L3HARRIS TECHNOLOGIES, INC. /DE/ — Regulatory Filings 2003

Feb 19, 2003

424B3 1 l99137be424b3.htm HARRIS CORPORATION 424B3 Harris Corporation 424B3 PAGEBREAK

Filed pursuant to Rule 424(b)(3)

Registration No. 333-100823

PROSPECTUS SUPPLEMENT NO. 3

TO PROSPECTUS DATED NOVEMBER 18, 2002

Harris Corporation

$150,000,000

3.5% Convertible Debentures due 2022

and

3,314,917 Shares of Common Stock Issuable Upon

Conversion of the Debentures

This prospectus supplement supplements information contained in the prospectus dated November 18, 2002, as supplemented by prospectus supplement no. 1 dated December 10, 2002 and prospectus supplement no. 2 dated February 4, 2003, covering the resale by the selling securityholders of our 3.5% Convertible Debentures due 2022 and the shares of our common stock issuable upon conversion of the debentures, including preferred stock purchase rights associated with our common stock. This prospectus supplement no. 3 is not complete without, and may not be delivered or utilized except in connection with, the prospectus, including any amendments or supplements thereto. The terms of the debentures are set forth in the prospectus.

Investing in the debentures or the common stock into which the debentures are convertible involves risks. See “Risk Factors” beginning on page 7 of the prospectus, and the “Forward Looking Statements and Factors that May Affect Future Results” section contained in our most recent periodic report filed with the Securities and Exchange Commission.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES IS TRUTHFUL, OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The information in the table appearing under the caption “Selling Securityholders” in the prospectus is amended by adding the information below with respect to persons not previously listed in the prospectus or in any amendments or supplements thereto, and by superseding the information with respect to persons previously listed in the prospectus or in any amendments or supplements thereto:

	Principal Amount — of Debentures		Number of Shares
	Beneficially Owned	Percentage of	of Common Stock
	That May Be	Debentures	That May Be
	Sold Hereby	Outstanding	Sold Hereby
Selling Securityholders	(3)	(2)(3)	(1)(2)(3)
Context Convertible Arbitrage Fund, LP	$ 365,000	0.2	8,066
Context Convertible Arbitrage Offshore Fund, Ltd.	210,000	0.1	4,641

| (1) | Assumes conversion of all of the holder’s
debentures at a conversion rate of 22.0994 shares of our common
stock per each $1,000 principal amount of the debentures. This
conversion rate will be subject to adjustment, however, as
described in the prospectus under “Description of
Debentures — Conversion Rights.” As a result, the
number of shares of our common stock issuable upon conversion of
the debentures may increase or decrease in the future. |
| --- | --- |
| (2) | Information about any other selling
securityholders that is not set forth in the prospectus or this
prospectus supplement may be set forth in one or more prospectus
supplements, if required. This information assumes that holders
of debentures, or any future transferees, pledgees, donees or
successors of or from any such holders of debentures, do not
beneficially own any common stock, other than the common stock
issuable upon conversion of the debentures at the initial
conversion rate. In calculating these amounts, we treated as
outstanding the number of shares of common stock issuable upon
conversion of all of that particular holder’s debentures.
However, we did not assume the conversion of any other
holders’ debentures. Based upon such assumptions, no holder
will own more than 1% of our common stock. |
| (3) | We are unable to obtain information as to
secondary sales of the debentures and, accordingly, cannot
determine the extent to which the debentures listed in this
prospectus supplement consist of debentures purchased in the
original offering of the debentures in August 2002 or
subsequently in the secondary market. Because we are unable to
make adjustments to the prospectus for secondary market sales,
the prospectus will overstate the debentures held by a selling
securityholder to the extent of such sales. |

We prepared this table based on the information supplied to us by the selling securityholders named in the table, and we have not sought to verify such information. To our knowledge, none of the selling securityholders listed above has, or within the past three years has had, any material relationship with us or any of our affiliates.

The date of this prospectus supplement is February 19, 2003.