As filed with the Securities and Exchange Commission on October 26, 2009
Securities Act Registration No. 333-160781
Investment Company Act File Number 814-176
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM N-2
Registration Statement Under The Securities Act Of 1933:
| | Pre-Effective Amendment No. | £ |
| | | |
| | Post-Effective Amendment No. 2 | T |
__________
HARRIS & HARRIS GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
111 West 57th Street
Suite 1100
New York, New York 10019
(Address of Principal Executive Offices)
(212) 582-0900
(Registrant’s Telephone Number, including Area Code)
Douglas W. Jamison, Chairman, CEO
111 West 57th Street
Suite 1100
New York, New York 10019
(Name and Address of Agent for Service)
___________
Copies to:
| | |
| Sandra M. Forman, Esq. | Richard T. Prins, Esq. |
| General Counsel | Skadden, Arps, Slate, Meagher & Flom LLP |
| Harris & Harris Group, Inc. | Four Times Square |
111 West 57th Street, Suite 1100 | New York, New York 10036 |
| New York, New York 10019 | (212) 735-3000 |
| (212) 582-0900 | |
__________________
Approximate Date of Proposed Public Offering:
Not applicable. Removal of unsold securities from registration.
If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. *
EXPLANATORY NOTE
On July 24, 2009, Harris & Harris Group, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form N-2 (File No. 333-160781) (as amended by Pre-Effective Amendment No. 1 thereto, filed with the Commission on September 21, 2009, and Post-Effective Amendment No. 1 thereto, filed with the Commission on October 6, 2009, the “Registration Statement”). The Registration Statement registered 7,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).
On October 9, 2009, the Company completed an underwritten public offering of 4,887,500 shares of Common Stock pursuant to the Registration Statement.
In accordance with the undertaking contained in the Registration Statement, pursuant to Item 512(a)(3) of Regulation S-K, to remove from registration by means of a post-effective amendment any of the registered securities which remain unsold at the termination of the offering, this Post-Effective Amendment No. 2 to the Registration Statement is being filed to remove from registration 2,112,500 shares of Common Stock not sold on or before the date of this Post-Effective Amendment No. 2 to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and State of New York, on the 26th day of October, 2009.
HARRIS & HARRIS GROUP, INC.
By: /s/ Douglas W. Jamison
Name: Douglas W. Jamison
Title: Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
| | | | |
| | | | | |
/s/ Douglas W. Jamison Douglas W. Jamison | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | October 26, 2009 |
| | | | | |
/s/ Daniel B. Wolfe Daniel B. Wolfe | | Chief Financial Officer (Principal Financial Officer) | | October 26, 2009 |
| | | | | |
/s/ Patricia N. Egan Patricia N. Egan | | Chief Accounting Officer, Senior Controller and Vice President | | October 26, 2009 |
| | | | | |
/s/ W. Dillaway Ayres, Jr. W. Dillaway Ayres, Jr. | | Director | | October 26, 2009 |
| | | | | |
/s/ C. Wayne Bardin Dr. C. Wayne Bardin | | Director | | October 26, 2009 |
| | | | | |
/s/ Philip A. Bauman Dr. Phillip A. Bauman | | Director | | October 26, 2009 |
| | | | | |
/s/ G. Morgan Browne G. Morgan Browne | | Director | | October 26, 2009 |
| | | | | |
/s/ Dugald A. Fletcher Dugald A. Fletcher | | Director | | October 26, 2009 |
| | | | | |
/s/ Lori D. Pressman Lori D. Pressman | | Director | | October 26, 2009 |
| | | | | |
/s/ Charles E. Ramsey Charles E. Ramsey | | Director | | October 26, 2009 |
| | | | | |
/s/ James E. Roberts James E. Roberts | | Director | | October 26, 2009 |
| | | | | |
/s/ Richard P. Shanley Richard P. Shanley | | Director | | October 26, 2009 |
