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| HRS > SEC Filings for HRS > Form 8-K on 6-Dec-2012 | All Recent SEC Filings |
6-Dec-2012
Regulation FD Disclosure, Financial Statements and Exhibits
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 December 6, 2012, Harris Corporation ("Harris") issued a press release announcing the signing of an agreement to sell Harris' Broadcast Communications Division ("Broadcast Communications") to an affiliate of The Gores Group, LLC for $225 million, which includes $160 million in cash at closing, 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. The subordinated promissory note is payable fifteen months after closing, accrues simple annual interest at six percent and is unsecured. The earnout terms provide that in each of the four calendar years of 2013 through 2016, Harris is entitled to receive a contingent payment in cash equal to twenty percent of the revenue of Broadcast Communications in such calendar year that exceeds a specified target revenue amount (with such target revenue amount subject to reduction for any divestitures of a business, business unit, product line or substantial portion of the consolidated assets of Broadcast Communications). The contingent payment amount is subject to (i) an annual cap of $25 million in each of such calendar years (with any revenue that would have caused the contingent payment in any such year to exceed such annual cap to be carried forward and credited as revenue in the next year) and (ii) an aggregate cap of $50 million over all four such calendar years.
(d) Exhibits.
The following exhibit is furnished herewith:
Exhibit
Number Description
99.1 Press Release, issued by Harris Corporation on December 6, 2012 (furnished
pursuant to Item 7.01 and not filed).
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