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

S-3 1 l98139asv3.htm HARRIS CORPORATION FORM S-3 Harris Corporation Form S-3 PAGEBREAK

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 3, 2003

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Harris Corporation

(Exact name of registrant as specified in its charter)

Delaware	34-0276860
(State or other jurisdiction of incorporation
or organization)	(I.R.S. Employer Identification
Number)

1025 West NASA Boulevard

Melbourne, Florida 32919

(321) 727-9100

(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)

Scott T. Mikuen, Esq.

Vice President Counsel,

Corporate & Commercial Operations, Assistant Secretary

HARRIS CORPORATION

1025 West NASA Boulevard

Melbourne, Florida 32919

(321) 727-9100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

T. Malcolm Graham, Esq. Holland & Knight LLP 50 North Laura Street, Suite 3900 Jacksonville, Florida 32202 (904) 353-2000 Andrew J. Pitts, Esq. Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, New York 10019 (212) 474-1000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE

Title Of Each Class		Proposed Maximum	Proposed Maximum	Amount of
Of Securities To Be	Amount To Be	Offering Price Per	Aggregate Offering	Registration
Registered	Registered(1)(2)	Unit(1)(2)	Price(1)(2)(3)	Fee(4)
Debt Securities(5)
Preferred Stock, without par value(6)
Common Stock, par value $1.00 per share and
related preferred stock purchase rights(6)(7)(8)
Depositary Shares(6)(9)
Stock or Debt Warrants(10)
Total	$500,000,000		$500,000,000	$40,450

(Notes Continued on Next Page)

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(Continued From Previous Page)

| (1) | There are being registered under this
registration statement such indeterminate number of shares of
common stock and preferred stock of the registrant, such
indeterminate number of depositary shares of the registrant,
such indeterminate number of warrants to purchase debt
securities, shares of preferred stock and shares of common stock
of the registrant, and such indeterminate principal amount of
debt securities of the registrant, as shall have an aggregate
initial offering price not to exceed $500,000,000. If any debt
securities are issued at an original issue discount, then the
debt securities registered shall include such additional debt
securities as may be necessary such that the aggregate initial
public offering price of all securities issued pursuant to this
registration statement will equal $500,000,000. Any securities
registered under this registration statement may be sold
separately or as units with other securities registered under
this registration statement. The proposed maximum initial
offering prices per unit will be determined, from time to time,
by the registrant in connection with the issuance by the
registrant of the securities registered under this registration
statement. |
| --- | --- |
| (2) | Not specified with respect to each class of
securities being registered under this registration statement
pursuant to General Instruction II.D. of Form S-3 under the
Securities Act of 1933. |
| (3) | Estimated solely for the purpose of calculating
the registration fee, pursuant to Rule 457(o) under the
Securities Act of 1933. No additional consideration will be
received for common stock, preferred stock or debt securities
that are issued upon conversion into or exchange for or exercise
of preferred stock, depositary shares or debt securities. |
| (4) | Pursuant to Rule 457(o) under the Securities
Act of 1933, the registration fee is calculated on the maximum
offering price of all securities listed, and the table does not
specify information by each class about the amount to be
registered. A filing fee of $139,000 was previously paid in
connection with $500,000,000 of unsold securities registered
under a registration statement on Form S-3 (Registration
No. 333-66241) initially filed by the registrant on
October 28, 1998. Accordingly, pursuant to Rule 457(p)
under the Securities Act of 1933, the registrant is offsetting
$40,450 of the previously paid filing fees against the total
filing fee of $40,450 due in connection with the filing of this
registration statement. Accordingly, no filing fee is paid
herewith. |
| (5) | Including such indeterminate amount of debt
securities as may from time to time be issued (i) at
indeterminate prices or (ii) upon conversion into or
exchange for or exercise of other debt securities, shares of
preferred stock or warrants registered hereunder, to the extent
any of such debt securities, shares of preferred stock or
warrants are, by their terms, convertible into or exchangeable
or exercisable for debt securities. |
| (6) | In addition to any shares of preferred stock,
depositary shares or shares of common stock that may be issued
directly under this registration statement, there are being
registered hereunder an indeterminate number of shares of
preferred stock, depositary shares or shares of common stock as
may from time to time be issued (i) at indeterminate prices
or (ii) upon conversion or exchange of debt securities,
shares of preferred stock or depositary shares, or upon the
exercise of warrants, as the case may be. No separate
consideration will be received for any shares of preferred
stock, depositary shares or shares of common stock so issued
upon conversion or exchange of preferred stock, depositary
shares or debt securities. |
| (7) | Including such indeterminate number of shares of
common stock as the registrant may elect from time to time to
issue in connection with the payment of dividends on preferred
stock, to the extent dividends on any of such shares of
preferred stock are, by their terms, able to be satisfied by the
issuance of shares of common stock. |
| (8) | This registration statement also relates to
preferred stock purchase rights which are attached to all shares
of common stock. Prior to the occurrence of certain events, the
preferred stock purchase rights are not exercisable, are
evidenced by the certificates representing the common stock and
are transferred with and only with the common stock. The value
attributable to the rights, if any, is reflected in the value of
the common stock and no separate consideration is to be received
for the rights. |
| (9) | Subject to footnote (1), there are being
registered hereunder an indeterminate number of depositary
shares to be evidenced by depositary receipts issued pursuant to
a deposit agreement. If the registrant elects to offer to the
public fractional interests in shares of the preferred stock
registered hereunder, depositary receipts will be distributed to
those persons purchasing such fractional interests, and the
shares of preferred stock will be issued to the depositary under
the deposit agreement. |

(10) Warrants to purchase debt securities, preferred stock or common stock of the registrant may be sold separately or with debt securities, preferred stock or common stock of the registrant.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 3, 2003

PROSPECTUS

Harris Corporation

$500,000,000

Debt Securities, Preferred Stock, Common Stock,

Depositary Shares and Warrants

By this prospectus, Harris may offer from time to time, separately or together, in one or more series, a total of up to $500,000,000 of securities, which may include:

	debt securities
	shares of preferred stock
	shares of common stock
	fractional interests in shares of preferred stock
represented by depositary shares
	warrants to purchase debt securities
	warrants to purchase shares of preferred stock
	warrants to purchase shares of common stock

When we decide to sell particular securities, we will provide you with the specific terms and the public offering price of the securities we are then offering in one or more prospectus supplements to this prospectus. The prospectus supplement may add to, change or update information contained in this prospectus. The prospectus supplement may also contain important information about U.S. Federal income tax consequences. You should read this prospectus, together with any prospectus supplements and information incorporated by reference in this prospectus and any prospectus supplements, carefully before you decide to invest.

Our common stock is listed for trading on the New York Stock Exchange under the symbol HRS. Any common stock sold pursuant to this prospectus or any prospectus supplement will be listed on that exchange, subject to official notice of issuance. Each prospectus supplement to this prospectus will contain information, where applicable, as to any other listing on any national securities exchange or The Nasdaq Stock Market of the securities covered by the prospectus supplement.

These securities may be sold directly by us, through dealers or agents designated from time to time, to or through underwriters or through a combination of these methods. See Plan of Distribution in this prospectus. We may also describe the plan of distribution for any particular offering of these securities in any applicable prospectus supplement. If any agents, underwriters or dealers are involved in the sale of any securities in respect of which this prospectus is being delivered, we will disclose their names and the nature of our arrangement with them in a prospectus supplement. The net proceeds we expect to receive from any such sale will also be included in a prospectus supplement.

This prospectus may not be used to offer or sell any securities unless it is accompanied by a prospectus supplement.

Investing in our securities involves risks. See Risk Factors on page 7 of this prospectus.

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

The date of this prospectus is l , 2003. PAGEBREAK

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TABLE OF CONTENTS

ABOUT THIS PROSPECTUS
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
WHERE YOU CAN FIND MORE INFORMATION
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
ABOUT HARRIS
RISK FACTORS
USE OF PROCEEDS
RATIO OF EARNINGS TO FIXED CHARGES
DESCRIPTION OF DEBT SECURITIES
DESCRIPTION OF CAPITAL STOCK
DESCRIPTION OF DEPOSITARY SHARES
DESCRIPTION OF WARRANTS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
EX-4(B) Indenture Dated September 3, 2003
EX-4(C) Subordinated Indenture Dated Sept. 3, 2003
EX-5 Opinion of Holland & Knight LLP
EX-12 Statement re: Computation of Ratios of Earn.
EX-23(B) Consent of Ernst & Young
EX-25(A) Form T-1 Statement-Senior Indenture Act
EX-25(B) Form T-1 Statement-Subordinated Indenture

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TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	3
WHERE YOU CAN FIND MORE INFORMATION	4
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING
STATEMENTS	4
ABOUT HARRIS	6
RISK FACTORS	7
USE OF PROCEEDS	7
RATIO OF EARNINGS TO FIXED CHARGES	8
DESCRIPTION OF DEBT SECURITIES	9
DESCRIPTION OF CAPITAL STOCK	22
DESCRIPTION OF DEPOSITARY SHARES	31
DESCRIPTION OF WARRANTS	34
PLAN OF DISTRIBUTION	36
LEGAL MATTERS	38
EXPERTS	38

You should rely only on the information contained in or incorporated by reference in this prospectus or any applicable prospectus supplement. We have not authorized anyone to provide you with different information. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. link1 "ABOUT THIS PROSPECTUS"

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, utilizing a shelf registration process or continuous offering process, which allows us to offer and sell any combination of the securities described in this prospectus in one or more offerings. Using this prospectus, we may offer up to a total dollar amount of $500,000,000 of these securities.

This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will describe the specific terms of the securities we are then offering. Each prospectus supplement will also contain specific information about the terms of the offering it describes. That prospectus supplement may include additional risk factors about us and the terms of that particular offering. Prospectus supplements may also add to, update or change the information contained in this prospectus. In addition, as we describe in the section entitled Where You Can Find More Information, we have filed and plan to continue to file other documents with the SEC that contain information about us and the business conducted by us and our subsidiaries. Before you decide whether to invest in any of these securities, you should read this prospectus, the prospectus supplement that further describes the offering of these securities and the information we file with the SEC.

In this prospectus, references to company, we, us, our and Harris refer to Harris Corporation and do not include any of its subsidiaries in the context of the issuer of securities. In other contexts, references to company, we, us, our and Harris may also include subsidiaries of Harris Corporation. The phrase this prospectus refers to this prospectus and any applicable prospectus supplement, unless the context otherwise requires. References to securities refer collectively to the debt securities, preferred stock, common stock, depositary shares and warrants offered by this prospectus.

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link1 "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE"

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Some of the information that you may want to consider in deciding whether to invest in the securities is not included in this prospectus, but rather is incorporated by reference to certain reports that we have filed with the SEC. This permits us to disclose important information to you by referring to those documents rather than repeating them in full in this prospectus. The information incorporated by reference in this prospectus is considered part of this prospectus, except for any information that is superseded, and contains important business and financial information. We incorporate by reference in this prospectus our Annual Report on Form 10-K for the fiscal year ended June 27, 2003, filed by us with the SEC (Commission File No. 1-3863).

All documents and reports that we file with the SEC (other than Current Reports on Form 8-K containing only Regulation FD disclosure or other information furnished pursuant to Item 9 or Item 12 of Form 8-K or any future Item of Form 8-K that permits information to be furnished, unless otherwise indicated therein) under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to in this prospectus as the Exchange Act, after the date of this prospectus and prior to the end of the offering of the securities under this prospectus, shall also be deemed to be incorporated herein by reference from the date of filing of such documents and reports. The information contained on our website ( http://www.harris.com ) is not incorporated into this prospectus.

We will provide without charge to each person, including any beneficial owner of securities offered under this prospectus, to whom a copy of this prospectus has been delivered, upon the written or oral request of such person, a copy of any or all of the documents that have been or may be incorporated by reference in this prospectus, other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents or this prospectus. You should direct any such requests to us at the following address:

Harris Corporation
1025 West NASA Boulevard
Melbourne, Florida 32919
Attention: Corporate Secretary

You may also request such documents by calling our Corporate Secretary at (321) 727-9100.

Statements made in this prospectus or in any document incorporated by reference in this prospectus as to the contents of any contract or other document referred to herein or therein are not necessarily complete, and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the registration statement or to the documents incorporated by reference therein, each such statement being qualified in all material respects by such reference.

Any statement made in a document incorporated by reference or deemed incorporated by reference into this prospectus is deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that also is incorporated or deemed incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

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link1 "WHERE YOU CAN FIND MORE INFORMATION"

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information reporting requirements of the Exchange Act and accordingly, we file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available over the Internet at the SECs web site ( http://www.sec.gov ). You may also read and copy any document we file with the SEC at its public reference room:

Public Reference Room
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549

You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington, DC 20549. Please call 1-800-SEC-0330 for further information on the operations of the public reference facility and copying charges. Our SEC filings are also available at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. link1 "CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS"

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated in this prospectus by reference contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to in this prospectus as the Securities Act, and Section 21E of the Exchange Act, that involve risks and uncertainties, as well as assumptions that, should they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including statements of our plans, strategies and objectives for future operations; any statements concerning new products, services or developments; any statements regarding future economic conditions, performance or outlook; statements as to the outcome of contingencies; statements as to the value of our contract awards and programs; statements of belief or expectation; and any statements of assumptions underlying any of the foregoing. Forward-looking statements reflect our managements current expectations, assumptions and estimates of future performance and economic conditions and are based upon currently available data. Such statements are made in reliance upon the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements may be identified by their use of forward-looking terminology, such as believes, expects, may, should, would, will, intends, plans, estimates, anticipates and similar words. We caution investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. Our consolidated results and the forward-looking statements could be affected by many factors, including:

| | uncertain economic conditions, which make it
difficult to estimate growth in our markets and, as a result,
future income and expenditures; |
| --- | --- |
| | the severe telecommunications slow-down, which
has and may continue to have a negative impact on our telecom
business; |
| | our dependence on the U.S. Government for a
significant portion of our revenues, as the loss of this
relationship or a shift in U.S. Government funding could have
adverse consequences on our future business; |
| | financial and government and regulatory risks
relating to international sales and operations, including
fluctuations in foreign currency exchange rates and the
effectiveness of our currency hedging program; |
| | the fair values of our portfolio of passive
investments, which are subject to significant price volatility
or erosion; |
| | our ability to continue to develop new products
that achieve market acceptance; |

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| | the consequences of future geo-political events,
which may affect adversely the markets in which we operate, our
ability to insure against risks, our operations or our
profitability; |
| --- | --- |
| | strategic acquisitions and the risks and
uncertainties related thereto, including the ability to manage
and integrate acquired businesses; |
| | potential changes in U.S. Government or customer
priorities due to program reviews or revisions to strategic
objectives, including termination of or potential failure to
fund U.S. Government contracts; |
| | risks inherent with large long-term fixed-price
contracts, particularly the ability to contain cost overruns; |
| | the performance of critical subcontractors or
suppliers; |
| | potential claims that we are infringing the
intellectual property rights of third parties; |
| | the successful resolution of patent infringement
claims and litigation and the ultimate outcome of other
contingencies, litigation and legal matters; |
| | customer demand for financing and customer credit
risk; |
| | cost reductions, which may not yield the benefits
we expect and could have adverse effects on our future business; |
| | the impact of competitive products and pricing; |
| | risks inherent in developing new technologies; |
| | the ability to recruit and retain qualified
personnel; |
| | general economic conditions in the markets in
which we operate; and |
| | the risks described from time to time in our
Annual Report on Form 10-K and other filings under the
Exchange Act. |

The forward-looking statements represent our estimates and assumptions only on the date they were made and we disclaim any intention or obligation to update or revise any forward-looking statements or to update the reasons why actual results could differ materially from those projected in the forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on these forward-looking statements, which reflect our managements opinions only as of the date of this prospectus or the date of any document incorporated by reference. Forward-looking statements involve a number of risks or uncertainties including, but not limited to, the risks referred to under the heading Risk Factors on page 7 of this prospectus. All forward-looking statements are qualified by and should be read in conjunction with those risk factors.

