<PAGE>
As filed with the Securities and Exchange Commission on
May 25, 1995
Registration No. 33-
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-----------------------
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 11-2534306
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1101 Pennsylvania Avenue, N.W., Suite 1010,
Washington, D.C. 20004
(Address of principal executive offices including zip code)
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
1992 INCENTIVE PLAN
(Full title of the plan)
Bernard A. Girod
President
1101 Pennsylvania Avenue, N.W., Suite 1010
Washington, D.C. 20004
(Name and address of agent for service)
(202) 393-1101
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=================================================================
TITLE OF PROPOSED PROPOSED AMOUNT OF
SECURITIES AMOUNT MAXIMUM MAXIMUM REGISTRATION
TO BE TO BE OFFERING PRICE AGGREGATE FEE
REGISTERED REGISTERED PER SHARE (2) OFFERING PRICE (2)
----------------------------------------------------------------
Common 400,000(1) $36.50 $14,600,000 $5,034.48
Stock, par
value $.01 per share
=================================================================
(1) Registrant has previously registered 500,000 shares of
Common Stock on its Registration Statement on Form S-8 (No.
33-60236). This Registration Statement is being filed to
register additional shares of Common Stock for issuance
under the Plan.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933,
this estimate is made solely for the purpose of calculating
the amount of the registration fee and is based on the
average of the high and low prices of the Common Stock on
the New York Stock Exchange on May 23, 1995.
Exhibit Index Appears on Page 5 Page 1 of 25
<PAGE>
PART II. Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by Harman
International Industries, Incorporated (the "Company") with the
Securities and Exchange Commission are incorporated herein by
reference:
(1) The Company's Registration Statement on Form S-8 (No.
33-60236) filed on March 29, 1993;
(2) Annual Report on Form 10-K for the fiscal year ended
June 30, 1994, filed on September 20, 1994 and amended
on December 2, 1994 and December 19, 1994;
(3) Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1994, filed on November 4, 1994 and
amended on December 19, 1994;
(4) Annual Report on Form 11-K for the Company's Retirement
Savings Plan for the fiscal year ended June 30, 1994,
filed on December 27, 1994;
(5) Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1994, filed on February 8, 1995 and
amended on February 14, 1995;
(6) Current Report on Form 8-K filed on March 14, 1995, and
amended by Form 8-K/A filed on May 8, 1995;
(7) Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1995, filed on May 15, 1995; and
(8) The description of the Company's Common Stock contained
in the Company's Registration Statement on Form S-3
(No. 33-50683) filed on October 20, 1993.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document that also is incorporated or deemed to be incorporated
by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
II-1 2
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Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of the
Company (filed as Exhibit 4.1 to Registrant's Form
S-3 Registration Statement No. 33-50683, and
incorporated herein by reference)
4.2 By-Laws of the Company (filed as Exhibit 4(b) to
Registrant's Form S-8 Registration Statement No.
33-60236, and incorporated herein by reference)
4.3 Amended and Restated Harman International
Industries, Incorporated 1992 Incentive Plan, as
amended by Amendment No. 1
5 Opinion of Counsel
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (set forth at page II-3 of this
Registration Statement)
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing this
Registration Statement on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Northridge, State of California, on this 25th day of May, 1995.
HARMAN INTERNATIONAL
INDUSTRIES, INCORPORATED
By: /s/ Bernard A. Girod
--------------------
Bernard A. Girod
President, Chief Operating
Officer, Chief Financial
Officer and Secretary
II-2 3
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KNOW ALL MEN BY THESE PRESENTS, that each of the directors
and officers of the Company whose signatures are set forth below
hereby (1) constitutes and appoints Dr. Sidney Harman and Mr.
