-----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, DD1s5raIDfr9c+4MnFwkvG3GRTHZ+/BipUYdgkYgCfstIIgVyY8GhBAg2qnkUlEy si4CNJpmEhJpJ5wh7ERUGw== 0000800459-99-000013.txt : 19991217 0000800459-99-000013.hdr.sgml : 19991217 ACCESSION NUMBER: 0000800459-99-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991213 ITEM INFORMATION: FILED AS OF DATE: 19991216 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: 8-K SEC ACT: SEC FILE NUMBER: 001-09764 FILM NUMBER: 99775721 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 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 13, 1999 ----------------- HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED ------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-9764 11-2534306 --------------------- ---------------- ----------------- (State or Other Jurisdiction (Commission) (IRS Employer of Incorporation) (File Number) Identification No.) 1101 Pennsylvania Avenue, N.W., Washington, D. C. 20004 - -------------------------------------------------- --------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (202) 393-1101 -------------- - ------------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On December 13, 1999, the Board of Directors of Harman International Industries, Incorporated (the "Company") declared a dividend distribution of one right (a "Right") for each share of Common Stock, par value $.01 per share (the "Common Shares"), of the Company outstanding at the close of business on December 27, 1999 (the "Record Date"), pursuant to the terms of a Rights Agreement, dated as of December 13, 1999 (the "Rights Agreement"), between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent. The Rights Agreement also provides, subject to specified exceptions and limitations, that Common Shares issued or delivered from the Company's treasury after the Record Date will be entitled to and accompanied by Rights. The Rights are in all respects subject to and governed by the provisions of the Rights Agreement, a copy of which (including all exhibits thereto) is filed as Exhibit 4.1 hereto and incorporated herein by this reference. A summary description of the Rights is set forth in Exhibit C to the Rights Agreement. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Businesses Acquired: None (b) Pro Forma Financial Information: None (c) Exhibits: Exhibit Number Exhibit --------- ------------- 4.1 Rights Agreement (including a Form of Certificate of Designation of Series A Junior Participating Preferred Stock as Exhibit A thereto, a Form of Right Certificate as Exhibit B thereto and a Summary of Rights to Purchase Preferred Stock as Exhibit C thereto) (Incorporated by reference to the Form 8-A filed by the Company on December 16, 1999) 99.1 Press release, dated December 13, 1999 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED By: /s/ Sidney Harman -------------------- Sidney Harman Chairman Dated: December 16, 1999 3 INDEX TO EXHIBITS ---------------------------------- Exhibit Number Exhibit ------- ------- 4.1 Rights Agreement (including a Form of Certificate of Designation of Series A Junior Participating Preferred Stock as Exhibit A thereto, a Form Right Certificate as Exhibit B thereto and a Summary of Rights to Purchase of Preferred Stock as Exhibit C thereto) (Incorporated by reference to the Form 8-A filed by the Company on December 16, 1999) 99.1 Press release, dated December 13, 1999 4 EX-9 2 EXHIBIT 99.1 HARMAN INTERNATIONAL [LOGO HERE] PRESS RELEASE December 13, 1999 FOR IMMEDIATE RELEASE Contact: Frank Meredith Chief Financial Officer Harman International Industries, Incorporated (818) 893-8411 HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED ANNOUNCES STOCKHOLDER RIGHTS PLAN WASHINGTON, D.C., December 13, 1999 - Harman International (NYSE:HAR) announced today that its Board of Directors had adopted a stockholder rights plan. The rights plan is similar to the rights plans adopted by thousands of other public companies. The Company will promptly make the required filings with the Securities and Exchange Commission and New York Stock Exchange setting forth details of the plan. Harman International Industries, Incorporated (www.harman.com) is a leading manufacturer of high-quality, high-fidelity audio and video products for the consumer and professional markets. The Company's stock is traded on the New York Stock Exchange under the Symbol: HAR. -----END PRIVACY-ENHANCED MESSAGE-----