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link1 "ABOUT HARRIS"

ABOUT HARRIS

We are, along with our subsidiaries, an international communications equipment company focused on providing product, system and service solutions for commercial and government customers. Our five operating divisions serve markets for government communications and information processing, secure tactical radios, microwave, network support and broadcast. We were incorporated in Delaware in 1926 as the successor to three companies founded in the 1890s. Our common stock is listed on the New York Stock Exchange under the symbol HRS. For additional information about Harris, refer to the documents we have incorporated by reference in this prospectus. See Where You Can Find More Information on page 4 of this prospectus to learn how to obtain copies of these documents. Our principal executive offices are located at 1025 West NASA Boulevard, Melbourne, Florida 32919. Our telephone number is (321) 727-9100, and our Internet web site address is http://www.harris.com . Information contained in our web site is not a part of this prospectus.

We currently structure our operations around the following five business segments:

	Government Communications Systems,
	RF Communications,
	Microwave Communications,
	Network Support, and
	Broadcast Communications.

Financial information with respect to all of our other activities, including corporate costs not allocated to operating segments, is reported as part of Headquarters Expense or Non-Operating Income.

Each of our five business segments, which are also referred to by us as divisions, has been organized on the basis of specific communications markets. For the most part, each operating segment has its own marketing, engineering, manufacturing and product service and maintenance organization. We produce most of the products we sell.

The following is a brief description of the business and products of each of our business segments:

Government Communications Systems

Our Government Communications Systems segment conducts advanced research studies, develops prototypes and designs, develops and produces state-of-the-art airborne, spaceborne and terrestrial communications and information processing equipment and systems for the U.S. Department of Defense, Federal Aviation Administration and other U.S. Government agencies and also for other large aerospace and defense companies serving the U.S. Government marketplace. This segment also develops and produces information processing and communications systems to collect, store, retrieve, process, analyze, display and distribute information for the U.S. Government, its agencies and its prime contractors. The Government Communications Systems segment specializes in aerospace communications, avionics and ground communications; optical solutions; image collection, storage, retrieval and processing; information and transportation technology systems and communications; and communications engineering and technical services.

RF Communications

Our RF Communications segment is a leading supplier of secure wireless voice and data communications products, systems and networks to the U.S. Department of Defense and other Federal and state agencies and to foreign government defense agencies, of which a significant portion is sold through the U.S. Governments foreign military sales program, as well as through systems integrators. This segment supplies a comprehensive line of secure radio products and systems for man-portable, mobile, strategic fixed-site and shipboard applications. This segment develops and sells radio systems that are highly flexible, interoperable and capable of supporting the diverse mission requirements of our modern military.

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Microwave Communications

Our Microwave Communications segment designs, manufactures and sells a broad range of digital microwave and millimeter-wave radios for use in worldwide wireless communication networks. The segment offers a wide range of transport and access products to serve the needs of companies ranging from mobile service providers to state, local and Federal users, private network users and Internet service providers. These products are used by domestic and international mobile service providers, original equipment manufacturers and base station suppliers, as well as private network users. This segment provides complete point-to-point and point-to-multipoint microwave systems. The segments business demands are primarily driven by worldwide demand for high-performance and high-capacity broadband access, mobile voice telephony, high-speed data communications and the increasing use of cellular telephone and other wireless services and devices. This segment focuses on three primary applications for microwave radio: (1) links to interconnect mobile base station and controller sites, (2) transport and access links to support both private networks and public networks, and (3) last mile broadband access links which bring voice, data and video to small and medium enterprises.

Network Support

Our Network Support segment provides a complete range of products and systems to support network infrastructures. The segments products enable service providers to test, manage and enhance communications network infrastructures. The segment supplies telecommunication products and systems, including technician handheld tools and test sets, ranging from industry standard impact tools, crimpers, wire and cable strippers, to butt-in style test sets for installation, maintenance and troubleshooting, and global network management solutions and operational support systems to optimize multi-vendor, multiprotocol networks.

Broadcast Communications

Our Broadcast Communications segment serves the digital and analog television and radio infrastructure markets, providing transmission, studio, automation and network management equipment and systems to over-the-air broadcasters. Customers are primarily television and radio broadcasters. Our Broadcast Communications segment is a leading developer, manufacturer and supplier of: digital and analog radio and television broadcast encoding and transmission equipment, systems and services; radio and television studio equipment, systems and services; and automation and network management equipment and systems enabling television stations, groups and networks to monitor and control hardware, software and related elements from a central location and to otherwise automate systems for television, over-the-air broadcast and cable and industrial applications. link1 "RISK FACTORS"

RISK FACTORS

Investing in our securities involves risk. You should carefully consider the specific factors discussed under the caption Risk Factors in the applicable prospectus supplement, together with all the other information contained in the prospectus supplement or appearing or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and assumptions discussed under the caption Forward-Looking Statements and Factors that May Affect Future Results included in our Annual Report on Form 10-K for the fiscal year ended June 27, 2003, which is incorporated by reference in this prospectus, and which may be amended, supplemented or superseded from to time by other reports we file with the SEC in the future. link1 "USE OF PROCEEDS"

USE OF PROCEEDS

Unless otherwise indicated in the applicable prospectus supplement, we expect to use the net proceeds from the sale of any securities offered by this prospectus for some or all of the following purposes:

| | repayment or refinancing of a portion of our
existing short-term and long-term debt; |
| --- | --- |
| | capital expenditures; |
| | additional working capital; |

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	acquisitions; and
	other general corporate purposes.

Our management will retain broad discretion in the allocation of the net proceeds from the sale of these securities. Pending such uses, we anticipate that we will invest the net proceeds in interest-bearing instruments or other investment-grade securities or use the net proceeds to reduce our short-term indebtedness. link1 "RATIO OF EARNINGS TO FIXED CHARGES"

RATIO OF EARNINGS TO FIXED CHARGES

Our consolidated ratio of earnings to fixed charges for each of the fiscal years indicated is as follows:

June 27,	June 28,	June 29,	June 30,	July 2,
2003(a)	2002(b)	2001(c)	2000(d)	1999(e)
Ratio of earnings to fixed charges	3.83x	4.73x	2.92x	2.56x	5.35x

| (a) | Results for fiscal 2003 include an
$18.8 million pretax gain on the sale of our minority
interest in our LiveTV, LLC venture, a $17.6 million pretax
write-down of inventory related to our exit of unprofitable
products in our Microwave Communications and Network Support
segments and the shutdown of our Brazilian manufacturing plant
in the Microwave Communications segment, a $12.4 million
pretax charge related to our disposal of assets remaining from
our telecom switch business and a $16.7 million charge for
cost-cutting measures taken in our Microwave Communications and
Broadcast Communications segments as well as our corporate
headquarters. |
| --- | --- |
| (b) | Results for fiscal 2002 include a
$15.8 million pretax charge in our Microwave Communications
segment related to cost reduction actions taken in its
international operations and collection losses related to the
bankruptcy of a customer in Latin America, a $10.3 million
pretax gain on the sale of our minority interest in our GE
Harris Energy Control Systems, LLC joint venture, a $10.0
million pretax write-down of our investment interest in Terion,
Inc. and a $3.7 million pretax write-down of marketable
securities. |
| (c) | Results for fiscal 2001 include a
$73.5 million pretax charge for the write-off of purchased
in-process research and development, a $33.4 million pretax
gain on the sale of our minority interest in our GE-Harris
Railway Electronics, LLC joint venture and a $20.1 million
pretax write-down of marketable securities. |
| (d) | Results for fiscal 2000 include a
$41.0 million pretax charge for restructuring expenses
related to our exit from our telephone switching and alarm
management product lines and a $10.7 million pretax
write-off of purchased in-process research and development. |
| (e) | Results for fiscal 1999 include a
$5.1 million pretax charge for restructuring expenses
related to severance costs and a $20.6 million pretax
special charge for litigation costs. |

We compute the ratio of earnings to fixed charges by dividing (i) earnings (loss), which consists of net income from continuing operations before income taxes plus fixed charges and amortization of capitalized interest less interest capitalized during the period and adjusted for undistributed earnings in equity investments, by (ii) fixed charges, which consist of interest expense, capitalized interest and the interest portion of rental expense under operating leases estimated to be representative of the interest factor.

Our fixed charges do not include any dividend requirements with respect to preferred stock because, as of the date of this prospectus and for the five preceding fiscal years, we have had no preferred stock outstanding.

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link1 "DESCRIPTION OF DEBT SECURITIES"

DESCRIPTION OF DEBT SECURITIES

The following description of the terms of the debt securities sets forth general terms that may apply to the debt securities and provisions of the indentures that will govern the debt securities, and is not complete. The particular terms of any debt securities will be described in the prospectus supplement relating to those debt securities.

The debt securities will be either our senior debt securities or our subordinated debt securities. The senior debt securities will be issued under an indenture dated as of September 3, 2003, between us and The Bank of New York, as trustee. This indenture is referred to as the senior indenture. The subordinated debt securities will be issued under an indenture dated as of September 3, 2003 between us and The Bank of New York, as trustee. This indenture is referred to as the subordinated indenture. The senior indenture and the subordinated indenture are together called the indentures.

The following is a summary of the most important provisions of the indentures. The following summary does not purport to be complete, and is subject to, and qualified in its entirety by reference to, all of the provisions of each indenture. Copies of the entire indentures are exhibits to the registration statement of which this prospectus is a part. Unless either the senior indenture or the subordinated indenture is specified, section references below are to the section in each indenture. The indentures are incorporated by reference. We encourage you to read our indentures because the applicable indenture and not this description sets forth your rights as a holder of our debt securities. In this section, unless otherwise indicated or the context otherwise requires, references to Harris, we, us or our refer solely to Harris Corporation and not its subsidiaries.

General Terms

Neither indenture limits the amount of debt securities that we may issue. Each indenture provides that debt securities may be issued up to the principal amount authorized by us from time to time. The senior debt securities will be unsecured and will have the same rank as all of our other unsecured and unsubordinated debt. The subordinated debt securities will be unsecured and will be subordinated to all senior indebtedness as set forth below. None of our subsidiaries will have any obligations with respect to the debt securities. Therefore, our rights and the rights of our creditors, including holders of senior debt securities and subordinated debt securities, to participate in the assets of any subsidiary will be subject to the prior claims of the creditors of our subsidiaries.

The debt securities may be issued in one or more separate series of senior debt securities and/or subordinated debt securities. The prospectus supplement relating to the particular series of debt securities being offered will specify the particular amounts, prices and terms of those debt securities. These terms may include:

| | whether the debt securities are senior debt
securities or subordinated debt securities; |
| --- | --- |
| | the title of the series of debt securities; |
| | any limit upon the aggregate principal amount of
the debt securities of the series; |
| | the maturity date or dates or the method by which
any such date shall be determined; |
| | the interest rate or rates, or the method of
determining those rates; |
| | the places where payments may be made; |
| | any mandatory or optional redemption provisions; |
| | any sinking fund or analogous provisions; |
| | the portion of principal amount of the debt
security payable upon acceleration of maturity if other than the
full principal amount; |
| | any deletions of, or changes or additions to, the
events of default or covenants as they apply to the series; |
| | whether the provisions of the indenture described
under Satisfaction and Discharge;
Defeasance will be applicable to the series of debt
securities; |

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| | if other than U.S. dollars, the currency,
currencies or composite currencies in which payments on the debt
securities will be payable and whether the holder may elect
payment to be made in a different currency; |
| --- | --- |
| | whether and on what terms we will pay additional
amounts to holders of the debt securities that are not U.S.
persons for any tax, assessment or governmental charge withheld
or deducted and, if so, whether and on what terms we will have
the option to redeem the debt securities rather than pay the
additional amounts; |
| | any conversion or exchange provisions; and |
| | any other specific terms of the debt securities
not inconsistent with the applicable indenture. |

(Section 2.03)

We may issue debt securities of any series at various times and we may reopen any series for further issuances from time to time without notice to existing holders of securities of that series.

Unless we otherwise specify in the prospectus supplement, the debt securities will be registered debt securities denominated in U.S. dollars issued in denominations of $1,000 or an integral multiple of $1,000.

Some of the debt securities may be issued as original issue discount debt securities. Original issue discount securities bear no interest or bear interest at below-market rates. These are sold at a discount below their stated principal amount. If we issue these securities, the prospectus supplement will describe any special tax, accounting or other information which we think is important. We encourage you to consult with your own competent tax and financial advisors on these important matters.

Unless we specify otherwise in the applicable prospectus supplement, the covenants contained in the indentures will not provide special protection to holders of debt securities if we enter into a highly leveraged transaction, recapitalization or restructuring.

Exchange, Registration and Transfer

Debt securities may be transferred or exchanged at the corporate trust office of the security registrar or at any other office or agency which is maintained for these purposes. No service charge will be payable upon the transfer or exchange, except for any applicable tax or governmental charge.

The designated security registrar in the United States for the senior debt securities and the subordinated debt securities is The Bank of New York, located at 101 Barclay Street, Floor 8W, New York, New York 10286.

