SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HARRIS & HARRIS GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
New York 13-3119827
(State of Incorporation (I.R.S. Employer
or Organization) Identification no.)
One Rockefeller Plaza 10020
Rockefeller Center (Zip Code)
New York, New York
(Address of Principal Executive Offices)
If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective
pursuant to General Instruction A.(c), please pursuant to General Instruction A.(d),
check the following box. |_| please check the following box. |X|
Securities Act registration statement file number to which this
form relates: 333-87032
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Rights Nasdaq National Market
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The description of the Registrant's securities to be registered is
incorporated by reference to the description contained under the caption
"The Offer and Plan of Distribution - Terms of the Offer" in the
Registrant's Registration Statement on Form N-2 (Nos. 333-87032 and 814-176)
as filed electronically with the Securities and Exchange Commission (the
"Commission") on April 26, 2002 (Accession No. 0000950172-02-000832)
("Registration Statement on Form N-2"), as amended by Pre-Effective
Amendment No.1 to the Registration Statement on Form N-2, as filed with the
Commission on June 6, 2002 (Accession No.0000950172-02-001220)
("Pre-Effective Amendment No. 1"), Pre-Effective Amendment No.2 to the
Registration Statement on Form N-2, as filed with the Commission on June 25,
2002 (Accession No.0000950172-02-001396) ("Pre-Effective Amendment No. 2")
and by any final prospectus that will be filed pursuant to Rule 497 of the
Securities Act of 1933, as amended, which are incorporated by reference.
Item 2. Exhibits.
Subscription Certificate, Beneficial Owner Listing Certification,
Notice of Guaranteed Delivery, DTC Participant Over-Subscription
Certificate and Specimen certificate of common stock certificate. The
Subscription Certificate, Beneficial Owner Listing Certification, Notice of
Guaranteed Delivery and DTC Participant Over-Subscription Certificate are
hereby incorporated by reference to Exhibit (d) of the Registrant's
Registration Statement on Form N-2, as amended by Pre-Effective Amendment
No.1. The Specimen certificate of common stock certificate is hereby
incorporated by reference to Exhibit 4 of the Registrant's Registration
Statement on Form N-2 as filed with the Commission on October 29, 1992.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
HARRIS & HARRIS GROUP, INC.
By: /s/
----------------------------
Name: Charles E. Harris
Title: Chairman and CEO
(Principal Executive Officer)
Date: June 26, 2002