SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-K
Annual Report Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended Commission File No. 0-11576
December 31, 1995
HARRIS & HARRIS GROUP, INC.
- -----------------------------------------------------------------------------
(Exact name of registrant specified in its charter)
New York 13-3119827
- -------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. EmployerIdentification No.)
incorporation or organization)
One Rockefeller Plaza, Rockefeller Center, New York, New York 10020
- -------------------------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 332-3600
-------------------
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $ .01 par value
- ----------------------------------------------------------------------------
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
----- -----
The aggregate market value of the Common Stock held by non-affiliates of
Registrant as of March 15, 1996 was $51,000,204 based on the last sale price
as quoted by NASDAQ on such date (only officers and directors are considered
affiliates for this calculation).
As of March 15, 1995, the registrant has 10,333,902 shares of common
stock, par value $ .01 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10K
----------------------------
(1) Annual Report to Shareholders for Parts I and II; and Part IV,
the Year Ended December 31, 1995. Item 14(a) (1) and (2)
(2) Proxy Statement for Annual Meeting of
Shareholders to be held April 11, 1996. Part III
TABLE OF CONTENTS
Page
PART 1
Item 1. Business. . . . . . . . . . . . . . . . . . 1
Item 2. Properties. . . . . . . . . . . . . . . . . 7
Item 3. Legal Proceedings . . . . . . . . . . . . . 7
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . 7
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters. . . . . . . 7
Item 6. Selected Financial Data . . . . . . . . . . 8
Item 7. Management's Discussion and
Analysis of Financial Condition and
Results of Operations. . . . . . . . . . 9
Item 8. Financial Statements and
Supplementary Data . . . . . . . . . . . 9
Item 9. Changes in and Disagreements With
Accountants of Accounting and
Financial Disclosure . . . . . . . . . . 9
PART III
Item 10. Directors and Executive Officers of the
Registrant . . . . . . . . . . . . . . . 9
Item 11. Executive Compensation. . . . . . . . . . . 9
Item 12. Security Ownership of Certain Beneficial
Owners and Management. . . . . . . . . . 9
Item 13. Certain Relationships and
Related Transactions . . . . . . . . . . 10
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on 8-K . . . . . . . . . . . . . 10
Signatures . . . . . . . . . . . . . . . . . . . . . 11
Exhibit Index. . . . . . . . . . . . . . . . . . . . 14
Item 1. Business
Harris & Harris Group, Inc. (the "Registrant" or "Company") is a venture
capital investment company, operating as a Business Development Company
("BDC") under the Investment Company Act of 1940 (the "1940 Act"). The
Company's objective is to achieve long-term capital appreciation, rather than
current income, from its investments. The Company has invested, and expects
to continue to invest, a substantial portion of its assets in private,
development stage or start-up companies, and in the development of new
technologies in a broad range of industry segments. These private businesses
tend to be thinly capitalized, unproven, small companies that lack management
depth and have not attained profitability or have no history of operations.
The Company may also invest, to the extent permitted under the 1940 Act, in
publicly-traded securities, including high risk securities as well as
investment grade securities. The Company may participate in expansion
financing and leveraged buy-out financing of more mature operating companies
as well as other investments. As a venture capital company, the Company
invests in, and provides managerial assistance to, its private investees
which, in its opinion, have significant potential for growth. There is no
assurance that the Company's investment objective will be achieved.
The Registrant was incorporated under the laws of the State of New York
in August 1981. Prior to September 30, 1992, the Company was registered and
filed under the reporting requirements of the Securities and Exchange Act of
1934 as an operating company. On that date the Company commenced operations
as a closed end, non-diversified investment company under the 1940 Act. On
July 26, 1995, the Company elected to become a business development company
subject to the provision of Sections 55 through 65 of the 1940 Act, as amended
by the Small Business Incentive Act of 1980. As a BDC, the Company operates
as an internally managed investment company whereby its officers and
employees, under the general supervision of its Board of Directors, conduct
its operations.