In the event of any redemption in part of any series of debt securities, we will not be required to:

| | register the transfer of, or exchange, any debt
securities of that series for a period of 15 days before
the day of mailing of the relevant notice of redemption; or |
| --- | --- |
| | register the transfer of, or exchange, any
security selected for redemption, in whole or in part, except
the unredeemed portion of any security being redeemed in part. |

(Section 2.08)

Payment and Paying Agent

We will make payments on the debt securities at the respective times and places and in the manner mentioned in the debt securities and in the applicable indenture. We will pay interest upon global securities by wire transfer of immediately available funds to the depositary for those global securities. We will pay the interest on debt securities in definitive registered form, other than interest payable at maturity (or on the date of redemption if the debt security is redeemed by us before maturity), by check mailed to the address of the person entitled to payment as shown on the security register. We will pay principal and interest at maturity or upon redemption in immediately available funds against presentation and surrender of the debt security. With respect to a holder of $10,000,000 or more in aggregate principal amount of debt securities in definitive registered form, however, that holder may receive payments of interest by wire transfer of immediately available funds upon written request to the applicable trustee or the paying agent

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as provided in the form of debt security. The applicable trustee will cancel all debt securities when and as paid. (Section 5.01)

If we issue debt securities in definitive registered form, we will at all times until the payment of the principal of those debt securities maintain an office or agency in the Borough of Manhattan, the City and State of New York, where a holder may present debt securities for transfer and exchange as provided in the applicable indenture, where a holder may present those debt securities for payment, and where a holder may serve notices or demands in respect of those debt securities or of the applicable indenture. If we at any time do not maintain such an office or agency, or fail to give notice to the applicable trustee of any change in the location of such office or agency, holders may make presentation and demand and may serve notice in respect of the debt securities or of the applicable indenture at the corporate trust office of the applicable trustee. In addition to such office or agency, we may from time to time designate one or more other offices or agencies where a holder may present the debt securities for any or all of the purposes specified above, and we may constitute and appoint one or more paying agents for the payment of those debt securities in one or more other cities, and may from time to time rescind those designations and appointments. No such designation, appointment or rescission, however, will in any manner relieve us of our obligation to maintain such office and agency in the Borough of Manhattan, when and for the purposes mentioned above. Subject to the provisions of the applicable indenture, the applicable trustee will not be liable or responsible for the application of any funds transmitted to or held by any paying agent (other than itself) for the purpose of paying debt securities. If funds transmitted to or held by any paying agent for such purpose are not applied to such purpose, we will furnish the applicable trustee or a paying agent with funds to be applied to the payment of debt securities equal to the funds not so applied by such other paying agent. (Section 5.02)

Subject to the requirements of applicable abandoned property laws, the trustee and paying agent shall pay to us any money held by them for payments on the debt securities that remain unclaimed for two years after the amount became due and payable. After payment to us, holders entitled to the money must look to us for payment as general creditors. In that case, all liability of the trustee or paying agent with respect to that money will cease. (Section 5.08)

Our paying agent in the United States for the senior debt securities and the subordinated debt securities is The Bank of New York, located at 101 Barclay Street, Floor 8W, New York, New York 10286.

Global Securities

The debt securities of a series may be issued in whole or in part in the form of one or more global securities. Those securities will be deposited with a depositary that we will identify in the applicable prospectus supplement. Global debt securities may be issued in either temporary or definitive form. We will describe the specific terms of the depositary arrangement relating to a series of debt securities in the applicable prospectus supplement. (Section 2.03)

Debt securities of a series represented by a definitive global registered security and deposited with or on behalf of a depositary, which shall be The Depository Trust Company or as otherwise identified in a prospectus supplement, will be registered in the name of the depositary or its nominee. These securities are referred to as book-entry securities.

Ownership of book-entry securities is limited to members of or participants in the depositary (participants) or persons that may hold interests through participants. In addition, ownership of these securities will be evidenced only by, and the transfer of that ownership will be effected only through, records maintained by the depositary or its nominee or by participants or persons that hold through other participants.

So long as the depositary, or its nominee, is the registered owner of a global security, that depositary or nominee will be considered the sole owner or holder of the book-entry securities represented by the global security for all purposes under the applicable indenture, and participants will have no rights under the indentures with respect to such securities.

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Except as described below, owners of book-entry securities:

| | will not be entitled to have the debt securities
registered in their names; |
| --- | --- |
| | will not be entitled to receive physical delivery
of the debt securities in definitive form; and |
| | will not be considered the owners or holders of
those debt securities under the indenture. |

We will issue debt securities in definitive form in exchange for book-entry securities only in the following situations:

| | if the depositary is at any time unwilling or
unable to continue as depositary and a successor depositary is
not appointed by us within 90 days; |
| --- | --- |
| | if we choose to issue definitive debt securities
in exchange for book-entry securities; or |
| | an event of default with respect to the
securities has occurred and is continuing. |

In any of these instances, an owner of a beneficial interest in a global security will be entitled to have debt securities equal in principal amount to such beneficial interest registered in its name and will be entitled to physical delivery of debt securities in definitive form. (Section 2.13)

The laws of some jurisdictions require that specified purchasers of securities take physical delivery of the securities in definitive form. These laws may impair the ability of those persons to purchase or transfer book-entry securities.

We expect that the depositary for book-entry securities of a series will immediately credit participants accounts with payments received by the depositary or nominee in amounts proportionate to the participants beneficial interests as shown on the records of such depositary. We also expect that payments by participants to owners of beneficial interests in a global security held through the participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in street name. The payments by participants to the owners of beneficial interests will be the responsibility of those participants.

Practical Implications of Holding Debt Securities in Street Name

Investors who hold debt securities in accounts at banks or brokers will not generally be recognized by us as the legal holders of debt securities. Since we recognize as the holder the bank or broker, or the financial institution the bank or broker uses to hold its debt securities, it is the responsibility of these intermediary banks, brokers and other financial institutions to pass along principal, interest and other payments on the debt securities, either because they agree to do so in their agreements with their customers, or because they are legally required to do so. If you hold debt securities in street name, you should check with your own institution to find out:

	how it handles securities payments and notices;
	whether it imposes additional fees or charges;
	how it would handle voting and related issues if
such issues were to arise;
	how it would pursue or enforce rights under the
debt securities if there were a default or other event
triggering the need for direct holders to act to protect their
interests; and
	whether and how it would react on other matters
which are important to persons who hold debt securities in
street name.

Limitation on Consolidation, Merger and Certain Sales or Transfers of Assets

The indentures provide that we may not, in a single transaction or a series of related transactions, consolidate or merge with or into any other person, or sell or transfer all or substantially all our properties and assets to any other person, unless:

the person formed by or resulting from any such consolidation or merger, or which has received the transfer of all or substantially all of our property and assets, will assume the due and punctual

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| | performance and observance of all of the
covenants and conditions to be performed or observed by us under
the applicable indenture; and |
| --- | --- |
| | we, such person or such successor person, as the
case may be, immediately after such consolidation, merger, sale
or transfer, will not be in default in the performance of any
covenant or condition under the applicable indenture. |

In addition, the senior indenture provides that we may not engage in such a consolidation, merger, sale or transfer if, upon such transaction becoming effective, any of our property or assets would become or be subject to any mortgage or other lien (an additional lien), other than liens existing thereon prior thereto and certain liens permitted under the covenant described under Certain Covenants Limitation on Liens, unless (1) prior to such consolidation, merger, sale or transfer all of the outstanding debt securities under the senior indenture shall be directly secured (equally and ratably with any of our other indebtedness then entitled thereto) by a mortgage or other lien ranking prior to such additional lien, in form satisfactory to the trustee under the senior indenture, on all of our property and assets, and accretions thereto, which would, upon such consolidation, merger, sale or transfer, become subject to such additional lien, such mortgage or other lien securing the debt securities under the senior indenture to be effective for so long as such property and assets shall remain subject to such additional lien, or (2) we make effective provision whereby all debt securities under the senior indenture outstanding immediately after such consolidation, merger, sale or transfer will be secured directly by a mortgage or other lien in a form satisfactory to the trustee under the senior indenture equally and ratably with (or prior to) any and all obligations, indebtedness and claims secured by such additional lien, upon our property and assets (or the property and assets of the person resulting from or surviving such consolidation or merger, if not us, or the person to which such sale or transfer shall have been made, as the case may be) as are subject to such additional lien, such mortgage or other lien securing the debt securities to be effective for so long as such property and assets shall remain subject to such additional lien. (Section 12.01)

In the event of any such sale or transfer (other than a transfer by way of lease), we, or any successor person that has become a successor person in the manner described in the applicable indenture and assumes our obligations under the indenture and subsequently consummates a permitted sale or transfer (other than a transfer by way of lease), will be discharged from all obligations and covenants under the indenture and the debt securities. (Section 12.02)

Events of Default, Notice and Waiver

Each indenture defines an event of default with respect to any series of debt securities as one or more of the following events:

| | we fail to pay interest on any debt securities of
the series for a period of 30 days after payment is due; |
| --- | --- |
| | we fail to pay the principal of, or any premium
on, any debt securities of that series when due; |
| | we fail to comply with any other agreements
contained in the debt securities of that series or the
applicable indenture for 90 days after being given notice
from the trustee or after notice has been given to us and the
trustee from the holders of 25% of the outstanding debt
securities of such series; |
| | certain events involving our bankruptcy,
insolvency or reorganization; and |
| | we default under any mortgage, indenture or
instrument related to any of our indebtedness (other than debt
securities of the series) which default either (i) is
caused by a failure to pay when due any principal of such
indebtedness the principal amount of which, together with the
principal amount of any other such indebtedness under which
there is a payment default, aggregates $50 million or more
within the grace period provided for in such indebtedness, which
failure continues beyond any applicable grace period, or
(ii) results in such indebtedness aggregating $50 million
or more becoming or being declared due and payable prior to the
date on which it would otherwise become due and payable, and
such payment default is not cured or such acceleration is not
rescinded or annulled within 10 days after written notice
to us by the applicable trustee or to us and |

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the applicable trustee by holders of at least 25 percent in aggregate principal amount of such series of debt securities then outstanding.

(Section 7.01)

A prospectus supplement may describe whether we have entered into a supplemental indenture that will omit, modify or add to the foregoing events of default.

An event of default for one series of debt securities is not necessarily an event of default for any other series of debt securities. (Section 7.01)

Each indenture requires the trustee under that indenture to give the holders of a series of debt securities notice of a default for that series within 90 days unless the default is cured or waived under that indenture. However, the trustee may withhold this notice if it determines in good faith that it is in the interest of those holders. The trustee may not, however, withhold this notice in the case of a payment default. (Section 7.07)

Each indenture provides that if an event of default for any series of debt securities other than an event of default relating to bankruptcy, insolvency, or reorganization occurs and is continuing, either the trustee under that indenture or the holders of at least 25 percent in aggregate principal amount of the debt securities of that series then outstanding under that indenture may declare the principal amount plus accrued and unpaid interest, if any, of the debt securities of such series to be due and payable immediately; provided , however , that after such acceleration but before a judgment or decree based on the event of default is obtained, the holders of a majority in aggregate principal amount of the debt securities of that series then outstanding, under certain circumstances, may rescind such acceleration if all events of default, other than the nonpayment of accelerated principal or interest, have been cured or waived as provided in the applicable indenture. If an event of default relating to events of bankruptcy, insolvency or reorganization occurs, the principal amount plus accrued and unpaid interest, if any, on all the debt securities issued under the applicable indenture will become immediately due and payable without any action on the part of the trustee or any holder of those debt securities. The same provisions regarding rescission of an acceleration apply to events of default relating to events of bankruptcy, insolvency and reorganization. (Section 7.01)

A holder of debt securities of any series may pursue a remedy under the applicable indenture only if:

| | the holder gives the applicable trustee written
notice of a continuing event of default; |
| --- | --- |
| | the holders of at least 25 percent in
aggregate principal amount of that series then outstanding make
a written request to the trustee to pursue the remedy; |
| | such holder offers to the trustee indemnity
reasonably satisfactory to the trustee; |
| | the trustee does not comply with the request
within 60 days after receipt of the notice, request and
offer of indemnity; and |
| | during that 60-day period, the holders of a
majority in principal amount of that series then outstanding do
not give the trustee a direction inconsistent with the request. |

This provision, however, does not affect the right of a holder of debt securities to sue for enforcement of payment of the principal of or interest on the holders debt securities on or after the respective due dates expressed in its debt security (Section 7.04).

The trustee will be entitled under each indenture, subject to the duty of the trustee during a default to act with the required standard of care, to be indemnified before proceeding to perform any duty or exercise any right or power under the indenture at the direction of the holders of the debt securities or that requires the trustee to expend or risk its own funds or otherwise incur any financial liability. Each indenture also provides that a majority in aggregate principal amount of the debt securities of any series then outstanding may direct the time, method, and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to that series. The trustee, however, may refuse to follow any such direction that conflicts with law or the applicable indenture, or

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that the trustee determines in good faith is unduly prejudicial to the rights of other holders or would involve the trustee in personal liability (Sections 7.04 and 7.06).

Each indenture includes a covenant that we will file annually with the trustee a certificate of no default, or specifying any default that exists. (Section 5.13)

Street name and other indirect holders should consult their banks and brokers for information on their requirements for giving notice or taking other actions upon a default.

Modification of the Indentures

Together with the trustee, we may modify the indentures without the consent of the holders for one or more of the following purposes:

| | to transfer or pledge to the applicable trustee
any property or assets as security for the debt securities of
one or more series or add any guarantee in respect of the debt
securities of one or more series; |
| --- | --- |
| | to evidence the succession of another corporation
to our company, or successive successions, and the assumptions
by the successor corporation of our obligations under the
applicable indenture with respect to any consolidation, merger
or sale transaction related to that succession that is permitted
under the applicable indenture; |
| | to add to our covenants contained in the
applicable indenture for the benefit of the holders of the debt
securities, or to surrender any right or power reserved to or
conferred upon us in the applicable indenture; |
| | to cure any ambiguity or to correct or supplement
any defective or inconsistent provision contained in the
applicable indenture or in any supplemental indenture, but only
if that action does not adversely affect the interests of the
holders of the debt securities; |
| | to establish the form or terms of debt securities
of any series as permitted by the applicable indenture; |
| | to evidence the appointment of, and provide for
the acceptance of appointment under the applicable indenture, of
a successor trustee with respect to the debt securities of one
or more series, and to add to or change any of the provisions of
the applicable indenture to provide for or facilitate the
administration of the trusts under the applicable indenture by
more than one trustee; |
| | to make any change necessary to comply with any
requirement of the SEC in connection with the qualification of
the indentures or any supplemental indenture under the Trust
Indenture Act of 1939, as amended; provided that such
modification or amendment does not materially and adversely
affect the interests of the holders of the debt securities; |
| | to provide for uncertificated securities in
addition to or in place of certificated securities; provided
that the uncertificated securities are issued in registered form
for certain Federal tax purposes; |
| | to make such provisions with respect to matters
or questions arising under the applicable indenture as may be
necessary or desirable and not inconsistent with that indenture,
but only if those other provisions do not adversely affect the
interest of the holders of the debt securities; and |
| | with respect to the subordinated indenture only,
to make any change that would limit or terminate the rights of
any holder of senior indebtedness under the subordination
provisions (subject to any required approval of the holders of
such senior indebtedness). |

(Section 11.01)

Together with the trustee, we may also make modifications and amendments to each indenture with respect to a series of debt securities with the consent of the holders of a majority in principal amount of the outstanding debt securities of that series (including consents obtained in connection with a tender offer

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or exchange offer for the debt securities of that series). However, without the consent of each affected holder, no modification may:

	extend the fixed maturity of any debt security;
	reduce the principal, premium (if any) or rate of
interest on any debt security or the principal amount due upon
acceleration of maturity upon an event of default;
	extend the time of payment of interest on any
debt security;
	make any debt security payable in money other
than that stated in that debt security;
	change the time at which any debt security may or
must be redeemed;
	reduce the amount of the principal of an original
issue discount debt security that would be due and payable upon
an acceleration of the maturity thereof under Section 7.01
of the applicable indenture or the amount thereof provable in
bankruptcy under Section 7.02 of the applicable indenture;
	impair or affect the right to enforce any payment
after the stated maturity or redemption date of the applicable
debt security;
	waive a default or event of default regarding any
payment on the applicable debt securities or, if the applicable
debt securities provide therefor, waive any right of repayment
at the option of the holder of those debt securities;
	reduce the percentage of holders of outstanding
debt securities of any series required to consent to any
modification, amendment or waiver under the indenture; or
	with respect to the subordinated indenture only,
make any change to the subordination provisions that adversely
affects the rights of any holder.