Bernard A. Girod, jointly and severally, as his or her agent and
attorney-in-fact with full power of substitution and
resubstitution to (a) sign and file on his or her behalf and in
his or her name, place and stead in any and all capacities any
and all (i) amendments, including post-effective amendments, to
this Registration Statement and any and all exhibits thereto and
(ii) other documents to be filed with the Securities and Exchange
Commission with respect to the securities covered by this
Registration Statement and (b) do and perform any and all other
lawful acts and deeds whatsoever that may be necessary or
required in the premises and (2) ratifies and approves any and
all lawful actions that may be taken pursuant hereto by either or
both of the above-named agents and attorneys-in-fact or their
substitutes.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/Sidney Harman
----------------------
Sidney Harman Chairman of the Board and May 25, 1995
Chief Executive Officer
(Principal Executive Officer)
/s/Bernard A. Girod
----------------------
Bernard A. Girod Director, President, Chief May 25, 1995
Operating Officer, Chief
Financial Officer and
Secretary (Principal
Financial and Accounting
Officer)
/s/Shirley M. Hufstedler
------------------------
Shirley M. Hufstedler Director May 8, 1995
/s/Edward H. Meyer
----------------------
Edward H. Meyer Director May 5, 1995
/s/Alan Patricof
----------------------
Alan Patricof Director May 25, 1995
II-3 4
<PAGE>
EXHIBIT INDEX
Page Number
in
Sequentially
Exhibit Numbered
Number Exhibit Description Copy
4.1 Restated Certificate of Incorporation
of the Company (filed as Exhibit 4.1
to Registrant's Form S-3 Registration
Statement No. 33-50683 and
incorporated herein by reference) I/B/R
4.2 By-Laws of the Company (filed as
Exhibit 4(b) to Registrant's Form
S-8 Registration Statement No. 33-
60236 and incorporated herein
by reference) I/B/R
4.3 Amended and Restated Harman
International Industries,
Incorporated 1992 Incentive
Plan, as amended by Amendment No. 1 6
5 Opinion of Counsel 22
23.1 Consent of Independent Auditors 24
23.2 Consent of Counsel
(included in Exhibit 5) 22
24 Power of Attorney
(set forth at page II-3 of
this Registration Statement) 4
5
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Exhibit 4.3
6
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Exhibit 4.3
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
1992 Incentive Plan
1. Purpose. The Harman International Industries, Incorporated
1992 Incentive Plan is an amendment and restatement of such plan that
was adopted on November 10, 1992. The purpose of this Plan is to
attract and retain officers, key employees and Non-Officer Directors
for Harman International Industries, Incorporated, a Delaware
corporation (the "Company"), and its Subsidiaries and to provide to
such persons incentives and rewards for superior performance.
2. Definitions. As used in this Plan,
"Appreciation Right" means a right granted pursuant to
Paragraph 5 of this Plan.
"Board" means the Board of Directors of the Company.
"Committee" means the committee of the Board referred to in
Paragraph 13 of this Plan.
"Common Stock" means the common stock, par value $0.01 per
share, of the Company or any security into which such
Common Stock may be changed by reason of any transaction or
event of the type described in Paragraph 10 of this Plan.
"Date of Grant" means the date specified by the Committee
on which a grant of Option Rights, Appreciation Rights or
Performance Units or a grant or sale of Restricted Stock
shall become effective (which date shall not be earlier
than the date on which the Committee takes action with
respect thereto), including the date on which an automatic
grant of Option Rights to a Non-Officer Director becomes
effective pursuant to Section 8 of this Plan.
"Effective Date" means November 10, 1992.
"Eligible Participant" means a person who is selected by
the Committee to receive benefits under this Plan and (a)
who is at the time an officer or key employee of the
Company or any of its Subsidiaries, (b) who has agreed to
commence serving in any of such capacities within 90 days
of the Date of Grant or (c) who is at the time a consultant
of the Company or any of its Subsidiaries.
"Less-Than-80-Percent Subsidiary" means a Subsidiary with
respect to which the Company, directly or indirectly, owns
or controls less than eighty percent of the total combined
voting or other decision-making power.
7
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"Management Objectives" means the achievement objectives
established pursuant to Paragraph 7 of this Plan for
Eligible Participants who have received grants of
Performance Units.
"Market Value Per Share" means the fair market value of the
Common Stock as determined by the Committee from time to
time.
"Non-Officer Director" means a member of the Board who is
not an officer or employee of the Company or any
Subsidiary.
"Optionee" means the optionee named in an agreement
evidencing an outstanding Option Right.
"Option Right" means the right to purchase a share of
Common Stock upon exercise of an option granted pursuant to
Paragraph 4 of this Plan.
"Performance Period" means, in respect of a Performance
Unit, a period of time established pursuant to Paragraph 7
of this Plan within which the Management Objectives
relating to such Performance Unit are to be achieved.
"Performance Unit" means a unit equivalent to U.S. $100.00
awarded pursuant to Paragraph 7 of this Plan.
"Restricted Stock" means shares of Common Stock granted or
sold pursuant to Paragraph 6 of this Plan as to which
neither the substantial risk of forfeiture nor the
prohibition on transfers referred to therein has expired.
"Return on Consolidated Equity" means a fraction (expressed
as a percentage), the numerator of which is the net income
of the Company as set forth in the Company's audited
consolidated financial statements and the denominator of
which is the Company's shareholders' equity at the
beginning of the fiscal year plus the Company's
shareholders' equity at the end of the fiscal year, divided
by two.