Venture Capital Investments
The Company has invested, and expects to continue to invest, a
substantial portion of its assets in private, development stage or start-up
companies. The Company may initially own 100 percent of the securities of a
start-up investment for a period of time and may control such company for a
substantial period. In connection with its venture capital investments, the
Company may be involved in recruiting management, formulating operating
strategies, product development, marketing and advertising, assisting in
financial plans, as well as providing management in the initial, start-up
stages and establishing corporate goals. The Company may assist in raising
additional capital for such companies from other potential investors and may
subordinate its own investment to that of other investors. The Company may
also find it necessary or appropriate to provide additional capital of its
own. The Company may introduce such companies to potential joint venture
partners, suppliers and customers. In addition, the Company may assist in
establishing relationships with investment bankers and other professionals.
The Company may also assist with mergers and acquisitions. The Company may
derive income from such companies for the performance of any of the above
services. Because of the speculative nature of these investments and the lack
of any market for such securities, there is significantly greater risk of loss
than is the case with traditional investment securities. The Company expects
that some of its venture capital investments will be a complete loss or will
be unprofitable and that some will appear likely to become successful, but
never realize their potential. The Company has been and will continue to be
risk seeking rather than risk averse in its approach to its venture capital
and other investments.
1
The Company may control a company for which it has provided venture
capital, or it may be represented on the company's board of directors by one
or more of its officers or directors, who may also serve as officers of such a
company. Particularly during the early stages of an investment, the Company
may in effect be conducting the operations of the company. As a venture
company emerges from the developmental stage with greater management depth and
experience, the Company expects that its role in the company's operations will
diminish. The Company seeks to assist each company in establishing its own
independent capitalization, management and board of directors. The Company
expects to be able to reduce its active involvement in the management of its
investment in those start-up companies that become successful by a liquidity
event, such as a public offering or sale of a company.
The Company has invested and expects to continue to invest a substantial
portion of its assets in securities that do not pay interest or dividends and
that are subject to legal or contractual restrictions on resale that may
adversely affect the liquidity and marketability of such securities.
The Company expects to make speculative investments that have limited
marketability and a greater risk of investment loss than less speculative
issues. The Company does not seek to invest in any particular industries or
categories of investments.
Intellectual Property
The Company believes there is a role for organizations that can assist
in technology transfer. Scientists and institutions that develop and patent
intellectual property increasingly seek the rewards of entrepreneurial
commercialization of their inventions, particularly as governmental,
philanthropic and industrial funding for research has become harder to obtain.
The Company believes that several factors combine to give it a high value-added
role to play in the commercialization of technology: its experience in
organizing and developing successful new companies; its willingness to invest
its own capital at the highest risk, seed stage; its access to high-grade
institutional sources of intellectual property; its experience in mergers,
acquisitions and divestitures; its access to and knowledge of the capital
markets; and its willingness to do as much of the early work as it is
qualified to do.
The Company's form of investment may include: 1) funding of research and
development in the development of a technology; 2) obtaining licensing rights
to intellectual property or patents; 3) outright acquisition of intellectual
property or patents; and 4) formation and funding of companies or joint
ventures to commercialize intellectual property. Income from the Company's
investments in intellectual property or its development may take the form of
participation in licensing or royalty income, fee income, or some other form
of remuneration. At some point during the commercialization of a technology,
the Company's investment may be transformed into ownership of securities of a
development stage or start-up company as discussed above. Investing in
intellectual property is highly risky.
2
Illiquidity of Investments
Many of the Company's investments consist of securities acquired
directly from the issuer in private transactions. They may be subject to
restrictions on resale or otherwise be illiquid. The Company does not
anticipate that there will be any established trading market for such
securities. Additionally, many of the securities that the Company may invest
in will not be eligible for sale to the public without registration under the
Securities Act of 1933, as amended, which could prevent or delay any sale by
the Company of such investments or reduce the amount of proceeds that might
otherwise be realized therefrom. Restricted securities generally sell at a
price lower than similar securities not subject to restrictions on resale.
