8-A12B/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A
(Amendment No. 1)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	11-2534306
(State of incorporation or organization)	(I.R.S. Employer Identification no.)
1101 Pennsylvania Avenue, N.W., Suite 1010, Washington, D.C.	20004
(Address of principal executive offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which
to be so registered	each class is to be registered
Rights to Purchase Preferred Shares	New York Stock Exchange
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. þ	If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. o

Securities Act registration statement file number to which this form relates:
	(If applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

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(Title of class)

TABLE OF CONTENTS

	Item 1. Description of Registrant’s Securities to be Registered.
SIGNATURE
INDEX TO EXHIBITS
Amendment to the Rights Agreement

Item 1. Description of Registrant’s Securities to be Registered.

     On April 26, 2007, Harman International Industries, Inc. (the “Company”) announced that it entered into an agreement to be acquired by affiliates of Kohlberg Kravis Roberts & Co. L.P. and GS Capital Partners (the “Transaction”). In connection with the Transaction, the Company’s Board of Directors adopted and approved an amendment (the “Amendment”) to the Rights Agreement, dated as of December 13, 1999 (the “Rights Agreement”), by and between the Company and Mellon Investor Services LLC (formerly ChaseMellon Shareholder Services, L.L.C.), as Rights Agent, which made the provisions of the Rights Agreement inapplicable to the Transaction.

     The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment attached as Exhibit 4.1, which is incorporated herein by reference.

Item 2.	Exhibits.
	Exhibit Number	Exhibit
	4.1	Amendment No. 1, dated as of April 26, 2007, to the Rights Agreement, dated as of December 13, 1999, by and between the Company and Mellon Investor Services LLC (formerly ChaseMellon Shareholder Services, L.L.C.), as rights agent

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SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
By:	/s/ Sandra B. Robinson
	Sandra B. Robinson
	Vice President — Financial Operations and Chief Accounting Officer

Date: April 27, 2007

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INDEX TO EXHIBITS

Exhibit
Number	Exhibit
4.1	Amendment No. 1, dated as of April 26, 2007, to the Rights Agreement, dated as of December 13, 1999, by and between the Company and Mellon Investor Services LLC (formerly ChaseMellon Shareholder Services, L.L.C.), as rights agent

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EX-4.1

Exhibit 4.1

AMENDMENT NO. 1 TO RIGHTS AGREEMENT

     Amendment No. 1, dated as of April 26, 2007 (this “Amendment”), to the Rights Agreement, dated as of December 13, 1999 (the “Rights Agreement”), by and between Harman International Industries, Incorporated (the “Company”) and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), as rights agent (the “Rights Agent”).

RECITALS

     WHEREAS, the Company intends to enter into an Agreement and Plan of Merger, dated as of April 26, 2007 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among KHI Inc. (“Parent”), KHI Merger Sub Inc. (“Merger Sub”), and the Company;

     WHEREAS, the Board of Directors of the Company has determined that the Merger Agreement, on the terms and subject to the conditions set forth therein, and the transactions contemplated thereby, including, without limitation, the Merger (as defined in the Merger Agreement), are advisable and in the best interests of the Company and its stockholders;

     WHEREAS, the Board of Directors of the Company has approved the Merger Agreement and declared it advisable;

     WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and its stockholders to amend the Rights Agreement as set forth in this Amendment;

     WHEREAS, pursuant to Section 27 of the Rights Agreement, prior to the time at which the Rights cease to be redeemable, and subject to the last sentence of Section 27 of the Rights Agreement, the Company may in its sole and absolute discretion, and the Rights Agent will if the Company so directs, supplement or amend any provision of the Rights Agreement in any respect in accordance with the provisions of such Section; and

     WHEREAS, pursuant to the terms of the Rights Agreement and in accordance with Section 27 thereof, the Company has directed that the Rights Agreement be amended as set forth in this Amendment, and hereby directs the Rights Agent to execute this Amendment.

AGREEMENT

     NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth in the Rights Agreement and in this Amendment, the parties hereto hereby amend the Rights Agreement as follows:

1. Section 1(j) of the Rights Agreement is hereby amended and restated in its entirety as follows:

     “(j) “Expiration Date” means the earliest of (i) the Close of Business on the Final Expiration Date, (ii) the time at which the Rights are redeemed as provided in

Section 23, (iii) the time at which all exercisable Rights are exchanged as provided in Section 24, and (iv) the time immediately prior to the Effective Time (as defined in the Merger Agreement), but only if the Effective Time shall occur.”

2. Section 1 of the Rights Agreement is hereby amended by adding the following new Section 1(dd) immediately following Section 1(cc):

     “(dd) “Merger Agreement” means the Agreement and Plan of Merger, dated as of April 26, 2007, as it may be amended or supplemented from time to time, by and among KHI Inc. (“Parent”), KHI Merger Sub Inc. (“Merger Sub”), and the Company.”

3. Section 1 of the Rights Agreement is hereby further amended by adding the following new paragraph at the end of that Section:

     “Notwithstanding anything in this Agreement to the contrary, none of Parent, Merger Sub, any of their Affiliates or Associates or any of their permitted assignees or transferees shall be deemed an Acquiring Person, none of a Distribution Date, a Share Acquisition Date, a Flip-in Event, a Flip-over Event or a Triggering Event shall be deemed to occur or to have occurred, and the Rights will not become separable, distributable, unredeemable, triggered or exercisable, in each such case, by reason or as a result of (i) the approval, execution, delivery or performance of the Merger Agreement, (ii) the consummation of the Merger (as defined in the Merger Agreement), (iii) the consummation of the other transactions contemplated by the Merger Agreement, or (iv) the announcement of any of the foregoing.”

4.	The Rights Agreement shall not otherwise be supplemented or amended by virtue of this Amendment, but shall remain in full force and effect.
5.	The Company or its successor shall provide to the Rights Agent written notice of the Effective Time promptly after its occurrence.
6.	Capitalized terms used without other definition in this Amendment shall be used as defined in the Rights Agreement.
7.	This Amendment will be deemed to be a contract made under the internal substantive laws of the State of Delaware and for all purposes will be governed by and construed in accordance with the internal substantive laws of such State applicable to contracts to be made and performed entirely within such State; provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.
8.	This Amendment shall be effective as of, and immediately prior to, the execution and delivery of the Merger Agreement, and all references to the Rights Agreement shall, from and after such time, be deemed to be references to the Rights Agreement as amended hereby.
9.	Exhibits B and C to the Rights Agreement shall be deemed amended in a manner consistent with this Amendment.

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10.	By its execution and delivery hereof, the Company directs the Rights Agent to execute this Amendment.
11.	This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

     IN WITNESS WHEREOF, this Amendment has been duly executed by the Company and the Rights Agent as of the effective time stated above.

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
By:	/s/ Edwin C. Summers
	Edwin C. Summers
	Vice President and General Counsel

MELLON INVESTOR SERVICES LLC
By:	/s/ Sharon Knepper
	Sharon Knepper
	Vice President and Client Relationship Executive

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