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As filed with the Securities and Exchange Commission
on April 3, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 11-2534306
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1101 Pennsylvania Avenue, N.W., Suite 1010,
Washington, D.C. 20004
(Address of principal executive offices including zip code)
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
1992 INCENTIVE PLAN
(Full title of the plan)
Bernard A. Girod
President
1101 Pennsylvania Avenue, N.W., Suite 1010
Washington, D.C. 20004
(Name and address of agent for service)
(202) 393-1101
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED PROPOSED AMOUNT OF
SECURITIES AMOUNT MAXIMUM MAXIMUM REGISTRATION
TO BE TO BE OFFERING PRICE AGGREGATE FEE
REGISTERED REGISTERED PER SHARE (2) OFFERING PRICE (2)
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Common 300,000(1) $37.625 $11,287,500 $3,892.24
Stock, par
value $.01 per share
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(1) Registrant has previously registered a total of 900,000
shares of Common Stock on its Registration Statements on
Form S-8 (Nos. 33-60236 and 33-59605). This Registration
Statement is being filed to register additional shares
of Common Stock for issuance under the 1992 Incentive
Plan.
(2) Pursuant to Rule 457(h) under the Securities Act of
1933, this estimate is made solely for the purpose of
calculating the amount of the registration fee and is
based on the average of the high and low prices of the
Common Stock on the New York Stock Exchange on March 29,
1996.
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PART II. Item 3. Incorporation of Documents by Reference.
The following documents filed by Harman International
Industries, Incorporated (the "Company") with the Securities and
Exchange Commission are incorporated herein by reference:
(1) The Company's Registration Statement on Form S-8 (No.
33-60236) filed on March 29, 1993;
(2) The Company's Registration Statement on Form S-8 (No.
33-59605) filed on May 25, 1995;
(3) Annual Report on Form 10-K for the fiscal year ended
June 30, 1995, filed on September 18, 1995;
(4) Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1995, filed on November 13, 1995;
(5) Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1995, filed on February 13, 1996;
(6) Annual Report on Form 11-K for the Company's Retirement
Savings Plan for the fiscal year ended June 30, 1995,
filed on December 21, 1995;
(7) The description of the Company's Common Stock contained
in the Company's Registration Statement on Form S-3
(No. 33-50683) filed on October 20, 1993.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document that also is incorporated or deemed to be incorporated
by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
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Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of the
Company (filed as Exhibit 4.1 to Registrant's Form
S-3 Registration Statement No. 33-50683, and
incorporated herein by reference)
4.2 By-Laws of the Company (filed as Exhibit 4(b) to
Registrant's Form S-8 Registration Statement No.
33-60236, and incorporated herein by reference)
5 Opinion of Counsel
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (set forth at page II-5 of this
Registration Statement)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this registration statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value
of securities offered would not exceed that which
was registered) and any deviation from the low or
high end of the estimated maximum offering range
may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price
represent no more than a 20% change in the
maximum aggregate offering price set forth in the
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"Calculation of Registration Fee" table in the
effective registration statement; and
(iii) to include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement
is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment 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.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that,
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 Section 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.
(c) 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
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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.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing this
Registration Statement on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Northridge, State of California, on this 2nd day of April, 1996.
HARMAN INTERNATIONAL
INDUSTRIES, INCORPORATED
(Registrant)
By: /s/ Bernard A. Girod
President, Chief Operating
Officer, and Secretary
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KNOW ALL MEN BY THESE PRESENTS, that each of the directors
and officers of the Company whose signatures are set forth below
hereby (1) constitutes and appoints Dr. Sidney Harman and Mr.
Bernard A. Girod, jointly and severally, as his or her agent and
attorney-in-fact with full power of substitution and
resubstitution to (a) sign and file on his or her behalf and in
his or her name, place and stead in any and all capacities any
and all (i) amendments, including post-effective amendments, to
this Registration Statement and any and all exhibits thereto and
(ii) other documents to be filed with the Securities and Exchange
Commission with respect to the securities covered by this
Registration Statement and (b) do and perform any and all other
lawful acts and deeds whatsoever that may be necessary or
required in the premises and (2) ratifies and approves any and
all lawful actions that may be taken pursuant hereto by either or
both of the above-named agents and attorneys-in-fact or their
substitutes.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
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/s/ Sidney Harman Chairman of the Board April 2, 1996
and Chief Executive
Officer (Principal
Executive Officer)
/s/ Sandra B. Robinson Vice President - April 2, 1996
Financial Operations
(Principal Accounting
Officer)
/s/ Bernard A. Girod Director, President, April 2, 1996
Chief Operating
Officer, and Secretary
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/s/ Shirley M. Hufstedler Director April 2, 1996
/s/ Edward H. Meyer Director April 2, 1996
/s/ Ann McLaughlin Director April 2, 1996
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EXHIBIT INDEX
Exhibit
Number Exhibit Description
4.1 Restated Certificate of Incorpor-
ation of the Company (filed as
Exhibit 4.1 to Registrant's Form
S-3 Registration Statement No.
33-50683 and incorporated herein
by reference)
4.2 By-Laws of the Company (filed as Exhibit 4(b) to
Registrant's Form S-8 Registration Statement No.
33-60236 and incorporated herein by reference)
5 Opinion of Counsel
23.1 Consent of Independent Auditors
23.2 Consent of Counsel
(included in Exhibit 5)
24 Power of Attorney
(set forth at page II-5 of
this Registration Statement)
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Exhibit 5
April 2, 1996
Harman International Industries, Incorporated
1101 Pennsylvania Avenue, N.W., Suite 1010
Washington, D.C. 20004
Re: Registration Statement on Form S-8 for Harman
International Industries, Incorporated Relating to
300,000 Shares of Common Stock Available for Issuance
Pursuant to the 1992 Incentive Plan, as amended
Ladies and Gentlemen:
We have acted as counsel for Harman International
Industries, Incorporated, a Delaware corporation (the "Company"),
in connection with the registration of 300,000 shares of common
stock of the Company, par value $0.01 per share (the "Shares"),
available for issuance pursuant to the Harman International
Industries, Incorporated 1992 Incentive Plan, as amended (the
"Plan").
We have examined such documents, records and matters of law
as we have deemed necessary for the purposes of this opinion, and
based thereon, we are of the opinion that the Shares have been
duly authorized and, when issued and sold pursuant to the Plan
and forms of award agreements that are duly authorized
thereunder, against payment of the consideration therefor at
least equal to the par value of such shares, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement on Form S-8 filed by the Company to
effect registration of the Shares under the Securities Act of
1933, as amended.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
Jones, Day, Reavis & Pogue
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Harman International Industries, Incorporated
We consent to incorporation by reference in the Registration
Statement on Form S-8 of Harman International Industries,
Incorporated of our report dated August 11, 1995, relating to the
consolidated balance sheets of Harman International Industries,
Incorporated and subsidiaries as of June 30, 1995 and 1994, and
the related consolidated statements of operations, cash flows and
shareholders' equity and related schedules for each of the years
in the three year period ended June 30, 1995, which report
appears in the June 30, 1995 annual report on Form 10-K of Harman
International Industries, Incorporated and our report dated
October 20, 1995, relating to the statements of net assets
available for Plan benefits of the Harman International
Industries, Incorporated Retirement Savings Plan as of June 30,
1995 and 1994, and the related statements of changes in net
assets available for Plan benefits for the years then ended,
which report appears in the June 30, 1995 annual report on Form
11-K of Harman International Industries, Incorporated Retirement
Savings Plan.
/s/ KPMG Peat Marwick LLP
Los Angeles, California
April 2, 1996