(Section 11.02)

In addition, the subordination provisions of the subordinated indenture cannot be modified to the detriment of any of our senior indebtedness without the consent of the holders of such senior indebtedness. (Sections 11.01 and 11.02 of the Subordinated Indenture)

Satisfaction and Discharge; Defeasance

The indentures will cease to be of further effect with respect to debt securities of any series, except as may otherwise be provided in the applicable indenture or an appropriate prospectus supplement, if we have delivered to the trustee for cancellation all authenticated debt securities of that series (other than destroyed, lost or stolen debt securities and debt securities for whose payment trust funds have been segregated and held in trust as provided in the applicable indenture) and paid or caused to be paid all other sums payable under the applicable indenture with respect to those debt securities. (Section 4.02)

In addition, at any time, we may terminate:

| | our obligations described under
Additional Terms Applicable to Senior Debt
Securities Covenants in the Senior Debt
Securities with respect to any series of senior debt
securities; |
| --- | --- |
| | the requirements described under
Limitation on Consolidation, Merger and Certain
Sales or Transfers of Assets with respect to additional
liens relating to outstanding senior debt securities of a
series; and |
| | any other restrictive covenants applicable to
outstanding debt securities of a series to the extent provided
in a prospectus supplement, |

if we irrevocably deposit with the trustee as trust funds, cash or U.S. Government securities, which, through the payment of principal and interest in accordance with their terms, will provide money, in an amount sufficient to pay the principal of and the interest on the debt securities of that series and all other sums payable by us under the applicable indenture in connection with those debt securities. This type of a trust may be established only if, among other things, we have delivered to the trustee an opinion of counsel stating that holders of the debt securities of such series (i) will not recognize income, gain or loss for Federal income tax purposes as a result of the deposit and discharge, and (ii) will be subject to

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Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and discharge had not occurred. If we exercise our covenant defeasance option, payment of any series of debt securities may not be accelerated because of an event of default specified in the third bullet point under Events of Default with respect to the covenants described under Additional Terms Applicable to Senior Debt Securities Covenants in the Senior Indenture or any other covenant identified in the applicable prospectus supplement or our failure to comply with the requirements described under Limitation on Consolidation, Merger and Certain Sales or Transfers of Assets with respect to additional liens. (Article Four)

Meetings

The indentures contain provisions for convening meetings of the holders of debt securities of a series. (Article Ten)

A meeting may be called at any time by the trustee, upon request by us or upon request by the holders of at least 20% in principal amount of the outstanding debt securities of the series. In each case, notice will be given to the holders of debt securities of the series, but a meeting without notice will be valid if the holders of all debt securities of the series are present in person or by proxy and if we and the trustee are present or waive notice. (Sections 10.02 and 10.03)

Replacement of Securities

We will replace debt securities that have been mutilated, but you will have to pay for the replacement, and you will first have to surrender the mutilated debt security to the security registrar. Debt securities that become destroyed, stolen or lost will only be replaced by us, again at your expense, upon your providing evidence of destruction, loss or theft which we and the security registrar are willing to accept. In the case of a destroyed, lost or stolen debt security, we may also require you, as the holder of the debt security, to indemnify the security registrar and us before we issue any replacement debt security. (Section 2.09)

Governing Law

The indentures and the debt securities will be governed by, and construed under, the laws of the State of New York without regard to conflicts of laws principles thereof.

Regarding the Trustee

We may from time to time maintain lines of credit, and have other customary banking relationships, with the trustee under the senior indenture or the trustee under the subordinated indenture. The Bank of New York is a lender under our existing credit facilities.

The indenture and provisions of the Trust Indenture Act of 1939, which we refer to in this prospectus as the Trust Indenture Act, that are incorporated by reference therein, contain limitations on the rights of the trustee, should it become one of our creditors, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claim as security or otherwise. The trustee is permitted to engage in other transactions with us or any of our affiliates; provided , however , that if it acquires any conflicting interest (as defined under the Trust Indenture Act), it must eliminate such conflict or resign.

Additional Terms Applicable to Senior Debt Securities

The senior debt securities will be unsecured and will rank equally with all of our other unsecured and non-subordinated debt.

Covenants in the Senior Indenture

Limitation on Liens. Except as set forth below, so long as any debt securities are outstanding, we will not at any time, directly or indirectly, create, incur, assume or suffer to exist, and we will not suffer or permit any Restricted Subsidiary (as defined below) to create, incur, assume or suffer to exist, except in favor of us or another Restricted Subsidiary, any mortgage, pledge or other lien or encumbrance of or upon

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any Principal Property (as defined below) or any shares of capital stock or indebtedness of any Restricted Subsidiary, whether owned at the date of the senior indenture or thereafter acquired, or of or upon any income or profits therefrom, if after giving effect thereto (but not to any mortgages, pledges, liens or encumbrances described in clauses (1) through (10) below) the aggregate principal amount of indebtedness secured by mortgages, pledges, liens or other encumbrances upon our property and the property of our Restricted Subsidiaries shall be in excess of five percent of Consolidated Net Worth (as defined below), without making effective provision (and we agree that in any such case we will make or cause to be made effective provision) whereby all debt securities then outstanding will be secured by such mortgage, pledge, lien or encumbrance equally and ratably with (or prior to) any and all obligations, indebtedness or claims secured by such mortgage, pledge, lien or encumbrance, so long as any such other obligations, indebtedness or claims shall be so secured.

Nothing in the immediately preceding paragraph shall be construed to prevent us or any Restricted Subsidiary, without so securing the debt securities, from creating, assuming or suffering to exist the following mortgages, pledges, liens or encumbrances:

| (1) the following mortgages and liens in
connection with the acquisition of property after the date of
the senior indenture: (A) (i) any purchase money mortgage
or other purchase money lien on any Principal Property acquired
after the date of the senior indenture, including conditional
sales and other title retention agreements; (ii) any
mortgage or other lien on property acquired, constructed or
improved after the date of the senior indenture created as
security for moneys borrowed (at the time of or within
120 days after the purchase, construction or improvement of
such property) to provide funds for the purchase, construction
or improvement of such property; or (iii) any mortgage or
other lien on any property acquired after the date of the senior
indenture that exists at the time of the acquisition thereof and
that was not created in connection with or in contemplation of
such acquisition; provided in each case that (x) such
mortgage or other lien is limited to such acquired property (and
accretions thereto) or, in the case of construction or
improvements, any theretofore unimproved real property, and
(y) the aggregate amount of the obligations, indebtedness
or claims secured by such mortgage or other lien does not exceed
the cost to us or such Restricted Subsidiary of such acquired
property or the value thereof at the time of acquisition, as
determined by our Board of Directors, whichever is lower;
(B) any mortgage or other lien created in connection with
the refunding, renewal or extension of any obligations,
indebtedness or claims secured by a mortgage or lien described
in clause (A) that is limited to the same property; provided
that the aggregate amount of the obligations, indebtedness or
claims secured by such refunding, renewal or extended mortgage
or other lien does not exceed the aggregate amount thereof
secured by the mortgage or other lien so refunded, renewed or
extended and outstanding at the time of such refunding, renewal
or extension; or (C) any mortgage or other lien to which
property acquired after the date of the senior indenture shall
be subject at the time of acquisition, if the payment of the
indebtedness secured thereby or interest thereon will not
become, by assumption or otherwise, a personal obligation of us
or a Restricted Subsidiary; |
| --- |
| (2) mechanics, materialmens,
carriers or other similar liens, and pledges or deposits
made in the ordinary course of business to obtain the release of
any such liens or the release of property in the possession of a
common carrier; good faith deposits in connection with tenders,
leases of real estate or bids or contracts (other than contracts
for the borrowing of money); pledges or deposits to secure
public or statutory obligations; deposits to secure (or in lieu
of) surety, stay, appeal or customs bonds; and deposits to
secure the payment of taxes, assessments, customs duties or
other similar charges; |
| (3) any lien arising by reason of deposits
with, or the giving of any form of security to, any governmental
agency or any body created or approved by law or governmental
regulation, which is required by law or governmental regulation
as a condition to the transaction of any business, or the
exercise of any privilege or license, or to enable us or a
Restricted Subsidiary to maintain self-insurance or to
participate in any arrangements established by law to cover any
insurance risks or in connection with workers
compensation, unemployment insurance, old age pensions, social
security or similar matters; |

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| (4) the liens of taxes or assessments not at
the time due, or the liens of taxes or assessments already due
but the validity of which is being contested in good faith and
against which adequate reserves have been established; |
| --- |
| (5) judgment liens, so long as the finality
of such judgment is being contested in good faith and execution
thereon is stayed; |
| (6) easements or similar encumbrances, the
existence of which does not impair the use of the property
subject thereto for the purposes for which it is held or was
acquired; |
| (7) leases and landlords liens on
fixtures and movable property located on premises leased in the
ordinary course of business, so long as the rent secured thereby
is not in default; |
| (8) liens, pledges or deposits made in
connection with contracts with or made at the request of any
government or any department or agency thereof or made with any
prime contractor or subcontractor of any tier in connection with
the furnishing of services or property to any government or any
department or agency thereof (Government Contracts)
insofar as such liens, pledges or deposits relate to property
manufactured, installed, constructed, acquired or to be supplied
by, or property furnished to, us or a Restricted Subsidiary
pursuant to, or to enable the performance of, such Government
Contracts, or property the manufacture, installation,
construction or acquisition of which any government or any
department or agency thereof finances or guarantees the
financing of, pursuant to, or to enable the performance of, such
Government Contracts; or deposits or liens, made pursuant to
such Government Contracts, of or upon moneys advanced or paid
pursuant to, or in accordance with the provisions of, such
Government Contracts, or of or upon any materials or supplies
acquired for the purpose of the performance of such Government
Contracts; or the assignment or pledge to any person, firm or
corporation, to the extent permitted by law, of the right, title
and interest of us or a Restricted Subsidiary in and to any
Government Contract, or in and to any payments due or to become
due thereunder, to secure indebtedness incurred and owing to
such person, firm or corporation for funds or other property
supplied, constructed or installed for or in connection with the
performance by us or such Restricted Subsidiary of our or its
obligations under such Government Contract; |
| (9) any mortgage or other lien securing
indebtedness of a corporation that is our successor to the
extent permitted by the covenant described under
Limitation on Consolidation, Merger, and
Certain Sales or Transfers of Assets, or securing
indebtedness of a Restricted Subsidiary outstanding at the time
it became a subsidiary (provided that such mortgage or other
lien was not created in connection with or in contemplation of
the acquisition of such Restricted Subsidiary), and any mortgage
or other lien created in connection with the refunding, renewal
or extension of such indebtedness that is limited to the same
property, provided that the amount of the indebtedness secured
by such refunding, renewal or extended mortgage or other lien
does not exceed the amount of indebtedness secured by the
mortgage or other lien to be refunded, renewed or extended and
outstanding at the time of such refunding, renewal or extension;
and |
| (10) any mortgage or other lien in favor of
the U.S. or any state thereof, or political subdivision of the
U.S. or any state thereof, or any department, agency or
instrumentality of the U.S. or any state thereof or any such
political subdivision, to secure indebtedness incurred for the
purpose of financing the acquisition, construction or
improvement of all or any part of the property subject to such
mortgage or other lien, and any mortgage or other lien created
in connection with the refunding, renewal or extension of such
indebtedness that is limited to the same property, provided that
the amount of the indebtedness secured by such refunding,
renewal or extended mortgage or other lien does not exceed the
amount of indebtedness secured by the mortgage or other lien to
be refunded, renewed or extended and outstanding at the time of
such refunding, renewal or extension. |

(Section 5.11)

Limitation on Sale and Leaseback Transactions. So long as debt securities of any series are outstanding, we will not, and we will not permit any Restricted Subsidiary to, sell or transfer (other than to us or a wholly-owned Restricted Subsidiary) any Principal Property, whether owned at the date of the

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senior indenture or thereafter acquired, which has been in full operation for more than 120 days prior to such sale or transfer, with the intention of entering into a lease of such Principal Property (except for a lease for a term, including any renewal thereof, of not more than three years), if after giving effect thereto the Attributable Debt (as defined below) in respect of all such sale and leaseback transactions involving Principal Properties shall be in excess of five percent of Consolidated Net Worth.

Notwithstanding the foregoing, we or any Restricted Subsidiary may sell any Principal Property and lease it back if the net proceeds of such sale are at least equal to the fair value of such property as determined by our Board of Directors and, within 120 days of such sale,

| | we redeem (if permitted by the terms of the
outstanding senior debt securities), at the principal amount
thereof together with accrued interest to the date fixed for
redemption, such outstanding senior debt securities in an
aggregate principal amount equal to such net proceeds; |
| --- | --- |
| | we repay or a Restricted Subsidiary repays other
Funded Debt (as defined below) in an aggregate principal amount
equal to such net proceeds; |
| | we deliver to the trustee, for cancellation,
outstanding senior debt securities uncancelled and in
transferable form, in an aggregate principal amount equal to
such net proceeds; or |
| | we apply such net proceeds to the purchase of
properties, facilities or equipment to be used for general
operating purposes. |

(Section 5.10)

We think it is also important for you to note that the holders of a majority in principal amount of each series of outstanding senior debt securities may waive compliance with each of the above covenants with respect to that series.

Certain Defined Terms

The following terms are defined in the senior indenture:

| Attributable Debt means, when used
with respect to any sale and leaseback transaction, at the time
of determination, the present value (discounted at the rate of
interest implicit in the term of the lease) of the lessees
obligation for net rental payments during the
remaining term of the lease (including any period the lease has
been, or may, at the option of the lessor, be extended). The
term net rental payments under any lease for any
period means the sum of the rental and other payments required
to be paid during such period by the lessee under such lease,
not including, however, any amounts required to be paid by such
lessee (whether or not designated as rental or additional
rental) on account of maintenance and repairs, insurance, taxes,
assessments, water rates or similar charges or any amounts
required to be paid by such lessee contingent upon the amount of
sales, maintenance and repairs, insurance, taxes, assessments,
water rates or similar charges. |
| --- |
| Consolidated Net Worth means our
stockholders equity and that of our consolidated
subsidiaries, as shown on our audited consolidated balance sheet
in our latest annual report to our stockholders. |
| Funded Debt means all indebtedness
issued, incurred, assumed or guaranteed by us or one of our
Restricted Subsidiaries, or for the payment of which we or one
of our Restricted Subsidiaries is otherwise primarily or
secondarily liable, maturing by its terms more than one year
from its date of creation or renewable or refundable at the
option of the obligor to a date more than one year from its date
of creation. |
| Principal Property means any
manufacturing plant located within the U.S. (other than its
territories or possessions) and owned or leased by us or any
subsidiary, except any such plant that, in the opinion of our
Board of Directors, is not of material importance to the
business conducted by us and our subsidiaries, taken as a whole. |
| Restricted Subsidiary means any of
our subsidiaries that owns or leases a Principal Property. As
noted above, the definition of Principal Property does not
include foreign facilities. |

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Subsidiary means any corporation of which we, or we and one or more subsidiaries, directly or indirectly own at the time (1) more than 50 percent of the outstanding capital stock having under ordinary circumstances (not dependent upon the happening of a contingency) voting power in the election of members of the board of directors, managers or trustees of such corporation, and (2) securities having at such time voting power to elect at least a majority of the members of the board of directors, managers or trustees of such corporation.

