<PAGE>
As filed with the Securities and Exchange Commission on February 3, 1997
Registration Statement 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
Identification No.)
1101 Pennsylvania Avenue, N.W., Suite 1010, Washington, D.C. 20004 (202) 393-
1101
________________________________________________________
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Bernard A. Girod
Harman International Industries, Incorporated
1101 Pennsylvania Avenue, N.W., Suite 1010
Washington, D.C. 20004
(202) 393-1101
_________________________
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
David Clossey, Esq.
Jones, Day, Reavis & Pogue
599 Lexington Avenue
New York, New York 10022
(212) 326-3939
<PAGE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
FROM TIME TO
TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE, AS
DETERMINED BY
THE SELLING STOCKHOLDERS
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. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, 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, 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>
Title of Each Class Proposed Proposed Maximum Amount of
of Securities to be Amount to be Maximum Offering Aggregate Offering Registration
Registered Registered Price Per Share (1) Price(1) Fee
<S> <C> <C> <C> <C>
Common Stock,
par value
$ .01 per share 96,117 Shares $47.25 $4,541,528.20 $1,376.22
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) and based upon the average of the high and low prices
for the Company's Common Stock on the New York Stock Exchange (the "NYSE") on
January 31, 1997.
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), shall determine.
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PROSPECTUS
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
96,117 SHARES
COMMON STOCK
(PAR VALUE, $.01 PER SHARE)
This Prospectus ("Prospectus") relates to 96,117 shares (the "Shares") of
common stock, $.01 par value per share (the "Common Stock"), of Harman
International Industries, Incorporated, a Delaware corporation (the "Company").
The Shares may be offered by stockholders of the Company (the "Selling
Stockholders") from time to time in transactions on the open market or in
negotiated transactions or a combination of such methods, at market prices
prevailing at the time of sale or at negotiated prices. On January 30, 1997,
the closing sale price of the Common Stock on the NYSE was $51.00. The Selling
Stockholders may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts or commissions from the Selling Stockholders and/or the purchasers of
the Shares for whom such broker-dealers may act as agents or to whom they sell
as principals, or both. See "Selling Stockholders" and "Manner of
Distribution."
All of the Shares offered hereunder are to be sold by the Selling
Stockholders. None of the proceeds from the sale of the Shares by the Selling
Stockholders will be received by the Company. The Company has agreed to bear
all expenses (other than discounts or commissions) in connection with the
registration and sale of the Shares being offered by the Selling Stockholders.
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.
THE DATE OF THIS PROSPECTUS IS FEBRUARY __, 1997.
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offering made by this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell, or the
solicitation of an offer to buy, the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make an offer or
solicitation. Except where otherwise indicated, this Prospectus speaks as of
the date hereof. The delivery of this
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Prospectus shall not, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (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.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
In accordance with the requirements of the Exchange Act, the Company
periodically files certain reports and other information with the Commission.
The following documents filed with the Commission are hereby incorporated in
this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K, for the year ended June 30,
1996;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996; and
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(c) The Company's Form 8, Amendment No. 1, dated November 13, 1986, to its
Form 8-A Registration Statement.
All documents subsequently 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 the offering made hereby 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 any 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.
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 was incorporated in Delaware in 1980. The Company's principal
executive offices are located at 1101 Pennsylvania Avenue, N.W., Suite 1010,
Washington, D.C. 20004. The Company's telephone number is (202) 393-1101.
RISK FACTORS
DEPENDENCE ON KEY CUSTOMERS
Sales to Chrysler accounted for 10.4% of the Company's consolidated net
sales for the fiscal year ended June 30, 1996. The Company's next largest
customer, Mercedes Benz, accounted for 7.7% of its consolidated net sales for
the fiscal year ended June 30, 1996. The loss of either one of these
significant customers could have a material adverse effect on the Company.
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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
acquisitions 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.
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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.
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 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; 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
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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 (the "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.
