8-KOther EventsExhibits & Filings

L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K Report, Corporate Update (Feb 25, 2019)

Filed February 25, 2019For Securities:LHX

Summary

This L3Harris Technologies 8-K filing from February 25, 2019, primarily announces key dates and actions related to the previously disclosed merger of equals between Harris Corporation and L3 Technologies. The most significant update for investors is the scheduling of the special meeting of Harris stockholders for April 4, 2019, to vote on the issuance of Harris common stock to L3 stockholders and necessary amendments to Harris's certificate of incorporation. This meeting is a critical step towards the anticipated closing of the merger, which remains on track for mid-calendar year 2019, subject to customary closing conditions and regulatory approvals. The filing also emphasizes the availability of the definitive joint proxy statement/prospectus, which was declared effective by the SEC on February 20, 2019, and began mailing to stockholders around February 25, 2019. This document contains crucial information for both Harris and L3 stockholders regarding the merger transaction, voting procedures, and the potential risks and benefits involved. Investors are strongly urged to review these materials thoroughly for a comprehensive understanding of the proposed combination.

Key Highlights

  • 1Harris Corporation has set April 4, 2019, as the date for its special stockholder meeting to vote on the merger with L3 Technologies.
  • 2The merger is an all-stock combination of equals between Harris and L3.
  • 3Harris stockholders of record as of February 22, 2019, are eligible to vote at the special meeting.
  • 4The merger is expected to close in mid-calendar year 2019, contingent on regulatory approvals and stockholder votes.
  • 5A definitive joint proxy statement/prospectus related to the merger was declared effective by the SEC on February 20, 2019, and is being mailed to stockholders.
  • 6The filing includes extensive 'Forward-Looking Statements' and 'Important Additional Information' sections, cautioning investors about risks and directing them to comprehensive SEC filings.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce the date of the special meeting for Harris Corporation stockholders to vote on the proposed merger with L3 Technologies, and to confirm the availability and mailing of the definitive joint proxy statement/prospectus.

The merger is expected to close in mid-calendar year 2019, provided all closing conditions, including regulatory approvals and stockholder approvals from both companies, are satisfied.

Investors are strongly urged to read the definitive joint proxy statement/prospectus, which was filed with the SEC and mailed to stockholders. This document, along with other relevant SEC filings from both Harris and L3 (available on the SEC's website or the companies' websites), contains important details about the transaction, risks, and voting procedures.

The filing highlights various risks, including the potential for the merger agreement to be terminated, the outcome of any legal proceedings, the risk that stockholder or regulatory approvals may not be obtained, delays in closing, difficulties in integrating the businesses, potential adverse effects on employee retention and business relationships, and the impact on stock prices. Investors are advised to consult the 'Risk Factors' sections in the parties' SEC filings for a comprehensive overview.