Additional Terms Applicable to Subordinated Debt Securities

The subordinated debt securities will be unsecured. The subordinated debt securities will be subordinate to the prior payment in full in cash of all senior indebtedness. (Section 14.01 of Subordinated Indenture)

The term senior indebtedness is defined as:

| | any of our indebtedness, whether outstanding on
the issue date of the subordinated debt securities of a series
or incurred later, and |
| --- | --- |
| | accrued and unpaid interest (including interest
accruing on or after the filing of any petition in bankruptcy or
for reorganization relating to us to the extent post-filing
interest is allowed in such proceeding) in respect of
(a) our indebtedness for money borrowed and
(b) indebtedness evidenced by notes, debentures, bonds or
other similar instruments for the payment of which we are
responsible or liable; |

unless the instrument creating or evidencing these obligations provides that these obligations are not senior or prior in right of payment to the subordinated debt securities; provided, however, that senior indebtedness will not include:

	any of our obligations to our subsidiaries;
	any liability for Federal, state, local or other
taxes owed or owing by us;
	any accounts payable or other liability to trade
creditors arising in the ordinary course of business (including
guarantees of these obligations or instruments evidencing such
liabilities);
	any of our indebtedness (and any accrued and
unpaid interest in respect thereof) which is subordinate or
junior in any respect to any other of our indebtedness or other
obligations; or
	the subordinated debt securities.

There is no limitation on our ability to issue additional senior indebtedness. The senior debt securities constitute senior indebtedness under the subordinated indenture.

Under the subordinated indenture, no payment may be made on the subordinated debt securities and no purchase, redemption or retirement of any subordinated debt securities may be made in the event:

| | any senior indebtedness is not paid in full in
cash when due; or |
| --- | --- |
| | the maturity of any senior indebtedness is
accelerated as a result of a default, unless the default has
been cured or waived and the acceleration has been rescinded or
that senior indebtedness has been paid in full in cash. |

We may, however, pay the subordinated debt securities without regard to the above restriction if the representatives of the holders of the applicable senior indebtedness approve the payment in writing to us and the trustee. (Section 14.03 of Subordinated Indenture)

The representatives of the holders of senior indebtedness may notify us and the trustee in writing (a payment blockage notice) of a default which can result in the acceleration of that senior indebtedness maturity without further notice (except such notice as may be required to effect such acceleration) or the expiration of any grace periods. In this event, we may not pay the subordinated debt securities for 179 days after receipt of that notice (a payment blockage period). The payment blockage period will end earlier if such payment blockage period is terminated: (1) by written notice to the trustee and us from the person or persons who gave such payment blockage notice; (2) because the default giving rise to such payment blockage notice is cured, waived or otherwise no longer continuing; or (3) because such senior

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debt has been discharged or repaid in full in cash. Notwithstanding the foregoing, if the holders of senior indebtedness or their representatives have not accelerated the maturity of the senior indebtedness at the end of the 179-day period, we may resume payments on the subordinated debt securities. Not more than one payment blockage notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to senior indebtedness during that period. No default existing on the beginning date of any payment blockage period initiated by a person or persons may be the basis of a subsequent payment blockage period with respect to the senior indebtedness held by that person unless that default has been cured or waived for a period of not fewer than 90 consecutive days. (Section 14.03 of Subordinated Indenture)

In the event we pay or distribute our assets to creditors upon a total or partial liquidation, dissolution or reorganization of or similar proceeding relating to us or our property:

| | the holders of senior indebtedness will be
entitled to receive payment in full in cash of the senior
indebtedness before the holders of subordinated debt securities
are entitled to receive any payment; and |
| --- | --- |
| | until the senior indebtedness is paid in full in
cash, any payment or distribution to which holders of
subordinated debt securities would be entitled but for the
subordination provisions of the subordinated indenture will be
made to holders of the senior indebtedness (except that holders
of subordinated debt securities may receive certain capital
stock and subordinated debt). (Section 4.02 of Subordinated
Indenture) |

If a distribution is made to holders of subordinated debt securities that, due to the subordination provisions, should not have been made to them, those holders of subordinated debt securities are required to hold it in trust for the holders of senior indebtedness, and pay it over to them as their interests may appear. (Section 14.05 of Subordinated Indenture)

After all senior indebtedness is paid in full and until the subordinated debt securities are paid in full, holders of subordinated debt securities will be subrogated to the rights of holders of senior indebtedness to receive distributions applicable to such senior indebtedness. (Section 14.06 of Subordinated Indenture)

As a result of the subordination provisions contained in the subordinated indenture, in the event of insolvency, our creditors who are holders of senior indebtedness may recover more, ratably, than the holders of subordinated debt securities. In addition, our creditors who are not holders of senior indebtedness may recover less, ratably, than holders of senior indebtedness and may recover more, ratably, than the holders of subordinated indebtedness. Furthermore, claims of our subsidiaries creditors generally will have priority with respect to the assets and earnings of the subsidiaries over the claims of our creditors, including holders of the subordinated debt securities, even though those obligations may not constitute senior indebtedness. The subordinated debt securities, therefore, will be effectively subordinated to creditors, including trade creditors, of our subsidiaries. It is important to keep this in mind if you decide to hold our subordinated debt securities.

The terms of the subordination provisions described above will not apply to payments from money or the proceeds of government securities held in trust by the trustee for any series of subordinated debt securities for the payment of principal and interest on such subordinated debt securities pursuant to the defeasance procedures described under Satisfaction and Discharge; Defeasance.

Conversion and Exchange Rights

The debt securities of any series may be convertible into or exchangeable for other securities of Harris or another issuer or property or cash on the terms and subject to the conditions set forth in the applicable prospectus supplement. link1 "DESCRIPTION OF CAPITAL STOCK"

DESCRIPTION OF CAPITAL STOCK

We have summarized some of the terms and provisions of our capital stock in this section. The summary is not complete and is qualified in its entirety by reference to each of the items identified below. You should read our Restated Certificate of Incorporation, our By-laws, the Rights Agreement (as defined

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below) described below and the certificate of designation relating to any particular series of preferred stock before you purchase any of our capital stock or securities convertible into shares of our capital stock because those documents and not this description set forth the terms of our capital stock.

Authorized Capital Stock

Under our Restated Certificate of Incorporation, the total number of shares of all classes of stock that we have authority to issue is 251,000,000, of which 1,000,000 are shares of preferred stock, without par value, and 250,000,000 are shares of common stock, par value $1.00 per share. As of August 22, 2003, there were 66,412,649 shares of common stock issued and outstanding. As of June 27, 2003, 7,613,616 shares of common stock have been reserved for issuance under our option plans and 3,314,917 shares have been reserved for issuance upon the conversion of our $150 million 3.5% Convertible Debentures due 2022. No shares of preferred stock have been issued, although shares of preferred stock have been reserved for issuance under the Rights Agreement. We describe the preferred stock under the heading Preferred Stock below.

Common Stock

Voting. The holders of shares of our common stock are entitled to one vote for each share on all matters voted on by our stockholders, and the holders of such shares possess all voting power, except as described below under the headings Certain Anti-Takeover Provisions of Our Restated Certificate of Incorporation, By-laws, Rights Agreement and Delaware General Corporation Law Provisions of Our Restated Certificate of Incorporation Related to Business Combinations and Anti-Greenmail Provisions of Our Restated Certificate of Incorporation, and except as otherwise required by law or provided in any resolution adopted by our Board of Directors with respect to any series of preferred stock. There are no cumulative voting rights, except as described below under the heading Certain Anti-Takeover Provisions of Our Restated Certificate of Incorporation, By-laws, Rights Agreement and Delaware General Corporation Law Provisions of Our Restated Certificate of Incorporation While There is a 40% Shareholder. Accordingly, the holders of a majority of the shares of our common stock voting for the election of directors can elect all of the directors, if they choose to do so, subject to any rights of the holders of preferred stock to elect directors.

Dividends and Distributions. Subject to any preferential or other rights of any outstanding series of preferred stock that may be designated by our Board of Directors, the holders of shares of our common stock will be entitled to such dividends as may be declared from time to time by our Board of Directors from funds available therefor, and upon liquidation will be entitled to receive on a pro rata basis all of our assets available for distribution to such holders.

Preferred Stock

Our Board of Directors is authorized without further stockholder approval (except as may be required by applicable law or New York Stock Exchange regulations) to provide for the issuance of shares of preferred stock, in one or more series, and to fix for each such series such voting powers, designations, preferences and relative, participating, optional and other special rights, and such qualifications, limitations or restrictions, as are stated in the resolution adopted by our Board of Directors providing for the issuance of such series and as are permitted by the Delaware General Corporation Law. See Certain Anti-Takeover Provisions of Our Restated Certificate of Incorporation, By-laws, Rights Agreement and Delaware General Corporation Law Preferred Stock. If our Board of Directors elects to exercise this authority, the rights and privileges of holders of shares of our common stock could be made subject to the rights and privileges of any such series of preferred stock. The Rights Agreement provides for the issuance of shares of participating preferred stock under the circumstances specified in the Rights Agreement, upon the exercise or exchange of the rights issued thereunder. See Certain Anti-Takeover Provisions of Our Restated Certificate of Incorporation, By-laws, Rights Agreement and Delaware General Corporation Law Stockholder Protection Rights Agreement.

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You should refer to the prospectus supplement relating to the series of preferred stock being offered for the specific terms of that series, including:

| | the title of the series and the number of shares
in the series; |
| --- | --- |
| | the price at which the preferred stock will be
offered; |
| | the dividend rate or rates or method of
calculating the rates, the dates on which the dividends will be
payable, whether or not dividends will be cumulative or
non-cumulative and, if cumulative, the dates from which
dividends on the preferred stock being offered
will cumulate; |
| | the voting rights, if any, of the holders of
shares of the preferred stock being offered; |
| | the provisions for a sinking fund, if any, and
the provisions for redemption, if applicable, of the preferred
stock being offered; |
| | the liquidation preference per share; |
| | the terms and conditions, if applicable, upon
which the preferred stock being offered will be convertible into
our common stock, including the conversion price, or the manner
of calculating the conversion price, and the conversion period; |
| | the terms and conditions, if applicable, upon
which the preferred stock being offered will be exchangeable for
debt securities, including the exchange price, or the manner of
calculating the exchange price, and the exchange period; |
| | any listing of the preferred stock being offered
on any securities exchange; |
| | whether interests in the shares of the series
will be represented by depositary shares; |
| | a discussion of any material Federal income tax
considerations applicable to the preferred stock being offered; |
| | the relative ranking and preferences of the
preferred stock being offered as to dividend rights and rights
upon liquidation, dissolution or winding up of our affairs; |
| | any limitations on the issuance of any class or
series of preferred stock ranking senior or equal to the series
of preferred stock being offered as to dividend rights and
rights upon liquidation, dissolution or winding up of our
affairs; and |
| | any additional rights, preferences,
qualifications, limitations and restrictions of the series. |

The preferred stock of each series will rank senior to the common stock in priority of payment of dividends, and in the distribution of assets in the event of any liquidation, dissolution or winding up of Harris, to the extent of the preferential amounts to which the preferred stock of the respective series will be entitled.

Upon issuance, the shares of preferred stock will be fully paid and non-assessable, which means that their holders will have paid their purchase price in full and we may not require them to pay additional funds. Holders of preferred stock will not have any preemptive rights.

The transfer agent and registrar for the preferred stock will be identified in the applicable prospectus supplement.

No Preemptive Rights

No holder of any of our stock of any class authorized has any preemptive right to subscribe for any of our securities of any kind or class.

Transfer Agent and Registrar

The Transfer Agent and Registrar for our common stock is Mellon Investor Services LLC.

Certain Anti-Takeover Provisions of Our Restated Certificate of Incorporation, By-laws, Rights Agreement and Delaware General Corporation Law

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General

Our Restated Certificate of Incorporation, our By-laws, the Rights Agreement and the Delaware General Corporation Law contain certain provisions that could delay or make more difficult an acquisition of control of us that is not approved by our Board of Directors, whether by means of a tender offer, open-market purchases, a proxy contest or otherwise. These provisions have been implemented to enable us to conduct our business in a manner that will foster our long-term growth without disruption caused by the threat of a takeover not deemed by our Board of Directors to be in the best interests of us and our stockholders. See also Stockholder Protection Rights Agreement. These provisions could have the effect of discouraging third parties from making proposals involving an acquisition or change of control of us, although such a proposal, if made, might be considered desirable by a majority of our stockholders. These provisions also may have the effect of making it more difficult for third parties to cause the replacement of our current management without the concurrence of our Board of Directors. Set forth below is a description of the provisions contained in our Restated Certificate of Incorporation, our By-laws, the Rights Agreement and the Delaware General Corporation Law that could impede or delay an acquisition of control of us that our Board of Directors has not approved. This description is intended as a summary only and is qualified in its entirety by reference to our Restated Certificate of Incorporation, our By-laws and the Rights Agreement, as well as the Delaware General Corporation Law.

Classified Board of Directors

Our Restated Certificate of Incorporation provides for our Board of Directors to be divided into three classes of directors serving staggered three-year terms. As a result, approximately one-third of our Board of Directors will be elected each year. This provision could prevent a party who acquires control of a majority of our outstanding voting stock from obtaining control of our Board of Directors until the second annual stockholders meeting following the date on which the acquiror obtains the controlling stock interest and it could have the effect of discouraging a potential acquiror from making a tender offer or otherwise attempting to obtain control of us, in both cases increasing the likelihood that incumbent directors will retain their positions.

Number of Directors; Removal; Filling of Vacancies

Our Restated Certificate of Incorporation and By-laws provide that the number of directors shall not be fewer than eight or more than 13, the exact number to be fixed by resolution of our Board of Directors from time to time. Directors may be removed by stockholders only for cause.

Our Restated Certificate of Incorporation and By-laws provide that vacancies on the Board of Directors may be filled only by a majority vote of the remaining directors or by the sole remaining director.

Stockholder Action

Our Restated Certificate of Incorporation provides that stockholder action may be taken only at an annual or special meeting of stockholders. Therefore, stockholders may not act by written consent. Our By-laws provide that special meetings of stockholders may be called only by our Board of Directors, Chairman of the Board or Chief Executive Officer.

Advance Notice for Stockholder Proposals or Nominations at Meetings

Our By-laws establish an advance notice procedure for stockholder proposals to be brought before any annual or special meeting of stockholders and for nominations by stockholders of candidates for election as directors at an annual meeting or a special meeting at which directors are to be elected. Subject to any other applicable requirements, including Rule 14a-8 under the Exchange Act, only such business may be conducted at an annual meeting of stockholders as has been:

| | specified in the notice of annual meeting given
by, or at the direction of, our Board of Directors; |
| --- | --- |
| | brought before the meeting by, or at the
direction of, our Board of Directors; or |

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brought by a stockholder who has given our Secretary timely written notice, in proper form, of the stockholders intention to bring that business before the meeting.