Further, even if a portfolio company or investee registers its securities and
becomes a reporting company under the Securities and Exchange Act of 1934, the
Company may be considered an insider by virtue of its board representation and
would be restricted in sales of such company's securities.
Managerial Assistance
The Registrant believes that providing managerial assistance to its
investees is critical to its business development activities. "Making
available significant managerial assistance" as defined in the 1940 Act with
respect to a business development company such as the Registrant means (a) any
arrangement whereby a business development company, through its directors,
officers, employees or general partners, offers to provide, and if accepted,
does so provide, significant guidance and counsel concerning the management,
operations, or business objectives and policies of a portfolio company; or (b)
the exercise by a business development company of a controlling influence over
the management or policies of a portfolio company by a business development
company acting individually or as a part of a group acting together which
controls such portfolio company. The Registrant is required by the 1940 Act
to make significant managerial assistance available at least with respect to
investee companies that the Registrant treats as qualifying assets for
purposes of the 70% test (see "Regulation"). The nature, timing, and amount
of managerial assistance provided by the Registrant vary depending upon the
particular requirements of each investee company.
The Registrant may be involved with its investees in recruiting
management, product planning, marketing and advertising and the development of
financial plans, operating strategies and corporate goals. In this
connection, the Registrant may assist clients in developing and utilizing
accounting procedures to efficiently and accurately record transactions in
books of account which will facilitate asset and cost control and the ready
determination of results of operations. The Registrant also seeks capital for
its investees from other potential investors and occasionally subordinates its
own investment to those of other investors. The Registrant introduces its
investees to potential suppliers, customers and joint venture partners and
assists its investees in establishing relationships with commercial and
investment bankers and other professionals, including management consultants,
recruiters, legal counsel and independent accountants. The Registrant also
assists with joint ventures, acquisitions and mergers.
3
In connection with its managerial assistance, the Registrant may be
represented by one or more of its officers or directors on the board of
directors of an investee. As an investment matures and the investee develops
management depth and experience, the Registrant's role will become
progressively less active. However, when the Registrant owns or on a pro
forma basis could acquire a substantial proportion of a more mature investee
company's equity, the Registrant remains active in and will frequently
initiate planning of major transactions by the investee. The Registrant's
goal is to assist each investee company in establishing its own independent
and effective board of directors and management.
Need for Follow-On Investments
Following its initial investment in investees, the Company has made and
anticipates that it will continue to make additional investments in such
investees as "follow-on" investments, in order to increase its investment in
an investee, and may exercise warrants, options or convertible securities that
were acquired in the original financing. Such follow-on investments may be
made for a variety of reasons including: 1) to increase the Company's exposure
to an investee, 2) to acquire securities issued as a result of exercising
convertible securities that were purchased in the original financing, 3) to
preserve the Company's proportionate ownership in a subsequent financing, or
4) in an attempt to preserve or enhance the value of the Company's investment.
There can be no assurance that the Company will make follow-on investments or
have sufficient funds to make such investments; the Company will have the
discretion to make any follow-on investments as it determines, subject to the
availability of capital resources. The failure to make such follow-on
investments may, in certain circumstances, jeopardize the continued viability
of an investee and the Company's initial investment, or may result in a missed
opportunity for the Company to increase its participation in a successful
operation.
Competition
Numerous companies and individuals are engaged in the venture capital
business and such business is intensely competitive. Most of the competitors
have significantly greater experience, resources and managerial capabilities
than the Company and are therefore in a better position than the Company to
obtain access to attractive venture capital investments.
4
Regulation
The Small Business Investment Incentive Act of 1980 modified the
provisions of the 1940 Act that are applicable to a BDC. After filing its
election to be treated as a BDC, a company may not withdraw its election
without first obtaining the approval of holders of a majority of its
outstanding voting securities. The following is a brief description of
the 1940 Act, as modified by the Small Business Investment Incentive Act of
1980, and as qualified in its entirety by the reference to the full text of
the 1940 Act and the rules thereunder by the Securities and Exchange
Commission (the "SEC").