"Rule 16b-3" means Rule 16b-3 of the Securities and
Exchange Commission promulgated under Section 16 of the
Securities Exchange Act of 1934, as amended (or any
successor rule to the same effect), as in effect from time
to time.
2 8
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"Spread" means the excess of the Market Value Per Share of
Common Stock on the date when an Appreciation Right is
exercised over the option price provided for in the related
Option Right.
"Subsidiary" means a corporation, partnership, joint
venture, unincorporated association or other entity in
which the Company has a direct or indirect ownership or
other equity interest; provided, however, for purposes of
determining whether any person may be an Eligible
Participant for purposes of any grant of Incentive Stock
Options, "Subsidiary" means any corporation in which the
Company owns or controls, directly or indirectly, more than
fifty percent of the total combined voting power
represented by all classes of stock issued by such
corporation.
3. Shares and Units Available Under Plan. The shares of
Common Stock which may be (a) sold or transferred upon the exercise
of Option Rights or Appreciation Rights, (b) awarded or sold as
Restricted Stock and released from substantial risks of forfeiture
thereof or (c) transferred in payment of Performance Units which have
been earned, shall not exceed in the aggregate 900,000 shares,
subject to adjustment as provided in Paragraph 10 of this Plan. Such
shares may be shares of original Issuance or treasury shares or a
combination of the foregoing. Upon exercise of any Appreciation
Rights, there shall be deemed to have been transferred under this
Plan the number of shares of Common Stock covered by the related
Option Rights, regardless of whether such Appreciation Rights were
paid in cash or in shares of Common Stock. For purposes of this
Section 3, Restricted Stock shall be deemed to have been issued or
transferred at the earlier of the time when such shares are no longer
subject to a substantial risk of forfeiture or when any dividends are
paid thereon. No more than 900,000 Performance Units will be paid in
cash under the 1992 Plan.
4. Option Rights. The Committee may, from time to time and
upon such terms and conditions as it may determine, grant to Eligible
Participants options to purchase shares of Common Stock. Without
limiting the foregoing, each such grant may utilize any or all of the
authorizations, and shall be subject to all of the limitations,
contained in the following provisions:
(a) Each grant shall specify the number of shares of Common
Stock to which it pertains.
(b) Each grant shall specify an option price per share not less
than the Market Value Per Share on the Date of Grant.
(c) Each grant shall specify the form of consideration to be
paid in satisfaction of the option price and the manner of
payment of such consideration, which may include (i) cash
3 9
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in the form of currency or check or other cash
equivalent acceptable to the Corporation, (ii) shares
of nonforfeitable, unrestricted Common Stock, which
are already owned by the Optionee and have a value at
the time of exercise that is equal to the option
price, (iii) any other legal consideration that the
Committee may deem appropriate, including without
limitation any form of consideration authorized under
Section 4(d) below, on such basis as the Committee may
determine in accordance with this Plan and (iv) any
combination of the foregoing.
(d) On or after the Date of Grant of any Option Rights, the
Committee may determine that payment of the option price
may also be made in whole or in part in the form of
Restricted Stock or other Common Shares that are subject to
risk of forfeiture or restrictions on transfer. Unless
otherwise determined by the Committee on or after the Date
of Grant, whenever any option price is paid in whole or in
part by means of any of the forms of consideration
specified in this Section 4(d), the Common Stock received
by the Optionee upon the exercise of the Option Rights
shall be subject to the same risks of forfeiture or
restrictions on transfer as those that applied to the
consideration surrendered by the Optionee; provided,
however, that such risks of forfeiture and restrictions on
transfer shall apply only to the same number of shares of
Common Stock received by the Optionee as applied to the
forfeitable or restricted Common Stock surrendered by the
Optionee.
(e) Any grant may provide for deferred payment of the option
price from the proceeds of sale through a bank or broker of
some or all of the Common Stock to which the exercise
relates.
(f) Successive grants may be made to the same Eligible
Participant whether or not any Option Rights previously
granted to such Eligible Participant remain unexercised.
(g) Each grant shall specify the period or periods of
continuous service by the Optionee with the Company or any
Subsidiary which is necessary (as consideration to the
Company) before the Option Rights or installments thereof
will become exercisable.
(h) Option Rights granted under this Plan may be (i) options
which are intended to qualify under particular provisions
of the Internal Revenue Code of 1986, as amended from time
to time ("Code"), provided, however, that consultants to
the Company or any of its Subsidiaries shall not be
eligible to receive incentive stock options, (ii) options
4 10
<PAGE>
which are not intended to so qualify, or (iii)
combinations of the foregoing.
(i) No Option Right shall be exercisable more than ten years
from the Date of Grant.
(j) Each grant of Option Rights shall be evidenced by an
agreement executed on behalf of the Company by any officer
and delivered to the Optionee and containing such terms and
provisions, consistent with this Plan, as the Committee may
approve, including providing for the acceleration of any
vesting period for such Option Rights in the event of a
change in control of the Company or other similar
transaction or event.
(k) No Eligible Participant shall be granted Option Rights (or
Appreciation Rights in respect of Option Rights) for more
than 300,000 shares of Common Stock in any one fiscal year
of the Company, subject to adjustments provided in Section
10 of this Plan.
5. Appreciation Rights. The Committee may, from time to time
and upon such terms and conditions as it may determine, also grant to
any Optionee Appreciation Rights in respect of Option Rights granted
hereunder. An Appreciation Right shall be a right of the Optionee,
exercisable by surrender of the related Option Right, to receive from
the Company an amount which shall be determined by the Committee, and
shall be expressed as a percentage of the Spread (not exceeding one
hundred percent) at the time of exercise. Without limiting the
foregoing, each such grant may utilize any or all of the
authorizations, and shall be subject to all of the limitations,
contained in the following provisions:
(a) Any grant may specify that the amount payable on exercise
of an Appreciation Right may be paid by the Company in
cash, in shares of Common Stock, or in any combination
thereof, and may either grant to the Optionee or retain in
the Committee the right to elect among those alternatives;
provided, however, that if the right to elect among those
alternatives is granted to the Optionee, the Committee
shall have sole discretion to consent to or disapprove the
Optionee's election to receive cash in full or partial
settlement of an Appreciation Right, which consent or
disapproval may be given at any time after the election to
which it relates.
(b) Any grant may specify that the amount payable on exercise
of an Appreciation Right (valuing shares of Common Stock
for this purpose at their Market Value Per Share at the
date of exercise) may not exceed a maximum specified by the
Committee at the Date of Grant.
5 11
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(c) Any grant may specify waiting periods before exercise and
permissible exercise dates or periods, and shall provide
that no Appreciation Right may be exercised except at a
time when the related Option Right is also exercisable and
at a time when the Spread is positive.
(d) Any grant may specify that an Appreciation Right may be
exercised only in the event of a change in control of the
Company or other similar transaction or event.
(e) Each grant may specify that the Committee may at any time
amend, suspend or terminate any notification or document
evidencing Appreciation Rights (provided that, in the case
of an amendment, the amended Appreciation Rights shall
conform to the provisions of this Plan).
(f) Each grant of Appreciation Rights shall be evidenced by a
notification executed on behalf of the Company by any
officer and delivered to and accepted by the Optionee,
which notification shall describe such Appreciation Rights,
identify the related Option Rights, state that such
Appreciation Rights are subject to all the terms and
conditions of this Plan, and contain such other terms and
conditions, consistent with this Plan, as the Committee may
approve.
6. Restricted Stock. The Committee may, from time to time and
upon such terms and conditions as it may determine, also grant or
sell to Eligible Participants Restricted Stock. Without limiting the
foregoing, each such grant or sale may utilize any or all of the
authorizations, and shall be subject to all of the limitations,
contained in the following provisions:
(a) Each such grant or sale shall constitute an immediate
transfer of the ownership of shares of Common Stock to the
Eligible Participant in consideration of the performance of
services, entitling such Eligible Participant to voting,
dividend and other ownership rights, but subject to the
substantial risk of forfeiture and restrictions on transfer
hereinafter referred to.
(b) Each such grant or sale may be made without additional
consideration or in consideration of a payment by such
Eligible Participant that is less than Market Value Per
Share at the Date of Grant.
(c) Each such grant or sale shall provide that the shares of
Restricted Stock covered by such grant or sale shall be
subject, for a period to be determined by the Committee at
the Date of Grant, to a "substantial risk of forfeiture"
within the meaning of Section 83 of the Code, and the
regulations of the Internal Revenue Service thereunder for
6 12
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a period to be determined by the Committee on the Date
of Grant, and any grant or sale may provide for the
earlier termination of such period in the event of a
change in control of the Company or other similar
transaction or event.
(d) Each such grant or sale shall provide that during the
period for which such substantial risk of forfeiture is to
continue, the transferability of the Restricted Stock shall
be prohibited or restricted in a manner and to the extent
prescribed by the Committee at the Date of Grant (which
restrictions may include, without limiting the generality
of the foregoing, rights of repurchase or first refusal in
the Company or provisions subjecting the Restricted Stock
to a continuing substantial risk of forfeiture in the hands
of any transferee).
(e) Each grant or sale of Restricted Stock shall be evidenced
by an agreement executed on behalf of the Company by any
officer and delivered to and accepted by the Eligible
Participant and shall contain such terms and conditions,
consistent with this Plan, as the Committee may approve.
7. Performance Units. The Committee may, from time to time
and upon such terms and conditions as it may determine, also grant
Performance Units which will become payable to an Eligible
Participant upon achievement of specified Management Objectives.
Without limiting the foregoing, each such grant may utilize any or
all of the authorizations, and shall be subject to all of the
limitations, contained in the following provisions:
(a) Each grant shall specify the number of Performance Units to
which it pertains.
(b) The Performance Period with respect to each Performance
Unit shall be such period of time commencing with the Date
of Grant as shall be determined by the Committee at the
time of grant.
(c) Each grant shall specify the Management Objectives that are
to be achieved by the Eligible Participant, which may be
described in terms of Company-wide objectives or objectives
that are related to performance of the division or
Subsidiary in which such Eligible Participant is employed.
(d) Each grant shall specify a minimum acceptable level of
achievement in respect of the specified Management
Objectives below which no payment will be made and shall
set forth a formula for determining the amount of payment
to be made if performance is at or above such minimum, but
short of full achievement of the Management Objectives.
7 13
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(e) Each grant shall specify the time and manner of payment
(whether in cash, shares of Common Stock or a combination
thereof) of Performance Units which have been earned.
(f) The Committee may adjust Management Objectives and the
related minimum acceptable level of achievement if, in the
sole judgment of the Committee, events or transactions have
occurred after the Date of Grant which are unrelated to the
performance of the Eligible Participant and result in
distortion of the Management Objectives or the related
minimum.
(g) Any grant may specify that a Performance Unit may become
payable in the event of a change in control of the Company
or other similar transaction or event.
(h) Each grant of Performance Units shall be evidenced by a
notification executed on behalf of the Company by any
officer and delivered to and accepted by the Eligible
Participant, which notification shall describe the
Performance Units, state that such Performance Units are
subject to all the terms and conditions of this Plan, and
contain such other terms and conditions, consistent with
this Plan, as the Committee may approve.
8. Automatic Grants of Nonqualified Stock Options to Non-
Officer Directors. Non-Officer Directors may only receive grants or
awards under this Plan pursuant to the terms of this Section. If the
Plan is approved by the requisite vote of the stockholders of the
Company, Option Rights shall be automatically granted to Non-Officer
Directors as follows:
(a) On the Effective Date of this Plan, an Option Right to
purchase 5,000 shares of Common Stock shall be granted to
each person who immediately after the annual meeting on
that date was an incumbent Non-Officer Director for each of
the five years preceding the Effective Date, and an Option
Right to purchase 3,000 shares of Common Stock shall be
granted to any other person who immediately after the
annual meeting on that date was an incumbent Non-Officer
Director for less than five years.
(b) With respect to each person who first becomes a Non-Officer
Director after the Effective Date of this Plan, an Option
Right to purchase 3,000 shares of Common Stock shall be
granted on the date such person first becomes a Non-Officer
Director.
(c) Immediately after each annual meeting following the
Effective Date (excluding the annual meeting held on the
Effective Date), an Option Right to purchase 1,500 shares
of Common Stock shall be granted to each Non-Officer
8 14
<PAGE>
Director for so long as he or she continues to be a
Non-Officer Director.
(d) Option Rights, in addition, shall be automatically granted
to each Non-Officer Director at each annual meeting of the
Company based on the Company's Return on Consolidated
Equity as reported in the Company's annual audited
financial statements, as follows: either (i) for a Return
on Consolidated Equity of at least ten percent but less
than fifteen percent, each Non-Officer Director shall
receive an Option Right to purchase 750 shares of Common
Stock; or (ii) for a Return on Consolidated Equity of
fifteen percent or more, each Non-Officer Director shall
receive an Option Right to purchase 1,500 shares of Common
Stock.
(e) Each such grant shall be evidenced by an agreement in such
form as shall be approved by the Committee, and shall be
subject to the following additional terms and conditions:
(i) The option price per share for which each such
Option Right is exercisable shall be 100 percent of the
Market Value Per Share on the Date of Grant.
(ii) Each such Option Right shall become exercisable
to the extent of one-fifth of the number of shares covered
thereby one year after the Date of Grant and to the extent
of an additional one-fifth of such shares after each of the
next four successive years thereafter. Such Option Rights
shall become exercisable in fill immediately in the event
of a change in control of the Company. Each such Option
Right granted under the Plan shall expire ten years from
the Date of Grant and shall be subject to earlier
termination as hereinafter provided.
(iii) In the event of the termination of service on
the Board by the holder of any such Option Rights, other
than by reason of disability or death as set forth in
subparagraph (iv) hereof, the then outstanding Option
Rights of such holder may be exercised only to the extent
that they were exercisable on the date of such termination
and shall expire 90 days after such termination, or on
their stated expiration date, whichever occurs first.
(iv) In the event of the death or disability of the
holder of any such Option Rights, each of the then
outstanding Option Rights of such holder may be exercised
at any time within one year after such death or disability,
but in no event after the expiration date of the term of
such Option Rights.
9 15
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(v) If a Non-Officer Director subsequently becomes an
officer or employee of the Company or a Subsidiary while
remaining a member of the Board, any Option Rights then
held under the Plan by such individual shall not be
affected thereby.
(vi) Option Rights may be exercised by a Non-Officer
Director only upon payment to the Company in full of the
option price of the Common Stock to be delivered. Such
payment shall be made in cash or in Common Stock previously
owned by the optionee for more than six months, or in a
combination of cash and such Common Stock.
9. Transferability. No Option Right or Appreciation Right
shall be transferable by an Optionee other than by will or the laws
of descent and distribution. Option Rights and Appreciation Rights
shall be exercisable during the Optionee's lifetime only by him (or
by his or her guardian or legal representative acting under state law
and court supervision).
10. Adjustments. The Committee may make or provide for such
adjustments in the numbers of shares of Common Stock covered by
outstanding Option Rights and Appreciation Rights granted hereunder,
in the prices per share applicable to such Option Rights and
Appreciation Rights and in the kind of shares covered thereby, as the
Committee in its sole discretion, exercised in good faith, may
determine is equitably required to prevent dilution or enlargement of
the rights of Optionees that otherwise would result from (a) any
stock dividend, stock split, combination of shares, recapitalization
or other change in the capital structure of the Company, or (b) any
merger, consolidation, spin-off, reorganization, partial or complete
liquidation, issuance of rights or warrants to purchase securities,
or (c) any other corporate transaction or event having an effect
similar to any of the foregoing. In the event of any such transaction
or event, the Committee may provide in substitution for any or all
outstanding grants or awards under this Plan such alternative
consideration as it may in good faith determine to be equitable under
the circumstances and may require in connection therewith the
surrender of all awards so replaced. Moreover, the Committee may on
or after the Date of Grant provide in the agreement evidencing any
grant or award under this Plan that the holder of the grant or award
may elect to receive an equivalent grant or award in respect of
securities of the surviving entity of any merger, consolidation or
other transaction or event having a similar effect, or the Committee
may provide that the holder will automatically be entitled to receive
such an equivalent grant or award. The Committee may also make or
provide for such adjustments in the number of shares specified in
Paragraph 3 of this Plan and in the number of shares under options to
be granted automatically pursuant to Section 8 of this Plan as the
Committee in its sole discretion,
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exercised in good faith, may determine is appropriate to reflect any
transaction or event described in the preceding sentence.
11. Fractional Shares. The Company shall not be required to
issue any fractional share of Common Stock pursuant to this Plan. The
Committee may provide for the elimination of fractions or for the
settlement of fractions in cash.
12. Withholding Taxes. To the extent that the Company is
required to withhold federal, state, local or foreign taxes in
connection with any payment made or benefit realized by an Eligible
Participant or other person under this Plan, and the amounts
available to the Company for such withholding are insufficient, it
shall be a condition to the receipt of such payment or the
realization of such benefit that the Eligible Participant or such
other person make arrangements satisfactory to the Company for
payment of the balance of such taxes required to be withheld. At the
discretion of the Committee, such arrangements may include
relinquishment of a portion of such benefit. The Company and any
Participant or such other person may also make similar arrangements
with respect to the payment of any taxes with respect to which
withholding is not required.
13. Participation by Employees of a Less-Than-80-Percent
Subsidiary. As a condition to the effectiveness of any grant or
award to be made hereunder to a Eligible Participant who is an
employee of a Less-Than-80-Percent Subsidiary, regardless whether
such Eligible Participant is also employed by the Company or another
Subsidiary, the Committee may require the Less-Than-80-Percent
Subsidiary to agree to transfer to the Eligible Participant (as, if
and when provided for under this Plan and any applicable agreement
entered into between the Eligible Participant and the Less-Than-80-
Percent Subsidiary pursuant to this Plan) the Common Stock that would
otherwise be delivered by the Company upon receipt by the Less-Than-
80-Percent Subsidiary of any consideration then otherwise payable by
the Eligible Participant to the Company. Any such award may be
evidenced by an agreement between the Eligible Participant and the
Less-Than-80-Percent Subsidiary, in lieu of the Company, on terms
consistent with this Plan and approved by the Committee and the Less-
Than-80-Percent Subsidiary. All Common Stock so delivered by or to a
Less-Than-80-Percent Subsidiary will be treated as if they had been
delivered by or to the Company for purposes of Section 3 of this
Plan, and all references to the Company in this Plan shall be deemed
to refer to the Less-Than-80-Percent Subsidiary except with respect
to the definitions of the Board and the Committee and in other cases
where the context otherwise requires.
14. Certain Terminations of Employment. Notwithstanding any
other provision of this Plan to the contrary, in the event of
termination of employment by reason of death or disability, or in the
event of hardship or other special circumstances, of an
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Eligible Participant who holds an Option Right that is not
immediately and fully exercisable, any Restricted Stock as to which
the substantial risk of forfeiture or the prohibition or restriction
on transfer has not lapsed, or any Performance Units that have not
been fully earned, the Committee may in its sole discretion take any
action that it deems to be equitable under the circumstances or in
the best interests of the Company, including without limitation
waiving or modifying any limitation or requirement with respect to
any award under this Plan.
15. International Employees. In order to facilitate the making
of any grant or combination of grants under this Plan, the Committee
may provide for such special terms for awards to Eligible
Participants who are foreign nationals, or who are employed by the
Company or any Subsidiary outside of the United States of America, as
the Committee may consider necessary or appropriate to accommodate
differences in local law, tax policy or custom. Moreover, the
Committee may approve such supplements to, or amendments,
restatements or alternative versions of, this Plan as it may consider
necessary or appropriate for such purposes without thereby affecting
the terms of this Plan as in effect for any other purpose; provided,
however, that no such supplements, amendments, restatements or
alternative versions shall include any provisions that are
inconsistent with the terms of this Plan, as then in effect, unless
this Plan could have been amended to eliminate such inconsistency
without further approval by the shareholders of the Company.
16. Administration of the Plan.
(a) This Plan shall be administered by one or more committees
of the Board, as determined by the Company's Board of
Directors, each of which shall consist of not less than
three directors appointed by the Board, each of whom shall
be a "disinterested person" under Rule 16b-3. Each such
committee shall be deemed the "Committee" hereunder with
the limits of its authority as prescribed by the Board of
Directors. A majority of the Committee shall constitute a
quorum, and the action of the members of the Committee
present at any meeting at which a quorum is present, or
acts unanimously approved in writing, shall be the acts of
the Committee.
(b) The interpretation and construction by the Committee of any
provision of this Plan or of any agreement, notification or
document evidencing the grant of Option Rights,
Appreciation Rights, Restricted Stock or Performance Units
and any determination by the Board pursuant to any
provision of this Plan or of any such agreement,
notification or document shall be final and conclusive. No
member of the Committee or the Executive Committee shall be
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liable for any such action or determination made in
good faith.
17. Amendments, Etc.
(a) With the exception of the provisions of Section 8 relating
to the amount, price and timing of Option Rights, which may
only be amended by stockholder approval, this Plan may be
amended from time to time by the Board, but without further
approval by the stockholders of the Company no such
amendment shall (i) increase the maximum number of shares
specified in Paragraph 3 of this Plan (except that
adjustments authorized by Paragraph 10 of this Plan shall
not be limited by this provision), (ii) change the
definition of "Eligible Participant", or (iii) otherwise
cause Rule 16b-3 to become inapplicable to this Plan. In
no event shall the provisions of Section 8 of the Plan
relating to the amount, price or timing of Option Rights be
amended more than once every 6 months except to comport
with changes in the Code or the regulations thereunder.
(b) The Committee may, with the concurrence of the affected
Optionee, cancel or amend any agreement evidencing Option
Rights granted under this Plan. In the event of
cancellation, the Committee may authorize the granting of
new Option Rights (which may or may not cover the same
number of shares which had been the subject of the prior
agreement) in such manner, at such option price and subject
to the same terms, conditions and discretion as would have
been applicable under this Plan had the cancelled Option
Rights not been granted.
(c) The Committee may, in its sole discretion, accelerate the
time at which any Option Right or Appreciation Right may be
exercised or the time at which any substantial risk of
forfeiture or prohibition or restriction on transfer will
lapse or the time at which any Performance Units will be
deemed to have been fully earned.
(d) In the event an Optionee shall intentionally commit an act
materially inimical to the interests of the Company or any
Subsidiary and the Committee in its sole discretion,
exercised in good faith, shall so find, notwithstanding any
other provision in this Plan the Committee may terminate as
of the time of such act any Option Rights or other benefits
under this Plan granted such Optionee.
(e) This Plan shall not confer upon any Eligible Participant
any right with respect to continuance of employment or
other service with the Company or any Subsidiary, nor shall
it interfere in any way with any right the Company or any
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Subsidiary would otherwise have to terminate such
Eligible Participant's employment or other service at
any time.
(f) This Plan is intended to comply with and be subject to Rule
16b-3 as in effect prior to May 1, 1991. The Committee may
at any time elect that this Plan shall be subject to Rule
16b-3 as in effect on or after May 1, 1991.
18. Ratification Date. This Plan was originally adopted by the
Board of Directors on September 8, 1992, and was approved by the
Company's stockholders and became effective on November 10, 1992.
This amendment and restatement was adopted by the Board of Directors
on August 30, 1994 and was approved by the Company's stockholders on
November 2, 1994. No Option Rights shall be granted under this Plan
subsequent to November 9, 2002. Option Rights outstanding subsequent
to November 9, 2002 shall continue to be governed by the provisions
of this Plan.
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AMENDMENT NO. 1
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
1992 INCENTIVE PLAN, as amended and restated
WHEREAS, the Board of Directors of the Corporation has
determined that it is in the best interests of the Corporation to
amend the 1992 Incentive Plan (the "Plan") to prohibit, without the
further approval of the stockholders of the Corporation, the
repricing of stock option rights or appreciation rights granted to
eligible participants under the Plan.
W I T N E S S E T H
Pursuant to Section 17 of the Plan, the Plan is hereby amended
to replace the following provision, but all other terms and
conditions of the Plan shall remain unaffected by this Amendment No.
1.
1. Section 17(b) of the Plan is amended in its entirety as
follows:
"(b) The Committee may, with the concurrence of the affected
Optionee, cancel or amend any agreement evidencing Option Rights
granted under this Plan. The Committee shall not, without the
further approval of the stockholders of the Corporation,
authorize the amendment of any outstanding Option Right to
reduce the option price or authorize the amendment of any
outstanding Appreciation Right to reduce the base price.
Furthermore, no Option Right or Appreciation Right shall be
cancelled by agreement between the Corporation and Eligible
Participant and replaced with an award having a lower option
price or base price without the further approval of the
stockholders of the Corporation.
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Exhibit 5
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Exhibit 5
May 25, 1995
Harman International Industries, Incorporated
1101 Pennsylvania Avenue, N.W., Suite 1010
Washington, D.C. 20004
Re: Registration Statement on Form S-8 for Harman
International Industries, Incorporated Relating
to 400,000 Shares of Common Stock, Par Value
$0.01 Per Share, Available for Issuance Pursuant
to its 1992 Incentive Plan, as amended
Ladies and Gentlemen:
We have acted as counsel for Harman International Industries,
Incorporated, a Delaware corporation (the "Company"), in connection
with the registration of 400,000 shares of common stock of the
Company, par value $0.01 per share (the "Shares"), available for
issuance pursuant to the Harman International Industries,
Incorporated 1992 Incentive Plan, as amended by Amendment No. 1 on
November 11, 1994 (the "Plan").
We have examined such documents, records and matters of law as
we have deemed necessary for the purposes of this opinion. Based
upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and sold pursuant to the Plan and
forms of award agreements that are duly authorized thereunder,
against payment of the consideration therefor at least equal to the
par value of such shares, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement on Form S-8 filed by the Company to effect
registration of the Shares under the Securities Act of 1933, as
amended.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
Jones, Day, Reavis & Pogue
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Exhibit 23.1
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Harman International Industries, Incorporated:
We consent to incorporation by reference in the Registration Statement
on Form S-8 of Harman International Industries, Incorporated of our
report dated August 12, 1994, relating to the consolidated balance
sheets of Harman International Industries, Incorporated and
subsidiaries as of June 30, 1994 and 1993, and the related consolidated
statements of operations, cash flows and shareholders' equity and
related schedules for each of the years in the three year period ended
June 30, 1994, which report appears in the June 30, 1994 annual report
on Form 10-K of Harman International Industries, Incorporated and our
report dated October 7, 1994, relating to the statements of net assets
available for Plan benefits of the Harman International Industries,
Incorporated Retirement Savings Plan as of June 30, 1994 and 1993, and
the related statements of changes in net assets available for Plan
benefits for the years then ended, which report appears in the June 30,
1994 annual report on Form 11-K of Harman International Industries,
Incorporated Retirement Savings Plan.
KPMG Peat Marwick LLP
Los Angeles, California
May 25, 1995
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