UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 13, 2020
L3HARRIS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-3863 | | 34-0276860 |
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(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| 1025 West NASA Boulevard | | |
| Melbourne, | Florida | | | 32919 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (321) 727-9100
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| No change |
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| (Former name or former address, if changed since last report) |
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| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $1.00 per share | | LHX | | New York Stock Exchange |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. |
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Emerging growth company | ☐ |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
Item 8.01 Other Events.
On March 13, 2020, L3Harris Technologies, Inc. (“L3Harris”) closed its issuance and sale of $250,000,000 aggregate principal amount of its Floating Rate Notes due March 2023 (the “Notes”). The Notes will bear interest at a floating rate, reset quarterly, equal to three-month LIBOR plus 0.750% per year, and will mature on March 10, 2023. The Notes will be unsecured and unsubordinated and will rank equally in right of payment with all other unsecured and unsubordinated indebtedness of L3Harris from time to time outstanding.
The Notes were offered and sold under L3Harris’ “automatic shelf” Registration Statement on Form S-3 (Registration No. 333-233827) filed with the Securities and Exchange Commission (“SEC”) on September 18, 2019 (the “Registration Statement”). In connection with the issuance and sale of the Notes, L3Harris filed a Prospectus dated September 18, 2019, and a related Prospectus Supplement dated March 4, 2020, which relate to the issuance and sale of the Notes, and entered into an Underwriting Agreement, dated as of March 4, 2020, between L3Harris and Deutsche Bank Securities Inc. and U.S. Bancorp Investments, Inc., which was filed as an exhibit to L3Harris’ Current Report on Form 8-K filed with the SEC on March 4, 2020.
The Notes were issued pursuant to an Indenture, dated as of September 3, 2003 (Exhibit 4.2 to the Registration Statement), between L3Harris and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as trustee.
The following documents relating to the sale of the Notes are filed as exhibits to this Current Report on Form 8-K and are incorporated into this Item 8.01 by reference:
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| • | Form of Floating Rate Global Note due March 2023; and |
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| • | Opinion of Holland & Knight LLP as to the validity of the Notes. |
L3Harris will use the net proceeds from the sale of the Notes, together with cash on hand, to repay at maturity $250,000,000 aggregate principal amount of its Floating Rate Notes due April 2020, which mature on April 30, 2020, and for general corporate purposes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed herewith:
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Exhibit Number | Description |
| 4.1 | |
| 5.1 | |
| 23.1 | |
| 104 | Cover Page Interactive Data File formatted in Inline XBRL |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | L3HARRIS TECHNOLOGIES, INC. | |
| | By: | /s/ Jesus Malave Jr. | |
| | | Name: | Jesus Malave Jr. | |
| Date: March 13, 2020 | | Title: | Senior Vice President and Chief Financial Officer | |