Generally, to be eligible to elect BDC status, a company must primarily
engage in the business of furnishing capital and managerial expertise to
companies which do not have ready access to capital through conventional
financial channels. Such portfolio companies are termed "eligible portfolio
companies." More specifically, in order to qualify as a BDC, a company must
(i) be a domestic company, (ii) have registered a class of its securities or
have filed a registration statement with the SEC pursuant to Section 12 of the
Exchange Act of 1934; (iii) operate for the purpose of investing in the
securities of certain types of portfolio companies, namely, immature or
emerging companies and businesses suffering or just recovering from financial
distress (see following paragraph); (iv) extend significant managerial
assistance to such portfolio companies; (v) have a majority of "disinterested"
directors (as defined in the 1940 Act); and (vi) file (or, under certain
circumstances, intend to file) a proper notice of election with the SEC.
An eligible portfolio company generally is a domestic company that is
not an investment company and that (i) does not have a class of securities
registered on an exchange or included in the Federal Reserve Board's over-the-
counter margin list; (ii) is actively controlled by a BDC and has an affiliate
of a BDC on its board of directors; or (iii) meets such other criteria as may
be established by the SEC. Control under the 1940 Act is presumed to exist
where a BDC owns 25% of the outstanding securities of the investee.
The 1940 Act prohibits or restricts companies subject to the 1940 Act
from investing in certain types of companies, such as brokerage firms,
insurance companies, investment banking firms and investment companies.
Moreover, the 1940 Act limits the type of certain assets necessary for its
operations (such as office furniture, equipment and facilities) if, at the
time of acquisition, less than 70% of the value of the Company's assets
consist of qualifying assets. Qualifying assets include: (i) securities of
companies that were eligible portfolio companies at the time such company
acquired their securities; (ii) securities of bankrupt or insolvent companies
that were eligible at the time of such company's initial investment in those
companies: (iii) securities received in exchange for or distributed in or with
respect to any of the foregoing; and (iv) cash items, government securities
and high-quality short-term debt. The 1940 Act also places restrictions on
the nature of the transactions in which, and the persons for whom, securities
can be purchased in order for the securities to be considered qualifying
assets. Such restrictions include limiting purchases to transactions not
involving a public offering and acquiring securities from either the portfolio
company or their officers, directors or affiliates.
5
The Company is permitted by the 1940 Act, under specified conditions, to
issue multiple classes of senior debt and a single class of preferred stock if
its asset coverage, as defined in the 1940 Act, is at least 200% after the
issuance of the debt or the preferred stock (i.e., such senior securities may
not be in excess of 50% of its net assets). If the value of the Company's
assets, as defined, were to increase through the issuance of additional
capital stock or otherwise, the Company would be permitted under the 1940 Act
to issue senior securities.
The Company may sell its securities at a price that is below the
prevailing net asset value per share only after a majority of its
disinterested directors has determined that such sale would be in the best
interests of the Company and its stockholders and upon the approval by the
holders of a majority of its outstanding voting securities, including a
majority of the voting securities held by non-affiliated persons. If the
offering of the securities is underwritten, a majority of the disinterested
directors must determine in good faith that the price of the securities being
sold is not less than a price which closely approximates market value of the
securities, less any distribution discount or commission. As defined by the
1940 Act, the term "majority of the Company's outstanding voting securities"
means the vote of (i) 67% or more of the Company's Common Stock present at the
meeting, if the holders of more than 50% of the outstanding Common Stock are
present or represented by proxy, or (ii) more than 50% of the Company's
outstanding Common Stock, whichever is less.
