Exhibit (d)
SUBSCRIPTION CERTIFICATE NUMBER: NUMBER OF RIGHTS:
SUBSCRIPTION CERTIFICATE
HARRIS & HARRIS GROUP, INC.
SUBSCRIPTION RIGHT FOR SHARES OF COMMON STOCK
This Subscription Certificate represents the number of Rights set forth in the upper right hand corner of this Form.
The Holder is entitled to acquire one (1) Share of the Common Stock of Harris & Harris Group, Inc. (the "Company") for each one
(1) Right held.
To subscribe for Shares of Common Stock, the Holder must present to the Subscription Agent, prior to 5:00 p.m., New
York City time, on the Expiration Date (unless the Offer is extended as described in the Prospectus) either (i) a notice of
guaranteed delivery attached hereto, guaranteeing delivery of (a) payment for the subscription Shares (under both Primary
Subscription and the Over-Subscription Privilege) and (b) a properly completed and executed copy of this Subscription
Certificate; or (ii) a properly completed and executed copy of this Subscription Certificate, together with a wire transfer (in
same day funds), a money order or a certified check drawn on a bank located in the United States of America and payable to The
Bank of New York for an amount equal to the number of Shares subscribed for multiplied by $2.25. Subscribers will be
subsequently notified as to the number of Shares subscribed (under both Primary Subscription and the Over-Subscription
Privilege) and the total amount owed based on the Subscription Price. See page [6] of the Prospectus. Payment required from a
Holder must be received by the Subscription Agent on the Expiration Date, or if the Holder has elected to make payment by means
of a notice of guaranteed delivery, payment will be due three (3) business days after the Expiration Date. A Holder will have no
right to rescind a purchase after the Subscription Agent has received payment either by means of a notice of guaranteed delivery
or direct payment by wire transfer, certified check or money order.
If a Holder who acquires Shares pursuant to the Primary Subscription or the Over-Subscription Privilege does not make
payment of any amounts due, the Company reserves the right to (i) find other purchasers for the subscribed-for and unpaid-for
Shares; (ii) apply any payment actually received by it toward the purchase of the greatest whole number of Shares which could be
acquired by such Holder upon exercise of the Primary Subscription and/or Over-Subscription Privilege; (iii) sell all or a
portion of the Shares purchased by the Holder, in the open market, and apply the proceeds to the amounts owed; and/or (iv)
exercise any and all other rights and/or remedies to which it may be entitled, including, without limitation, the right to
set-off against payments actually received by it with respect to such subscribed Shares and to enforce the relevant guaranty of
payment.
REGISTERED OWNER HARRIS & HARRIS GROUP, INC.
THE BANK OF NEW YORK as Subscription Agent
TO: The Bank of New York
Subscription Agent
Tender and Exchange Department
P.O. Box 11246
Church Street Station
New York, New York 10280-1248
THIS CERTIFICATE MAY BE TRANSFERRED
THIS RIGHTS OFFERING HAS BEEN QUALIFIED OR IS BELIEVED TO BE EXEMPT FROM QUALIFICATION ONLY UNDER THE FEDERAL LAWS OF
THE UNITED STATES AND THE LAWS OF EACH OF THE STATES IN THE UNITED STATES. RESIDENTS OF OTHER JURISDICTIONS MAY NOT PURCHASE THE
SHARES OF COMMON STOCK OFFERED HEREBY UNLESS THEY CERTIFY THAT THEIR PURCHASES OF SUCH SHARES ARE EFFECTED IN ACCORDANCE WITH
THE APPLICABLE LAWS OF SUCH JURISDICTIONS.
