UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e) (2)
[ ] Definitive Proxy Statement
[ X ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-69e) (2))
HARRIS & HARRIS GROUP, INC.
_________________________________________________________________
(Name of Registrant as Specified in its Charter)
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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14-a-6(i) (1) and 0-11.
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applies:
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2) Aggregate number of securities to which transaction
applies:
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3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
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[ ] Check box if any part of the fee is offset as provided
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filing for which the offsetting fee was paid
previously. Identify the previous filing for which the
offsetting fee was paid previously. Identify the
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4) Date Filed:
September 24, 2002
To Our Fellow Shareholders:
This letter is to inform you that our Annual Meeting of Shareholders,
previously scheduled for September 26, 2002, has been postponed until
October 15, 2002. The location of the Annual Meeting will now be the
Princeton Club, 15 West 43rd Street, New York, New York, in the
Nassau Room, and the time of the Meeting will be 9:00 a.m., New York
City time.
The reason for the postponement is to provide shareholders with
additional time to vote on all matters discussed in the Proxy Statement
dated August 26, 2002. A duplicate proxy card is enclosed for that
purpose. If you hold your shares through a bank or broker, you also
may be able to vote by toll-free telephone or on the internet. To do
so, please follow the simple instructions on the enclosed proxy card.
The Board of Directors has recommended a vote FOR all items on the
agenda. Because approval of Proposal 3, the financing proposal,
requires a majority vote of all outstanding shares, your vote is
especially important. Failure to vote on Proposal 3 will have the
same effect as a vote against it.
If you have not yet voted, or if you wish to change your vote, you
now have an additional opportunity to do so. Only your latest dated
vote will count, and we urge you to vote today.
We regret the inconvenience to those of you planning to attend the
Meeting in person. We believe we have an interesting program
planned, and we sincerely hope that you will try to join us on
Tuesday, October 15.
If you have questions or need assistance voting your shares, please
call Innisfree M & A Incorporated, the firm assisting us in the
solicitation of proxies, at 1-888-750-5834.
Sincerely,
/s/ Charles E. Harris
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Charles E. Harris
Chairman and Chief
Executive Officer
/s/ Mel P. Melsheimer
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Mel P. Melsheimer
President