Most of the transactions involving the Company and its affiliates (as
well as affiliates of those affiliates) which were prohibited without the
prior approval of the Commission under the 1940 Act prior to its amendment by
the Small Business Investment Incentive Act are now permissible upon the prior
approval of a majority of the Company's independent directors and a majority
of the directors having no financial interest in the transactions. However,
certain transactions involving certain closely affiliated persons of the
Company, including its directors, officers, and employees, may still require
the prior approval of the Commission. In general, (i) any person who owns,
controls or holds power to vote, more than 5% of the Company's outstanding
Common Stock; (ii) any director, executive officer or general partner of that
person; and (iii) any person who directly or indirectly controls, is
controlled by, or is under common control with, that person, must obtain the
prior approval of a majority of the Company's independent directors and, in
some situations, the prior approval of the Commission, before engaging in
certain transactions involving the Company or any company controlled by the
Company. The 1940 Act generally does not restrict transactions between the
Company and its portfolio companies. While a BDC may change the nature of its
business so as to cease being a BDC (and in connection therewith withdraw its
election to be treated as a BDC) only if authorized to do so by a majority
vote (as defined in the 1940 Act) of its outstanding voting securities,
stockholder approval of changes in other fundamental investment policies of a
BDC is not required (in contrast to the general 1940 Act requirement, which
requires stockholder approval for a change in any fundamental investment
policy). The Company is entitled to change its diversification status without
stockholder approval.
6
Item 2. Properties
The Company maintains its offices at One Rockefeller Plaza, Suite 1430,
New York, New York 10020, where it leases approximately 3,400 square feet of
office space pursuant to a lease agreement expiring in 2003.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
On Friday, October 20, 1995, Registrant held its Annual Meeting of
Shareholders, for the following purposes: 1) to elect directors of the
Company; 2) to consider and act upon a proposal to authorize options to be
automatically granted to non-employee Directors under the 1988 Stock Option
Plan; 3) to ratify, confirm and approve the Board of Directors' selection of
Arthur Andersen LLP as the Company's independent public accountant for its
fiscal year ending December 31, 1995. All of the nominees at the October 20,
1995 annual meeting were elected directors by an affirmative vote of at least
89% of the total shares outstanding. With respect to purpose number two,
described as proposal "to consider and act upon a proposal to authorize
options to be automatically granted to non-employee Directors under the 1988
Stock Option Plan" in the Registrant's 1995 Proxy Statement, the affirmative
votes cast were 8,528,138, the negative votes cast were 514,787 and those
abstaining were 109,405, effecting passage. With respect to purpose number
three, described as proposal "to ratify, confirm and approve the Board of
Directors' selection of Arthur Andersen LLP" as the Company's independent
public accountant for its fiscal year ending December 31, 1995, the
affirmative votes cast were 9,140,065, the negative votes cast were 31,050
and those abstaining were 55,050, effecting passage.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The information set forth under the caption "Shareholder Information-
Shareholders and Market Prices" on page 36 of the 1995 Annual Report is herein
incorporated by reference.
7
Item 6. Selected Financial Data
Financial Position as of December 31:
1995 1994 1993 1992
Total assets $ 37,524,555 $ 32,044,073 $ 34,534,724 $ 29,377,482
Liabilities $ 962,646 $ 733,271 $ 1,785,427 $ 6,724,139
Net asset value $ 36,561,909 $ 31,310,802 $ 32,749,297 $ 22,653,343
Net asset value
per share $ 3.54 $ 3.43 $ 3.66 $ 2.71
Shares
outstanding 10,333,902 9,136,747 8,944,828 8,350,999
Operating Data for year ended December 31 unless otherwise noted:
Three months ended
1995 1994 1993 December 31, 1992
Revenues $ 1,109,517 $ 820,276 $ 453,950 $ 167,668
Net operating
loss (1,099,409) (2,278,882) (1,614,625) (203,295)
Net realized
gain (loss)
on investments 1,371,349 96,856 23,590,570 (128,332)
Net realized
income (loss) 271,940 (2,182,026) 21,975,945 (331,627)
Net increase
(decrease)
in realized
appreciation
on investments 158,219 (886,040) (13,083,344) (1,247,191)
Net increase
(decrease) in
net assets
resulting from
operations 430,159 (3,068,066) 8,892,601 (1,578,818)
Increase (decrease)
in net assets
resulting from
operations
per share $ 0.04 $ (0.34) $ 1.03 $ (0.19)
8
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Pages 31 through 35 of the Company's 1995 Annual Report are herein
incorporated by reference.
