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): March 30, 2005

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, FL	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))

Item 8.01.     Other Events.

Stock Split - General. As previously announced, on February 25, 2005, the Board of Directors of Harris Corporation (“Harris”) declared a two-for-one stock split (the “Stock Split”) to be effected in the form of a 100% stock dividend consisting of authorized but unissued shares of Harris common stock, par value $1.00 per share (the “Common Stock”). Harris completed the Stock Split on March 30, 2005, by the distribution of one additional share of Common Stock for each share of Common Stock held by shareholders of record as of the close of business on March 14, 2005. As a result of the Stock Split, Harris issued 66,714,382 additional shares of Common Stock, increasing its issued and outstanding shares of Common Stock to 133,428,764. Harris has also adjusted correspondingly the number of shares of Common Stock reserved under its various equity-based agreements and compensation plans. A copy of a letter, dated March 30, 2005, sent to shareholders of record is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Convertible Debentures. The Stock Split has also resulted in the adjustment of the conversion ratio of Harris’ 3.5% Convertible Debentures due 2022 (the “Convertible Debentures”). A copy of a Notice of Adjustment of Conversion Rate (the “Notice”), which was delivered to the holders of the Convertible Debentures, is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated in this Item 8.01 by reference. As described in the Notice, the conversion rate for the Convertible Debentures as adjusted for the Stock Split is now 44.2404 shares of Common Stock for each U.S. $1,000 principal amount of Convertible Debentures. Giving effect to this adjustment, the $150,000,000 aggregate principal amount of Convertible Debentures is now convertible into 6,636,060 shares of Common Stock.

Stockholder Protection Rights Agreement. In accordance with the Stockholder Protection Rights Agreement, dated as of December 6, 1996 (the “Rights Agreement”), between Harris and Mellon Investor Services, LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), as Rights Agent, each outstanding share of Common Stock (including the shares issued in the Stock Split) will continue to be accompanied by one preferred stock purchase right (a “Right”). To reflect the Stock Split, effective on March 30, 2005, the exercise price of a Right was reduced from $125 per Right to $62.50 per Right. The Rights Agreement was filed as Exhibit 1 to Harris’ Registration Statement on Form 8-A filed with the Securities and Exchange Commission on December 6, 1996. Reference is made to the Rights Agreement for a more complete description of the terms of the Rights. A copy of the Certificate of Adjustment, dated as of March 22, 2005, delivered by Harris to the Rights Agent and setting forth the required adjustment to the exercise price of a Right is attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated in this Item 8.01 by reference.

Restated Diluted Net Income Per Share. Attached as Exhibit 99.4 to this Current Report on Form 8-K is unaudited diluted net income per share information for Harris restated to give retroactive effect to the Stock Split for the following previously completed fiscal periods: (i) fiscal years 2001, 2002, 2003 and 2004; (ii) each quarter of fiscal 2004; and (iii) each of the first two quarters of fiscal 2005 and for the two quarters ended December 31, 2004.

Securities Act Registration Statements. In connection with the Stock Split, the remaining number of shares of Common Stock registered under the Securities Act of 1933, as amended, pursuant to the following Harris registration statements will be proportionately adjusted to give effect to the Stock Split:

Registration Statement No. 333-108486	Harris Corporation Debt and Equity Securities
Registration Statement No. 333-100823	Harris Corporation Debt Securities (Convertible)
Registration Statement No. 333-49006	Harris Corporation 2000 Stock Incentive Plan
Registration Statement No. 33-51171 and 333-07985	Harris Corporation Stock Incentive Plan
Registration Statement No. 333-75114	Harris Corporation Retirement Plan

Item 9.01.     Financial Statements and Exhibits.

(c)	Exhibits.
	The following exhibits are filed with this Current Report on Form 8-K:

99.1	Letter from Howard L. Lance, Chairman, President and Chief Executive Officer of Harris, to shareholders, dated March 30, 2005.
99.2	Notice of Adjustment of Conversion Rate for Harris’ 3.5% Convertible Debentures due 2022, dated March 23, 2005.
99.3	Certificate of Adjustment, dated as of March 22, 2005, delivered to the Rights Agent under the Stockholder Protection Rights Agreement, dated as of December 6, 1996.
99.4	Harris Corporation Unaudited Restated Diluted Net Income Per Share Information for the following previously completed fiscal periods:
	(i) fiscal years 2001, 2002, 2003 and 2004; (ii) each quarter of fiscal 2004; and (iii) each of the first two quarters of fiscal 2005 and for the two quarters ended December 31, 2004.

