UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest
event reported): December 3, 1999
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HARRIS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-3863 34-0276860
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
1025 West NASA Blvd., Melbourne, FL 32919
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (321) 727-9100
No Change
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(Former Name or Former Address, if Changed Since Last Report)
Items 1-4. Not Applicable.
Item 5. Other Events.
On December 3, 1999, the Board of Directors of Harris Corporation
(the "Company") approved an amendment and restatement of the Company's By-Laws
(the "Amended By-Laws"). The Amended By-Laws, among other things, modify the
existing "advance notice" by-law and provide that persons nominated by
shareholders for election as directors of the Company and any other proposals by
shareholders shall be properly brought before an annual meeting of shareholders
only if notice of any such nomination or matter (the "Shareholder Notice") shall
be delivered to the Secretary of the Company at the principal executive office
of the Company not less than ninety (90) days nor more than one hundred twenty
(120) days prior to the first anniversary date of the annual meeting of
shareholders for the preceding year; provided, however, that in the event that
the annual meeting is not scheduled to be held within a period commencing thirty
(30) days before such anniversary date and ending thirty (30) days after such
anniversary date (an annual meeting date outside such period, an "Other Meeting
Date"), the Shareholder Notice shall be delivered by the close of business on
the later of (i) the date ninety (90) days prior to such Other Meeting Date or
(ii) the tenth day following the date such Other Meeting Date is first publicly
announced or disclosed.
In the event that the number of directors to be elected to the
Company's Board of Directors at the next annual meeting is increased and either
all of the nominees for director at the next annual meeting or the size of the
increased Board of Directors is not publicly announced or disclosed by the
Company at least one hundred (100) days prior to the first anniversary of the
preceding year's annual meeting, a Shareholder Notice shall be considered timely
with respect to nominees for any new positions created by such increase if it
shall be delivered to the Secretary of the Company at the principal executive
office of the Company not later than the close of business on the tenth day
following the first date all of such nominees or the size of the increased Board
of Directors shall have been publicly announced or disclosed.
If the Company calls a special meeting of shareholders for the
purpose of electing one or more directors to the Board of Directors, any
shareholder may nominate a person or persons for election to such position if
the Shareholder Notice shall be delivered to the Secretary of the Company at the
principal executive office of the Company not later than the tenth day following
the day on which the date of the special meeting and either the names of the
nominees proposed by the Board of Directors to be elected at such meeting or the
number of directors to be elected are publicly announced or disclosed.
Pursuant to the Amended By-Laws, in order to be timely, any
Shareholder Notice with respect to nominations of directors or any other
proposals for the year 2000 annual meeting of the Company must be received by
the Secretary of the Company no earlier than June 24, 2000 and no later than
July 24, 2000. The year 2000 annual meeting is expected to be held on October
27, 2000.
In addition to the changes to the advance notice by-law, other
changes were made to the Company's by-laws. The Amended By-Laws are filed as an
exhibit to this Report.
Item 6. Not Applicable.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
The following document is filed as an Exhibit to this Report:
3.1 By-Laws of Harris Corporation, as amended and restated on
December 3, 1999.
Items 8-9. Not applicable.
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.
HARRIS CORPORATION
Date: December 6, 1999 By: /s/ Bryan R. Roub
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Name: Bryan R. Roub
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No.
Under Reg.
S-K, Item 601
Description
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3.1 By-Laws of Harris Corporation, as amended and restated on
December 3, 1999.