With respect to a special meeting of the stockholders, only such business may be conducted at the meeting as has been specified in the notice of special meeting. The person presiding at such annual or special meeting has the authority to make such determinations. Only persons who are nominated by, or at the direction of, our Board of Directors, or who are nominated by a stockholder who has given timely written notice, in proper form, to our Secretary prior to a meeting at which directors are to be elected will be eligible for election as a director.

To be timely, notice of nominations or other business to be brought before any annual meeting must be delivered to our Secretary not fewer than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year; provided , however , that if the annual meeting is not scheduled to be held within a period that commences 30 days before and ends 30 days after such anniversary date, such advance notice shall be given by the later of:

| | the close of business on the date 90 days
prior to the date of the annual meeting; or |
| --- | --- |
| | the close of business on the tenth day following
the date that the annual meeting date is first publicly
announced or disclosed. |

If we call a special meeting of stockholders for the purpose of electing directors, notice of nominations must be delivered to our Secretary not later than the close of business on the tenth day following the date that the special meeting date and either the names of nominees or the number of directors to be elected is first publicly announced or disclosed.

Any stockholder who gives notice of a proposal must provide:

	the text of the proposal to be presented;
	a brief written statement of the reasons why he
or she favors the proposal;
	the stockholders name and address;
	the number and class of all shares of each class
of our stock owned of record and beneficially by such
stockholder; and
	information as to any material interest the
stockholder may have in the proposal (other than as one of our
stockholders).

The notice of any nomination for election as a director must set forth:

	the name of the nominee;
	the number and class of all shares of each class
of our capital stock owned of record and beneficially by the
nominee and the information regarding the nominee required by
paragraphs (a), (e) and (f) of Item 401 of
Regulation S-K adopted by the SEC;
	the signed consent of each nominee to serve as a
director if elected;
	the nominating stockholders name and
address; and
	the number and class of shares of our stock owned
of record and beneficially by such nominating stockholder.

Amendments to By-laws

Our By-laws provide that our Board of Directors or the holders of a majority of the shares of our capital stock entitled to vote at an annual or special meeting of stockholders have the power to amend, alter, change or repeal our By-laws.

Amendment of the Restated Certificate of Incorporation

Any proposal to amend, alter, change or repeal any provision of our Restated Certificate of Incorporation requires approval by the affirmative vote of a majority of the voting power of all of the

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shares of our capital stock entitled to vote on such matters, with the exception of certain provisions of our Restated Certificate of Incorporation that require a vote of 80 percent or more of such voting power.

Provisions of Our Restated Certificate of Incorporation Related to Business Combinations

Our Restated Certificate of Incorporation provides that, in addition to any affirmative vote required by law or any other provision of our Restated Certificate of Incorporation, business combinations (generally defined as mergers, consolidations, sales of substantially all assets, issuances or transfers of securities with a fair market value of more than $1.0 million, and other significant transactions) involving us or any of our subsidiaries and involving or proposed by an interested stockholder (generally defined for purposes of these provisions as a person who beneficially owns more than 10 percent of our outstanding voting capital stock, or is an affiliate of ours and who within the prior two years was such a 10 percent beneficial owner or who has succeeded to any shares of our voting capital stock that were owned by an interested stockholder within the prior two years) or an affiliate of an interested stockholder require the approval of at least 80 percent of our then outstanding capital stock, voting as a class, provided that business combinations approved by our continuing directors (as defined in our Restated Certificate of Incorporation) or satisfying certain fair price and procedure provisions (generally requiring that stockholders receive consideration at least equal to the highest price paid by the interested stockholder for shares of our common stock within the prior two years) are not subject to this 80 percent vote requirement. Our Restated Certificate of Incorporation provides that these provisions cannot be amended or repealed, and that any inconsistent provision may not be adopted, without the affirmative vote of at least 80 percent of our then outstanding capital stock, voting as a single class.

Anti-Greenmail Provisions of Our Restated Certificate of Incorporation

Our Restated Certificate of Incorporation provides that any purchase by us of shares of our voting capital stock from an interested shareholder (generally defined for purposes of these provisions as a person who beneficially owns more than five percent of our outstanding voting capital stock, or a person who is an affiliate of ours and who within the prior two years was such a five percent beneficial owner or who has succeeded to any shares of our voting capital stock that were owned by an interested shareholder within the prior two years) at a price higher than the market price at the time, other than pursuant to an offer to the holders of all outstanding shares of the class, requires the approval of the percentage of our then outstanding voting capital stock at least equal to the sum of the percentage held by the interested shareholder plus a majority of the remaining shares, voting as a single class. Our Restated Certificate of Incorporation provides that these provisions cannot be amended or repealed, and that any inconsistent provision may not be adopted, without the affirmative vote of at least 80 percent of our then outstanding capital stock, voting as a single class.

Provisions of Our Restated Certificate of Incorporation While There is a 40% Shareholder

Our Restated Certificate of Incorporation provides that in any election of directors on or after the date on which any 40% shareholder (generally defined for purposes of these provisions as a person who beneficially owns more than 40 percent of our outstanding voting capital stock, or a person who is an affiliate of ours and who within the prior two years was such a 40 percent beneficial owner or who has succeeded to any shares of our voting capital stock that were owned by an interested shareholder within the prior two years) becomes a 40% shareholder, and until such time as no 40 percent shareholder any longer exists, there shall be cumulative voting for the election of directors so that any holder of our voting capital stock will be entitled to as many votes as shall equal the number of directors to be elected multiplied by the number of votes to which the holder would otherwise be entitled and such holder may cast all of such votes for a single director, or distribute such votes among as many candidates as such holder sees fit. In any such election of directors, one or more candidates may be nominated by a majority of our disinterested directors. With respect to any person so nominated, or nominated by a holder of our voting capital stock holding shares of our voting capital stock with a market price of at least $100,000, we are required to include certain information with respect to such nominees (generally on equal terms with other nominees of our Board of Directors and management) in our proxy statement or other materials with respect to the election of directors. Our Restated Certificate of Incorporation provides that these provisions

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cannot be amended or repealed, and that any inconsistent provision may not be adopted, without the affirmative vote of at least 80 percent of our then outstanding capital stock, voting as a single class.

Preferred Stock

Our Restated Certificate of Incorporation authorizes our Board of Directors to issue one or more series of preferred stock by resolution and to determine, with respect to any series of preferred stock, the terms and rights of such series. We believe that the availability of preferred stock provides us with increased flexibility in structuring possible future financing and acquisitions and in meeting other corporate needs that might arise. Having such authorized shares available for issuance allows us to issue shares of preferred stock without the expense and delay of a special stockholders meeting. The authorized shares of preferred stock, as well as the authorized shares of our common stock, are available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of the New York Stock Exchange or any other stock exchange on which our securities may be listed. Although our Board of Directors has no intention at the present time of doing so, it does have the power (subject to applicable law) to issue a series of preferred stock that, depending on the terms of such series, could impede the completion of a merger, tender offer or other takeover attempt. For instance, subject to applicable law, such series of preferred stock might impede a business combination by including class voting rights that would enable the holder to block such a transaction. See Stockholder Protection Rights Agreement.

Stockholder Protection Rights Agreement

On December 6, 1996, our Board of Directors declared a dividend of one right (a Right) for each outstanding share of our common stock held of record at the close of business on December 6, 1996 (the Record Time), or issued thereafter and prior to the Separation Time (as defined below), or issued thereafter pursuant to options and convertible securities outstanding at the Separation Time. The Rights were issued pursuant to a Stockholder Protection Rights Agreement, dated as of December 6, 1996 (as it may be amended from time to time, the Rights Agreement), between us and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), a New Jersey limited liability company, as rights agent (the Rights Agent). Each Right entitles its registered holder to purchase from us, after the Separation Time, one two-hundredth of a share of Participating Preferred Stock, without par value (the Participating Preferred Stock), for $125.00 (the Exercise Price), subject to adjustment.

The Rights will be evidenced by common stock certificates until the close of business on the earlier of (in either case, the Separation Time):

| | the tenth business day (or such later date as our
Board of Directors may from time to time fix by resolution
adopted prior to the Separation Time that otherwise would have
occurred) after the date on which any Person (as defined in the
Rights Agreement) commences a tender or exchange offer that, if
consummated, would result in such Person becoming an Acquiring
Person (as defined below); and |
| --- | --- |
| | the first date (the Stock Acquisition
Date) of public announcement by us (by any means) that a
Person has become an Acquiring Person; provided that if the
foregoing results in the Separation Time being prior to the
Record Time, the Separation Time shall be the Record Time; and
provided further that if a tender or exchange offer referred to
in the immediately preceding subparagraph is cancelled,
terminated or otherwise withdrawn prior to the Separation Time
without the purchase of any shares of our common stock pursuant
thereto, such offer shall be deemed never to have been made. |

An Acquiring Person is defined in the Rights Agreement as any Person having Beneficial Ownership (as defined in the Rights Agreement) of 15 percent or more of the outstanding shares of our common stock, which term shall not include:

us, any of our wholly-owned subsidiaries, or any employee stock ownership or other employee benefit plan of ours or any of our wholly-owned subsidiaries;

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| | any person who was the Beneficial Owner of
15 percent or more of our outstanding common stock on the
date of the Rights Agreement or who shall become the Beneficial
Owner of 15 percent or more of our outstanding common stock
solely as a result of an acquisition of our common stock by us,
until such time hereafter as such Person acquires additional
shares of our common stock, other than through a stock dividend
or stock split; |
| --- | --- |
| | any Person who becomes an Acquiring Person
without any plan or intent to seek or effect control of us if
such Person promptly divests sufficient securities such that
such 15 percent or greater Beneficial Ownership ceases; or |
| | any Person who Beneficially Owns shares of our
common stock consisting solely of (A) shares acquired
pursuant to the grant or exercise of an option granted by us in
connection with an agreement to merge with, or acquire, us at a
time at which there is no Acquiring Person, (B) shares
owned by such Person or its Affiliates or Associates (as such
terms are defined in the Rights Agreement) at the time of such
grant or (C) shares, amounting to less than one percent of
our outstanding common stock, acquired by Affiliates or
Associates of such Person after the time of such grant. |

The Rights Agreement provides that, until the Separation Time, the Rights will be transferred with and only with shares of our common stock. Common stock certificates issued after the Record Time but prior to the Separation Time shall evidence one Right for each share of our common stock represented thereby and shall contain a legend incorporating by reference the terms of the Rights Agreement. Notwithstanding the absence of the aforementioned legend, certificates evidencing shares of our common stock outstanding at the Record Time also shall evidence one Right for each share of our common stock evidenced thereby. Promptly following the Separation Time, separate certificates evidencing the Rights will be mailed to holders of record of our common stock at the Separation Time.

The Rights will not be exercisable until the Separation Time. The Rights will expire on the earliest of (in any such case, the Expiration Time):

	the Exchange Time (as defined below),
	December 6, 2006, the close of business on
the tenth anniversary of the Record Time,
	the date on which the Rights are redeemed as
described below, and
	immediately prior to the effective time of a
consolidation, merger or share exchange of us (A) into
another corporation or (B) with another corporation in
which we are the surviving corporation but shares of our common
stock are converted into cash and/or securities of another
corporation, in either case pursuant to an agreement entered
into by us prior to a Stock Acquisition Date.

The Exercise Price and the number of Rights outstanding, or in certain circumstances the securities purchasable upon exercise of the Rights, are subject to adjustment from time to time to prevent dilution in the event of a common stock dividend on, or a subdivision or a combination into a smaller number of shares of our common stock or the issuance or distribution of any securities or assets in respect of, in lieu of or in exchange for shares of our common stock.

If a Flip-in Date (as defined below) occurs prior to the Expiration Time, each Right (other than Rights Beneficially Owned by the Acquiring Person or any Affiliate or Associate thereof, which Rights shall become void) shall constitute the right to purchase from us, upon the exercise thereof in accordance with the terms of the Rights Agreement, that number of shares of our common stock having an aggregate Market Price (as defined in the Rights Agreement) equal to twice the Exercise Price for an amount in cash equal to the then current Exercise Price. In addition, our Board of Directors, at its option, at any time after a Flip-in Date and prior to the time that an Acquiring Person becomes the Beneficial Owner of more than 50 percent of the outstanding shares of our common stock, may elect to exchange all (but not less than all) of the then outstanding Rights (other than Rights Beneficially Owned by the Acquiring Person or any Affiliate or Associate thereof, which Rights shall become void) for shares of our common stock at an exchange ratio of one share of our common stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of the Separation Time (the

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Exchange Ratio). Immediately upon such action by our Board of Directors (the Exchange Time), the right to exercise the Rights will terminate and each Right thereafter will represent only the right to receive a number of shares of our common stock equal to the Exchange Ratio. A Flip-in Date is defined in the Rights Agreement as any Stock Acquisition Date or such later date as our Board of Directors from time to time may fix by resolution adopted prior to the Flip-in Date that otherwise would have occurred.

Whenever we become obligated under the Rights Agreement to issue shares of our common stock upon the exercise of or in exchange for the Rights, we, at our option, may substitute therefor shares of Participating Preferred Stock, at a ratio of one two-hundredth of a share of Participating Preferred Stock for each share of our common stock so issuable.

If, prior to the Expiration Time, we enter into, consummate or permit to occur a transaction or series of transactions after the time an Acquiring Person has become such in which, directly or indirectly:

| | we consolidate or merge or participate in a share
exchange with any other Person if, at the time of the
consolidation, merger or share exchange or at the time we enter
into any agreement with respect to any such consolidation,
merger or share exchange, the Acquiring Person controls our
Board of Directors and either (A) any term of or
arrangement concerning the treatment of shares of our capital
stock in such consolidation, merger or share exchange relating
to the Acquiring Person is not identical to the terms and
arrangements relating to other holders of our common stock or
(B) the Person with whom the transaction or series of
transactions occurs is the Acquiring Person or an Affiliate or
Associate of the Acquiring Person; or |
| --- | --- |
| | we sell or otherwise transfer (or one or more of
our subsidiaries sell or otherwise transfer) assets
(A) aggregating more than 50 percent of the assets
(measured by either book value or fair market value) or
(B) generating more than 50 percent of the operating
income or cash flow, of us and our subsidiaries (taken as a
whole) to any other Person (other than us or one or more of our
wholly-owned subsidiaries) or to two or more such Persons that
are affiliated or otherwise acting in concert, if, at the time
of such sale or transfer of assets or at the time we (or any
such subsidiary) enter into an agreement with respect to such
sale or transfer, the Acquiring Person controls our Board of
Directors (a Flip-over Transaction or Event), |

we shall take such action as shall be necessary to ensure, and shall not enter into, consummate or permit to occur such Flip-over Transaction or Event until we shall have entered into a supplemental agreement with the Person engaging in such Flip-over Transaction or Event or the parent corporation thereof (the Flip-over Entity), for the benefit of the holders of the Rights, providing that upon consummation or occurrence of the Flip-over Transaction or Event (1) each Right thereafter shall constitute the right to purchase from the Flip-over Entity, upon exercise thereof in accordance with the terms of the Rights Agreement, that number of shares of common stock of the Flip-over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the then current Exercise Price and (2) the Flip-over Entity thereafter shall be liable for, and shall assume, by virtue of such Flip-over Transaction or Event and such supplemental agreement, all of our obligations and duties pursuant to the Rights Agreement.