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
	Title:	Vice President-Associate General Counsel and Corporate Secretary

Date: March 30, 2005

EXHIBIT INDEX

Exhibit No.
Under Regulation S-K, Item 601	Description
99.1	Letter from Howard L. Lance, Chairman, President and Chief Executive Officer of Harris, to shareholders, dated March 30, 2005.
99.2	Notice of Adjustment of Conversion Rate for Harris’ 3.5% Convertible Debentures due 2022, dated March 23, 2005.
99.3	Certificate of Adjustment, dated as of March 22, 2005, delivered to the Rights Agent under the Stockholder Protection Rights Agreement, dated as of December 6, 1996.
99.4	Harris Corporation Unaudited Restated Diluted Net Income Per Share Information for the following previously completed fiscal periods: (i) fiscal years 2001, 2002, 2003 and 2004; (ii) each quarter of fiscal 2004; and (iii) each of the first two quarters of fiscal 2005 and for the two quarters ended December 31, 2004.

EX-99.1

HOWARD L. LANCE
Chairman, President and
Chief Executive Officer
EXHIBIT 99.1
 
HARRIS CORPORATION
 
1025 W. NASA Boulevard
Melbourne, FL USA 32919
phone: 1-321-724-3900
 
www.harris.com

March 30, 2005

Dear Harris Shareholder,

     On February 25, 2005, the Harris Corporation Board of Directors declared a two-for-one stock split in the form of a 100% stock dividend. Harris completed the stock split today by the distribution of one additional share of Harris common stock for each share of Harris common stock held by shareholders of record at the close of business on March 14, 2005. For every Harris share you owned at the close of business on March 14, 2005, you now own one additional Harris share.

     Your new Harris shares have been deposited in an account created for you by our transfer agent, Mellon Investor Services (“Mellon”), using the Direct Registration System. Mellon has made a record of your additional shares which allows you to own the new shares without the need to hold an actual stock certificate. The enclosed Stock Distribution Statement shows the total number of Harris shares registered in your account following the stock split distribution, including both the original Harris shares you currently hold in certificate form and your new Harris shares in book-entry form. Please review your Statement and keep it with the Harris stock certificates that you currently hold.

     The Direct Registration System allows Harris to shorten transaction times and to make holding Harris stock more convenient for shareholders. You may buy, transfer, or sell shares without having to obtain or deliver the paper stock certificate. However, if you prefer to receive a paper certificate for your new Harris shares instead of holding them through the Direct Registration System, you may request a certificate from Mellon at any time. Please refer to your Stock Distribution Statement for information on how to request a certificate.

     PLEASE DO NOT DESTROY ANY HARRIS STOCK CERTIFICATES THAT YOU CURRENTLY HOLD. These certificates remain valid for the number of shares shown and you should continue to safeguard them.

     Harris shares, whether in paper certificate form or on your Stock Distribution Statement, can be transferred or sold as usual at any time through the securities broker of your choice. All major brokerage firms in the United States have access to the Direct Registration System. You can also use Mellon to buy, transfer, or sell your shares without using a broker. However, Mellon charges a fee, just as a broker does. We recommend that you compare fees before choosing Mellon or any other securities broker to handle your transactions.

     If you have any questions about the stock split or the Direct Registration System, please contact Mellon toll-free at 1-888-261-6777 or, if you prefer, Harris Shareholder Relations at 1-321-727-9322.

     Harris has been advised by outside counsel that your receipt of the additional shares as a result of this stock split will not constitute taxable income or result in any taxable gain or loss for federal income tax purposes. However, following the stock split, the cost basis of each Harris share you owned before the split will be one-half of the cost basis of that share before the split. The remaining one-half of the basis will be allocated to the additional share received. The additional shares received as a result of the split are deemed, for tax purposes, to have been acquired at the same time as the shares in respect of which the additional shares were issued. For additional information and advice, we suggest you consult with your tax advisor or financial consultant.

Sincerely,
 

/s/ Howard L. Lance  

Howard L. Lance

Chairman of the Board, President
and Chief Executive Officer 

Notice Regarding Stockholder Rights Agreement:

     In accordance with the Stockholder Protection Rights Agreement, dated as of December 6, 1996, between Harris Corporation and Mellon Investor Services, LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), as Rights Agent, each share of outstanding common stock (including the shares issued in the stock split) will continue to be accompanied by one preferred stock purchase right (a “Right”). As provided in the Agreement, each Right generally is exercisable only after a person becomes or proposes to become the beneficial owner of 15% or more of Harris Corporation’s outstanding common stock. To reflect the stock split, effective March 30, 2005, the exercise price of a Right will be reduced from $125 per Right to $62.50 per Right. A more complete description of the terms of the Stockholder Protection Rights Agreement and the Rights, as adjusted to date, has been filed with the Rights Agent and is available upon request to Harris .