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MATERIAL CHANGES
There have been no material changes in the Company's affairs since June 30,
1996, the end of the Company's last completed fiscal year, which have not been
described in a report on Form 10-Q or Form 8-K filed under the Exchange Act and
incorporated by reference herein. On January 30, 1997, the Company released
results for the second quarter ended December 31, 1996. Attached as Exhibit
99.1 and incorporated herein by reference is a copy of the press release
reporting on second quarter fiscal year 1997 results.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
offered hereby.
SELLING STOCKHOLDERS
Set forth below are the names of the Selling Stockholders, the number of
shares of Common Stock owned by each prior to the offering, the shares being
offered hereby and, assuming all of the shares being offered are sold and that
the Selling Stockholders do not choose to acquire additional Common Stock during
the offering period, the number of shares of Common Stock owned by each Selling
Stockholder upon completion of the offering.
<TABLE>
<CAPTION>
Shares Owned Prior Shares Owned
Selling Stockholders to the Offering/1/ Shares Offered After the Offering
- -------------------- ------------------ -------------- ------------------
<S> <C> <C> <C>
The Charleston Company 65,819 65,819 0
Altos Diego, Limited 22,985 22,985 0
Jeep 300, Limited 7,313 7,313 0
</TABLE>
The Shares being offered relate to shares of the Company's Common Stock
which may be issued and sold to the Selling Stockholders pursuant to option
agreements between the Company and the Selling Stockholders. These options were
granted in 1994 as part of the consideration for the Company's acquisition of
all of the issued and outstanding capital stock of NewMediaWare Systems, Inc., a
California corporation (whose name was later changed to Harman Interactive,
Inc.). The right, title and interest to such options were later assigned to the
Selling Stockholders listed above. The Selling Stockholders have no
relationship to the Company or its affiliates.
_____________________
/1/ As of January 31, 1997, includes shares of Common Stock subject to
stock options either currently exercisable or which will become exercisable
during the term of this offering.
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The Company has agreed to bear all expenses (other than commissions and
discounts of underwriters, broker-dealers or agents) in connection with the
registration and sale of the Shares being offered by the Selling Stockholders.
Each Selling Stockholder has requested that the Company use its best efforts to
effectuate a registration of the Shares for resale under the Securities Act. In
light of this request, the Company has filed with the Commission a Registration
Statement with respect to the resale of the Shares from time to time on the open
market or in privately negotiated transactions and has agreed to prepare and
file such amendments and supplements to the Registration Statement as may be
necessary to keep the Registration Statement effective until the earlier of
twelve months from the date hereof or until all of the Shares offered hereby
have been sold. This Prospectus forms a part of the Registration Statement.
MANNER OF DISTRIBUTION
The Shares covered hereby may be offered and sold from time to time by the
Selling Stockholders. The Selling Stockholders will act independently of the
Company in making decisions with respect to the timing, manner and size of each
sale. Such sales may be made on the open market, at prices related to the then
current market price or in negotiated transactions, including one or more of the
following methods: (a) purchases by a broker-dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus; (b) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
and (c) block trades in which the broker-dealer so engaged will attempt to sell
the Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction. The Company has been advised by the
Selling Stockholders that each has not made any arrangements relating to the
distribution of the Shares covered by this Prospectus. In effecting sales,
broker-dealers engaged by the Selling Stockholders may arrange for other broker-
dealers to participate. Broker-dealers may receive commissions or discounts from
the Selling Stockholders in amounts to be negotiated.
The Company has agreed to bear all expenses (other than commissions and
discounts of underwriters, broker-dealers or agents) in connection with the
registration and sale of the Shares being offered by the Selling Stockholders.
This offering will terminate on the earlier of twelve months from the date
hereof or the date on which all Shares offered hereby have been sold by the
Selling Stockholders.
The Shares may not be sold in certain states unless they have been
registered or qualified for sale in such states or an exemption from regulation
or qualification is available and is complied with.
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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.
EXPERTS
The consolidated financial statements and schedule of Harman International
Industries, Incorporated and subsidiaries as of June 30, 1996 and 1995 and for
each of the years in the three-year period ended June 30, 1996, 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.
