<PAGE>
As filed with the Securities and Exchange Commission
on August 1, 1997
Registration No. 333-_____
=================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- -------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
- -----------------------
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 11-2534306
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1101 Pennsylvania Avenue, N.W., Suite 1010,
Washington, D.C. 20004
(Address of principal executive offices including zip code)
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
1992 INCENTIVE PLAN
(Full title of the plan)
Bernard A. Girod
President
1101 Pennsylvania Avenue, N.W., Suite 1010
Washington, D.C. 20004
(Name and address of agent for service)
(202) 393-1101
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================
TITLE OF PROPOSED PROPOSED AMOUNT OF
SECURITIES AMOUNT MAXIMUM MAXIMUM REGISTRATION
TO BE TO BE OFFERING PRICE AGGREGATE FEE
REGISTERED REGISTERED PER SHARE(2) OFFERING PRICE(2)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common 1,000,000(1) $39.78125 $39,781,250 $12,054.92
Stock, par
value $.01
per share
===========================================================
</TABLE>
<PAGE>
(1) Registrant has previously registered a total of 1,200,000 shares
of Common Stock on its Registration Statements on Form S-8
(Nos. 33-60236, 33-59605, and 333-02197). This Registration
Statement is being filed to register additional shares of Common
Stock for issuance under the 1992 Incentive Plan. Such
additional indeterminable number of shares of Common Stock
are also hereby registered as may be required by reason of the
anti-dilutive provisions of 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 July 29,
1997.
2
<PAGE>
EXPLANATORY NOTE
The purpose of this Registration Statement is to register an additional
amount of Harman International Industries, Incorporated (the
"Company") Common Stock, par value $.01 per share, available for
issuance under the Company's 1992 Incentive Plan. In accordance with
General Instruction E on Form S-8, the information contained in the
Company's Registration Statements on Form S-8 (Nos. 33-60236, 33-
59605 and 333-02197) registering 500,000, 400,000 and 300,000 shares
of Common Stock, respectively, with respect to the Company's 1992
Incentive Plan are incorporated herein by reference.
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.
Item 8. Exhibits.
5 Opinion of Counsel
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (set forth at page II-3 of this
Registration Statement)
3
<PAGE>
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 31st day of July, 1997.
HARMAN INTERNATIONAL
INDUSTRIES, INCORPORATED
(Registrant)
By: /s/ Bernard A. Girod
_____________________
Bernard A. Girod
President, Chief Operating
Officer and Secretary
4
<PAGE>
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.
<TABLE>
<CAPTION>
Signature Title Date
----------- ----- -----
<S> <C> <C>
/s/ Sidney Harman Chairman of the Board July 31, 1997
________________ and Chief Executive
Sidney Harman Officer (Principal
Executive Officer)
/s/ Bernard A. Girod Director, President, July 31, 1997
________________ Chief Operating
Bernard A. Girod Officer and Secretary
/s/ Frank Meredith Vice President, July 31, 1997
________________ Chief Financial Officer
Frank Meredith and Assistant Secretary
(Principal Accounting
Officer)
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Shirley M. Hufstedler Director July 17, 1997
___________________
Shirley M. Hufstedler
/s/ Edward H. Meyer Director July 31, 1997
_________________
Edward H. Meyer
/s/ Ann McLaughlin Director July 16, 1997
__________________
Ann McLaughlin
</TABLE>
6
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Description
5 Opinion of Counsel
23.1 Consent of Independent Auditors
23.2 Consent of Counsel
(included in Exhibit 5)
24 Power of Attorney
(set forth at page II-3 of
this Registration Statement)
7
<PAGE>
Exhibit 5
August 1, 1997
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
1,000,000 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 1,000,000 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
<PAGE>
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 15, 1996, relating to the consolidated balance sheets
of Harman International Industries, Incorporated and subsidiaries as of
June 30, 1996 and 1995, and the related consolidated statements of
operations, cash flows and shareholders' equity and related schedule for
each of the years in the three year period ending June 30, 1996, which
report appears in the June 30, 1996 annual report on Form 10-K of
Harman International Industries, Incorporated.
/s/ KPMG Peat Marwick LLP
Los Angeles, California
August 1, 1997