EX-99.2

SCOTT T. MIKUEN
Vice President
Associate General Counsel
and Corporate Secretary
EXHIBIT 99.2
 
HARRIS CORPORATION
 
1025 W. NASA Boulevard
Mail Stop A-22D
Melbourne, FL USA 32919
telephone: 321-727-9125
facsimile: 321-727-9222
e-mail: smikuen@harris.com
 
www.harris.com

March 23, 2005

Via First Class Mail and Facsimile to (212) 855-5181
Cede & Co.
c/o The Depository Trust Company
Dividend Department
55 Water Street, 25^th Floor
New York, NY 10041-0099

Via Guaranteed Overnight Courier and
via Facsimile to (212) 815-5704
The Bank of New York,
as Trustee and Conversion Agent under the Indenture
101 Barclay Street, Floor 8W
New York, NY 10286
Attention: Corporate Trust Administration

Re: Notice of adjustment of Conversion Rate pursuant to Section 10.13 of the Indenture, dated as of August 26, 2002 (the “Indenture”), between Harris Corporation, a Delaware corporation (the “Company”), and The Bank of New York, as Trustee (the “Trustee”)

Ladies and Gentlemen:

     This letter constitutes notice from the Company to (i) Cede & Co., as the sole registered holder of (A) the 3.5% Convertible Debentures due 2022 issued under the above-referenced Indenture, the resale of which has been registered under the Securities Act of 1933, as amended (CUSIP 413 875 AH8) and (B) the 3.5% Convertible Debentures due 2022 issued under the above-referenced Indenture, the resale of which has not as of the date hereof been registered for resale under the Securities Act of 1933, as amended (CUSIP 413 875 ag0), (ii) the Trustee, and (iii) The Bank of New York, in its capacity as Conversion Agent under the Indenture, which notice is delivered pursuant to Section 10.13 of the Indenture, that effective March 15, 2005, the Company has adjusted the Conversion Rate (as defined in the Indenture) as required by Section 10.9 and Section 10.6 of the Indenture as a result of (X) a prior adjustment under Section 10.9 of the Indenture which was deferred pursuant to Section 10.11 of the Indenture, and (Y) the Stock Dividend (as defined below). The “Stock Dividend” consists of a two-for-one stock split in the form of a stock dividend consisting of authorized but unissued shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), on the basis of one share to be distributed for every one share issued and outstanding, which Stock Dividend will be paid on March 30, 2005 to holders of record of shares of Common Stock as of the close of business on the record date of March 14, 2005.

Page 2

     The Conversion Rate, as adjusted as required by Section 10.9 of the Indenture as the result of a cash distribution of $0.08 per share paid on September 20, 2002, but which adjustment was deferred pursuant to Section 10.11 of the Indenture (the “Deferred Adjustment”), is 22.1202 shares of Common Stock (prior to the adjustment for the Stock Dividend) for each U.S. $1,000 principal amount of Securities (as defined in the Indenture). For your information, attached as Appendix A to this letter is a description of the manner in which the Company computed the adjustment to the Conversion Rate for the Deferred Adjustment.

     The Conversion Rate, as adjusted as required by Section 10.6 of the Indenture as a result of the Stock Dividend, is 44.2404 shares of Common Stock for each U.S. $1,000 principal amount of Securities. For your information, the Company computed the adjustment to the Conversion Rate for the Stock Dividend by multiplying:

(1)	the Conversion Rate as in effect immediately before the record date of the Stock Dividend, which Conversion Rate was 22.1202 shares of Common Stock for each U.S. $1,000 principal amount of Securities, times
(2)	two (2);

or, expressed as a numeric equation: 22.1202 x 2 = 44.2404.

     This letter also constitutes the filing with the Trustee and Conversion Agent of the notice of the adjustment for the Deferred Adjustment and the Stock Dividend.