Our Board of Directors, at its option, at any time prior to the Flip-in Date, may redeem all (but not less than all) the then outstanding Rights at a price of $.01 per Right (the Redemption Price), as provided in the Rights Agreement. Immediately upon the action of our Board of Directors electing to redeem the Rights, without any further action and without any notice, the right to exercise the Rights will terminate and each Right thereafter will represent only the right to receive the Redemption Price in cash or our securities.

The holders of Rights, solely by reason of their ownership of the Rights, will have no rights as our stockholders, including the right to vote or to receive dividends.

The Rights Agent and we from time to time may supplement or amend the Rights Agreement without the approval of any holders of the Rights (1) prior to the Flip-in Date, in any respect, and (2) on or after the Flip-in Date, to make any changes that we may deem necessary or desirable and that shall not

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affect materially and adversely the interests of the holders of the Rights generally or to cure any ambiguity or to correct or supplement any inconsistent or defective provision contained therein.

The Rights will not prevent a takeover of us. However, the Rights may cause substantial dilution to a person or group that acquires 15 percent or more of our common stock unless the Rights first are redeemed by our Board of Directors. Nevertheless, the Rights should not interfere with a transaction that is in the best interests of us and our stockholders because the Rights can be redeemed on or prior to the Flip-in Date, before the consummation of such transaction.

Delaware General Corporation Law

Under Section 203 of the Delaware General Corporation Law (Section 203), certain business combinations (generally defined to include mergers or consolidations between a Delaware corporation and an interested stockholder, transactions with an interested stockholder involving the assets or stock of the corporation or its majority-owned subsidiaries and transactions that increase the interested stockholders percentage ownership of stock) between a publicly held Delaware corporation and an interested stockholder (generally defined as those stockholders who become beneficial owners of 15 percent or more of a Delaware corporations voting stock or their affiliates) are prohibited for a three-year period following the date that such stockholder became an interested stockholder. This three-year waiting period does not apply when:

| | the corporation has elected in its certificate of
incorporation not to be so governed; |
| --- | --- |
| | either the business combination or the proposed
acquisition of stock resulting in the person becoming an
interested stockholder was approved by the corporations
board of directors before the other party to the business
combination became an interested stockholder; |
| | upon consummation of the transaction that made
such person an interested stockholder, the interested
stockholder owned at least 85 percent of the voting stock of the
corporation outstanding at the commencement of the transaction
(excluding voting stock owned by officers who are also directors
or held in employee benefit plans in which the employees do not
have a confidential right to tender or vote stock held by the
plan); or |
| | the business combination was approved by the
corporations board of directors and also was ratified by
two-thirds of the voting stock that the interested stockholder
did not own. |

Under certain circumstances, Section 203 makes it more difficult for a person who would be an interested stockholder to effect various business combinations with a corporation for a three-year period, although the stockholders may elect to exclude a corporation from the restrictions imposed thereunder. Our Restated Certificate of Incorporation does not exclude us from the restrictions imposed under Section 203. The provisions of Section 203 may encourage companies interested in acquiring us to negotiate in advance with our Board of Directors because the stockholder approval requirement would be avoided if a majority of the directors then in office approved either the business combination or the transaction that results in the stockholder becoming an interested stockholder. Such provisions also may have the effect of preventing changes in our management. It is possible that such provisions could make it more difficult to accomplish transactions that stockholders otherwise may deem to be in their best interests. link1 "DESCRIPTION OF DEPOSITARY SHARES"

DESCRIPTION OF DEPOSITARY SHARES

We may, at our option, elect to offer fractional shares of preferred stock, rather than full shares of preferred stock. If we do, we will issue to the public receipts for depositary shares, and each of these depositary shares will represent a fraction of a share of a particular series of preferred stock. Each owner of a depositary share will be entitled, in proportion to the applicable fractional interest in shares of preferred stock underlying that depositary share, to all rights and preferences of the preferred stock underlying that depositary share. Those rights include dividend, voting, redemption and liquidation rights.

The shares of preferred stock underlying the depositary shares will be deposited with a depositary under a deposit agreement between us, the depositary and the holders of the depositary receipts evidencing

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the depositary shares. The depositary will be a bank or trust company selected by us, having its principal office in the United States of America and must have a combined capital and surplus of at least $50,000,000. The depositary will also act as the transfer agent, registrar and dividend disbursing agent for the depositary shares.

Holders of depositary receipts agree to be bound by the deposit agreement, which requires holders to take certain actions such as filing proof of residence and paying certain charges.

The following is a summary of the most important terms of the depositary shares. The deposit agreement, our Restated Certificate of Incorporation and the certificate of designation for the applicable series of preferred stock that are, or will be, filed with the SEC will set forth all of the terms relating to the depositary shares.

Dividends and Other Distributions

The depositary will distribute all cash dividends or other cash distributions received relating to the series of preferred stock underlying the depositary shares, to the record holders of depositary receipts in proportion to the number of depositary shares owned by those holders on the relevant record date. The record date for the depositary shares will be the same date as the record date for the preferred stock.

In the event of a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary receipts that are entitled to receive the distribution. However, if the depositary determines that it is not feasible to make the distribution, the depositary may, with our approval, adopt another method for the distribution. The method may include selling the property and distributing the net proceeds to the holders.

Liquidation Preference

In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of each depositary share will be entitled to receive the fraction of the liquidation preference accorded each share of the applicable series of preferred stock, as set forth in the applicable prospectus supplement.

Redemption of Depositary Shares

If a series of preferred stock underlying the depositary shares is subject to redemption, the depositary shares will be redeemed from the proceeds received by the depositary resulting from the redemption, in whole or in part, of the preferred stock held by the depositary. Whenever we redeem any preferred stock held by the depositary, the depositary will redeem, as of the same redemption date, the number of depositary shares representing the preferred stock so redeemed. The depositary will mail the notice of redemption to the record holders of the depositary receipts promptly upon receiving notice from us and not fewer than 35 nor more than 60 days prior to the date fixed for redemption of the preferred stock and the depositary shares.

Voting the Preferred Stock

Upon receipt of notice of any meeting at which the holders of preferred stock are entitled to vote, the depositary will mail the information contained in the notice of meeting to the record holders of the depositary receipts underlying the preferred stock. Each record holder of those depositary receipts on the record date will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the amount of preferred stock underlying that holders depositary shares. The record date for the depositary shares will be the same date as the record date for the preferred stock. The depositary will try, as far as practicable, to vote the preferred stock underlying the depositary shares in a manner consistent with the instructions of the holders of the depositary receipts. We will agree to take all action which may be deemed necessary by the depositary in order to enable the depositary to do so. The depositary will not vote the preferred stock to the extent that it does not receive specific instructions from the holders of depositary receipts.

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Withdrawal of Preferred Stock

Except as may be provided otherwise in the applicable prospectus supplement, owners of depositary shares are entitled, upon surrender of depositary receipts at the principal office of the depositary and payment of any unpaid amount due the depositary, to receive the number of whole shares of preferred stock underlying the depositary shares. Partial shares of preferred stock will not be issued. After any such withdrawal, these holders of preferred stock will not be entitled to deposit the shares of preferred stock under the deposit agreement or to receive depositary receipts evidencing depositary shares for the preferred stock.

Conversion or Exchange of Preferred Stock

If the prospectus supplement relating to depositary shares says that the deposited preferred stock is convertible into or exchangeable for our capital stock or other securities, the following will apply. The depositary shares, as such, will not be convertible into or exchangeable for any of our securities. Rather, any holder of the depositary shares may surrender the related depositary receipts to the depositary with written instructions to instruct us to cause conversion or exchange of the preferred stock represented by the depositary shares into or for whole shares of our capital stock or other securities, as applicable. Upon receipt of those instructions and any amounts payable by the holder in connection with the conversion or exchange, we will cause the conversion or exchange using the same procedures as those provided for conversion or exchange of the deposited preferred stock. If only some of the depositary shares are to be converted or exchanged, a new depositary receipt or receipts will be issued for any depositary shares not to be converted or exchanged.

Amendment and Termination of Deposit Agreement

The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may be amended at any time and from time to time by agreement between us and the depositary. However, any amendment which materially and adversely alters the rights of the holders of depositary shares, other than any change in fees, will not be effective unless the amendment has been approved by at least a majority of the depositary shares then outstanding.

The deposit agreement may be terminated by us or the depositary only if:

| | all outstanding depositary shares have been
redeemed; or |
| --- | --- |
| | there has been a final distribution relating to
the preferred stock in connection with our dissolution, and that
distribution has been made to all the holders of depositary
shares. |

Charges of Depositary

We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will also pay charges of the depositary in connection with the initial deposit of the preferred stock and the initial issuance of the depositary shares, any redemption of the preferred stock and all withdrawals of preferred stock by owners of depositary shares. Holders of depositary receipts will pay transfer, income and other taxes and governmental charges and certain other charges as provided in the deposit agreement. In certain circumstances, the depositary may refuse to transfer depositary shares, withhold dividends and distributions, and sell the depositary shares evidenced by the depositary receipt, if the charges are not paid.

Reports to Holders

The depositary will forward to the holders of depositary receipts all reports and communications we deliver to the depositary that we are required to furnish to the holders of the preferred stock. In addition, the depositary will make available for inspection by holders of depositary receipts at the principal office of the depositary any reports and communications we deliver to the depositary as the holder of preferred stock.

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Liability and Legal Proceedings

Neither we nor the depositary will be liable if either of us is prevented or delayed by law or any circumstance beyond our control in performing our obligations under the deposit agreement. Our obligations and those of the depositary will be limited to performance in good faith of our duties under the deposit agreement. Neither we nor the depositary will be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. We and the depositary may rely on written advice of counsel or accountants, on information provided by holders of depositary receipts or other persons believed in good faith to be competent to give such information and on documents believed to be genuine and to have been signed or presented by the proper persons.

Resignation and Removal of Depositary

The depositary may resign at any time by delivering a notice to us of its election to do so. We may also remove the depositary at any time. Any such resignation or removal will take effect upon the appointment of a successor depositary and its acceptance of such appointment. The successor depositary must be appointed within 60 days after delivery of the notice for resignation or removal. In addition, the successor depositary must be a bank or trust company having its principal office in the United States of America and must have a combined capital and surplus of at least $50,000,000.

Federal Income Tax Consequences

Owners of the depositary shares will be treated for Federal income tax purposes as if they were owners of the preferred stock underlying the depositary shares. Accordingly, the owners will be entitled to take into account for Federal income tax purposes income and deductions to which they would be entitled if they were holders of the preferred stock. In addition:

| | no gain or loss will be recognized for Federal
income tax purposes upon the withdrawal of preferred stock in
exchange for depositary shares; |
| --- | --- |
| | the tax basis of each share of preferred stock to
an exchanging owner of depositary shares will, upon the
exchange, be the same as the aggregate tax basis of the
depositary shares exchanged; and |
| | the holding period for preferred stock in the
hands of an exchanging owner of depositary shares will include
the period during which the person owned the depositary shares. |

link1 "DESCRIPTION OF WARRANTS"

DESCRIPTION OF WARRANTS

We may issue warrants, in one or more series, for the purchase of debt securities, preferred stock or common stock. Warrants may be issued independently or together with our debt securities, preferred stock or common stock and may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank or trust company, having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000, as warrant agent. The warrant agent will act solely as our agent in connection with the warrants and will not have any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. A copy of the warrant agreement will be filed with the SEC in connection with the offering of warrants.

Debt Warrants

The prospectus supplement relating to a particular issue of warrants to purchase debt securities will describe the terms of those warrants, including the following:

	the title of the warrants;
	the offering price for the warrants, if any;
	the aggregate number of the warrants;
	the aggregate number of warrants outstanding;

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| | the designation and terms of the debt securities
purchasable upon exercise of the warrants; |
| --- | --- |
| | if applicable, the designation and terms of the
debt securities that the warrants are issued with and the number
of warrants issued with each debt security; |
| | if applicable, the date from and after which the
warrants and any debt securities issued with them will be
separately transferable; |
| | the principal amount of debt securities that may
be purchased upon exercise of a warrant and the price at which
the debt securities may be purchased upon exercise; |
| | the dates on which the right to exercise the
warrants will commence and expire; |
| | if applicable, the minimum or maximum amount of
the warrants that may be exercised at any one time; |
| | whether the warrants represented by the warrant
certificates or debt securities that may be issued upon exercise
of the warrants will be issued in registered or bearer form; |
| | information relating to book-entry procedures, if
any; |
| | the currency or currency units in which the
offering price, if any, and the exercise price are payable; |
| | if applicable, a discussion of material U.S.
Federal income tax considerations; |
| | anti-dilution provisions of the warrants, if any; |
| | redemption or call provisions, if any, applicable
to the warrants; |
| | the identity of the warrant agent; |
| | any additional terms of the warrants, including
terms, procedures and limitations relating to the exchange and
exercise of the warrants; and |
| | any other information we think is important about
the warrants. |

Common Stock or Preferred Stock Warrants

The prospectus supplement relating to a particular issue of warrants to purchase shares of common stock or preferred stock will describe the terms of the warrants, including the following:

	the title of the warrants;
	the offering price for the warrants, if any;
	the aggregate number of the warrants;
	the shares of common stock or the designation and
terms of the preferred stock that may be purchased upon exercise
of the warrants;
	if applicable, the designation and terms of the
securities that the warrants are issued with and the number of
warrants issued with each security;
	if applicable, the date from and after which the
warrants and any securities issued with the warrants will be
separately transferable;
	the number of shares of common stock or preferred
stock that may be purchased upon exercise of a warrant and the
price at which the shares may be purchased upon exercise;
	the dates on which the right to exercise the
warrants commence and expire;
	if applicable, the minimum or maximum amount of
the warrants that may be exercised at any one time;
	the currency or currency units in which the
offering price, if any, and the exercise price are payable;
	if applicable, a discussion of material U.S.
Federal income tax considerations;
	anti-dilution provisions of the warrants, if any;

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| | redemption or call provisions, if any, applicable
to the warrants; |
| --- | --- |
| | any additional terms of the warrants, including
terms, procedures and limitations relating to the exchange and
exercise of the warrants; and |
| | any other information we think is important about
the warrants. |

Exercise of Warrants

Each warrant will entitle the holder of the warrant to purchase at the exercise price set forth in the applicable prospectus supplement the principal amount of debt securities or the number of shares of common stock or preferred stock being offered. Holders may exercise warrants at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will be void. Holders may exercise warrants as set forth in the prospectus supplement relating to the warrants being offered.

