8-K

UNITED STATES 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):  April 9, 2015 (April 8, 2015)

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Delaware (State or Other Jurisdiction of Incorporation) 001-09764 (Commission File Number) 11-2534306 (IRS Employer Identification No.)

400 Atlantic Street, Suite 1500

Stamford, CT 06901

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (203) 328-3500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01.Completion of Acquisition or Disposition of Assets

On April 8, 2015, Harman International Industries, Incorporated (the "Company") completed the previously announced acquisition of Symphony Teleca Corporation ("Symphony Teleca"), a privately held company, pursuant to the Agreement and Plan of Merger, dated as of January 22, 2015 (the "Merger Agreement"), by and among the Company, Symphony Teleca, Sabita Sub, Inc., a wholly owned subsidiary of the Company ("Merger Sub"), and Symphony Technology Group, L.L.C., solely in its capacity as Representative of the securityholders of Symphony Teleca, and separate Rollover Agreements, dated as of January 22, 2015 (the "Rollover Agreements" and together with the Merger Agreement, the "Transaction Agreements"), by and among the Company, Merger Sub and certain stockholders of Symphony Teleca.

Pursuant to the Rollover Agreements, Harman acquired certain shares of capital stock of Symphony Teleca in exchange in part for 1,410,161 shares of common stock, par value $0.01 per share, of the Company ("Company Common Stock").

Subsequently, pursuant to the Merger Agreement, Merger Sub merged with and into Symphony Teleca (the "Merger"), with Symphony Teleca surviving the Merger as a wholly owned subsidiary of the Company.   Pursuant to the Merger Agreement, upon effectiveness of the Merger securityholders of Symphony Teleca were entitled to receive cash consideration of approximately $305 million (subject to adjustment to the extent actual working capital and net indebtedness as of the closing date differs from the estimated working capital and net indebtedness).  The remaining portion of the purchase price will be payable in cash in the first quarter of calendar year 2016. In addition, securityholders of Symphony Teleca may also be entitled to an additional earn-out payment in the first quarter of calendar year 2016 based on Symphony Teleca's calendar year 2015 performance.

The foregoing description of the Transaction Agreements is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1, and the Rollover Agreements, the form of which was filed as Exhibit 2.2, to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2015, and incorporated herein by reference in their entirety.

Item 3.02.Unregistered Sales of Equity Securities

Under the terms of the Rollover Agreements described in Item 2.01 above, the Company issued 1,410,161 shares of Company Common Stock to the stockholders of Symphony Teleca party to the Rollover Agreements (the "Rollover Holders") in exchange in part for a number of their shares of Symphony Teleca capital stock.  The Company Common Stock was valued as provided in the Rollover Agreements at approximately $147 million.  The issuance of shares of Company Common Stock was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 of Regulation D promulgated thereunder, in reliance on each Rollover Holder's representation that it is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act.

Item 7.01.Regulation FD Disclosure.

On April 9, 2015, the Company issued a press release announcing the completion of the acquisition of Symphony Teleca. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 and in Exhibit 99.1 to this Current Report on Form 8-K is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities thereof, nor shall it be incorporated by reference into future filings by the Company under the Exchange Act or under the Securities Act of 1933, as amended, except to the extent specifically provided in any such filing.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated January 22, 2015, by and among Symphony Teleca Corporation, Harman International Industries, Incorporated, Sabita Sub, Inc., and Symphony Technology Group, L.L.C., solely in its capacity as Representative of the securityholders of Symphony Teleca (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Harman International Industries, Incorporated on January 26, 2015).
2.2	Form of Rollover Agreement (incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K filed by Harman International Industries, Incorporated on January 26, 2015).
99.1	Press Release, dated April 9, 2015

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/ Todd A. Suko
		Todd A. Suko
		Executive Vice President and General Counsel
Date: April 9, 2015