THE REGISTERED OWNER OF THIS SUBSCRIPTION CERTIFICATE IS ENTITLED TO THE NUMBER OF RIGHTS SHOWN IN THE UPPER RIGHT HAND
CORNER OF THE OTHER SIDE OF THIS FORM AND TO SUBSCRIBE FOR ADDITIONAL SHARES OF COMMON STOCK OF HARRIS & HARRIS GROUP, INC. UPON
THE TERMS AND CONDITIONS SPECIFIED IN THE PROSPECTUS RELATING THERETO, WHICH ARE INCORPORATED HEREIN BY REFERENCE, AND IS ALSO
AFFORDED THE OVER-SUBSCRIPTION PRIVILEGE DESCRIBED IN THE PROSPECTUS.
PLEASE FILL IN ALL APPLICABLE INFORMATION:
|---------------------------------------------------------- ---------------------------------------------------------------
|1. A) Number of Shares Subscripted for in Primary | | I hereby irrevocably subscribe for the number of Shares |
| Subscription (not to exceed the ratio of one (1) | | indicated above upon the terms and conditions specified in |
| Share for every one (1) Right held): | | the Prospectus relating hereto. Receipt of the Prospectus |
| | | is hereby acknowledged. |
| B) Number of Shares subscribed for under the | | |
| Over-Subscription Privilege: | | Signature of Subscriber: |
| | | |
| | | (Joint owners should each sign. If signing as executor, |
| C) Total of (A) and (B) above | | administrator, attorney, trustee, or guardian, give title |
| | | as such. If a corporation, sign in full corporate name by |
| | | authorized officer. If a partnership, sign in the name of |
| | | authorized person.) |
| | | |
- ----------------------------------------------------------- ---------------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------------
|2. Method of Payment: Check (A) or (B): | | TO BE EXECUTED ONLY BY |
| | | NON-UNITED STATES RESIDENTS: |
| A) Notice of Guaranteed Delivery of Payment | | |
| | | I hereby certify that the foregoing purchase of Common |
| or | | Stock has been effected in accordance with the applicable |
| | | laws of the jurisdiction in which I reside. |
| B) Multiply number of Shares on Line 1(C) by | | |
| $2.25 (and enclose money order or check in | | Dated: |
| this amount payable to "The Bank of New York")| | |
| | | |
- ------------------------------------------------------------ ---------------------------------------------------------------
BENEFICIAL OWNER LISTING CERTIFICATION
The undersigned, a bank, broker or other nominee holder of Rights
("Rights") to purchase shares of common stock, par value $.01 per share
("Common Stock"), of HARRIS & HARRIS GROUP, INC. (the "Company") pursuant to
the Rights Offering (the "Offer") described and provided for in the Company's
Prospectus dated [ ], 2002 (the "Prospectus"), hereby certifies to the Company
and to The Bank of New York, as Subscription Agent for such Offer, that
for each numbered line filled in below, the undersigned has exercised, on
behalf of the beneficial owner thereof (which may be the undersigned), the
number of Rights specified on such line pursuant to the Primary Subscription
(as defined in the Prospectus) and such beneficial owner wishes to subscribe
for the purchase of additional shares of Common Stock pursuant to the
Over-Subscription Privilege (as defined in the Prospectus), in the amount set
forth in the third column of such line.
Number of
Record Number of Rights Number of Rights
Date Exercised Pursuant to Exercised Pursuant to
Shares Primary Subscription Over-Subscription Privilege
Owned
1.____________________________ _____________________ ___________________________
2.____________________________ _____________________ ___________________________
3.____________________________ _____________________ ___________________________
4.____________________________ _____________________ ___________________________
5.____________________________ _____________________ ___________________________
6.____________________________ _____________________ ___________________________
7.____________________________ _____________________ ___________________________
8.____________________________ _____________________ ___________________________
9.____________________________ _____________________ ___________________________
10.___________________________ _____________________ ___________________________
Name of Nominee Holder
By:____________________________
Name:__________________________
Title:_________________________
Dated:____________________, 2002
Provide the following information, if applicable:
________________________________ Name of Broker:__________________________
Depositary Trust
Corporation ("DTC")
Participant Number
________________________________ Address:_________________________________
DTC Primary Subscription
Confirmation Number(s)
NOTICE OF GUARANTEED DELIVERY FOR SHARES OF CAPITAL
STOCK OF HARRIS & HARRIS GROUP, INC.