Item 8. Financial Statements and Supplementary Data
Pages 12 through 30 of the Company's 1995 Annual Report are herein
incorporated by reference. See also Item 14 of the Form 10K - "Exhibits,
Financial Statement Schedules and Reports of Form 8K"
Item 9. Changes in and Disagreements With Accountants of Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The information set forth under the caption "Election of Directors" on
page 3 and "Executive Officers" on page 8 in the Company's definitive Proxy
Statement for Annual Meeting of Shareholders to be held April 11, 1996, filed
pursuant to Regulation 14A under the Securities Exchange Act of 1934, on or
about March 4, 1996 (the "1996 Proxy Statement") is herein incorporated by
reference.
Item 11. Executive Compensation
The information set forth under the caption "Summary Compensation
Table" on page 11 in the 1996 Proxy Statement is herein incorporated by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information set forth under the caption "Security ownership of
Directors, Nominees, and Officers and other principal holders of the
Corporations's voting securities" on page 7 in the 1996 Proxy Statement is
herein incorporated by reference.
9
Item 13. Certain Relationships and Related Transactions
There were no relationships or transactions within the meaning of this
item during the year ended December 31, 1995.
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
(a) (1)The following financial statements included on pages 12 through 30
of the Company's 1995 Annual Report are herein incorporated by reference:
(A) Statement of Assets and Liabilities as of December 31, 1995 and 1994
Statement of Operations for the years ended December 31, 1995,
1994 and 1993
Statement of Changes in Net Assets for the years ended December 31,
1995, 1994, and 1993
Statement of Cash Flows for the years ended December 31, 1995,
1994, and 1993
(B) Notes to Financial Statements
(C) Financial Highlights (selected per share data and ratio)
(a)(2)The following financial statement schedules are submitted herewith:
Schedule I - Marketable Securities - Other Investments
The information set forth under the captions "Schedule of Investments"
and "Footnote to Schedule of Investments" on pages 16 through 23 of the 1995
Annual Report are herein incorporated by reference.
Schedules other than those listed above have been omitted because they
are not applicable or the required information is presented in the financial
statements and/or related notes.
(a)(3)Exhibits. The exhibits which are filed with this Form 10-K or
incorporated herein by reference are set forth in the Exhibit Index on page 13.
(b) Reports on Form 8-K. The Registrant did not file any reports of
Form 8-K during the last quarter of 1995.
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
HARRIS & HARRIS GROUP, INC.
Date: March 28, 1996 By: /s/___________________
Charles E. Harris
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signatures Title Date
/s/___________________ Chairman of the Board of Directors March 28, 1996
Charles E. Harris and Chief Executive Officer
/s/___________________ President, Chief Operating Officer March 28, 1996
Robert B. Schulz and Chief Compliance Officer
/s/___________________ Executive Vice President March 28, 1996
C. Richard Childress and Chief Financial Officer
/s/___________________ Executive Vice President March 28, 1996
David C. Johnson, Jr.
/s/___________________ Vice President, Controller, Treasurer March 28, 1996
Rachel M. Pernia and Principal Accounting Officer
11
/s/___________________ Director March 25, 1996
C. Wayne Bardin
/s/___________________ Director March 25, 1996
G. Morgan Browne
/s/___________________ Director March 22, 1996
Harry E. Ekblom
/s/___________________ Director March 28, 1996
Charles F. Hays
/s/___________________ Director March 26, 1996
Jon J. Masters
/s/___________________ Director March 28, 1996
Glenn E. Mayer
/s/___________________ Director March 24, 1996
William R. Polk
/s/___________________ Director March 21, 1996
James E. Roberts
12
EXHIBIT INDEX
The following exhibits are filed with this report or are incorporated
herein by reference to a prior filing, in accordance with Rule 12b-32 under
the Securities Exchange Act of 1934. (Asterisk denotes exhibits filed with
this report.)