Very truly yours, HARRIS CORPORATION
By:	/s/ Scott T. Mikuen
	Scott T. Mikuen
	Vice President-Associate General Counsel and Corporate Secretary

cc: Craig A. Kaye, Assistant Vice President
The Bank of New York Trust Company, NA
10161 Centurion Parkway
Jacksonville, FL 32256

STM/bs/05-259

Exhibit A
Description of Manner of Computation of Adjustment to the Conversion Rate
(Deferred Adjustment)

Information Relevant to Computation of Adjustment to the Conversion Rate for the Deferred Adjustment:

Date	Event
June 14, 2002	Payment date for regular quarterly cash dividend of $0.05 per share.
August 24, 2002	Date of declaration of a cash dividend at a dividend rate of $0.08 per share (the “Dividend”)
August 26, 2002	Date of first public announcement of the declaration of the Dividend
September 4, 2002	The ex-dividend date relative to the declaration of the Dividend
September 6, 2002	The record date relative to the declaration of the Dividend
September 20, 2002	The payment date with respect to the Dividend

Date	“Sales Prices” (Closing Price Per Share of Harris Common Stock on the NYSE)
August 27, 2002	$32.29
August 28, 2002	$31.55
August 29, 2002	$32.05
August 30, 2002	$31.95
September 3, 2002	$31.46
	$159.3       ($159.3/5)=$31.86
Average Sale Price:	$31.86, representing the average of the Sales Prices of the shares of the Common Stock for the period commencing on 8/27/2002 (the date next succeeding the first public announcement of the Dividend) and proceeding through 9/3/2002 (the last full trading day prior to the Time of Determination). Note: Average Sales Price was calculated pursuant to clause (ii) of the definition of that term as set forth in Section 10.1 of the Indenture.
Time of Determination:	9/4/2002, representing the time and date of the earlier of (i) 9/6/2002 (the record date for the Dividend) and (ii) 9/4/2002 (the Ex-Dividend Time for the Dividend).

Computation of Adjustment to the Conversion Rate Pursuant to Section 10.9 of the Indenture for the Deferred Adjustment:

Adjusted Conversion Rate: 22.1202, representing the result (rounded to the nearest 1/10,000^th) of the following equation: R’ = (RxM)/(M-C)

where:
R’	=	the adjusted Conversion Rate
R	=	22.0994 (the original Conversion Rate)
M	=	$31.86 (the Average Sale Price)
C	=	$0.03 representing the difference between (i) $0.08 (the amount of the Dividend) minus (pursuant to the last sentence of Section 10.9 of the Indenture) (ii) $0.05 (the per share dividend amount with respect to the fiscal quarter immediately preceding the date of issuance of the Securities)

22.1202   = (22.0994x$31.86)/($31.86-$0.03)

NOTE: The adjustment for the Dividend was previously deferred pursuant to Section 10.11 of the Indenture. The adjustment will be made at the time of the adjustment for the Stock Dividend.

EX-99.3

SCOTT T. MIKUEN
Vice President
Associate General Counsel
and Corporate Secretary
Exhibit 99.3
 
HARRIS CORPORATION
 
1025 W. NASA Boulevard
Mail Stop A-22D
Melbourne, FL USA 32919
telephone: 321-727-9125
facsimile: 321-727-9222
e-mail: smikuen@harris.com
 
www.harris.com

March 22, 2005

VIA FACSIMILE AND OVERNIGHT DELIVERY

Mellon Investor Services, LLC
44 Wall Street, 6^th Floor
New York, New York 10005
Attention: Relationship Manager
Facsimile (917) 320-6318
 
Mellon Investor Services, LLC
Overpeck Centre
85 Challenger Road
Ridgefield Park, New Jersey 07660
Attention: Legal Department
Facsimile (201) 373-7166

Re: Stock Dividend – Certificate of Adjustment of Exercise Price

Ladies and Gentlemen:

     Statement of Facts

     This is to certify that on February 25, 2005, Harris Corporation, a Delaware corporation (the “Company”), announced that its Board of Directors declared a two-for-one stock split (the “Stock Split”) to be effected by a stock dividend of one share for every one share issued and outstanding to be distributed on March 30, 2005 (the “Distribution Date”) to stockholders of record of the Company’s Common Stock, $1.00 par value per share (“Common Stock”), as of the close of business on March 14, 2005.

     Agreement Pursuant to the Rights Plan

     In accordance with the Stockholder Protection Rights Agreement, dated as of December 6, 1996 (the “Rights Agreement”), between the Company and Mellon Investor Services, LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), as Rights Agent, each share of Common Stock is currently accompanied by one preferred stock purchase right (a “Right”). Each Right, after it becomes exercisable and until such time as it expires or is redeemed, entitles the holder to purchase from the Company one two-hundredth (1/200^th) of a share of the Company’s Participating Preferred Stock (“Preferred Stock”) at an exercise price of $125 per Right, before giving effect to the Stock Split (but after giving effect to a previous stock split effected by a stock dividend distributed on September 26, 1997).

