-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AE95Eo7GP2rruOD7nKnaLIU9VIAM+Z7yXl+NXTfbZLKJoeIUqRjIll08jsiTBTaz niq73Uq1zmsv81nabOM5tA== 0000800459-97-000009.txt : 19970804 0000800459-97-000009.hdr.sgml : 19970804 ACCESSION NUMBER: 0000800459-97-000009 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970801 EFFECTIVENESS DATE: 19970801 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARMAN INTERNATIONAL INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000800459 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 112534306 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-32673 FILM NUMBER: 97650163 BUSINESS ADDRESS: STREET 1: 1101 PENNSYLVANIA AVENUE N W STREET 2: STE 1010 CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 2023931101 MAIL ADDRESS: STREET 1: 1101 PENNSYLVANIA AVENUE NW STREET 2: SUITE 1010 CITY: WASHINGTON STATE: DC ZIP: 20004 S-8 1 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)
CALCULATION OF REGISTRATION FEE =========================================================== TITLE OF PROPOSED PROPOSED AMOUNT OF SECURITIES AMOUNT MAXIMUM MAXIMUM REGISTRATION TO BE TO BE OFFERING PRICE AGGREGATE FEE REGISTERED REGISTERED PER SHARE(2) OFFERING PRICE(2) - ------------------------------------------------------------------------------------------------------- Common 1,000,000(1) $39.78125 $39,781,250 $12,054.92 Stock, par value $.01 per share ===========================================================
(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 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 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 KNOW ALL MEN BY THESE PRESENTS, that each of the directors and officers of the Company whose signatures are set forth below hereby (1) constitutes and appoints Dr. Sidney Harman and Mr. Bernard A. Girod, jointly and severally, as his or her agent and attorney- in-fact with full power of substitution and resubstitution to (a) sign and file on his or her behalf and in his or her name, place and stead in any and all capacities any and all (i) amendments, including post-effective amendments, to this Registration Statement and any and all exhibits thereto and (ii) other documents to be filed with the Securities and Exchange Commission with respect to the securities covered by this Registration Statement and (b) do and perform any and all other lawful acts and deeds whatsoever that may be necessary or required in the premises and (2) ratifies and approves any and all lawful actions that may be taken pursuant hereto by either or both of the above-named agents and attorneys-in-fact or their substitutes. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date ----------- ----- ----- /s/ Sidney Harman 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)
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/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
6 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 EX-5 2 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 EX-23 3 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 -----END PRIVACY-ENHANCED MESSAGE-----