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated January 22, 2015, by and among Symphony Teleca Corporation, Harman International Industries, Incorporated, Sabita Sub, Inc., and Symphony Technology Group, L.L.C., solely in its capacity as Representative of the securityholders of Symphony Teleca (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Harman International Industries, Incorporated on January 26, 2015).
2.2	Form of Rollover Agreement (incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K filed by Harman International Industries, Incorporated on January 26, 2015).
99.1	Press Release, dated April 9, 2015

EX-99.1

Exhibit 99.1

Press Release

April 9, 2015

HARMAN COMPLETES ACQUISITION OF SYMPHONY TELECA

STAMFORD, CT  – HARMAN International Industries, Incorporated (NYSE:HAR) today announced the successful completion of its acquisition of Symphony Teleca, a global software services company based in Mountain View, CA. Symphony Teleca is a provider of software engineering and integration services that helps businesses rapidly design and develop innovative products and technologies at the convergence of device, sensors, cloud and data. Its solutions yield information and entertainment devices and systems that are connected, integrated, personalized, adaptive and secure across all platforms, from the work and home to car and mobile.

"The rapid growth of IoT and convergence of cloud, mobility and analytics is driving enormous opportunities across all areas of life," said Dinesh C. Paliwal, HARMAN Chairman, President and Chief Executive Officer. "With the addition of Symphony Teleca, HARMAN is gaining greater scale and depth in software and services to accelerate innovation and expand the markets we serve. Today marks a transformational day for our company as we form a fourth division – HARMAN Services – and welcome 8,000 new members to our team."

HARMAN Services, led by former Symphony Teleca CEO Sanjay Dhawan, will incorporate Symphony Teleca's business and focus on key verticals where both HARMAN and Symphony Teleca have a strong established presence, including automotive, mobile, telecom, media, consumer electronics, retail and healthcare. With more than 400 customers, including Google, Microsoft, Intel, Adobe, Jaguar Land Rover, Verizon, Comcast, Sirius XM and Tesco, Symphony Teleca has delivered more than 800 commercial Android products, from mobile phones and tablets to televisions and wearables, reflecting a reputation for successful innovation in fast-growing industries.

About HARMAN

HARMAN (www.harman.com) designs and engineers connected products and solutions for consumers, automakers and enterprises worldwide, including audio, visual and infotainment systems; enterprise automation solutions; and software services. With leading brands including AKG®, Harman Kardon®, Infinity®, JBL®, Lexicon® , Mark Levinson ® and Revel®, HARMAN is admired by audiophiles, musicians and the entertainment venues where they perform around the world. HARMAN also is a technology and integration services leader for the Automotive, Mobile, Telecommunications and Enterprise markets. More than 25 million automobiles on the road today are equipped with HARMAN audio and infotainment systems. The Company's software solutions power billions of mobile devices and systems that are connected, integrated, personalized, adaptive and secure across all platforms, from the work and home to car and mobile. HARMAN has a workforce of approximately 25,000 people across the Americas, Europe, and Asia and reported sales of $5.9 billion during the last 12 months ended December 31, 2014. The Company's shares are traded on the New York Stock Exchange under the symbol NYSE:HAR.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

Except for historical information contained herein, the matters set forth in this news release are forward-looking statements. Statements that are predictive in nature, that depend upon or refer to events or conditions or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," "will," "could" and similar expressions are forward-looking statements. The forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including the risks and uncertainties discussed in the company's Safe Harbor Compliance Statement for Forward-Looking Statements included in the company's recent filings, including Forms 10-K and 10-Q, with the Securities and Exchange Commission. The forward-looking statements speak only as of the date made, and the company undertakes no obligation to update these forward-looking statements.

© 2015 HARMAN International Industries, Incorporated. All rights reserved. Harman Kardon, Infinity, JBL, Lexicon and Mark Levinson are trademarks of HARMAN International Industries, Incorporated, registered in the United States and/or other countries. AKG is a trademark of AKG Acoustics GmbH, registered in the United States and/or other countries.

For further information please contact:

Darrin Shewchuk

Director, Corporate Communications

Tel:  +1 203 328 3834

darrin.shewchuk@harman.com