 
Karen Katen
   
State of New York)
County of Bronx) ss.:
On the 7 th day of December in the year before me, the undersigned, personally appeared Karen Katen, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
 
 
/s/ Sharon Sewall
Notary Public, State of New York
Signature and Office of individual taking acknowledgment
 
No. 01SE6165534
Qualified in Bronx County
Commission expires 5/7/2011
 
 
Power of Attorney
Karen Katen Signature Page

 

 

SIGNATURE OF PRINCIPAL AND ACKNOWLEDGEMENT:
     In witness whereof I have hereunto signed my name on December 7, 2009.
       
 
/s/ James C. Stoffel 
  Director 
 
 
James C. Stoffel
   
State of New York)
County of Monroe) ss.:
On the 7 th day of December in the year before me, the undersigned, personally appeared James C. Stoffel, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
 
 
/s/ Allison Shields
Notary Public, State of New York
Signature and Office of individual taking acknowledgment
 
No. 01SH6208683
Commission expires 07/06/2013
Qualified in Monroe County
 
Power of Attorney
James C. Stoffel Signature Page

 

 

IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:
(1)   act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;
 
(2)   avoid conflicts that would impair your ability to act in the principal’s best interest;
 
(3)   keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;
 
(4)   keep a record or all receipts, payments, and transactions conducted for the principal; and
 
(5)   disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).
     You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal’s best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.
     Liability of agent: The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.
[ Signature Pages Follow ]

 

 

SIGNATURE OF AGENT AND ACKNOWLEDGEMENT:
I have read the foregoing Power of Attorney. I am the person identified therein as agent for the principal named therein. In witness whereof I have hereunto signed my name on December 10, 2009.
       
  /s/ Scott T. Mikuen
 
SCOTT T. MIKUEN 		 
 
         
State of Florida
  )    
 
  ss:    
County of Brevard
  )    
On the 10 th day of December in the year before me, the undersigned, personally appeared Scott T. Mikuen, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
 
 
/s/ Sandra K. Racicot
Notary Public, State of Florida
Signature and Office of individual taking acknowledgment
 
No. DD 622858
My Commission expires March 13, 2011
 
Power of Attorney
Scott T. Mikuen Signature Page

 

 

SIGNATURE OF AGENT AND ACKNOWLEDGEMENT:
I have read the foregoing Power of Attorney. I am the person identified therein as agent for the principal named therein. In witness whereof I have hereunto signed my name on December 10, 2009.
       
 
/s/ Eugene S. Cavallucci
 
EUGENE S. CAVALLUCCI
   
         
State of Florida
  )    
 
  ss:    
County of Brevard
  )    
On the 10 th day of December in the year before me, the undersigned, personally appeared Eugene S. Cavallucci, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
 
 
 
/s/ Sandra K. Racicot
Notary Public, State of Florida
Signature and Office of individual taking acknowledgment
No. DD 622858
My Commission expires March 13, 2011
 
Power of Attorney
Eugene S. Cavallucci Signature Page