SEC Comment Letter for L3HARRIS TECHNOLOGIES, (LHX) — Feb 8, 2019
L3HARRIS TECHNOLOGIES, INC. /DE/
Date: Feb. 8, 2019 · CIK: 0000202058 · Accession: 0000000000-19-001516
AI Filing Summary & Sentiment
File numbers found in text: 333-228829
Letter
February 6, 2019 William M. Brown Chairman, President and Chief Executive Officer Harris Corporation 1025 West NASA Boulevard Melbourne, FL 32919 Re:Harris Corporation Registration Statement on Form S-4 Filed on December 14, 2018 File No. 333-228829 Dear Mr. Brown: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Form S-4 filed December 14, 2018 Exclusive Forum for Certain Actions, page A-86 1.We note that your forum selection provision identifies a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) as the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether this provision applies solely to state law claims. If it does not apply solely to state law claims, then we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please revise your prospectus to disclose this information and to state that there is uncertainty as to whether a court would enforce such provision, and to
FirstName LastNameWilliam M. Brown Comapany NameHarris Corporation February 6, 2019 Page 2 FirstName LastName William M. Brown Harris Corporation February 6, 2019 Page 2 state that stockholders will not be deemed to have waived the company’s compliance with the federal securities laws and the rules and regulations thereunder. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact John Dana Brown at 202-551-3859 or Laura Nicholson, Special Counsel, at 202-551-3584 with any questions. Sincerely, Division of Corporation Finance Office of Transportation and Leisure
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February 6, 2019
William M. Brown
Chairman, President and Chief Executive Officer
Harris Corporation
1025 West NASA Boulevard
Melbourne, FL 32919
Re:Harris Corporation
Registration Statement on Form S-4
Filed on December 14, 2018
File No. 333-228829
Dear Mr. Brown:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed December 14, 2018
Exclusive Forum for Certain Actions, page A-86
1.We note that your forum selection provision identifies a state court located within the
State of Delaware (or, if no state court located within the State of Delaware has
jurisdiction, the federal district court for the District of Delaware) as the exclusive forum
for certain litigation, including any “derivative action.” Please disclose whether this
provision applies solely to state law claims. If it does not apply solely to state law claims,
then we note that Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts over all suits brought to enforce any duty or liability created by the
Securities Act or the rules and regulations thereunder. If the provision applies to
Securities Act claims, please revise your prospectus to disclose this information and to
state that there is uncertainty as to whether a court would enforce such provision, and to
FirstName LastNameWilliam M. Brown
Comapany NameHarris Corporation
February 6, 2019 Page 2
FirstName LastName
William M. Brown
Harris Corporation
February 6, 2019
Page 2
state that stockholders will not be deemed to have waived the company’s compliance with
the federal securities laws and the rules and regulations thereunder.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact John Dana Brown at 202-551-3859 or Laura Nicholson, Special
Counsel, at 202-551-3584 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure