<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1996
REGISTRATION NO. 333-
============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
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 OF INCORPORATION) (I.R.S. EMPLOYER ID. NO.)
1101 PENNSYLVANIA AVENUE, N.W. BERNARD A. GIROD
SUITE 1010 HARMAN INTERNATIONAL INDUSTRIES,
WASHINGTON, D.C. 20004 INCORPORATED
(202) 393-1101 1101 PENNSYLVANIA AVENUE, N.W., SUITE 1010
(ADDRESS AND TELEPHONE NUMBER OF WASHINGTON, D.C. 20004
REGISTRANT'S PRINCIPAL EXECUTIVE (202) 393-1101
OFFICES) (NAME, ADDRESS AND TELEPHONE NUMBER
OF AGENT FOR SERVICE)
----------------
COPIES TO:
ROBERT A. PROFUSEK, ESQ. LAURA PALMA, ESQ.
JONES, DAY, REAVIS & POGUE SIMPSON THACHER & BARTLETT
599 LEXINGTON AVENUE 425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10017
(212) 326-3939 (212) 455-2000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [_]
If this form is a post effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share........ 4,600,000 shares $47.56 $218,787,500 $75,443.97
===========================================================================
</TABLE>
(1) Includes 600,000 shares of Common Stock subject to the Underwriters'
over-allotment options.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, and is
based on the average of the high and low prices of the Common Stock on the
New York Stock Exchange on April 30, 1996.
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND
EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
===========================================================================
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A+
+ REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE+
+ SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY+
+ OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT+
+ BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR+
+ THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE+
+ SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE+
+ UNLAWFUL PRIOR TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES+
+ LAWS OF ANY STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED MAY 6, 1996
4,000,000 SHARES
[LOGO OF
HARMAN INTERNATIONAL HARMAN INTERNATIONAL
APPEARS HERE] INDUSTRIES, INCORPORATED
COMMON STOCK
Of the 4,000,000 shares of Common Stock offered hereby, 2,000,000 shares are
being sold by the Company and 2,000,000 shares are being sold by the Selling
Stockholders (the "Offering"). See "Selling Stockholders." The Company will not
receive any of the proceeds from the sale of shares of Common Stock by the
Selling Stockholders. The Common Stock of the Company is traded on the New York
Stock Exchange (the "NYSE") under the symbol "HAR." On May 3, 1996, the last
reported sale price of the Common Stock on the NYSE was $50.00 per share. See
"Price Range for Common Stock."
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
============================================================================
Underwriting
Price Discounts and Proceeds to Proceeds to
to Public Commissions (1) Company(2) Selling Stockholders
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share........... $ $ $ $
Total(3)............ $ $ $ $
============================================================================
</TABLE>
(1) See "Underwriting" for information concerning indemnification of the
Underwriters and other matters.
(2) Before deducting expenses of the Offering, which will be paid by the
Company, estimated at $675,000.
(3) The Company and the Selling Stockholders have granted to the Underwriters
30-day options to purchase up to 600,000 additional shares of Common Stock,
pro rata, solely to cover over-allotments, if any. If the Underwriters
exercise these options in full, Price to Public will total $ ,
Underwriting Discounts and Commissions will total $ , Proceeds to Company
will total $ and Proceeds to Selling Stockholders will total $ .
The shares of Common Stock are offered by the several Underwriters named
herein, as and if delivered to and accepted by the Underwriters and subject to
their right to reject any orders in whole or in part. It is expected that
delivery of the certificates representing such shares will be made against
payment therefor at the office of Montgomery Securities on or about May , 1996.
-----------
MONTGOMERY SECURITIES
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
LEHMAN BROTHERS
J.P. MORGAN & CO.
May , 1996
<PAGE>
The Infinity Compositions
Prelude loudspeaker system
[ART APPEARS HERE] provides home theatre and
musical playback through 4-way,
full range front speakers and
quadrapole surrounds.
JBL's EON is a series of compact, portable professional sound reinforcement
systems.
The Soundcraft Broadway digitally controlled audio console provides powerful
theatre audio production capabilities in a flexible automated desk.
The Mark Levinson Reference No. 33 Amplifier features
a vertical design to optimize power distribution and
operating temperature.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
COMMONSTOCK OF THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW
YORK STOCK EXCHANGE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED
AT ANY TIME.
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information appearing elsewhere and incorporated by reference in this
Prospectus. See "Available Information" and "Incorporation of Certain
Information by Reference." References to fiscal years shall mean the fiscal
year ended on June 30 of such year. Unless otherwise indicated, the information
in this Prospectus assumes no exercise of the Underwriters' over-allotment
options and that the Common Stock is offered to the public at $50.00 per share,
the closing sale price for the Common Stock on the NYSE on May 3, 1996, the
last full day of trading prior to the date of this Prospectus.
Except for historical information contained in this Prospectus and in the
documents incorporated in this Prospectus by reference, the matters discussed
herein and therein contain forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those
suggested in the forward-looking statements, including without limitation, the
effect of economic conditions, product demand, competitive products and other
risks detailed herein and in the Company's other filings with the Securities
and Exchange Commission (the "Commission"). See "Risk Factors."
THE COMPANY
Harman International Industries, Incorporated (together with its
subsidiaries, "Harman" or the "Company") is a worldwide leader in the design,
manufacture and marketing of high-quality, high-fidelity audio products
targeted primarily at the consumer, professional and original equipment
manufacturer ("OEM") markets. For almost 50 years, the Company and its
predecessors have been leaders and innovators in creating loudspeaker and
electronic products that deliver superior sound. The Company believes that its
JBL, Infinity and Harman Kardon brand names are well-known worldwide for
premium quality and performance. In order to expand and capitalize upon this
reputation, Harman has invested significant management and capital resources
over the years in developing an international design, engineering,
manufacturing and marketing capability that enables it to respond effectively
to customer needs, assure product quality and increase manufacturing
efficiency.
In the last three years, the Company's operations have been repositioned to
provide better customer focus and improved efficiency. The Company's operations
are now centered around three primary Groups: the Consumer Group, the
Professional Group and the OEM Group. During this same three-year period, the
Company completed a number of strategic acquisitions to improve its competitive
position in terms of market, product and technology. These acquisitions include
AKG Akustische u. Kino-Gerate Gesellschaft m.b.H. ("AKG"), a leading
manufacturer of microphones based in Austria; Studer Revox AG ("Studer"), a
leading manufacturer of broadcast and recording systems based in Switzerland;
Becker GmbH ("Becker"), a high technology manufacturer of automotive head units
(radio/cassette deck/CD player units) based in Germany; and Madrigal Audio
Laboratories, Inc. ("Madrigal"), the manufacturer of one of the most
prestigious brands of consumer electronic products, Mark Levinson, based in
Connecticut. Through these acquisitions, the Company believes it has positioned
each Group to offer a more complete line of products, thereby enabling the
Company to compete more effectively in its markets.
STRATEGY AND OPPORTUNITIES
The Company's strategy emphasizes utilization of its strengths to establish a
strong worldwide market position in the consumer, professional and OEM high-
fidelity audio markets. Management believes that significant opportunities
exist in market segments where an in-depth knowledge of sound reproduction
coupled with strong digital signal processing and manufacturing capabilities
give Harman a competitive advantage.
3
<PAGE>
CONSUMER GROUP
The Company designs, manufactures and markets loudspeakers under the JBL and
Infinity brand names for the consumer market. The Company also designs,
manufactures and markets a broad range of consumer electronic products. During
fiscal 1995, the Company's principal consumer electronics division, Harman
Kardon, Incorporated ("Harman Kardon"), achieved record sales, and in the first
three quarters of fiscal 1996, sales increased substantially over sales in the
same period of fiscal 1995. The Company's principal loudspeaker divisions, JBL
Incorporated ("JBL") and Infinity Systems, Inc. ("Infinity"), also achieved
record sales in the nine months ended March 31, 1996. The Company continues to
capitalize on these strong brand names by targeting growing markets, such as
home theater, and by developing new and innovative products. The Company
continually seeks to improve its market position in its core loudspeaker
business by introducing new products that offer greater efficiency and reduced
size.
PROFESSIONAL GROUP
The Company is a leading manufacturer and marketer of professional audio
electronics equipment, including loudspeakers, amplifiers, mixing consoles,
signal processing equipment, microphones and effects devices. Such products are
marketed on a worldwide basis under various trade names, including JBL,
Soundcraft, Allen & Heath, DOD, Lexicon, AKG, dbx, BSS, Turbosound, Orban,
Spirit and Studer.
The acquisitions of AKG in September 1993 and Studer in March 1994 enable the
Professional Group to supply a complete range of professional audio products
and turnkey systems to the principal segments of the industry, including
broadcast and recording, sound reinforcement and musical instrument support.
The Professional Group is developing digital systems that are integrated by
means of a proprietary digital architecture that permits all of the components
to communicate and allows for a single point of control. The ability to
integrate all of the audio components in the system also provides the
opportunity for better performance and lower costs.
OEM GROUP
Automotive Audio Systems. Harman is one of the world's largest manufacturers
of premium branded automotive OEM audio systems. During the past few years, the
Company has invested heavily to streamline its manufacturing operations and
establish relationships with new customers. During fiscal 1995 and the first
three quarters of fiscal 1996, the Company's OEM Group recorded significant
sales increases due to an increase in the number of automobile models offering
the Company's audio systems and higher penetration levels within existing
models. The Company's largest automotive OEM customer, Chrysler, offers
Infinity branded audio systems as options in thirteen different models. During
fiscal 1995, the Company began selling Harman Kardon premium branded systems to
Saab, Jaguar and Range Rover. Through the acquisition of Becker in 1995,
Mercedes, BMW and Porsche were added as customers. During the first nine months
of fiscal 1996, the Company began to sell premium branded Harman Kardon systems
to BMW for the 3-Series and Infinity branded systems to Chrysler for the Jeep
Grand Cherokee and Minivan in Europe. Other customers include Ford, Mitsubishi
and Toyota.
The Company believes significant growth opportunities continue to exist in
the automotive OEM market through higher penetration levels within existing
models, increases in the number of models offering the Company's audio systems
and the addition of new automotive OEM customers. Furthermore, the acquisition
of Becker permits the OEM Group to offer completely integrated audio systems
that include the head unit, amplifiers, loudspeakers and associated electronics
for the first time. The Company believes this integrated audio system provides
a platform for further expansion into associated automotive electronic products
such as communication, security and navigation.
Audio for Computers. During the first nine months of fiscal 1996, the Company
began to design and manufacture branded audio systems and loudspeakers for
manufacturers of personal computers. The Company intends to develop such
computer OEM systems in parallel with its automotive OEM business.
4
<PAGE>
Through an alliance with Compaq Computer Corporation, the Company has designed
a series of audio systems that will be incorporated as standard equipment in
Compaq's new Presario line of personal computers. Engineering and design have
been in process for more than a year as Harman and Compaq sought to create
high-performance audio for computers. The Harman designed and manufactured
systems will be badged "JBL-Pro." First production began in a dedicated new
facility in Northridge, California in early May 1996.
Initial shipments of a complete Harman Kardon surround sound system were made
to Gateway 2000 during April 1996. The surround sound system is offered by
Gateway as an option on its new product, named Destination. The Destination
product is a new generation of "TV computers" that combines familiar personal
computer functions with traditional home high fidelity and television reception
functions. The software incorporated in Destination, which facilitates
reception of detailed television program information, has been developed by the
Company's Harman Interactive Group and is branded Harman Smart TV. The Company
is in discussions with a number of additional computer makers to whom it hopes
to market Harman Smart TV and OEM audio and loudspeaker systems.
The Company was incorporated in Delaware in 1980. The Company's principal
executive offices are located at 1101 Pennsylvania Avenue, NW, Suite 1010,
Washington, DC 20004. The Company's telephone number is (202) 393-1101.
RECENT DEVELOPMENTS
For the nine months ended March 31, 1996, the Company's sales and operating
income increased 19% and 20%, respectively, from the same period in the prior
year. The Company reported earnings per share of $2.17 for the nine months
ended March 31, 1996, compared to $1.74 for the nine months ended March 31,
1995. These significantly improved earnings were the result of strong sales by
all Groups, increased operating leverage and new products. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
5
<PAGE>
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered by the Company................. 2,000,000 shares
Common Stock offered by the Selling Stockholders.... 2,000,000 shares
Common Stock to be outstanding after the Offering... 18,270,953 shares(1)
Use of Proceeds by the Company...................... To repay outstanding indebtedness
NYSE Symbol......................................... HAR
</TABLE>
SUMMARY CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
FISCAL YEARS ENDED JUNE 30, MARCH 31,
------------------------------------------------- -----------------
1991 1992 1993 1994 1995 1995 1996
-------- -------- -------- -------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA(2):
Net sales.............................. $586,941 $604,454 $664,913 $862,147 $1,170,224 $827,818 $988,482
Gross profit........................... 136,613 164,622 190,563 269,162 364,081 260,598 300,831
Operating income.................. 3,385 27,547 41,255 66,332 87,449 62,031 74,417
Income (loss) before taxes, minority
interest and extraordinary items....(20,646) 5,893 18,570 42,686 61,157 41,339 51,612
Net income (loss)...................... (19,764) 3,487 11,246 25,664 41,161 27,466 35,253
Net income (loss) per common share...$(2.15) $.37 $ .99 $ 1.83 $ 2.58 $ 1.74 $ 2.17
Weighted average number of common
shares outstanding.................... 9,195 9,371 11,367 14,042 15,980 15,858 16,177
<CAPTION>
MARCH 31, 1996
-----------------------
ACTUAL AS ADJUSTED(3)
-------- --------------
(UNAUDITED)
<S> <C> <C>
BALANCE SHEET DATA:
Working capital..................................................................... $344,363 $344,363
Total assets........................................................................ 985,507 985,507
Short-term debt..................................................................... 34,763 34,763
Long-term debt...................................................................... 354,074 258,749
Shareholders' equity................................................................ 311,715 407,040
</TABLE>
- --------
(1) Excludes 1,172,538 shares of Common Stock issuable upon the exercise of
outstanding options as of April 30, 1996 with a weighted average exercise
price of $25.77 per share granted under the Company's various executive
incentive plans.
(2) All periods reflect the 5% stock dividend declared in August 1995.
(3) Adjusted to reflect the application of the estimated net proceeds from the
sale of 2,000,000 shares of Common Stock offered by the Company hereby and
the application of the net proceeds therefrom to repay outstanding
indebtedness. See "Use of Proceeds" and "Capitalization."
6
<PAGE>
RISK FACTORS
Prospective purchasers should carefully consider the following risk factors
and other information contained in this Prospectus in evaluating an investment
in the Common Stock offered hereby.
DEPENDENCE ON KEY CUSTOMERS
Sales to Chrysler accounted for 10.2% of the Company's consolidated net sales
for the nine months ended March 31, 1996. The Company's next largest customers,
Mercedes Benz, Circuit City and Ford, accounted for an aggregate of
approximately 20% of its consolidated net sales for the nine months ended March
31, 1996. The loss of any one of these significant customers could have a
material adverse effect on the Company.
DEPENDENCE ON CONSUMER SPENDING
The Company's sales are dependent to a substantial extent on discretionary
spending by consumers, which may be adversely impacted by economic conditions
affecting disposable consumer income and retail sales. In addition, sales of
the Company's audio products to the automotive OEM market are dependent on the
overall success of the automobile industry, as well as the willingness, in many
instances, of automobile purchasers to pay for the option of a premium branded
automotive audio system.
ACQUISITION STRATEGY
A significant element of the Company's growth strategy has been the
acquisition of complementary businesses. The Company anticipates that it may
continue to make such acquisitions from time to time to the extent they are
compatible with the Company's long-term strategy. The integration of newly
acquired businesses into the Company presents certain risks in addition to
those presented by growth through internal development, including additional
demands on management time and attention. In addition, certain of the Company's
acquisitions have been of businesses that had suffered losses prior to
acquisition by the Company, including AKG in September 1993, Studer in March
1994 and Becker in February 1995.
DEPENDENCE ON SUPPLIERS
The Company is dependent upon certain unaffiliated domestic and foreign
suppliers for various components, parts, raw materials and certain finished
products. Some of the Company's suppliers produce products that compete with
the Company's products. Although the Company believes that the loss of any one
or more of its suppliers would not have a long-term material adverse effect on
the Company because other suppliers would be able to fulfill the Company's
requirements, the loss of certain of such suppliers could, in the short term,
adversely affect the Company's business until alternative suppliers could be
activated. The Company has begun using multiple vendors and has thus limited
its reliance on any single supplier. Arrangements with foreign suppliers are
also subject to the risks of doing business abroad, such as import duties,
trade restrictions, work stoppages, foreign currency fluctuations, political
instability and other factors which could have an adverse effect on the
Company.
COMPETITION
The high fidelity audio products business is fragmented and highly
competitive. Many manufacturers, large and small, domestic and foreign, offer
audio systems that vary widely in price and quality and are marketed through a
variety of channels, including audio specialty stores, discount stores,
department stores and mail order firms. Certain competitors of the Company have
financial and other resources greater than those of the Company. There can be
no assurance that the Company will continue to compete effectively against
existing or new competitors that may enter its markets.
7
<PAGE>
CURRENCY EXCHANGE RATES
The Company's operations are subject to fluctuations in foreign currency
exchange rates. Significant assets and operations of the Company are located in
Europe and Asia. In addition, the Company purchases certain foreign-made
products. The Company hedges a portion of its foreign currency exposure and,
due to the multiple currencies involved in the Company's business, foreign
currency positions are partially offsetting and are netted against one another
to reduce exposure.
ANTI-TAKEOVER PROVISIONS
Certain provisions of the Company's Restated Certificate of Incorporation, as
amended (the "Certificate"), and its By-Laws, as amended (the "By-Laws"), may
make it more difficult for a third party to make, or may discourage a third
party from making, an acquisition proposal for the Company or initiating a
proxy contest and may thereby inhibit a change in control of the Company or the
removal of incumbent management or directors. See "Certain Provisions of the
Certificate, the By-Laws and Delaware Law."
8
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of 2,000,000 shares of Common Stock offered by
the Company, after deducting estimated underwriting discounts and offering
expenses, are estimated to be approximately $95,325,000 ($109,725,000 if the
Underwriters' over-allotment options are exercised in full) based on the
closing price of the Common Stock set forth on the cover page of this
Prospectus. The Company will not receive any of the proceeds from the sale of
shares of Common Stock by the Selling Stockholders.
The Company intends to use its net proceeds to repay a portion of the
outstanding indebtedness under its unsecured revolving credit facility due
September 2000 ($212.6 million outstanding as of March 31, 1996). As of March
31, 1996, the effective interest rate on the aggregate indebtedness to be
repaid with the net proceeds from the Offering was approximately 5.80%. After
the repayment of indebtedness described above, the Company will, on a pro forma
basis as of March 31, 1996, have an aggregate of $147.7 million of borrowing
capacity under its unsecured revolving credit facility and approximately $117.3
million of total borrowings outstanding. In September 1995, the Company
incurred $9.8 million of this indebtedness in the acquisition of Madrigal and
in March 1996 the Company incurred $7.6 million of this indebtedness as a
result of making the final payment for the acquisition of Becker.
PRICE RANGE FOR COMMON STOCK
The Company's Common Stock is traded on the NYSE under the symbol "HAR." The
following table sets forth, for the periods indicated, the high and low sale
prices of shares of the Common Stock as reported on the NYSE.
<TABLE>
<CAPTION>
FISCAL YEAR FISCAL QUARTER ENDED HIGH LOW
------------------- ----------------------------------- ------- -------
<S> <C> <C> <C>
1994 September 30, 1993................................ $20.953 $16.548
December 31, 1993................................. 27.858 17.977
March 31, 1994.................................... 32.024 25.953
June 30, 1994..................................... 29.763 23.334
1995 September 30, 1994................................ 33.334 24.048
December 31, 1994................................. 36.191 30.477
March 31, 1995.................................... 40.001 34.048
June 30, 1995..................................... 39.048 32.382
1996 September 30, 1995................................ 49.750 35.596
December 31, 1995................................. 48.875 39.750
March 31, 1996.................................... 41.250 32.000
June 30, 1996 (through May 3, 1996)............... 50.250 37.375
</TABLE>
DIVIDEND POLICY
No cash dividends were paid on the Company's Common Stock until a cash
dividend of $.04 per share was paid for the fourth quarter of fiscal 1994.
During fiscal 1995, the Company declared dividends of $.18 per share, with a
dividend of $.04 per share declared for each of the first two quarters and a
dividend of $.05 per share declared for the third and fourth quarters. During
the current fiscal year, dividends of $.05 per share have been declared for
each of the first three quarters. The third quarter dividend is to be paid on
May 29, 1996 to each stockholder of record as of the close of business on May
15, 1996. In addition, in August 1995 the Company declared a special 5% stock
dividend. In deciding whether to pay dividends in the future, the Company's
Board of Directors will consider factors it deems relevant, including the
Company's earnings and financial condition and its working capital and capital
expenditure requirements. Accordingly, past dividend payments are not
necessarily indicative of future dividends. In addition, the payment of
dividends is subject to certain restrictions contained in the Company's
revolving credit facility, indenture notes, senior notes and senior
subordinated notes. Management does not believe that such restrictions
materially limit the Company's ability to pay future dividends consistent with
its dividend history.
9
<PAGE>
CAPITALIZATION
The following table sets forth the short-term debt and capitalization of the
Company at March 31, 1996 and as adjusted to reflect the sale of 2,000,000
shares of Common Stock offered by the Company hereby at an assumed offering
price of $50.00 per share and the anticipated application of the estimated net
proceeds therefrom. See "Use of Proceeds."
<TABLE>
<CAPTION>
MARCH 31, 1996
---------------------
(UNAUDITED)
ACTUAL AS ADJUSTED
-------- -----------
(IN THOUSANDS,
EXCEPT
SHARE AMOUNTS)
<S> <C> <C>
Short-term debt:
Notes payable.......................................... $ 21,831 $ 21,831
Current portion of long-term debt...................... 12,932 12,932
-------- --------
Total short-term debt................................ $ 34,763 $ 34,763
======== ========
Long-term debt:
Senior notes........................................... $ 17,500 $ 17,500
Other senior debt...................................... 226,774 131,449
Senior subordinated notes.............................. 109,800 109,800
-------- --------
Total long-term debt................................. 354,074 258,749
Minority interest........................................ 3,896 3,896
Shareholders' equity:
Preferred Stock, $.01 par value; 5,000,000 shares au-
thorized; none issued and outstanding................. -- --
Common Stock, par value $0.01 per share; 50,000,000
shares authorized; 16,269,503 shares issued and
outstanding; 18,269,503 shares issued and outstanding,
as adjusted(1)........................................ 160 180
Additional paid-in capital............................. 182,950 278,255
Equity adjustment from foreign currency translation.... (2,621) (2,621)
Retained earnings...................................... 131,226 131,226
-------- --------
Shareholders' equity................................. 311,715 407,040
-------- --------
Total capitalization............................... $669,685 $669,685
======== ========
</TABLE>
- --------
(1) Excludes 1,169,988 shares of Common Stock issuable upon the exercise of
outstanding options as of March 31, 1996 with a weighted average exercise
price of $25.70 granted under the Company's various executive incentive
plans.
10
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data presented below as of and for each
of the fiscal years in the five-year period ended June 30, 1995 are derived
from the consolidated financial statements of the Company, which consolidated
financial statements have been audited by KPMG Peat Marwick LLP, independent
certified public accountants. The selected consolidated financial data
presented below for the nine-month periods ended March 31, 1996 and 1995 and as
of March 31, 1996 are derived from the unaudited condensed consolidated
financial statements of the Company. In the opinion of the Company's
management, such unaudited condensed consolidated financial statements include
all adjustments, consisting only of normal recurring adjustments, necessary for
a fair presentation of the consolidated financial position of the Company and
results of operations for the periods presented. The results of operations for
the nine-month period ended March 31, 1996 are not necessarily indicative of
results to be expected for the fiscal year ending June 30, 1996. The selected
consolidated financial data should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere in this Prospectus and the consolidated financial statements
of the Company and its subsidiaries incorporated herein by reference. See
"Incorporation of Certain Information by Reference."
<TABLE>
<CAPTION>
NINE MONTHS ENDED
FISCAL YEARS ENDED JUNE 30, MARCH 31,
-------------------------------------------------- ---------------------
1991 1992 1993 1994 1995 1995 1996
-------- -------- -------- --------- ---------- -------- -----------
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA(1):
Net sales.............. $586,941 $604,454 $664,913 $ 862,147 $1,170,224 $827,818 $988,482
Cost of sales.......... 450,328 439,832 474,350 592,985 806,143 567,220 687,651
-------- -------- -------- --------- ---------- -------- --------
Gross profit.......... 136,613 164,622 190,563 269,162 364,081 260,598 300,831
Selling, general and
administrative
expenses.............. 133,228 137,075 149,308 202,830 276,632 198,567 226,414
-------- -------- -------- --------- ---------- -------- --------
Operating income....... 3,385 27,547 41,255 66,332 87,449 62,031 74,417
Interest expense....... 23,917 21,075 23,566 22,110 25,284 19,064 21,682
Other expenses (in-
come)................. 114 579 (881) 1,536 1,008 1,628 1,123
-------- -------- -------- --------- ---------- -------- --------
Income (loss) before
taxes, minority inter-
est and extraordinary
item ................. (20,646) 5,893 18,570 42,686 61,157 41,339 51,612
Income tax expense
(benefit)............. (882) 2,406 7,324 16,248 19,642 13,466 16,332
Minority interest...... -- -- -- 26 80 133 27
-------- -------- -------- --------- ---------- -------- --------
Income (loss) before
extraordinary item.... (19,764) 3,487 11,246 26,412 41,435 27,740 35,253
Extraordinary item, net
of income taxes....... -- -- -- (748) (274) (274) --
-------- -------- -------- --------- ---------- -------- --------
Net income (loss)...... $(19,764) $ 3,487 $ 11,246 $ 25,664 $ 41,161 $ 27,466 $ 35,253
======== ======== ======== ========= ========== ======== ========
Income (loss) per
common share before
extraordinary item.... $ (2.15) $ .37 $ .99 $ 1.88 $ 2.60 $ 1.76 $ 2.17
======== ======== ======== ========= ========== ======== ========
Net income (loss) per
common share.......... $ (2.15) $ .37 $ .99 $ 1.83 $ 2.58 $ 1.74 $ 2.17
======== ======== ======== ========= ========== ======== ========
Weighted average number
of common shares
outstanding........... 9,195 9,371 11,367 14,042 15,980 15,858 16,177
<CAPTION>
JUNE 30,
-------------------------------------------------- MARCH 31,
1991 1992 1993 1994 1995 1996
-------- -------- -------- --------- ---------- -----------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital........ $ 80,649 $102,374 $147,492 $ 215,878 $ 257,564 $344,363
Total assets........... 359,402 415,909 431,726 680,691 886,872 985,507
Short-term debt........ 60,070 69,697 37,762 69,254 40,214 34,763
Long-term debt......... 132,809 132,675 175,583 156,577 266,021 354,074
Shareholders' equity... 80,781 111,241 111,149 232,021 289,490 311,715
</TABLE>
- --------
(1) All periods reflect the 5% stock dividend declared in August 1995.
11
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Except for historical information contained in this Prospectus and in the
documents incorporated in this Prospectus by reference, the matters discussed
herein and therein contain forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those
suggested in the forward-looking statements, including without limitation, the
effect of economic conditions, product demand, competitive products and other
risks detailed herein and in the Company's other filings with the Commission.
See "Risk Factors."
RESULTS OF OPERATIONS
Comparison of the Three-Month and Nine-Month Periods Ended March 31, 1996 and
1995
Net sales for the quarter ended March 31, 1996, totaled $339.3 million, a 9%
increase over the comparable period in the prior year. Excluding Becker, sales
increased 17%. Becker sales in the quarter were lower than the comparable
period in the prior year due to the phase-out of a group of activities that
were irrelevant to the Company's business, such as sewing machine circuit
boards and air bag sensors.
For the first nine months of the year, sales of $988.5 million were 19% above
the prior year and 12% higher excluding the sales contribution of Becker from
both years (Becker sales were reported for the first time in the third quarter
last year).
The Consumer Group reported higher sales for the third quarter and the nine
months. Harman Kardon sales almost doubled for the quarter as the division
gained market share in North America and Europe. Infinity reported vigorous
sales growth, especially in Germany. The addition of the Mark Levinson and
Proceed lines through the September 1995 acquisition of Madrigal contributed to
the sales growth.
The Professional Group contributed higher sales for the third quarter and the
nine months, with virtually all operations reporting increased sales. JBL
Professional sales were enhanced by the international success of its EON line
of compact, portable sound reinforcement systems. Studer sales were lower due
to several large contracts completed in the prior year.
The OEM Group produced higher sales for the third quarter and the nine
months. Shipments of high fidelity systems for the Chrysler Minivan, Ford
Explorer, Jeep Grand Cherokee and Dodge Ram pickup trucks were excellent.
Becker reported lower sales in the quarter due to the phase-out of the non-core
businesses referred to above.
The Company's gross profit margin for the quarter ended March 31, 1996, was
30.5% ($103.4 million) compared to 30.2% ($93.9 million) in the prior year. The
increase in the gross profit margin for the quarter reflects increased
operating leverage at the automotive OEM factories in North America and the
United Kingdom and improved performance by Harman Kardon. The gross profit
margin for the first nine months of fiscal 1996 was 30.4% ($300.8 million)
compared to 31.5% ($260.6 million) in the previous year. The decrease in the
gross margin percentage in the nine months primarily reflects the inclusion of
Becker, which was acquired in the third quarter last year.
Operating income as a percentage of sales was 8.2% ($27.7 million) for the
third quarter ended March 31, 1996, up from 7.4% ($23.1 million) for the same
period in the prior year. The increase results from improved gross margin as
discussed above and lower selling, general and administrative expenses as a
percentage of sales. For the first nine months, operating income as a
percentage of sales was 7.5%, equivalent to the prior year.
Interest expense for the three months ended March 31, 1996, of $7.2 million
was equal to the third quarter of the prior year. For the nine months ended
March 31, 1996, interest expense was $21.7 million, up
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<PAGE>
from $19.1 million for the nine months ended March 31, 1995. Average borrowings
outstanding were $379.7 million for the third quarter of fiscal 1996 and $354.6
million for the nine months, up from $287.3 million and $266.2 million,
respectively, for the same periods in the prior year. Higher average borrowings
in fiscal 1996 result from the Becker and Madrigal acquisitions and the
financing of increased working capital requirements.
The impact of the increase in average borrowings on interest expense was
offset by a substantial reduction in the average interest rate on borrowings.
The average interest rate on borrowings was 7.6% for the third quarter and 8.2%
for the nine months ended March 31, 1996, down from 10.0% for the third quarter
and 9.6% for the nine months ended March 31, 1995. The decrease in average
interest rates results from generally lower market interest rates worldwide and
the refinancing of unsecured lines of credit with a committed revolving credit
facility agreement in September 1994. Interest expense as a percentage of sales
was 2.2% for the first nine months of fiscal 1996, down from 2.3% for the
comparable period in the previous year.
Income before income taxes, minority interest and extraordinary items for the
third quarter of fiscal 1996 was $20.3 million, up from $15.7 million in the
previous year. For the nine months ended March 31, 1996, income before income
taxes, minority interest and extraordinary items increased to $51.6 million,
compared with $41.3 million in the prior year period.
The effective tax rate for the third quarter of fiscal 1996 was 31.5%
compared with 27.4% in the same period a year ago. The effective tax rate for
the first nine months of fiscal 1996 was 31.6% compared with 32.6% in the prior
year. The effective tax rates are below United States statutory rates due to
the restructuring of certain foreign subsidiaries to take advantage of prior
years' tax losses. The Company calculates its effective tax rate based upon its
current estimate of annual results.
Net income for the three months ended March 31, 1996, was $13.9 million, or
$0.86 per share, compared with $11.4 million, or $0.72 per share, in the
previous year. Net income for the first nine months of fiscal 1996 was $35.3
million, or $2.17 per share, compared with $27.5 million, or $1.74 per share,
in the previous year. Prior year earnings per share data have been restated to
give effect to the special 5% stock dividend declared and issued in August
1995.
FINANCIAL CONDITION
Net working capital at March 31, 1996, was $344.4 million, compared with
$257.6 million at June 30, 1995. Working capital increased primarily due to the
increase in inventories from $236.5 million at June 30, 1995, to $302.6 million
at March 31, 1996. Higher inventory levels reflect the support of increased
sales volumes, requirements for new product launches in the fourth quarter and
the acquisition of Madrigal.
Borrowings under the revolving credit facility at March 31, 1996, were $212.6
million, comprised of swing line borrowings of $6.7 million, which are included
in notes payable, and competitive advance borrowings and revolving credit
borrowings of $205.9 million. Borrowings under the revolving credit facility at
June 30, 1995, were $115.9 million, comprised of swing line borrowings of $9.7
million and competitive advance borrowings and revolving credit borrowings of
$106.2 million. Increased borrowings reflect the financing of capital
expenditures, additional working capital requirements, the Madrigal acquisition
and final payments for the Becker acquisition. In the second quarter of fiscal
1996, the revolving credit facility was amended and increased from $220 million
to $275 million, and the maturity was extended one year to September 30, 2000.
Accrued liabilities decreased $13.1 million, from $164.1 million to $151.0
million, primarily due to the funding of previously announced restructuring
programs to enhance the productivity of recent acquisitions.
Excess of cost over fair value of assets acquired increased $14.4 million,
from $122.5 million to $136.9 million, reflecting final acquisition accounting
adjustments for Becker and the acquisition of Madrigal.
13
<PAGE>
BUSINESS
HISTORY AND DEVELOPMENT
Since its formation in 1980, the Company has developed internally and through
acquisitions the capacity to design, manufacture and market its products to
compete worldwide in the most significant areas of the high-quality, high-
fidelity audio markets. While the Company has existed as a separate corporate
entity for only 16 years, its significant subsidiaries have been in business
for substantially longer periods, some previously as part of the same
enterprise and most under their current management.
In 1953, Dr. Sidney Harman, Chairman and Chief Executive Officer of the
Company, co-founded Harman Kardon to design, manufacture and market high-
fidelity consumer electronic audio components. Harman Kardon was the first
domestic manufacturer to produce and market a high-fidelity receiver (a
combination of tuner, preamplifier and power amplifier in one chassis). In
1962, Harman Kardon was acquired by a predecessor of the Company (the
"Predecessor"). The Predecessor expanded its participation in the high-fidelity
field in 1969 by acquiring JBL, a domestic manufacturer of high-quality
loudspeakers designed for professional and consumer markets, and by forming
international subsidiaries to market and distribute its audio products in
Europe and Japan. In August 1977, the Predecessor was acquired by Beatrice
Foods Co. (now Beatrice Companies, Inc. ("Beatrice")), when Dr. Harman became
the Under Secretary of Commerce of the United States.
In January 1980, after the conclusion of his service as Under Secretary of
Commerce, Dr. Harman organized the Company to acquire from Beatrice the JBL
loudspeaker business and the international distribution companies, which
together represented approximately 60% of the Predecessor's business. Since
1980, through both internal growth and a series of strategic acquisitions, the
Company has (i) expanded its loudspeaker business by adding new product lines
and entering new markets, (ii) broadened its consumer and professional customer
base through diversification into the consumer and professional audio
electronics components business and (iii) increased its manufacturing and
distribution capabilities domestically and internationally in conjunction with
its strategy to become a vertically-integrated designer, manufacturer and
worldwide marketer of high-quality, high-fidelity audio products designed for
consumer and professional use.
STRATEGY
Harman is a leading domestic and international manufacturer and marketer of
high-fidelity audio products. The Company's goal is to capitalize on its
technical expertise and reputation for creating superior sound and to translate
this expertise into increased market share in existing markets and into new
product areas wherever an in-depth understanding of sound gives Harman a
competitive edge. The key elements of its strategy are:
Provide Superior Sound. Harman strives to provide its customers with products
that deliver high-quality, high-fidelity sound. The Company and its
predecessors have been leaders and innovators in loudspeaker and electronic
production and technology for almost 50 years. Management believes the
Company's research, development and engineering capabilities are among the most
advanced in the audio field.
Capitalize on Brand Equity. The Company believes that its brand names are
well recognized worldwide for premium quality and performance. Harman believes
that this strong brand name recognition has enabled it to expand its product
offerings and market share in the consumer, professional and OEM audio markets,
and will continue to facilitate such growth in the future.
Pursue Market Segment Diversification. The Company has emphasized utilization
of its strengths in delivering superior sound beyond the consumer and
professional loudspeaker markets. Harman has expanded into the automotive OEM
and aftermarket loudspeaker business both domestically and internationally. The
Company has also expanded into developing areas in the consumer and
professional audio electronics markets where it believes that the integration
of electronics and loudspeakers will improve a product's performance
14
<PAGE>
or provide a systems solution, focusing most recently on home theater and
branded OEM audio systems for personal computers.
Integrate Design, Engineering, Manufacturing and Marketing. Harman has
invested significant resources in developing sophisticated manufacturing
processes and facilities in the United States and Europe. Management believes
that its ability to manufacture innovative, high-quality products is
attributable to the Company's integrated facilities, coupled with its policy of
emphasizing workers' education, training and participation in the decision-
making process. The Company seeks to integrate the disciplines of design,
engineering, manufacturing and marketing. As distinguished from the traditional
separation of these functions, management believes that communication and
cooperation among all functional areas significantly reduces development time,
generates products which can be more efficiently and competitively produced,
and improves the Company's ability to respond to customer needs.
Market on a Worldwide Basis. The Company and its Predecessor have been
actively marketing products worldwide for almost 50 years. Harman strives to
produce products that are responsive to the requirements of different
international markets for functionality, appearance and performance. As a
result, the Company believes that its major brands are well recognized for high
quality in most major markets worldwide.
OPPORTUNITIES
The Company believes that its well-recognized brand names, its reputation for
high quality products and superior sound, and its design and manufacturing
capabilities position it well to capitalize on current industry trends. To
exploit opportunities created by the industry-wide transition from analog to
digital processing, the Company continues to enhance existing product offerings
and to develop new proprietary products, including software-driven audio
systems with integrated digital architecture that permits communication among
all components. Within its Consumer, Professional and OEM Groups, the Company
foresees growth opportunities including the following:
Existing and Emerging Market Segments. The Company continues to leverage its
brand names to broaden its product offerings in existing market segments and
enter new segments, including surround sound, home theater and audio systems
for personal computers. The Company continually seeks to improve its market
position in its important loudspeaker business by introducing new products that
offer greater efficiency and reduced size. Further, the Company's advanced
technology in loudspeakers and electronics permits it to develop integrated
systems which offer substantial improvements in performance. One such example
is the recent introduction of Infinity's Compositions line, which incorporates
a powered subwoofer that enables the listener to enjoy home theater sound with
modest power requirements. Harman offers a complete line of home theater
products, including JBL's $50,000 flagship Synthesis I system; the Company
believes its breadth of product offerings positions it to capitalize on the
high-growth home theater market segment. Finally, the Company intends to pursue
opportunities in emerging product categories such as electronic components that
offer simplified digital controls, reduced size and high quality sound.
Comprehensive, Integrated Product Offerings. Management believes that the
ability to offer professional customers complete turnkey systems across its
principal market segments, including broadcast and recording, sound
reinforcement and musical instrument support, will permit the Company to
continue increasing sales in these professional market segments. In addition,
the Company believes that advances in motion picture audio and recording
technology will spur demand for loudspeakers and electronics in movie theaters
and recording studios. Management also expects that emerging markets in Eastern
Europe and Asia will increase demand for its professional audio products and
recording and broadcast equipment to satisfy infrastructure needs.
Fully-Integrated Automotive Audio Systems. The Company believes significant
growth opportunities exist within the automotive audio market to increase sales
by increasing product penetration in OEM models currently supplied, expanding
the number of automobile models offering its systems and adding new OEM
15
<PAGE>
customers. The recent Becker acquisition complements the Company's JBL,
Infinity and Harman Kardon automotive audio systems and enables the Company to
offer fully-integrated automotive audio systems for the first time, allowing
for a substantial increase in the unit price of its audio systems. The Company
believes that such systems, which incorporate a head unit, amplifiers,
loudspeakers and associated electronics, also provide a platform for the
Company's expansion into additional automotive electronic products such as
communications, security and navigation, thereby providing the opportunity for
further increases in system content.
Computer OEM Systems. In broadening its OEM business to include personal
computers, the Company has developed a series of branded audio systems for
Compaq, Gateway and other manufacturers of personal computers. These audio
systems provide high quality sound in a small package and substantially enhance
the entertainment appeal and capabilities of the personal computer. The Company
believes that the number of personal computers equipped with multimedia
capabilities will continue to increase at a high rate on a worldwide basis, and
that the Company is well positioned to capitalize on this emerging market
segment with its JBL, Infinity and Harman Kardon brand names.
New Technology. Through the extensive development of digital signal
processing capabilities by its electronic engineering organization, the Company
is generating a substantial body of intellectual property, including
proprietary software titled Harman Smart TV, which enables the personal
computer ("PC") to serve as a user-friendly television set. Harman Smart TV is
presently bundled in Gateway 2000's new Destination product. The Company has
also developed the ability to provide, on a paid subscriber basis, TV Guide(R)
information to buyers of PCs equipped with Harman Smart TV. The Company
currently is in discussions with other PC makers who have expressed interest in
Harman Smart TV.
The Company is also in discussions with PC makers who have indicated interest
in the Company's proprietary VMAx(TM) software, which generates virtual
surround sound images through only two speakers. The Company's 6 Axis(TM)
surround sound system employed in the new Harman Kardon Citation Processor is
of interest to a number of advanced technology users. The Company is now in
discussions with several potential customers to license this technology. These
and other technological developments form a body of intellectual property
around which the Company believes it can develop new revenue sources.
PRODUCTS
The Company designs, engineers, manufactures and markets worldwide a broad
range of high-quality, high-fidelity audio loudspeakers and electronics for the
consumer (both home and automotive aftermarket), professional (broadcast and
recording, sound reinforcement, and musical instrument support) and OEM
(automotive and personal computer) markets. For the first nine months of fiscal
1996, the Consumer Group accounted for approximately 33% of the Company's
sales, the Professional Group contributed approximately 34% of sales and the
OEM Group generated approximately 33% of sales.
Consumer Group. The Company designs, manufactures and markets loudspeakers
for the consumer market principally under the JBL and Infinity brand names.
Since its formation in 1948, JBL has designed loudspeakers to appeal to audio
enthusiasts who desire superior-quality sound reproduction. JBL loudspeakers
sold to the consumer market employ techniques originally developed by the
Company for professional use in recording studios, concert halls, theaters,
airports and other acoustically-demanding environments. JBL's diverse product
line gives customers a wide range of speaker choices: floorstanding, bookshelf,
built-in, wireless, powered, transportable and wall or ceiling mountable
loudspeakers, in styles and finishes ranging from high gloss piano lacquer to
genuine wood veneers. JBL's introduction of wireless technology in the
SoundEffects speaker system allows easy home theater and multi-room
installation.
From its beginning in 1968, Infinity has developed high quality loudspeakers
with their own audio character, which is commonly identified as "linear,"
"symmetrical" or "neutral." These characteristics are expressed in
sophisticated acoustic configurations utilizing injection-molded graphite
speaker cone material,
16
<PAGE>
electro-magnetic induction tweeters and mid-range drivers. Compositions,
Infinity's new home theater loudspeakers, has received excellent reviews from
the high fidelity audio press for outstanding design and performance.
The more expensive JBL and Infinity loudspeakers are housed in high-gloss
lacquer or wooden veneer cabinets which complement the quality components they
enclose. The Company has made significant investments in its loudspeaker
cabinet production facilities in California and in Denmark and believes that
they are among the most advanced cabinet production facilities in the world.
The Company designs, manufactures and markets a broad range of consumer audio
electronics products on a worldwide basis. Both JBL and Infinity also offer
premium automotive aftermarket loudspeaker and amplifier products. The
Company's consumer electronics products facilitate the marketing of complete
systems incorporating the Company's loudspeakers, such as surround sound home
theater installations.
Founded in 1953, Harman Kardon has been a leading innovator in the
development of high-quality audio components which improve the listening
experience and reflect a commitment to value and ease-of-use. The realization
of these principles is reflected in Harman Kardon's current product offerings,
including audio-video stereo receivers featuring Dolby Pro-Logic and AC-3
technology, and front-loading, bit stream compact disc changers.
In addition, the Company is a designer and manufacturer of Citation high-end
surround sound processors, amplifiers and loudspeakers manufactured in the
United States for the growing U.S. and international home theater market.
AudioAccess is a leader in the field of in-home, multi-source, multi-zone sound
system amplifiers and controls; and Madrigal is the manufacturer of the
renowned Mark Levinson and Proceed brand audiophile high-fidelity product
lines.
Professional Group. The Company designs, manufactures and markets products in
all principal segments of the professional market, offering complete systems
for professional installations around the world. The Professional Group
includes many of the most respected names in the industry including JBL,
Soundcraft, Allen & Heath, DOD, Lexicon, AKG, BSS, dbx, Orban, Turbosound,
Studer and UREI. Professional installations of Harman products include
stadiums, opera houses, concert halls, recording studios, broadcast studios,
theaters, cinemas and touring concerts. Sound systems incorporating components
manufactured by JBL, Lexicon, AKG, Turbosound, Studer and Soundcraft are in use
around the world in such places as the Great Hall of the People in Beijing,
China, the Royal Danish Theater in Copenhagen and Abbey Road Studio in England.
Performing artists such as Pink Floyd, U2, The Rolling Stones, Oasis and Wynton
Marsalis use Harman professional equipment when on tour.
The professional market has advanced rapidly and is heavily involved in
digital technology. Harman's Professional Group is a leader in this market. The
strength of the Professional Group is derived from its ability to share
research and development, engineering talent and other substantial digital
resources among its divisions. Soundcraft, Lexicon, Studer and DOD each have
substantial digital resources and work together to achieve common goals by
blending their respective areas of strength and expertise.
The Company believes that the Professional Group's loudspeaker products are
well-known for high quality and superior sound. The JBL Professional portfolio
of products includes studio monitors, loudspeaker systems, power amplifiers,
sound reinforcement systems, bi-radial horns, theater systems and surround
sound systems as well as industrial loudspeakers. The AKG acquisition has
provided the Company with additional professional loudspeaker market strength
through the addition of the Turbosound Floodlight and Flashlight loudspeaker
lines.
OEM Group. Harman is a leading global manufacturer of premium branded
automotive OEM audio systems. In its sale of loudspeakers, head units and other
audio products to the automotive OEM market, the
17
<PAGE>
Company takes advantage of its expertise in the design and manufacture of high-
quality loudspeakers, radios and other electronics, as well as the reputation
for quality associated with its JBL, Infinity, Harman Kardon and Becker brand
names. The Company's expertise in designing and manufacturing transducers
utilizing special materials allows the Company to collaborate with automobile
manufacturers to design lighter sound systems that contribute to increases in
automobile fuel efficiency. The addition of head unit and other electronics
expertise through the Becker acquisition now enables the Company to provide
complete high-fidelity audio systems solutions to automobile manufacturers.
The Company manufactures audiophile OEM sound systems for automobiles,
including Infinity systems sold to Chrysler and Mitsubishi in models such as
Chrysler's Jeep Grand Cherokee and Mitsubishi's 3000GT, JBL systems sold to
Ford in models such as Lincoln's Continental and Ford's Windstar Minivan and
Harman Kardon systems sold to BMW (3-series), Jaguar, Saab and Land Rover
(Range Rover), as well as a non-branded premium system sold to Toyota for the
Avalon. These premium OEM audio systems are engineered individually for each
automobile model to maximize acoustic performance. Becker supplies head units
and other electronics to Mercedes, BMW and Porsche.
The Company manufactures a series of "JBL-Pro" branded audio systems for
Compaq's Presario line of personal computers and a higher-powered Harman Kardon
system for Gateway's new Destination TV-PC product. Destination also includes
Harman's Smart TV. These audio systems provide high-quality sound and thus
enhance the appeal and capability of the personal computer as an entertainment
device.
MANUFACTURING
The Company believes that its manufacturing capabilities are essential to
maintaining and improving the quality and performance of its products. The
Company manufactures most of the loudspeakers and electronics products that it
sells other than Harman Kardon electronic components.
The Company's manufacturing capabilities with respect to loudspeakers include
producing high-gloss lacquer and wooden veneer loudspeaker enclosures, milling
wire, winding voice coils and using numerically controlled lathes and other
machine tools to produce its many precision components. Particularly with
respect to loudspeakers, better quality is often achieved through attention to
many relatively small details resulting in the ability to respond quickly to
changes in customer demands. The Company believes that its high degree of
manufacturing integration permits it to produce more consistently uniform high
performance products. Moreover, the Company has been able to apply technology
and materials developed for one line of products to other product lines. The
Company uses common manufacturing facilities to achieve economies of scale,
while maintaining competition among its subsidiaries in engineering, product
development and marketing.
The Company's principal domestic manufacturing facility is located in
Northridge, California, where it manufactures JBL and Infinity loudspeakers,
including cabinets, as appropriate, for consumer, professional, automotive
aftermarket and personal computer markets and amplifiers for the automotive OEM
market and the automotive aftermarket. The Company manufactures loudspeakers
and assembles sound systems for the OEM automotive market in Martinsville,
Indiana. DOD manufactures its professional electronic products at its facility
in Sandy, Utah. Lexicon manufactures its professional electronic products
predominantly at its Waltham, Massachusetts facility. Many of the Company's
manufacturing facilities are certified as conforming to the requirements of ISO
9000 for manufacturing, engineering and service, and Harman Motive enjoys a Q-1
certified supplier rating from Ford and holds the Q-E certification from
Chrysler.
In addition to the Company's U.S. manufacturing capacity, the Company has
established a strong manufacturing presence in Europe to better respond to
customer demands in that market. Audax Industries SNC ("Audax"), a manufacturer
of high-quality, high-performance tweeters, manufactures speakers in
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<PAGE>
France, and the Company's Lydig of Scandinavia A/S ("Lydig") subsidiary
manufactures cabinet enclosures and assembles complete JBL and Infinity
loudspeakers in Denmark. The Company's international speaker manufacturing
facilities enable the Company to compete more effectively in Europe. Harman
manufactures automotive OEM loudspeakers and Soundcraft manufactures mixing
boards at their respective facilities in the United Kingdom. In Germany, Becker
manufacturers high quality head units for Mercedes Benz and other leading
European auto makers. Studer and AKG have professional electronics
manufacturing operations in Switzerland and Austria.
MARKETING AND DISTRIBUTION
The Company's products are sold domestically and internationally in the
consumer, OEM and professional markets. The consumer market for audio
entertainment systems consists of home and automotive aftermarket. The OEM
market includes automobile manufacturers who purchase components and systems on
either a branded or generic basis and manufacturers of personal computers. The
Company's professional market includes a wide range of professional uses, from
musical performances to commercial and public installations.
The Company primarily markets its consumer audio products through audio and
audio-video specialty stores and certain audio-video chain stores, such as
Circuit City in North America and MediaMarkt in Germany. The Company enjoys
broad distribution of its products and particularly seeks dealers who emphasize
high-quality audio systems and who are knowledgeable about the characteristics
of audio products. The Company's sales and marketing activities include dealer
education programs and comprehensive product literature. The Company's dealers
typically stock a number of home audio equipment lines including competing
products (sometimes both JBL and Infinity loudspeakers) and may also carry
automobile audio systems and other consumer-oriented electronics products.
The Company's professional audio products are marketed worldwide through
professional sound equipment dealers, including engineered-sound contractors
which directly assist major users. The Company's sales and marketing group for
its professional products is separate and independent from its consumer
products sales and marketing group.
The Company markets its branded OEM audio products to automobile and personal
computer manufacturers. OEM customers include Chrysler, Mercedes Benz, Ford,
Range Rover, Mitsubishi, BMW, Toyota, Porsche, Jaguar and Saab in the
automotive segment and Compaq and Gateway in the personal computer segment.
GEOGRAPHIC BUSINESS DATA
The Company's predominant business is the design, manufacture and worldwide
distribution of high-fidelity audio products. The following table shows net
sales by geographic segment for each of the fiscal years in the three-year
period ended June 30, 1995, and for the nine-month periods ended March 31, 1995
and 1996.
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
FISCAL YEAR ENDED JUNE 30, MARCH 31,
---------------------------------- -------------------
1993 1994 1995 1995 1996
-------- -------- -------------- -------- ---------
(IN THOUSANDS) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net sales:
U.S...................... $449,254 $673,305 $ 784,989 $559,387 $ 647,474
International............ 228,052 282,191 502,809 355,206 479,184
Intercompany/interregion. (62,393) (93,349) (117,574) (86,775) (138,176)
-------- -------- ---------- -------- ---------
Total.................. $664,913 $862,147 $1,170,224 $827,818 $ 988,482
======== ======== ========== ======== =========
</TABLE>
19
<PAGE>
MANAGEMENT
The following table sets forth the names, ages and positions of the Directors
and Executive Officers of the Company as of April 30, 1996.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Sidney Harman............................. 77 Chairman of the Board of
Directors and Chief Executive
Officer
Bernard A. Girod.......................... 54 President, Chief Operating
Officer, Chief Financial
Officer, Secretary and Director
Shirley Mount Hufstedler.................. 70 Director
Ann McLaughlin............................ 54 Director
Edward H. Meyer........................... 69 Director
Thomas Jacoby............................. 41 President-Harman Consumer Group
Philip Hart............................... 51 President-Harman Professional
Group
Gregory P. Stapleton...................... 49 President-Harman OEM Group
Jerome H. Feingold........................ 54 Vice President-Quality
Frank Meredith............................ 38 Vice President, General Counsel
and Assistant Secretary
Sandra B. Robinson........................ 36 Vice President-Financial
Operations
Floyd E. Toole............................ 57 Vice President-Engineering
William S. Palin.......................... 53 Vice President-International
Controller
</TABLE>
The principal occupation of each Director and Executive Officer for at least
the last five years is set forth below.
Sidney Harman, Ph.D., the Company's founder, has been Chairman of the Board
and Chief Executive Officer since the Company's formation in 1980. Dr. Harman
served as Under Secretary of Commerce of the United States from 1977 through
1978.
Bernard A. Girod has been President of the Company since March 1994, Chief
Operating Officer of the Company since March 1993, Chief Financial Officer of
the Company since September 1986, Secretary of the Company since November 1992
and a Director of the Company since 1993. From September 1979 to September
1986, Mr. Girod was the Vice President and General Manager of Permacel, a
subsidiary of Avery International and Vice President of Planning and Business
Development for Avery International. From 1977 to 1979, Mr. Girod was the Chief
Financial Officer of the Predecessor of the Company.
Shirley Mount Hufstedler has been a Director of the Company since September
1986. Ms. Hufstedler is and has been for the past fifteen years in private law
practice. She served as Secretary of Education of the United States from 1979
to 1981 and as a judge on the United States Court of Appeals for the Ninth
Circuit from 1968 to 1979. Ms. Hufstedler is a Director of U S WEST, Inc. and
Director Emeritus of Hewlett-Packard Company. She is currently with the firm of
Morrison & Foerster in Los Angeles, California and, from 1981 to March 1995,
was with the firm of Hufstedler & Kaus.
Ann McLaughlin has been a Director of the Company since November 14, 1995.
She served as Secretary of Labor of the United States under President Reagan
from 1987 until 1989. Ms. McLaughlin is a director of AMR, General Motors
Corporation, Kellogg Company and Nordstrom, Inc. She is a member of the Board
of Overseers of the Wharton School of the University of Pennsylvania and a
member of the Board of the Nixon Center for Peace and Freedom.
20
<PAGE>
Edward H. Meyer, who was elected a Director of the Company in July 1990, has
been the Chairman of the Board, Chief Executive Officer and President of Grey
Advertising, Inc., New York, New York, an advertising firm, since 1972. Mr.
Meyer serves as a Director for May Department Stores Company, Bowne & Co.,
Inc., Ethan Allen Interiors, Inc., and as a Director/trustee of thirty-five
mutual funds advised by Merrill Lynch Asset Management, Inc.
Thomas Jacoby has been President of the Harman Consumer Group since February
1993. Prior to that time, Mr. Jacoby served as President of JBL Consumer since
August 1990. From July 1988 to August 1990, Mr. Jacoby served as Executive Vice
President of Harman Kardon.
Philip J. Hart has been President of the Harman Professional Group since
November 1993. Prior to that time, Mr. Hart served as President of Soundcraft
since Harman's 1988 acquisition.
Gregory P. Stapleton has been President of the Harman OEM Group since October
1987. Prior to his association with the Company, he was Senior Vice President
of General Electric Venture Capital Corporation from January 1986 to September
1987, and was General Manager, Industrial Products Section, Factory Automation
Products Division of General Electric Corporation from October 1982 through
December 1985.
Jerome H. Feingold has been the Vice President-Quality of the Company since
January 1992. Prior to that time, Mr. Feingold served as President of Harman
Speaker Manufacturing since July 1985. Prior to 1985, Mr. Feingold held various
management positions within the manufacturing division of the Company.
Frank Meredith has been the Vice President, General Counsel and Assistant
Secretary of the Company since July 1992. Prior to that time, Mr. Meredith held
other positions within the Company since May 1985.
Sandra B. Robinson has been Vice President-Financial Operations since
November 1992. Prior to that time, Ms. Robinson was Director of Corporate
Accounting and has been employed by the Company since December 1984.
Floyd E. Toole, Ph.D., joined the Company as Vice President-Acoustic Research
in November 1991. Prior to joining the Company, Dr. Toole spent 25 years, most
recently as Senior Research Officer, with the National Research Council of
Canada's Acoustics and Signal Processing Group. At the National Research
Council, Dr. Toole worked to develop psychoacoustic-optimized adaptive digital
techniques for improving the performance of loudspeakers in rooms.
William S. Palin has been Vice President-International Controller of the
Company since March 1994. Prior to joining the Company, Mr. Palin was a partner
of MacHardy Palin & Co. from July 1978 to March 1994. From July 1978 to January
1982, Mr. Palin served as an officer of two of the Company's international
subsidiaries.
21
<PAGE>
SELLING STOCKHOLDERS
Sidney Harman, who has been the Chairman of the Board and Chief Executive
Officer of the Company since its founding in 1980, and/or other family
entities, including, among others, the Sidney Harman 1987 Revocable Trust
(collectively, the "Selling Stockholders"), are offering shares pursuant to
this Prospectus. The table below sets forth certain information regarding the
beneficial ownership of Common Stock, as of April 30, 1996, by Sidney Harman
both before and after giving effect to the Offering.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED BEFORE THE OWNED AFTER THE
OFFERING SHARES TO BE SOLD OFFERING
NAME AND ADDRESS OF ----------------------- IN THE -----------------------
SELLING STOCKHOLDERS NUMBER PERCENTAGE OFFERING NUMBER PERCENTAGE
-------------------- ------ ---------- ----------------- --------- ----------
<S> <C> <C> <C> <C> <C>
Sidney Harman .......... 3,369,706(1) 20.14% 2,000,000(2) 1,369,706(3) 7.31%(3)
1101 Pennsylvania Ave.,
N.W., Suite 1010
Washington, D.C. 20004
</TABLE>
- --------
(1) Includes 124,987 shares of Common Stock with respect to which Dr. Harman
has sole voting and investment power; 460,950 shares of Common Stock
subject to stock options exercisable as of April 30, 1996 or within 60 days
thereof; 2,036,107 shares held in a trust with respect to which Dr. Harman
has sole dispositive and sole voting power; 428,934 shares held in two
irrevocable trusts for various family members with respect to which Dr.
Harman has sole voting power but shared dispositive power; 315,578 shares
held by family members for which Dr. Harman has sole voting power pursuant
to 3-year revocable proxies and for which Dr. Harman disclaims beneficial
ownership; and 3,150 shares held by family members with respect to which
Dr. Harman has no voting power or dispositive power and also disclaims
beneficial ownership. The 460,950 shares of Common Stock subject to stock
options described above include a premium/performance option to purchase
315,000 shares of Common Stock (the "Option"), which was granted to Dr.
Harman on November 9, 1993.
(2) The Selling Stockholders have granted to the Underwriters 30-day options to
purchase, in the aggregate, up to 300,000 additional shares of Common
Stock, solely to cover over-allotments, if any.
(3) If the over-allotment options granted by the Selling Stockholders are
exercised in full, the Selling Stockholders would beneficially own
1,069,706 shares (5.62% of the outstanding Common Stock) after completion
of the Offering.
22
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 50,000,000 shares of
Common Stock and 5,000,000 shares of Preferred Stock, par value $0.01 per share
(the "Preferred Stock"). As of April 30, 1996, 16,270,953 shares of Common
Stock were outstanding, held by approximately 222 holders of record and
1,172,538 shares of Common Stock were reserved for issuance upon the exercise
of outstanding stock options. Following the Offering the Company will have
30,556,509 authorized but unissued and unreserved shares of Common Stock
(30,256,509 assuming exercise of the Underwriters' over-allotment options in
full). As of the date of this Prospectus, the Company has no outstanding
Preferred Stock. The Common Stock has no conversion, redemption, cumulative
voting or preemptive rights. The following description of the Company's capital
stock is a summary and is qualified in its entirety by reference to the
documents incorporated by reference and to the Certificate and the By-Laws.
COMMON STOCK
The holders of Common Stock are entitled to one vote per share on all matters
voted on by stockholders, including elections of directors. Except as otherwise
required by law or provided in any resolution adopted by the Board of Directors
of the Company with respect to any series of the Preferred Stock, the holders
of such shares exclusively possess all voting power. The Certificate does not
provide for cumulative voting in the election of directors. Holders of Common
Stock are entitled to receive such dividends as may be declared from time to
time by the Board of Directors out of funds legally available for such purpose,
after payment of dividends required to be paid on outstanding Preferred Stock,
if any. In the event of the liquidation, dissolution or winding up of the
Company, the holders of Common Stock are entitled to share ratably in all
assets remaining after payment of liabilities, subject to the rights of the
holders of any Preferred Stock then outstanding. All outstanding shares of
Common Stock are, and upon issuance the shares offered by the Company hereby
will be, fully paid and nonassessable.
The transfer agent and registrar for the Common Stock is Chemical Mellon
Shareholder Services, Encino, California.
PREFERRED STOCK
The Board of Directors has authority, without any further vote or action by
the stockholders, to issue Preferred Stock in one or more series and to fix the
rights, preferences, privileges and restrictions thereof, including the voting
rights, dividend rate, conversion rights, terms of redemption (including
sinking fund provisions), redemption price or prices, amounts payable upon
liquidation, and the number of shares constituting any series or the
designation of such series. The Company has no current plan to issue or sell
any of the Preferred Stock, but reserves the right to do so in the future.
CERTAIN PROVISIONS OF THE CERTIFICATE,
THE BY-LAWS AND DELAWARE LAW
The Certificate and the By-Laws contain certain provisions that could make
more difficult the acquisition of the Company by means of a tender offer, a
proxy contest or otherwise. These provisions are expected to discourage certain
types of coercive takeover practices and inadequate takeover bids and to
encourage persons seeking to acquire control of the Company first to negotiate
with the Company. The description set forth below is intended as a summary only
and is qualified in its entirety by reference to the Certificate and the By-
Laws.
FAIR PRICE PROVISIONS
The Certificate contains provisions (the "Fair Price Provisions") that raise
the affirmative vote required to approve certain "Business Combinations" (as
defined below) involving an "Interested Stockholder" (as defined below) to at
least 66 2/3% of the votes of the outstanding capital stock of the Company
entitled to
23
<PAGE>
vote generally in the election of directors (the "Voting Stock"), unless the
transaction is approved by a majority of disinterested directors or unless
specified price criteria described below and procedural requirements are
satisfied. A "Business Combination" is defined by the Certificate to include
any of the following transactions with, or proposed by, an Interested
Stockholder or affiliate: a merger or consolidation; a sale, lease or other
disposition of the Company's assets having an aggregate fair market value of
$10 million or more; the issuance or transfer by the Company of securities of
the Company having an aggregate fair market value of $10 million or more; a
plan of dissolution proposed by an Interested Stockholder; or a
reclassification of securities or recapitalization of the Company
disproportionately favorable to an Interested Stockholder. An "Interested
Stockholder" is defined by the Certificate to include any person or entity,
other than the Company or any subsidiary or employee benefit plan thereof,
which owns beneficially or controls directly or indirectly 20% or more of the
shares of the Voting Stock.
The 66 2/3% voting requirement is not applicable if certain procedural
requirements are met and if, in the case of a Business Combination involving
payments to holders of Common Stock, the fair market value per share of such
payments is equal to the greater of (i) the highest per share price paid by the
Interested Stockholder to purchase shares of Common Stock in the two-year
period prior to the first public announcement of the proposed Business
Combination (the "Announcement Date") or in the transaction in which it became
an Interested Stockholder (whichever is greater), and (ii) the fair market
value per share of Common Stock on the Announcement Date or on the date on
which the Interested Stockholder became an Interested Stockholder (whichever is
greater). In addition, the consideration to be paid to the Company's
stockholders must be either cash or the same consideration used by the
Interested Stockholder in acquiring the largest part of its Voting Stock prior
to the Announcement Date.
SUPERMAJORITY VOTE REQUIREMENTS
The Certificate provides that a vote of the holders of 66 2/3% or more of the
voting power of the Voting Stock is required to amend, alter or repeal, or to
adopt any provision inconsistent with, the Fair Price Provisions or the
provisions relating to the classified board of directors and ancillary matters.
The Certificate also provides that the stockholders may take action only at
meetings and that directors may only be removed for cause and by a 66 2/3%
vote.
ANTI-TAKEOVER STATUTE
Section 203 of the Delaware General Corporation Law ("DGCL") is applicable to
corporate takeovers in Delaware. Subject to certain exceptions set forth
herein, Section 203 of the DGCL provides that a corporation may not engage in
any business combination with any "interested stockholder" for a three-year
period following the time that such stockholder becomes an interested
stockholder unless: (i) prior to such time, the board of directors of the
corporation approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder; (ii) upon
consummation of the transaction which resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced (excluding certain shares); or (iii) subsequent to such time, the
business combination is approved by the board of directors of the corporation
and by the affirmative vote of at least 66 2/3% of the outstanding voting stock
which is not owned by the interested stockholder. Except as specified therein,
an interested stockholder is defined to include any person that is the owner of
15% or more of the outstanding voting stock of the corporation, or is an
affiliate or associate of the corporation and was the owner of 15% or more of
the outstanding voting stock of the corporation, at any time within three years
immediately prior to the relevant date, and the affiliates and associates of
such person. Under certain circumstances, Section 203 of the DGCL makes it more
difficult for an "interested stockholder" to effect various business
combinations with a corporation for a three-year period.
24
<PAGE>
UNDERWRITING
Montgomery Securities, Donaldson, Lufkin & Jenrette Securities Corporation,
Lehman Brothers Inc. and J.P. Morgan Securities Inc. (the "Underwriters") have
severally agreed, subject to the terms and conditions set forth in the
Underwriting Agreement, to purchase from the Company and the Selling
Stockholders the number of shares of Common Stock indicated below opposite
their respective names at the public offering price less the underwriting
discount set forth on the cover page of this Prospectus. The Underwriting
Agreement provides that the obligations of the Underwriters are subject to
certain conditions precedent and that the Underwriters are committed to
purchase all of the shares if they purchase any.
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
----------- ---------
<S> <C>
Montgomery Securities.................................................
Donaldson, Lufkin & Jenrette Securities Corporation...................
Lehman Brothers Inc...................................................
J.P. Morgan Securities Inc. ..........................................
---------
Total............................................................. 4,000,000
=========
</TABLE>
The Underwriters have advised the Company and the Selling Stockholders that
they propose initially to offer the Common Stock to the public on the terms set
forth on the cover page of this Prospectus. The Underwriters may allow to
selected dealers a concession of not more than $ per share; and the
Underwriters may allow, and such dealers may reallow, a concession of not more
than $ per share to certain other dealers. After the Offering, the offering
price and other selling terms may be changed by the Underwriters. The Common
Stock is offered subject to receipt and acceptance by the Underwriters and to
certain other conditions, including the right to reject orders in whole or in
part.
The Company and the Selling Stockholders have granted options to the
Underwriters, exercisable during the 30-day period after the date of this
Prospectus, to purchase up to a maximum of 300,000 additional shares of Common
Stock from the Company and 300,000 shares from the Selling Stockholders to
cover over-allotments, if any, at the same price per share as the initial
shares to be purchased by the Underwriters. Such options granted by the Company
and the Selling Stockholders must be exercised pro rata. To the extent that the
Underwriters exercise these options, each of the Underwriters will be
committed, subject to certain conditions, to purchase such additional shares in
approximately the same proportion as set forth in the table above. The
Underwriters may purchase such shares only to cover over-allotments made in
connection with this Offering.
The Underwriting Agreement provides that the Company and the Selling
Stockholders will indemnify the Underwriters against certain liabilities,
including civil liabilities under the Securities Act of 1933, as amended (the
"Securities Act"), or will contribute to payments the Underwriters may be
required to make in respect thereof.
Sidney Harman has agreed not to offer, sell or otherwise dispose of any
shares of Common Stock for a period of 90 days after the date of this
Prospectus without the prior written consent of Montgomery Securities, subject
to certain exceptions. The Company has also agreed not to offer, sell, contract
to sell or otherwise dispose of any shares of the Common Stock for a period of
90 days after the date of this Prospectus, without the prior written consent of
Montgomery Securities, subject to certain limited exceptions.
25
<PAGE>
EXPERTS
The consolidated financial statements and schedule of Harman International
Industries, Incorporated and subsidiaries as of June 30, 1995 and 1994 and for
each of the years in the three-year period ended June 30, 1995, incorporated
herein by reference, have been incorporated in this Prospectus in reliance upon
the report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference, and upon the authority of said firm as experts in
accounting and auditing.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed upon
for the Company by Jones, Day, Reavis & Pogue, Washington, D.C. and New York,
New York. Certain legal matters in connection with the Offering will be passed
upon for the Underwriters by Simpson Thacher & Bartlett (a partnership which
includes professional corporations), New York, New York.
AVAILABLE INFORMATION
The Company has filed with the Commission a Registration Statement on Form S-
3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act with respect to the shares
of Common Stock offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which
have been omitted in accordance with the rules and regulations of the
Commission. Statements made in this Prospectus as to the contents of any
contract, agreement or other document referred to herein are not necessarily
complete; with respect to each such contract, agreement or other document filed
as an exhibit to the Registration Statement, reference is made to such exhibit
for a more complete description of the matter involved, and each such statement
shall be deemed qualified in its entirety by such reference. Copies of the
Registration Statement and the exhibits may be inspected, without charge, at
the offices of the Commission, or obtained at prescribed rates from the Public
Reference Section of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
The Company's Common Stock is listed on the NYSE. The Company is subject to
the informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Commission which may be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at certain Regional
Offices of the Commission: 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of such material may be obtained from the Public Reference Section of
the Commission, at prescribed rates. In addition, such reports, proxy
statements and other information may be inspected at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
26
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the Commission by the Company are
incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the year ended June 30,
1995;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1995;
4. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;
5. The Company's Current Report on Form 8-K filed on May 6, 1996; and
6. The Company's Form 8, Amendment No. 1, dated November 13, 1986, to its
Form 8-A Registration Statement.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of this Offering shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing of
such documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which is also 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 Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of the documents incorporated by reference in this Prospectus (other than
exhibits to such documents unless such exhibits are specifically incorporated
by reference into such documents). Such requests should be directed to Harman
International Industries, Incorporated, 1101 Pennsylvania Avenue, N.W., Suite
1010, Washington, D.C. 20004 (telephone number (202) 393-1101), Attention:
Bernard A. Girod, President.
27
<PAGE>
Harman
worldwide
[MAP APPEARS HERE]
<TABLE>
<S> <C>
Europe 34%
Asia 16%
Mid-East Mediterranean 1%
Africa 1%
Pacific Rim 1%
North America 46%
South America
Central America, Caribbean 1%
</TABLE>
Fiscal 1995 Sales Revenue
This map has been drawn to suggest
the relative proportion of the Company's fiscal 1995
sales in world markets where we are active.
<PAGE>
============================================================================
No dealer, sales representative, or any other person has been authorized to
give any information or to make any representations in connection with this
Offering other than those contained in this Prospectus, and, if given or made,
such information or representations must not be relied upon as having been
authorized by the Company, the Selling Stockholders or any of the Underwriters.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the shares of Common Stock to which it
relates or an offer to, or a solicitation of, any person in any jurisdiction
where such an offer or solicitation would be unlawful. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create an implication that there has been no change in the affairs of the
Company or that information contained herein is correct as of any time
subsequent to the date hereof.
-------------------
TABLE OF CONTENTS
-------------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 7
Use of Proceeds........................................................... 9
Price Range for Common Stock.............................................. 9
Dividend Policy........................................................... 9
Capitalization............................................................ 10
Selected Consolidated Financial Data...................................... 11
Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................... 12
Business.................................................................. 14
Management................................................................ 20
Selling Stockholders...................................................... 22
Description of Capital Stock.............................................. 23
Certain Provisions of the Certificate, the
By-Laws and Delaware Law................................................. 23
Underwriting.............................................................. 25
Experts................................................................... 26
Legal Matters............................................................. 26
Available Information..................................................... 26
Incorporation of Certain Information by Reference......................... 27
</TABLE>
============================================================================
============================================================================
4,000,000 SHARES
HARMAN INTERNATIONAL
INDUSTRIES, INCORPORATED
[LOGO OF HARMAN INTERNATIONAL APPEARS HERE]
COMMON STOCK
----------------
PROSPECTUS
----------------
MONTGOMERY SECURITIES
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
LEHMAN BROTHERS
J.P. MORGAN & CO.
May , 1996
============================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Estimated expenses of the Company in connection with the issuance and
distribution of the securities to be registered, other than underwriting
discounts and commissions, are as follows:
<TABLE>
<CAPTION>
ITEM AMOUNT
---- --------
<S> <C>
S.E.C. Registration Fee............................................ $ 75,444
NYSE Initial Listing Fee........................................... 29,500
NASD Filing Fee.................................................... 22,379
Printing and Engraving Expenses.................................... 200,000
Legal Fees and Expenses............................................ 250,000
Accounting Fees and Expenses....................................... 60,000
Blue Sky Fees and Expenses......................................... 15,000
Transfer Agent Fees and Expenses................................... 5,000
Miscellaneous...................................................... 17,677
--------
Total............................................................ $675,000
========
</TABLE>
None of these expenses will be borne by the Selling Stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Set forth below is a description of certain provisions of the Certificate,
the By-Laws and the DGCL, as such provisions relate to the indemnification of
the directors and officers of the Company. This description is intended only as
a summary and is qualified in its entirety by reference to the Certificate, the
By-Laws and the DGCL.
ELIMINATION OF LIABILITY IN CERTAIN CIRCUMSTANCES
Article Tenth of the Certificate provides directors of the Company, to the
fullest extent permitted by law, insulation from personal liability to the
Company or to its stockholders or with respect to any acts or omissions in the
performance of the director's duties as a director of the Company. Section
102(b)(7) of the DGCL permits corporations to eliminate or limit the personal
liability of their directors by adding to the certificate of incorporation:
A provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director: (i)
For any breach of the director's duty of loyalty to the corporation or
its stockholders; (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) for
[paying a dividend or approving a stock purchase that is a violation]
under section 174 of [the DGCL], or (iv) for any transaction from which
the director derived an improper personal benefit. No such provision
shall eliminate or limit the liability of a director for any act or
omission occurring prior to the date when such provision becomes
effective. All references in this paragraph to a director shall also be
deemed to refer (x) to a member of the governing body of a corporation
which is not authorized to issue capital stock, and (y) to such other
person or persons, if any, who, pursuant to a provision of the
certificate of incorporation in accordance with (S) 141(a) of [the
DGCL], exercise or perform any of the powers or duties otherwise
conferred or imposed upon the board of directors by this title.
While Article Tenth of the Certificate provides directors with protection
from awards for monetary damages for breaches of the duty of care, it does not
eliminate the directors' duty of care. Accordingly, the Certificate will have
no effect on the availability of equitable remedies such as an injunction or
rescission based on a director's breach of the duty of care. The provisions of
Article Tenth as described above apply to
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<PAGE>
officers of the Company only if they are directors of the Company and are
acting in their capacity as directors, and does not apply to officers of the
Company who are not directors.
INDEMNIFICATION AND INSURANCE
Section 145 of the DGCL sets forth provisions which define the extent to
which a corporation organized under the laws of Delaware may indemnify
directors, officers and employees. Those provisions have been incorporated by
reference by the Company in Article VIII of the By-Laws. Section 145 provides
in pertinent part as follows:
(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made
(1) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum, or (2) if there are no
such directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending a civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in
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<PAGE>
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in this
section. Such expenses (including attorneys' fees) incurred by other
employees and agents may be so paid upon such terms and conditions, if any,
as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding
such office.
(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under this section.
(h) For purposes of this section, references to "the corporation' shall
include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
(i) For purposes of this section, references to "other enterprises' shall
include employee benefit plans; references to "fines' shall include any
excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation' shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
corporation' as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise. The Court of
Chancery may summarily determine a corporation's obligation to advance
expenses (including attorneys' fees).
ITEM 16. EXHIBITS.
EXHIBITS
The following exhibits are to be filed as a part of this Registration
Statement. Where such filing is made by incorporation by reference (IBR) to a
previously filed statement or report, such statement or report is identified in
parenthesis.
II-3
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
----------- ----------- ----------
<C> <S> <C>
*1.1 Form of Underwriting Agreement
4.1 Restated Certificate of Incorporation filed with the IBR
Delaware Secretary of State on October 7, 1986, as
amended by the Certificates of Amendment filed with
the Delaware Secretary of State on November 13, 1986
and on November 9, 1993. (Filed as Exhibit 4.1 to
Amendment 1 to the Company's Registration Statement
on Form S-3 dated November 15, 1993 (File No. 1-
9764) and hereby incorporated by reference.)
4.2 Amended By-Laws of Harman International Industries, IBR
Incorporated. (Filed as Exhibit 4.5 to the Quarterly
Report on Form 10-Q for the quarter ended March 31,
1992 (File No. 0-15147) and hereby incorporated by
reference.)
*5.1 Opinion of Jones, Day, Reavis & Pogue
23.1 Consent of KPMG Peat Marwick LLP, Independent
Auditors
*23.2 Consent of Jones, Day, Reavis & Pogue (included in
Exhibit 5.1)
24.1 Power of Attorney (included on page II-5)
</TABLE>
* To be filed by amendment.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
For purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
For purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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<PAGE>
SIGNATURES AND POWER OF ATTORNEY
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 ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF LOS ANGELES, STATE OF CALIFORNIA ON MAY 6, 1996.
Harman International Industries,
Incorporated
By: /s/ Bernard A. Girod
--------------------------------------
BERNARD A. GIROD
PRESIDENT, CHIEF OPERATING OFFICER,
CHIEF FINANCIAL OFFICER AND SECRETARY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Bernard A. Girod his/her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in his/her name, place and stead, in any and all
capacities, to sign any or all further amendments or supplements (including
post-effective amendments) to this Form S-3 Registration Statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as to
all intents and purposes as he/she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his/her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ Sidney Harman Chairman of the May 6, 1996
- ------------------------------------- Board of Directors
SIDNEY HARMAN and Chief Executive
Officer (Principal
Executive Officer)
/s/ Bernard A. Girod President, Chief May 6, 1996
- ------------------------------------- Operating Officer,
BERNARD A. GIROD Chief Financial
Officer, Secretary
and Director (Principal
Financial and
Accounting Officer)
/s/ Shirley M. Hufstedler Director May 6, 1996
- -------------------------------------
SHIRLEY M. HUFSTEDLER
/s/ Edward H. Meyer Director May 6, 1996
- -------------------------------------
EDWARD H. MEYER
/s/ Ann McLaughlin Director May 6, 1996
- -------------------------------------
ANN MCLAUGHLIN
</TABLE>
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
----------- ----------- ----------
<C> <S> <C>
*1.1 Form of Underwriting Agreement
4.1 Restated Certificate of Incorporation filed with the IBR
Delaware Secretary of State on October 7, 1986, as
amended by the Certificates of Amendment filed with
the Delaware Secretary of State on November 13, 1986
and on November 9, 1993. (Filed as Exhibit 4.1 to
Amendment 1 to the Company's Registration Statement
on Form S-3 dated November 15, 1993 (File No.
1-9764) and hereby incorporated by reference.)
4.2 Amended By-Laws of Harman International Industries, IBR
Incorporated. (Filed as Exhibit 4.5 to the Quarterly
Report on Form 10-Q for the quarter ended March 31,
1992 (File No. 0-15147) and hereby incorporated by
reference.)
*5.1 Opinion of Jones, Day, Reavis & Pogue
23.1 Consent of KPMG Peat Marwick LLP, Independent
Auditors
*23.2 Consent of Jones, Day, Reavis & Pogue (included in
Exhibit 5.1)
24.1 Power of Attorney (included on page II-5)
</TABLE>
* To be filed by amendment.
1
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Harman International Industries, Incorporated:
We consent to the use of our reports incorporated herein by reference and to
the reference to our firm under the headings of "Selected Consolidated
Financial Data" and "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Los Angeles, California
May 6, 1996
