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

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)

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

No change

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 1.01 Entry into a Material Definitive Agreement.

On June 4, 2009, Harris Corporation (the “Company” or “Harris”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated on behalf of the several underwriters named therein (collectively, the “Underwriters”) with respect to the offer and sale by the Company of $350,000,000 aggregate principal amount of the Company’s 6.375% Notes due 2019 (the “Notes”). The Notes were offered and sold under the Company’s automatic shelf Registration Statement on Form S-3 (Registration No. 333-159688) filed with the Securities and Exchange Commission on June 3, 2009 (the “Registration Statement”). The issuance and sale of the Notes closed on June 9, 2009. The net proceeds to the Company from the sale of the Notes, after deducting underwriting discounts and expenses were approximately $345.9 million. The Notes were issued pursuant to an Indenture dated as of September 3, 2003 (Exhibit 4(b) to the Registration Statement) (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as trustee. Information concerning the Notes and related matters is set forth in the Registration Statement, including the Company’s Prospectus and Prospectus Supplement, which Prospectus Supplement was filed with the Securities and Exchange Commission on June 5, 2009.

The Underwriting Agreement contains customary representations, warranties and covenants by the Company, conditions to closing, termination provisions and other terms and conditions customary in agreements of this type. The Underwriting Agreement also contains customary indemnification and contribution rights and obligations of the Company and the Underwriters.

The Notes bear interest at the rate of 6.375% per year and will mature on June 15, 2019. Interest on the Notes will be payable semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2009. The Company may redeem the Notes at any time in whole or, from time to time, in part at the “make whole” redemption price specified in the Prospectus Supplement for the Notes being redeemed, plus accrued and unpaid interest to, but not including, the redemption date. In addition, upon a change of control combined with a below investment grade rating event (each as defined in the Prospectus Supplement), the Company may be required to make an offer to repurchase the Notes at a price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest on the Notes repurchased up to, but not including, the date of repurchase.

From time to time, certain of the Underwriters and their affiliates have provided, and may provide, various financial advisory, investment banking, commercial banking or other services to the Company for which they have received, and will continue to receive, customary fees. In particular, Morgan Stanley & Co. Incorporated acted as the Company’s financial advisor in connection with the Company’s acquisition of the Tyco Electronics Wireless Systems business and the Company’s spin-off of Harris Stratex Networks, Inc. In addition, several of the Underwriters and their affiliated or associated persons are dealers in the Company’s commercial paper program or may otherwise receive a portion of the proceeds from the sale of the Notes in repayment of a portion of the outstanding indebtedness under the Company’s commercial paper program.

The foregoing description of the Underwriting Agreement and the Notes is qualified in its entirety by the full text of the Underwriting Agreement and the form of the Notes, which are filed as Exhibits 1.1 and 4.1, respectively, to this Current Report on Form 8-K, and are incorporated by reference herein and into the Registration Statement.

In connection with the issuance of the Notes, Holland & Knight LLP, counsel to the Company, delivered an opinion to the Company, dated June 9, 2009, regarding the legality of the Notes upon issuance and sale thereof. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference into the Registration Statement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

1.1		Underwriting Agreement dated as of June 4, 2009 among Harris Corporation and Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated, on behalf of the several underwriters named therein.
4.1		Form of Harris Corporation’s 6.375% Notes due 2019.
5.1		Opinion of Holland & Knight LLP.
23.1		Consent of Holland & Knight LLP (included as part of Exhibit 5.1).

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: June 10, 2009				Title:   Vice President, Associate General Counsel
				and Secretary

EXHIBIT INDEX

Exhibit No.
Under Regulation
S-K, Item 601		Description
1.1		Underwriting Agreement dated as of June 4, 2009 among Harris Corporation and Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated, on behalf of the several underwriters named therein.
4.1		Form of Harris Corporation’s 6.375% Notes due 2019.
5.1		Opinion of Holland & Knight LLP.
23.1		Consent of Holland & Knight LLP (included as part of Exhibit 5.1).