Exhibit No. Description
- ----------- -----------
3.1(a) * Restated Certificate of Incorporation of the Registrant, as
amended, incorporated by reference to Exhibit 3 (a) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1989.
3.1(b) * Restated By-laws of the Registrant.
4.1 Specimen certificate of common stock certificate, incorporated
by reference to Exhibit 4 to Company's Registration Statement on
Form N-2 filed October 29, 1992.
8.1 * Harris & Harris Group, Inc. 1988 Stock Option Plan, as amended
and restated.
9.1 * Harris & Harris Group, Inc. Custodian Agreement with JP Morgan
10.1 Employment Agreement by and between the Registrant and Charles
E. Harris dated August 15, 1990, incorporated by reference to
Exhibit 10 (r) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1990.
10.2 Amendment No.1 to the Employment Agreement dated as of August
15, 1990 between the Registrant and Charles E. Harris dated as
of June 30, 1992, incorporated by reference to Exhibit 10.2 to
the Company's Registration Statement in Form N-2 filed on
October 29, 1992.
10.3 Amendment No.2 to the Employment Agreement dated as of August
15, 1990 between the Registrant and Charles E. Harris dated as
of January 6, 1993, incorporated by reference to Exhibit 10.22
to the Company's Registration Statement in Form N-2 filed on
December 3, 1993.
10.4 * Amendment No.3 to the Employment Agreement dated as of August
15, 1990 between the Registrant and Charles E. Harris dated as
of June 30, 1994.
10.5 Severance Compensation Agreement by and between the Registrant
and Charles E. Harris dated August 15, 1990, incorporated by
reference to exhibit 10 (s) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1990.
13
10.6 Employment Agreement by and between the Registrant and C.
Richard Childress dated August 15, 1990, incorporated by
reference to exhibit 10 (t) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1990.
10.7 Amendment No. 1 to the Employment Agreement dated as of August
15, 1990 between the Registrant and C. Richard Childress dated
as of June 30, 1992 incorporated by reference to Exhibit 10.2
to the Company's Registration Statement in Form N-2 filed on
October 29, 1992.
10.8 Amendment No.2 to the Employment Agreement dated as of August
15, 1990 between the Registrant and C. Richard Childress dated
as of January 6, 1993, incorporated by reference to Exhibit
10.22 to the Company's Registration Statement in Form N-2 filed
on December 3, 1993.
10.9 * Amendment No.3 to the Employment Agreement dated as of August
15, 1990 between the Registrant and C. Richard Childress dated
as of June 30, 1994.
10.10 Severance Compensation Agreement by and between the Registrant
and C. Richard Childress dated August 15, 1990, incorporated by
reference to Exhibit 10 (u) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1990.
10.11 Warrant issued by the Registrant to Charles E. Harris dated
September 23, 1985 as clarified and restated on May 1, 1989,
incorporated by reference to Exhibit 10 (n) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1989.
10.12 Warrant issued by the Registrant to C. Richard Childress dated
September 23, 1985 as clarified and restated on May 1, 1989,
incorporated by reference to Exhibit 10 (o) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1989.
10.13 * Stock Purchase Agreement, Standstill Agreement and Termination
and Release by and among Harris & Harris Group, Inc. and
American Bankers Life Assurance Company of Florida dated May 18,
1995.
10.14 * Form of Indemnification Agreement which has been established
with all directors and executive officers of the Company.
10.15 * Definitive Proxy Statment for the Annual Meeting of Shareholders
to be held on April 11, 1996
13 * Annual Report to shareholders for year ended December 31, 1995
24 * Consent of Arthur Andersen LLP
14