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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): January 3, 2023
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 |
|
| (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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On January 3, 2023, L3Harris Technologies, Inc. (“3Harris”) drew $2.0 billion from its three-year senior unsecured term loan facility, as further described in L3Harris' Current Report on Form 8-K filed with the Securities and Exchange Commission on November 28, 2022, to pay the purchase price and certain expenses related to the acquisition of Viasat, Inc.’s (“Viasat”) tactical data links product line.
Item 7.01 Regulation FD Disclosure.
Also on January 3, 2023, L3Harris issued a press release announcing that it had completed the previously announced acquisition of Viasat's tactical data links product line for a purchase price of approximately $1.96 billion in cash, subject to customary adjustments. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Current Report on Form 8-K under this Item 7.01 and the accompanying Exhibit 99.1 is (i) being furnished pursuant to Item 7.01 of Form 8-K, (ii) 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 and (iii) 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished herewith:
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Exhibit
Number | Description |
| 99.1 | |
| 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/ Scott T. Mikuen | |
| | Name: | Scott T. Mikuen | |
| Date: January 3, 2023 | | Title: | Senior Vice President, General Counsel and Secretary | |