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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 are as follows:
<TABLE>
<CAPTION>
Item Amount
---- ------
<S> <C>
S.E.C. Registration Fee................................. $ 1,376.22
Legal Fees and Expenses................................. 50,000.00
Accounting Fees and Expenses............................ 2,000.00
Miscellaneous........................................... 675.00
Total.............................................. $54,051.22
==========
</TABLE>
None of these expenses will be borne by the Selling Stockholders.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
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)
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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 the 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 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
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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 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,
II-3
<PAGE>
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).
II-4
<PAGE>
ITEM 16. EXHIBITS
The following exhibits have been filed (except where otherwise indicated)
as part of this Registration Statement:
EXHIBIT NO. EXHIBIT DESCRIPTION
4.1 Restated Certificate of Incorporation filed with the 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, 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 (contained in Exhibit 5.1
hereto)
24.1 Power of Attorney relating to subsequent amendments (included on the
signature page of this Registration Statement)
99.1 Press Release dated January 30, 1997
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
II-5
<PAGE>
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities begin 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 (e) 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.
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 January 31, 1997.
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 him/her and in his/her name, place, and stead, in any and all capacities, to
sign any and all amendments or supplements (including post-effective amendments)
to this Registration Statement on Form S-3, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange 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 substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
II-6
<PAGE>
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>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Sidney Harman Chairman of the Board of January 31, 1997
- -------------------------
Sidney Harman Directors and Chief Executive
Officer (Principal Executive
Officer)
/s/ Bernard A. Girod President, Chief Operating January 31, 1997
- -------------------------
Bernard A. Girod Officer, Chief Financial Officer,
Secretary and Director (Principal
Financial and Accounting
Officer)
/s/ Shirley M. Hufstedler Director January 31, 1997
- -------------------------
Shirley M. Hufstedler
/s/ Edward H. Meyer Director January 31, 1997
- -------------------------
Edward H. Meyer
/s/ Ann McLaughlin Director January 21, 1997
- ---------------------------
Ann McLaughlin
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
4.1 Restated Certificate of Incorporation filed with the 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, 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 (contained in Exhibit 5.1
hereto)
24.1 Power of Attorney relating to subsequent amendments (included on the
signature page of this Registration Statement)
99.1 Press Release dated January 30, 1997
II-8
<PAGE>
EXHIBIT 5.1
February 3, 1997
Harman International Industries,
Incorporated
1101 Pennsylvania Avenue, N.W.
Suite 1010
Washington, D.C. 20004
Ladies and Gentlemen:
We have acted as counsel to Harman International Industries, Incorporated,
a Delaware corporation (the "Company"), in connection with the preparation and
filing by the Company of a Registration Statement on Form S-3, (the
"Registration Statement"), under the Securities Act of 1933, as amended, with
respect to the registration of 96,117 shares of the Company's Common Stock, par
value $.01 per share, (the "Shares") to be offered and sold by certain selling
stockholders. The Shares are issuable to such selling stockholders upon the
exercise of stock options pursuant to option agreements between the Company
and the selling stockholders (the "Option Agreements").
We have examined such documents, records and matters of law as we have
deemed necessary for the purposes of this opinion, and based thereupon we are of
the opinion that:
The Shares have been duly authorized and, when issued and sold to the
selling stockholders pursuant to the Option Agreements against payment of the
consideration therefor as set forth in the Option Agreements, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm in the Registration
Statement under the caption "Legal Matters."
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
Jones, Day, Reavis & Pogue
<PAGE>
<PAGE>
EXHIBIT 23.1
Consent of Independent Accountants
----------------------------------
The Board of Directors
Harman International Industries, Incorporated
We consent to the use 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 and cash flows for each of the years in the three-year
period ended June 30, 1996, and the related schedule, incorporated by reference
herein and to references to our Firm under the heading "Experts" in the
registration statement.
