8-K

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): April 5, 2019

HARRIS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-3863		34-0276860
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
1025 West NASA Blvd., Melbourne, Florida		32919
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (321) 727-9100

No change

(Former name or former address, if changed since last report)

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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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.
Emerging growth company o
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. o

Item 7.01      Regulation FD Disclosure.

The information contained in this Current Report on Form 8-K that is furnished under this Item 7.01, including the accompanying Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. The information contained in this Current Report on Form 8-K that is furnished under this Item 7.01, including the accompanying Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

On April 5, 2019, Harris Corporation (“Harris” or the “Company”) issued a press release announcing the signing of a definitive agreement under which Harris will sell its Night Vision business to Elbit Systems of America, LLC, a subsidiary of Elbit Systems Ltd., for $350 million in cash. The press release also stated that the transaction is conditioned on completion of Harris’ previously announced proposed merger with L3 Technologies, Inc. (after which Harris will be renamed “L3 Harris Technologies, Inc.” (“L3 Harris”)), as well as customary closing conditions including receipt of regulatory approvals, and that Harris expects to use the proceeds from the divestiture to pre-fund the L3 Harris pension and return cash to shareholders. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

     The following exhibit is furnished herewith:

99.1 Press Release, issued by Harris Corporation on April 5, 2019 (furnished pursuant to item 7.01).

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
	By:	/s/ Scott T. Mikuen
		Name:	Scott T. Mikuen
Date: April 8, 2019		Title:	Senior Vice President, General Counsel and Secretary

EX-99.1

FOR IMMEDIATE RELEASE

Harris Corporation Signs Definitive Agreement to Sell Its Night Vision Business to Elbit Systems Ltd. for $350 Million

MELBOURNE, Fla., April 5, 2019 — Harris Corporation (NYSE:HRS) and Elbit Systems Ltd. (NASDAQ:ESLT) today announced the signing of a definitive agreement under which Elbit Systems of America, LLC (ESA) will acquire Harris’ Night Vision business for $350 million in cash. The transaction is conditioned on completion of Harris’ previously announced proposed merger with L3 Technologies, Inc. (NYSE:LLL), as well as customary closing conditions including receipt of regulatory approvals.

“In January 2019, we announced that as part of the L3 merger regulatory process we had proactively started exploring the sale of our Night Vision business,” said William M. Brown, chairman, president and chief executive officer. “With the signing of the agreement to divest the Night Vision business, and yesterday’s approval by shareholders of the L3 Harris merger, we have achieved two significant milestones towards completing the transformational merger in mid-calendar 2019.”

Proceeds from the divestiture are expected to be used to pre-fund the L3 Harris pension and return cash to shareholders.

Headquartered in Roanoke, Virginia, the Night Vision business is a premier developer, producer and supplier of night vision technology for the U.S. and allied military and security forces and for the federal homeland security market. The Night Vision business reports as part of the Communication Systems segment. Learn more at harris.com/what-we-do/night-vision.

About Elbit SystemsElbit Systems Ltd. is an international high technology company engaged in a wide range of defense, homeland security and commercial programs throughout the world. The Company, which includes Elbit Systems and its subsidiaries, operates in the areas of aerospace, land, and naval systems, command, control, communications, computers, intelligence surveillance and reconnaissance ("C4ISR"), unmanned

aircraft systems, advanced electro-optics, electro-optic space systems, EW suites, signal intelligence systems, data links and communications systems, radios and cyber-based systems and munitions. The Company also focuses on the upgrading of existing platforms, developing new technologies for defense, homeland security and commercial applications and providing a range of support services, including training and simulation systems. For additional information, visit: www.elbitsystems.com.

About Harris Corporation
Harris Corporation is a leading technology innovator, solving customers’ toughest mission-critical challenges by providing solutions that connect, inform and protect. Harris supports government and commercial customers in more than 100 countries and has approximately $6 billion in annual revenue. The company is organized into three business segments: Communication Systems, Electronic Systems and Space and Intelligence Systems. Learn more at harris.com.

Forward-Looking Statements

Certain of the matters discussed in this communication are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than historical facts may be forward-looking statements; words such as “may,” “will,” “should,” “likely,” “projects,” “guidance,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions are used to identify forward-looking statements. Such statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this communication include but are not limited to anticipated satisfaction of the closing conditions for the sale of the Night Vision business (the “Divestiture”), the anticipated satisfaction of the closing conditions for, and anticipated timing of the closing of, the merger between Harris and L3 Technologies, Inc. (“L3” and such merger, the “Merger”) and the anticipated use of proceeds from the Divestiture. Harris cautions investors that these statements are subject to risks and uncertainties, many of which are difficult to predict and generally beyond Harris’ control, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. In addition to factors previously disclosed in Harris’ and L3’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”) and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: delays in, or failures in respect of, anticipated satisfaction of closing conditions for the Divestiture or the Merger or otherwise achieving the closing of the Divestiture or the Merger; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of Harris and L3 to terminate the definitive merger agreement between them that provides for the Merger or the right of one or both of Harris and Elbit to terminate the definitive agreement between them that provides for the Divestiture; the outcome of any legal proceedings that may

be instituted against Harris, L3, Elbit or their respective directors; the ability to obtain regulatory approvals and satisfy other closing conditions to the Merger or to the Divestiture in a timely manner or at all, including the risk that regulatory approvals required for the Merger or the Divestiture are not obtained or are obtained subject to conditions that are not anticipated; delay in closing the Merger or the Divestiture; the business, economic and political conditions in the markets in which Harris, L3 and Elbit operate; and events beyond Harris’, L3’s and Elbit’scontrol, such as acts of terrorism. The foregoing list of risks and uncertainties that could cause actual results to differ from those described in forward-looking statements is not exhaustive. Further information relating to factors that may impact the Harris’ and L3’s results and forward-looking statements are disclosed in their respective filings with the SEC.

These forward-looking statements speak only as of the date of this communication or as of the date they were made, and Harris does not undertake any obligation to update forward-looking statements. For a more detailed discussion of these factors, also see the information under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Harris’ and L3’s most recent reports on Form 10-K for the years ended June 29, 2018 and December 31, 2018, respectively, and any material updates to these factors contained in any of Harris’ and L3’s subsequent and future filings.

As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainties of estimates, forecasts and projections and may be better or worse than projected and such differences could be material. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Given these uncertainties, persons receiving this communication should not place any reliance on these forward-looking statements.

Advisors

Morgan Stanley & Co. LLC is acting as financial advisor to Harris and Sullivan & Cromwell LLP is serving as legal counsel. Jefferies LLC is acting as financial advisor to Elbit Systems of America and Covington & Burling LLP is serving as legal counsel.

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Contact Information:

Jim Burke

Harris Corporation

jim.burke@harris.com

321-727-9131