Page 2

     As a result of the Stock Split and pursuant to Section 2.4(a) of the Rights Agreement, effective as of the Distribution Date, (i) each outstanding share of Common Stock (including shares issued in respect of the Stock Split) will continue to have exactly one Right associated with it, and (ii) each Right, after it becomes exercisable and until such time as it expires or is redeemed, will, subject to the terms and conditions of the Rights Agreement, entitle the holder to purchase from the Company one two-hundredth (1/200^th) of a share of Preferred Stock at an exercise price of $62.50.

     Pursuant to the requirements of Section 2.4(c) and Section 5.9 of the Rights Agreement, this certificate is being delivered to Mellon Investor Services, LLC as Rights Agent under the Rights Agreement and as transfer agent for the Common Stock.

     Please acknowledge receipt of this certificate by signing below and returning a signed copy to Harris Corporation, 1025 West NASA Boulevard, Melbourne, Florida 32919, Attention: Scott T. Mikuen, Esq., Vice President-Associate General Counsel and Corporate Secretary.

HARRIS CORPORATION
By:	/s/ Scott T. Mikuen
	Scott T. Mikuen, Esq.
	Vice President – Associate General Counsel and Corporate Secretary

Receipt acknowledged as of the 22nd day of March, 2005

MELLON INVESTOR SERVICES, LLC, as Rights Agent
By:	/s/ Stanley E. Siekierski
	Name:	Stanley E. Siekierski
	Title:	Vice President

Receipt acknowledged as of the 22nd day of March, 2005

MELLON INVESTOR SERVICES, LLC, as Transfer Agent
By:	/s/ Stanley E. Siekierski
	Name:	Stanley E. Siekierski
	Title:	Vice President

Enclosures
STM/bs/05-219
cc: S. E. Siekierski

EX-99.4

Exhibit 99.4

Harris Corporation
Diluted Earnings Per Share Calculation
(unaudited)

					Two
	Fiscal 2005				Quarters		Fiscal 2004
	Quarters Ended				Ended		Quarters Ended								Fiscal Years Ended
	12/31/		10/1/		12/31/		7/2/		4/2/		1/2/		9/26/
	2004		2004		2004		2004		2004		2004		2003		2004		2003		2002		2001
	($ In millions, except per share amounts)
Income from continuing operations	$	45.1	$	40.1	$	85.2	$	33.1	$	35.4	$	31.7	$	25.5	$	125.7	$	70.3	$	87.0	$	25.5
Impact of convertible debentures		0.9		0.9		1.8		0.9		0.9		0.9		0.9		3.6		3.0		—		—
Income from continuing operations used in diluted share calculation	$	46.0	$	41.0	$	87.0	$	34.0	$	36.3	$	32.6	$	26.4	$	129.3	$	73.3	$	87.0	$	25.5
Net Income	$	45.1	$	40.1	$	85.2	$	38.2	$	35.5	$	33.1	$	26.0	$	132.8	$	59.5	$	82.6	$	21.4
Impact of convertible debentures		0.9		0.9		1.8		0.9		0.9		0.9		0.9		3.6		3.0		—		—
Net income used in diluted share calculation	$	46.0	$	41.0	$	87.0	$	39.1	$	36.4	$	34.0	$	26.9	$	136.4	$	62.5	$	82.6	$	21.4
Basic weighted average shares outstanding		132.9		132.5		132.7		132.3		132.3		132.6		132.6		132.4		132.5		131.9		133.2
Impact of dilutive stock options		2.2		1.7		2.0		1.7		1.9		1.0		0.6		1.3		0.4		0.8		0.7
Impact of convertible debentures		6.6		6.6		6.6		6.6		6.6		6.6		6.6		6.6		5.1		—		—
Diluted weighted average shares outstanding		141.7		140.8		141.3		140.6		140.8		140.2		139.8		140.3		138.0		132.7		133.9
Income from continuing operations per share diluted	$	0.33	$	0.29	$	0.62	$	0.24	$	0.26	$	0.23	$	0.19	$	0.92	$	0.53	$	0.66	$	0.19
Net income per share diluted	$	0.33	$	0.29	$	0.62	$	0.28	$	0.26	$	0.24	$	0.19	$	0.97	$	0.45	$	0.62	$	0.16