HARRIS CORPORATION
Registration No. 333-49006
As
filed with the Securities and Exchange Commission on December 5,
2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE
AMENDMENT
NO. 1 TO
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HARRIS CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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34-0276860 |
| (State or other jurisdiction of
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(I.R.S. Employer Identification No.) |
| incorporation or organization) |
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| 1025 West NASA Boulevard |
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| Melbourne, Florida
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329l9 |
| (Address of principal executive offices)
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(Zip Code) |
HARRIS
CORPORATION 2000 STOCK
INCENTIVE PLAN
(Full title of the plan)
Scott T. Mikuen, Esq.
Vice President – Associate General Counsel and Corporate Secretary
HARRIS CORPORATION
1025 West NASA Boulevard
Melbourne, Florida 32919
(Name and address of agent for service)
(321) 727-9100
(Telephone number, including area code, of agent for service)
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EXPLANATORY NOTE
Harris Corporation, a Delaware corporation (the “Registrant”), is filing this Post-Effective
Amendment No. 1 to Form S-8 Registration Statement to deregister certain securities originally
registered by the Registrant pursuant to its Registration Statement on Form S-8 filed with the
Securities and Exchange Commission (the “Commission”) on October 31, 2000 (Registration No.
333-49006, and referred to herein as the “Registration Statement”). The Registration Statement
previously registered under the Harris Corporation 2000 Stock Incentive Plan (the “2000 Plan”)
shares of the Registrant’s common stock, par value $1.00 per share, and the preferred stock
purchase rights (the “Rights”) that are attached to and trade with the common stock (the shares of
the Registrant’s common stock, together with the Rights, are referred to herein as the “Common
Stock”). A total of 10,000,000 shares of Common Stock were initially registered for issuance under
the Registration Statement, which number of shares of Common Stock were adjusted to be 20,000,000
shares in accordance with the 2000 Plan to take into account the Registrant’s 2005 two-for-one
Common Stock split (the “Stock-Split”). All share amounts below in this Explanatory Note are as
adjusted to take into account the Stock-Split.
The Registrant has since adopted the Harris Corporation 2005 Equity Incentive Plan (the “2005
Equity Plan”), which was effective upon approval by the shareholders of the Registrant at its
Annual Meeting of Shareholders on October 28, 2005. As a result of the approval of the 2005 Equity
Plan, the 2000 Plan was terminated with respect to new awards effective October 28, 2005. On
October 28, 2005, of the 20,000,000 shares of Common Stock registered under the 2000 Plan, there
were (a) 8,875,189 authorized but unissued shares of Common Stock (the “Remaining Shares”) and (b)
11,124,811 shares of Common Stock subject to outstanding awards or actually issued. The Remaining
Shares are hereby deregistered.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Melbourne, State of
Florida, on December 5, 2005.
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HARRIS CORPORATION |
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By:
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/s/ Howard L. Lance |
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Name:
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Howard L. Lance |
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Title:
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Chairman of the Board, President
and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.
1 to Form S-8 Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
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| Signature |
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Title |
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Date |
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| /s/ Howard L. Lance
Howard L. Lance |
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Chairman of the Board,
President and Chief
Executive Officer
(Principal Executive Officer)
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December 5, 2005 |
| /s/ Bryan R. Roub
Bryan R. Roub |
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Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
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December 5, 2005 |
| /s/ Lewis A. Schwartz
Lewis A. Schwartz |
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Principal Accounting Officer
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December 5, 2005 |
| /s/ Thomas A. Dattilo*
Thomas A. Dattilo |
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Director
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December 5, 2005 |
| /s/ Terry D. Growcock*
Terry D. Growcock |
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Director
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December 5, 2005 |
| /s/ Lewis Hay III*
Lewis Hay III |
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Director
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December 5, 2005 |
| /s/ Karen Katen*
Karen Katen |
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Director
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December 5, 2005 |
| /s/ Stephen P. Kaufman*
Stephen P. Kaufman |
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Director
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December 5, 2005 |
| /s/ Leslie F. Kenne*
Leslie F. Kenne |
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Director
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December 5, 2005 |
| /s/ David B. Rickard*
David B. Rickard |
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Director
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December 5, 2005 |
| /s/ James C. Stoffel*
James C. Stoffel |
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Director
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December 5, 2005 |
3
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| /s/ Gregory T. Swienton*
Gregory T. Swienton |
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Director
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December 5, 2005 |
| /s/ Hansel E. Tookes II*
Hansel E. Tookes II |
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Director
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December 5, 2005 |
*By: /s/ Scott T. Mikuen
Scott T. Mikuen
Attorney-in-fact pursuant to a
power of attorney
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EXHIBIT INDEX
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| Exhibit No. |
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| Under Reg. S-K, |
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| Item 601 |
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Description |
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24
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Power of Attorney. |
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