/s/ KPMG Peat Marwick LLP
Los Angeles, California
February 3, 1997
<PAGE>
EXHIBIT 99.1
HARMAN INTERNATIONAL
PRESS RELEASE
January 30, 1997 FOR IMMEDIATE RELEASE
HARMAN INTERNATIONAL INDUSTRIES, INC.
REPORTS RECORD SECOND QUARTER AND SIX MONTH RESULTS
Washington, D.C. -- Harman International (HAR:NYSE) today announced that sales
for its second quarter ended December 31, 1996, totaled $401.3 million, an
increase of $52.7 million (15.1%) over sales in the comparable quarter last
year. Exclusive of currency effects, sales rose 17.8%. Net income increased
26.5% to $19.6 million, or $1.05 per share, from prior year net income of
$15.5 million, or $.95 per share.
For the first six months, sales were $739.3 million, a 13.9% increase over the
same period a year ago. Exclusive of currency effects, sales rose 16.6%. Net
income for the six months increased 27.0% to $27.1 million ($1.46 per share)
from $21.4 million ($1.31 per share).
Commenting on the results, Dr. Sidney Harman, Chairman and Chief Executive
Officer, stated:
"We are pleased with the second quarter results. The Consumer Group, including
JBL, Infinity and Harman Kardon, experienced strong sales growth despite
softness in the consumer electronics market. Each, we believe, increased
market share.
<PAGE>
January 30, 1997
Page 2
"The Professional Group performed well in the quarter. Higher sales at JBL
Professional were driven by vigorous cinema installation activity in all major
markets. Soundcraft and Lexicon also reported excellent sales growth.
"The OEM Group produced excellent results. Shipments of high fidelity systems
to the automakers increased over the prior year, reflecting the addition of new
models, including the Toyota Camry, two new Mitsubishi platforms and
European production models of the Jeep Grand Cherokee and the Chrysler
Minivan. Audio system shipments for Chrysler's minivan models in the United
States and the Dodge Ram Pickup also increased over the prior year. Sales in
the quarter and the first half included our first substantial shipment to
Compaq for its Presario line. PC sales have softened in the last few months
and we are watching this area carefully.
"The Company is producing good results in a generally weak worldwide market
for consumer electronics. Our consumer loudspeaker and electronics businesses
have performed well. Activity in the sound reinforcement segment of the
professional audio market has been vigorous. Business with our partners in the
automotive industry has stayed strong. We are monitoring the PC markets
carefully. Although markets are difficult and the strong dollar may add to
the difficulty, we expect reasonable growth in the second half."
Harman International Industries, Incorporated is a leader in the design,
manufacture and marketing of high-quality, high-fidelity audio products
targeted primarily at the consumer, professional and OEM markets. The
Company's stock is traded on the New York Stock Exchange under the
symbol: HAR.
Note: Except for historical information contained herein, the matters
discussed are forward-looking statements which involve risks and
uncertainties that could cause actual results to differ materially from
those suggested in the forward-looking statements, including but not
limited to the effect of economic conditions, product demand, competitive
products and other risks detailed in the Company's Securities and
Exchange Commission filings.
<PAGE>
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED December 31, 1996 and 1995
(000s omitted except per share amounts)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $401,319 348,669 739,322 649,143
Gross profit 117,594 107,915 212,388 197,401
Operating expenses 82,800 77,489 160,085 150,702
----------- ----------- ----------- -----------
Operating income 34,794 30,426 52,303 46,699
Other expenses:
Interest expense 6,736 7,538 12,894 14,475
Miscellaneous, net 294 590 514 865
----------- ----------- ----------- -----------
Income before income taxes
and minority interest 27,764 22,298 38,895 31,359
Income tax expense 8,208 6,825 11,770 9,948
Minority interest -- 11 -- 45
----------- ----------- ----------- -----------
Net income $ 19,556 15,462 27,125 21,366
----------- ----------- ----------- -----------
Net income per common share $ 1.05 0.95 1.46 1.31
----------- ----------- ----------- -----------
Weighted average number of
common shares outstanding 18,652 16,258 18,642 16,248
----------- ----------- ----------- -----------
</TABLE>