SUBSCRIBED FOR PURSUANT TO THE PRIMARY SUBSCRIPTION
AND THE OVER-SUBSCRIPTION PRIVILEGE
HARRIS & HARRIS GROUP, INC. RIGHTS OFFERING
As set forth in the Company's Prospectus dated [ ], 2002 under "The
Offer - Payment for Shares," this form or one substantially equivalent hereto
may be used as a means of effecting subscription and payment for all shares of
the Company's common stock subscribed for by exercise of rights pursuant to
the primary subscription and the over-subscription privilege. Such form may be
delivered by hand or sent by facsimile transmission, overnight courier or mail
to The Bank of New York, the subscription agent, and must be received prior to
5:00 p.m. New York City time on [ ], 2002.* The terms and conditions of the
rights offering set forth in the Prospectus are incorporated by reference
herein. Capitalized terms not defined here have the meanings attributed to
them in the Prospectus.
The Subscription Agent is:
THE BANK OF NEW YORK
Telephone Assistance: 1 (800) 507-9357
By Mail: By Hand: By Overnight Delivery:
The Bank of New York The Bank of New York The Bank of New York
Tender & Exchange Dept. Tender & Exchange Dept. Tender & Exchange Dept.
P.O. Box 11248 3rd Floor 5th Floor
Church Street Station One Wall Street 385 Rifle Camp Road
New York, NY 10286-1248 New York, NY 10286 West Paterson, NJ 07424
For Notice of Guaranteed Delivery
By Facsimile Transmission: (973) 247-4077
To Confirm Facsimile Transmission Only: (973) 247-4075
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA A TELECOPY OR FACSIMILE NUMBER, OTHER THAN AS SET FORTH
ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY
The Nasdaq National Market member firm or bank or trust company which
completes this form must communicate the guarantee and the number of shares
subscribed for under both the primary subscription and the over-subscription
privilege to The Bank of New York and must deliver this Notice of Guaranteed
Delivery guaranteeing delivery of (i) payment in full for all subscribed
shares and (ii) a properly completed and executed Subscription Certificate to
The Bank of New York prior to 5:00 p.m., New York City time, on [ ], 2002. The
Subscription Certificate and full payment must then be delivered by the close
of business on [ ], 2002* to the Bank of New York. Failure to do so will
result in a forfeiture of the rights.
_______
*Unless extended by the Company
(Continued on the other side)
GUARANTEE
The undersigned, a member firm of the Nasdaq National Market or a
bank or trust company guarantees delivery to The Bank of New York by the close
of business (5:00 p.m., New York City time) on [ ], 2002 (unless extended) of
(i) a properly completed and executed Subscription Certificate and (ii)
payment of the full estimated subscription price for shares subscribed for on
primary subscription and pursuant to the over-subscription privilege, if
applicable, as subscription for such shares is indicated herein or in the
Subscription Certificate.
Number of primary subscription shares of which you are guaranteeing delivery
of rights and payment:
____________________________________________________________________________
Number of over-subscription shares of which you are guaranteeing delivery of
payment:
____________________________________________________________________________
Number of rights to be delivered:
____________________________________________________________________________
Total subscription price payment to be delivered:
____________________________________________________________________________
Method of delivery of rights (circle one)
A. through The Depository Trust Company ("DTC")
B. direct to The Bank of New York
Please note that if you are guaranteeing for over-subscription
shares, and are a DTC participant, you must also execute and forward to The
Bank of New York, a DTC Participant Over-Subscription Certificate.
