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): | February 4, 2013 |
HARRIS CORPORATION
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware | 1-3863 | 34-0276860 |
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
1025 West NASA Blvd., Melbourne, Florida | 32919 | |
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
Registrants telephone number, including area code: | (321) 727-9100 |
Not Applicable
______________________________________________
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01
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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 February 4, 2013, Harris Corporation (Harris) issued a press release announcing the completion of the sale of Harris Broadcast Communications Division (Broadcast Communications) to an affiliate of The Gores Group, LLC for $225 million, which includes $160 million in cash, a $15 million subordinated promissory note and an earnout of up to $50 million based on future performance. A copy of the press release is furnished herewith as Exhibit 99.1 to this report and is incorporated herein by reference. Harris Current Reports on Form 8-K dated December 6, 2012 and December 11, 2012 related to Harris signing of an agreement to sell Broadcast Communications to an affiliate of The Gores Group, LLC included additional information regarding the terms of the agreement, including the subordinated promissory note and the earnout.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished herewith:
Exhibit | ||||
Number | Description | |||
99.1 | Press Release, issued by Harris Corporation on February 4, 2013 (furnished pursuant to Item 7.01 and not filed). |
SIGNATURES
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 | ||||
February 4, 2013 | By: |
Gary L. McArthur
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Name: Gary L. McArthur | ||||
Title: Senior Vice President & Chief Financial Officer |
Exhibit Index
Exhibit No. | Description | |
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99.1
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Press Release, issued by Harris Corporation on February 4, 2013 (furnished pursuant to Item 7.01 and not filed). |
Exhibit 99.1
Harris Corporation Completes Sale of its
Broadcast Communications Business to The Gores Group
MELBOURNE, Florida, February 4, 2013 Harris Corporation (NYSE:HRS) has completed the previously announced sale of its Broadcast Communications business to an affiliate of The Gores Group, LLC for $225 million. The price includes $160 million in cash, a $15 million subordinated promissory note and an earnout of up to $50 million based on future performance. The purchase price is subject to customary adjustments.
Harris announced December 6, 2012 that it had reached an agreement to sell Broadcast Communications to The Gores Group, LLC as part of the companys strategy to optimize its business portfolio and focus on its core businesses.
About Harris Corporation
Harris is an international communications and information technology company serving government and
commercial markets in more than 125 countries. Headquartered in Melbourne, Florida, the company
has approximately $5.5 billion of annual revenue and about 15,000 employees including 6,000
engineers and scientists. Harris is dedicated to developing best-in-class assured
communications® products, systems, and services. Additional information about Harris
Corporation is available at harris.com.
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Forward-Looking Statements
Statements in this press release that are not historical facts are forward-looking statements
that reflect managements current expectations, assumptions, and estimates of future performance
and economic conditions. Such statements are made in reliance upon the safe harbor provisions of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
The Company cautions investors that any forward-looking statements are subject to risks and
uncertainties that may cause actual results and future trends to differ materially from those
matters expressed in or implied by such forward-looking statements. The Companys consolidated
results and the forward-looking statements could be affected by many factors. Further information
relating to factors that may impact the Companys results and forward-looking statements are
disclosed in the Companys filings with the SEC. The forward-looking statements contained in this
release are made as of the date of this release, and the Company disclaims any intention or
obligation, other than imposed by law, to update or revise any forward-looking statements, whether
as a result of new information, future events, or otherwise.
# # #
Investor Relations inquiries: Pamela Padgett at 321-727-9383, or pamela.padgett@harris.com
Media inquiries: Jim Burke at 321-727-9131/jim.burke@harris.com or Frank Stefanik at 310-209-3010