What is the main purpose of this 8-K filing?

The primary purpose of this 8-K filing is to disclose additional information related to a Memorandum of Understanding (MOU) entered into by Harris Corporation and Exelis Inc. to settle litigation concerning their proposed merger. It also provides updated financial projections for Exelis and revised market analysis data.

What were the allegations in the lawsuits being settled?

The lawsuits, consolidated into one action, were filed by purported Exelis shareholders. They alleged that Exelis directors breached their fiduciary duties by approving the merger, and that Exelis, Harris, and Merger Sub aided and abetted these breaches. The complaints also alleged material misstatements and omissions in filings related to the merger, violating federal securities laws.

Does the settlement affect the price Exelis shareholders will receive for their shares?

No, the filing explicitly states that the proposed settlement will not affect the amount of merger consideration that Exelis stockholders are entitled to receive in the merger.

Are there any immediate changes to the merger agreement or its terms?

This filing primarily addresses the settlement of litigation. While the settlement is contingent on the consummation of the merger, it does not appear to alter the core terms or conditions of the merger agreement itself, other than the legal resolution of the shareholder lawsuits.

LHX 8-K SEC Disclosure — May 12, 2015

Summary

This L3HARRIS TECHNOLOGIES, INC. /DE/ (LHX) 8-K filing from May 12, 2015, primarily serves to disclose additional information in connection with a Memorandum of Understanding (MOU) to settle litigation related to its previously announced merger agreement with Exelis Inc. The key development is the agreement in principle to settle two class action lawsuits filed by purported Exelis shareholders, which alleged breaches of fiduciary duty and violations of federal securities laws. While the defendants deny all liability, they have agreed to this settlement to avoid the burden and potential delay of litigation. Investors should note that this settlement is contingent on several factors, including the execution of a formal settlement stipulation, the consummation of the merger, and court approval. Importantly, the settlement will not alter the merger consideration for Exelis shareholders. The filing also provides updated financial projection data for Exelis and revised comparative trading multiples analysis from J.P. Morgan, aiming to supplement disclosures made in the definitive proxy statement/prospectus.

Key Highlights

1Harris Corporation and Exelis Inc. have reached a Memorandum of Understanding (MOU) to settle two class action lawsuits filed by Exelis shareholders related to the proposed merger.
2The lawsuits alleged breaches of fiduciary duties by Exelis directors and securities law violations by Exelis, Harris, and Merger Sub.
3The proposed settlement, if approved by the court and contingent on merger completion, includes dismissal of the lawsuits with prejudice and a release of claims.
4Defendants deny all fault and liability but agreed to the settlement to avoid the costs and potential delays of litigation.
5The settlement does not impact the merger consideration for Exelis shareholders.
6The filing provides updated Exelis financial projections (EBIT and Unlevered Free Cash Flow) for fiscal years 2014 through 2019.
7Revised comparative trading multiples analysis from J.P. Morgan for both Exelis and Harris has been included to supplement prior disclosures.

L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K Report, Corporate Update (May 12, 2015)

Summary

Key Highlights

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