_________________________________________ ___________________________
Name of Firm Authorized Signature
_________________________________________ ___________________________
Address Title
_________________________________________ ___________________________
Zip Code Name (Please Type or Print)
_________________________________________
Name of Registered Holder (If Applicable)
_________________________________________ ___________________________
Telephone Number Date
__________
** If the rights are to be delivered through DTC, a representative of
The Bank of New York will phone you with a protect identification number,
which needs to be communicated by you to DTC.
DTC PARTICIPANT OVER-SUBSCRIPTION CERTIFICATE
THIS FORM IS TO BE USED ONLY BY THE DEPOSITORY TRUST COMPANY
PARTICIPANTS TO EXERCISE THE OVER-SUBSCRIPTION PRIVILEGE IN RESPECT OF RIGHTS
WITH RESPECT TO WHICH THE PRIMARY SUBSCRIPTION WAS EXERCISED AND DELIVERED
THROUGH THE FACILITIES OF THE DEPOSITORY TRUST COMPANY. ALL OTHER EXERCISES OF
OVER-SUBSCRIPTION PRIVILEGES MUST BE EFFECTED BY THE DELIVERY OF THE
SUBSCRIPTION CERTIFICATE.
____________________________
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN
HARRIS & HARRIS GROUP, INC.'S PROSPECTUS DATED [ ], 2002 AND ARE INCORPORATED
HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM
THE INFORMATION AGENT AND THE SUBSCRIPTION AGENT.
____________________________
VOID UNLESS RECEIVED BY THE SUBSCRIPTION AGENT WITH PAYMENT IN FULL
OR WITH A PROPERLY COMPLETED NOTICE OF GUARANTEED DELIVERY BY 5:00 P.M., NEW
YORK CITY TIME, ON [ ], 2002, UNLESS EXTENDED.
____________________________
1. The undersigned hereby certifies to Harris & Harris Group, Inc.
(the "Company") and The Bank of New York that it is a participant in The
Depository Trust Company ("DTC") and that it has either:
(a) exercised all of its rights under the primary subscription
and delivered these exercised rights to The Bank of New York
by way of transfer to its DTC account or
(b) delivered to The Bank of New York a Notice of Guaranteed
Delivery relating to the exercise of primary subscription
rights and will deliver these rights to The Bank of New York
by way of transfer to its DTC account.
2. The undersigned hereby certifies to the Company and The Bank of
New York that it owned shares of capital stock on [ ], 2002, the ("Record
Date").
3. The undersigned hereby exercises the over-subscription privilege
to purchase available shares of capital stock and certifies to the Company and
The Bank of New York that it is exercising the over-subscription privilege on
behalf of the account or accounts of persons (which may include the
undersigned) that have exercised all primary subscription rights.
4. The undersigned certifies that:
(a) The Bank of New York must receive payment of the
subscription price of $2.25 for each share of capital stock
subscribed for under the over-subscription privilege before
5:00 p.m., New York City time, on [ ], 2002 (unless
extended) or
(b) if a Notice of Guaranteed Delivery is used, payment in full
must be made by the close of business (5:00 p.m., New York
City time) on [ ], 2002.
(CONTINUED ON OTHER SIDE)
____________________________________________________________________________
Primary Subscription Confirmation Number
____________________________________________________________________________
DTC Participant Number
____________________________________________________________________________
Name of DTC Participant
Registration into which shares of capital stock, interest and/or refund
checks should be issued:
Name: _______________________________________________________________________
______________________________________________________________________
Address: ____________________________________________________________________
Certified TIN: ______________________________________________________________
By __________________________________________________________________________
Name:
Title:
Contact Name: _______________________________________________________________
Phone Number: _______________________________________________________________
Date:_________________, 2002
PLEASE ATTACH A BENEFICIAL OWNER LISTING CONTAINING THE RECORD DATE POSITION
OF RIGHTS OWNED, THE NUMBER OF PRIMARY SHARES SUBSCRIBED AND THE NUMBER OF
OVER-SUBSCRIPTION SHARES REQUESTED BY EACH OWNER.