Until a holder exercises the warrants to purchase our debt securities or shares of our common stock or preferred stock, the holder will not have any rights as a holder of our debt securities or shares of our common stock or preferred stock, as the case may be, by virtue of ownership of warrants. link1 "PLAN OF DISTRIBUTION"

PLAN OF DISTRIBUTION

We may offer and sell these securities in any one or more of the following ways:

	to or through underwriters, brokers or dealers;
	directly to one or more other purchasers;
	through a block trade in which the broker or
dealer engaged to handle the block trade will attempt to sell
the securities as agent, but may position and resell a portion
of the block as principal to facilitate the transaction;
	through agents on a best-efforts basis; or
	otherwise through a combination of any such
methods of sale.

Each time we sell securities, we will provide a prospectus supplement that will name any underwriter, dealer or agent involved in the offer and sale of the securities. The prospectus supplement will also set forth the terms of the offering, including:

| | the purchase price of the securities and the
proceeds we will receive from the sale of the securities; |
| --- | --- |
| | any underwriting discounts and other items
constituting underwriters compensation; |
| | any public offering or purchase price and any
discounts or commissions allowed or re-allowed or paid to
dealers; |
| | any commissions allowed or paid to agents; |
| | any securities exchanges on which the securities
may be listed; |
| | the method of distribution of the securities; |
| | the terms of any agreement, arrangement or
understanding entered into with brokers or dealers; and |
| | any other information we think is important. |

If underwriters or dealers are used in the sale, the securities will be acquired by the underwriters or dealers for their own account. The securities may be sold from time to time in one or more transactions:

	at a fixed price or prices, which may be changed;
	at market prices prevailing at the time of sale;
	at prices related to such prevailing market
prices;
	at varying prices determined at the time of sale;
or
	at negotiated prices.

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Such sales may be effected:

| | in transactions on any national securities
exchange or quotation service on which the securities may be
listed or quoted at the time of sale; |
| --- | --- |
| | in transactions in the over-the-counter market; |
| | in block transactions in which the broker or
dealer so engaged will attempt to sell the securities as agent
but may position and resell a portion of the block as principal
to facilitate the transaction, or in crosses, in which the same
broker acts as an agent on both sides of the trade; |
| | in transactions otherwise than on such exchanges
or services or the over-the-counter market; |
| | through the writing of options; or |
| | through other types of transactions. |

The securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more of such firms. Unless otherwise set forth in the prospectus supplement, the obligations of underwriters or dealers to purchase the securities offered will be subject to certain conditions precedent and the underwriters or dealers will be obligated to purchase all the offered securities if any are purchased. Any public offering price and any discounts or concessions allowed or reallowed or paid by underwriters or dealers to other dealers may be changed from time to time.

The securities may be sold directly by us or through agents designated by us from time to time. Any agent involved in the offer or sale of the securities in respect of which this prospectus is delivered will be named, and any commissions payable by us to such agent will be set forth in, the prospectus supplement. Unless otherwise indicated in the prospectus supplement, any such agent will be acting on a best efforts basis for the period of its appointment.

Offers to purchase the securities offered by this prospectus may be solicited, and sales of the securities may be made, by us directly to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of the securities. The terms of any offer made in this manner will be included in the prospectus supplement relating to the offer.

If indicated in the applicable prospectus supplement, we will authorize underwriters, dealers or agents to solicit offers by certain institutional investors to purchase securities from us pursuant to contracts providing for payment and delivery at a future date. Institutional investors with which these contracts may be made include, among others:

	commercial and savings banks;
	insurance companies;
	pension funds;
	investment companies; and
	educational and charitable institutions.

In all cases, these purchasers must be approved by us. Unless otherwise set forth in the applicable prospectus supplement, the obligations of any purchasers under any of these contracts will not be subject to any conditions except that (a) the purchase of the securities must not at the time of delivery be prohibited under the laws of any jurisdiction to which that purchaser is subject, and (b) if the securities are also being sold to underwriters, we must have sold to these underwriters the securities not subject to delayed delivery. Underwriters and other agents will not have any responsibility in respect of the validity or performance of these contracts.

Some of the underwriters, dealers or agents used by us in any offering of securities under this prospectus may be customers of, engage in transactions with, and perform services for us in the ordinary course of business. Underwriters, dealers, agents and other persons may be entitled under agreements which may be entered into with us to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act and to be reimbursed by us for certain expenses.

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Subject to any restrictions relating to debt securities in bearer form, any securities initially sold outside the United States may be resold in the United States through underwriters, dealers or otherwise.

Each series of securities other than common stock will be a new issue of securities with no established trading market. Any underwriters to which offered securities are sold by us for public offering and sale may make a market in such securities, but those underwriters will not be obligated to do so and may discontinue any market making at any time.

The anticipated date of delivery of the securities offered by this prospectus will be described in the applicable prospectus supplement relating to the offering.

If more than 10 percent of the net proceeds of any offering of securities made under this prospectus will be received by members of the National Association of Securities Dealers, Inc., which we refer to in this prospectus as the NASD, participating in the offering or by affiliates or associated persons of such NASD members, the offering will be conducted in accordance with NASD Conduct Rule 2710(c)(8). Pursuant to the rules of the NASD, underwriting compensation, as defined in the NASD rules, will not exceed 8 percent of the gross proceeds of any offering pursuant to this prospectus.

To comply with the securities laws of some states, if applicable, the securities may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the securities may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

Our common stock is quoted on the New York Stock Exchange under the symbol HRS. The other securities are not listed on any securities exchange or other stock market and, unless we state otherwise in the applicable prospectus supplement, we do not intend to apply for listing of the other securities on any securities exchange or other stock market. Accordingly, we give you no assurance as to the development or liquidity or any trading market for the securities. link1 "LEGAL MATTERS"

LEGAL MATTERS

Unless otherwise disclosed in a prospectus supplement, the validity of these securities will be passed upon for us by our outside counsel, Holland & Knight LLP, Jacksonville, Florida. Unless otherwise disclosed in a prospectus supplement, certain matters will be passed upon for any underwriters, dealers or agents, if any, by Cravath, Swaine & Moore LLP, New York, New York. link1 "EXPERTS"

EXPERTS

Our consolidated financial statements as of June 27, 2003 and June 28, 2002, and for each of the three years in the period ended June 27, 2003, incorporated by reference in this prospectus and registration statement, have been audited by Ernst & Young LLP, independent certified public accountants, as set forth in their report thereon incorporated by reference herein. Such consolidated financial statements are incorporated herein by reference in reliance on such report given upon the authority of such firm as experts in accounting and auditing.

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$500,000,000

Debt Securities, Preferred Stock, Common Stock,

Depositary Shares and Warrants

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the securities it describes, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

[ l ] , 2003

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by the Registrant in connection with the issuance and distribution of the securities being registered. All of the amounts shown are estimates, except the Securities and Exchange Commission registration fee.

| Securities and Exchange Commission
registration fee | $ |
| --- | --- |
| Accounting fees and expenses | 20,000 |
| Legal fees and expenses | 50,000 |
| Indenture Trustees fees and expenses | 20,000 |
| Printing fees and expenses | 50,000 |
| Rating Agency fees | 217,000 |
| Miscellaneous | 10,000 |
| TOTAL | $ 407,450 |

Includes the offset pursuant to Rule 457(p) of an aggregate registration fee of $40,450, which the Registrant paid in connection with $500,000,000 of unsold securities under Registration Statement No. 333-66241.

Item 15. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (DGCL) permits a corporation to indemnify any person who was, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

A Delaware corporation may indemnify any person in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the person is adjudged to be liable to the corporation in the performance of his or her duty. Where a present or former director or officer has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in the prior paragraph or in this paragraph, the corporation must indemnify him or her against the expenses (including attorneys fees) which he or she actually and reasonably incurred in connection therewith.

The Registrants By-Laws provide for indemnification of (among others) the Registrants current and former directors and officers to the full extent permitted by law. The Registrants By-Laws also provide that expenses (including attorneys fees) incurred by any such person in defending actions, suits or proceedings shall be paid or reimbursed by the Registrant promptly upon demand.

As permitted by Section 102(b)(7) of the DGCL, the Registrants Restated Certificate of Incorporation provides that its directors will not be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the directors duty of loyalty to the Registrant or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL, which concerns unlawful payment of dividends, stock purchases or redemptions, or (d) for any transaction from which the director derived an improper personal benefit.

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While the Restated Certificate of Incorporation provides directors with protection from awards for monetary damages for breaches of their duty of care, it does not eliminate that duty. Accordingly, the Restated Certificate of Incorporation will have no effect on the availability of equitable remedies such as an injunction or rescission based on a directors breach of his or her duty of care. The provisions described in the preceding paragraph apply to an officer of the Registrant only if he or she is a director of the Registrant and is acting in his or her capacity as a director, and do not apply to officers of the Registrant who are not directors.

As permitted by the DGCL, the Registrant maintains officers and directors liability insurance that insures against claims and liabilities (with stated exceptions) that officers and directors of the Registrant may incur in such capacities. In addition, the Registrant has entered into indemnification agreements with each of the directors and executive officers pursuant to which each director and executive officer is entitled to be indemnified to the fullest extent allowable under Delaware law.

Item 16. Exhibits.

The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:

| 1 | (a) | Form of Agency Agreement (to be filed, if
necessary, by a Form 8-K or by amendment). |
| --- | --- | --- |
| 1 | (b) | Form of Underwriting Agreement (Debt Securities)
(to be filed, if necessary, by a Form 8-K or by amendment). |
| 1 | (c) | Form of Underwriting Agreement (Equity
Securities) (to be filed, if necessary, by a Form 8-K or by
amendment). |
| 3 | (a) | Restated Certificate of Incorporation of Harris
Corporation (December 1995), incorporated herein by reference to
Exhibit 3(i) to the Registrants Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1996. |
| 3 | (b) | By-Laws of Harris Corporation as in effect
December 3, 1999, incorporated herein by reference to
Exhibit 3.1 to the Registrants Current Report on
Form 8-K filed with the Commission on December 6, 1999. |
| 3 | (c) | Amendment to By-Laws of Harris Corporation,
adopted on June 23, 2000, incorporated herein by reference to
Exhibit 3(iii) to the Registrants Annual Report on
Form 10-K for the fiscal year ended June 30, 2000. |
| 4 | (a) | Stockholder Protection Rights Agreement, between
the Registrant and Mellon Investor Services LLC (formerly
ChaseMellon Shareholder Services, L.L.C.), as Rights Agent,
dated as of December 6, 1996, incorporated herein by
reference to Exhibit 1 to the Registrants
Registration Statement on Form 8-A filed with the
Commission on December 6, 1996. |
| 4 | (b) | Indenture, dated as of September 3, 2003,
between the Registrant and The Bank of New York. |
| 4 | (c) | Subordinated Indenture, dated as of
September 3, 2003, between the Registrant and The Bank of
New York. |
| 4 | (d) | Form of Senior Debt Security (to be filed, if
necessary, by a Form 8-K or by amendment). |
| 4 | (e) | Form of Subordinated Debt Security (to be filed,
if necessary, by a Form 8-K or by amendment). |
| 4 | (f) | Form of Convertible Debt Security (to be filed,
if necessary, by a Form 8-K or by amendment). |
| 4 | (g) | Form of Preferred Stock Certificate of
Designation (to be filed, if necessary, by a Form 8-K or by
amendment). |
| 4 | (h) | Form of Deposit Agreement (to be filed, if
necessary, by a Form 8-K or by amendment). |
| 4 | (i) | Form of Depositary Receipt (contained in
Exhibit 4(h)). |
| 4 | (j) | Form of Debt Securities Warrant Agreement
(including form of Warrant Certificate) (to be filed, if
necessary, by a Form 8-K or by amendment). |
| 4 | (k) | Form of Preferred Stock Warrant Agreement
(including form of Warrant Certificate) (to be filed, if
necessary, by a Form 8-K or by amendment). |

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| 4 | (l) | Form of Common Stock Warrant Agreement (including
form of Warrant Certificate) (to be filed, if necessary, by a
Form 8-K or by amendment). |
| --- | --- | --- |
| 5 | | Opinion of Holland & Knight LLP, as to the
validity of the securities registered hereby. |
| 12 | | Statement Regarding Computation of Ratios of
Earnings to Fixed Charges. |
| 23 | (a) | Consent of Holland & Knight LLP (included in
Opinion in Exhibit 5). |
| 23 | (b) | Consent of Ernst & Young LLP. |
| 24 | | Powers of Attorney (included on the signature
pages of this Registration Statement). |
| 25 | (a) | Form T-1 Statement of Eligibility of Trustee
for Senior Indenture under the Trust Indenture Act of 1939. |
| 25 | (b) | Form T-1 Statement of Eligibility of Trustee
for Subordinated Indenture under the Trust Indenture Act of 1939. |

Item 17. Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

| (i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933; |
| --- |
| (ii) To reflect in the prospectus any facts
or events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) under the Securities Act if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
Calculation of Registration Fee table in this
Registration Statement; and |
| (iii) To include any material information
with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change
to such information in this Registration Statement; |

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

| (2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
| --- |
| (3) To remove from registration by means of
a post-effective amendment any of the securities being
registered that remain unsold at the termination of the offering. |
| (4) That, for purposes of determining any
liability under the Securities Act, each filing of the
Registrants annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plans annual report
pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof. |
| (5) To file an application, if necessary,
for the purpose of determining the eligibility of the trustee to
act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the |

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| rules and regulations prescribed by the
Commission under Section 305(b)(2) of the Trust Indenture
Act of 1939. |
| --- |
| (6) That, for purposes of determining any
liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective. |
| (7) That, for the purpose of determining any
liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof. |

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Melbourne, State of Florida, on this 3rd day of September, 2003.

HARRIS CORPORATION
(Registrant)

By: /s/ BRYAN R. ROUB

Bryan R. Roub
Senior Vice President and Chief Financial Officer

POWER OF ATTORNEY

KNOW TO ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints RICHARD L. BALLANTYNE and SCOTT T. MIKUEN, each and individually, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for and in the name, place and stead of the undersigned, for him or her in any and all capacities, to sign any and all amendments including post-effective amendments, to this Registration Statement (and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933) and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each such attorneys-in-fact or agents or their substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ HOWARD L. LANCE Howard L. Lance	Chairman of the Board, President and Chief
Executive Officer (Principal Executive Officer)	September 3, 2003
/s/ BRYAN R. ROUB Bryan R. Roub	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	September 3, 2003
/s/ JAMES L. CHRISTIE James L. Christie	Vice President-Controller (Principal Accounting Officer)	September 3, 2003
/s/ THOMAS A. DATTILO Thomas A. Dattilo	Director	September 3, 2003
/s/ RALPH D. DENUNZIO Ralph D. Denunzio	Director	September 3, 2003
/s/ JOSEPH L. DIONNE Joseph L. Dionne	Director	September 3, 2003

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Signature	Title	Date
/s/ LEWIS HAY III Lewis Hay III	Director	September 3, 2003
/s/ KAREN KATEN Karen Katen	Director	September 3, 2003
/s/ STEPHEN P. KAUFMAN Stephen P. Kaufman	Director	September 3, 2003
/s/ DAVID B. RICKARD David B. Rickard	Director	September 3, 2003
/s/ GREGORY T. SWIENTON Gregory T. Swienton	Director	September 3, 2003

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INDEX TO EXHIBITS

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