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): June 22, 2006
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
| Delaware
|
|
001-09764
|
|
11-2534306 |
| (State or Other Jurisdiction
|
|
(Commission
|
|
(IRS Employer |
| of Incorporation)
|
|
File Number)
|
|
Identification No.) |
1101 Pennsylvania Avenue, N.W., Suite 1010
Washington, D.C. 20004
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (202) 393-1101
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):
| |
|
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| |
|
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
| |
| |
|
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
| |
| |
|
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On June 22, 2006, Harman International Industries, Incorporated, a Delaware corporation (the
“Company”), amended and restated its Multi-Currency, Multi-Option Credit Agreement (as so amended
and restated, the “Restated Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative
agent and the other banks and financial institutions party thereto.
The Restated Credit Agreement, among other things, adds Harman Holding GmbH & Co. KG (“Harman
Holding”), a limited partnership organized under the laws of Germany and wholly-owned subsidiary of
the Company, as an additional borrower and amends the borrowers’ conditional option to increase the
maximum aggregate revolving commitment amount from $350 million to $550 million.
In connection with the Restated Credit Agreement, the Company entered into a Guarantee, dated
as of June 22, 2006 (the “Guarantee”), whereby the Company guarantees payment and performance by
Harman Holding of its financial obligations under the Restated Credit Agreement.
The Restated Credit Agreement is an unsecured, five-year multi-currency, multi-option
revolving credit facility that matures on June 28, 2010. The maximum principal amount of
borrowings currently permitted under the Restated Credit Agreement is $300 million (subject to
increase upon the exercise of the conditional option described above).
Borrowings under the Restated Credit Agreement bear interest at a floating rate. The Restated
Credit Agreement contains covenants that, among other things, require the Company to maintain a
debt to capitalization ratio and an interest coverage ratio, and limit the ability of the Company
and certain of its subsidiaries to encumber or sell assets, to incur additional subsidiary debt,
and to make certain investments. The Restated Credit Agreement permits the Company to pay
dividends or repurchase its capital stock without any dollar limitation provided that the Company
would be in compliance with its financial covenants in the Restated Credit Agreement after giving
effect to such dividend or repurchase.
The foregoing descriptions of the Restated Credit Agreement and Guarantee are not complete and
are qualified in their entirety by reference to the Restated Credit Agreement, a copy of which is
filed herewith as Exhibit 10.1 and to the Guarantee, a copy of which is filed herewith as Exhibit
10.2, each of which is incorporated herein by reference.
JPMorgan Chase Bank, N.A. and its affiliates have provided and may in the future provide
certain advisory and investment banking services in the ordinary course of business for the
Company, for which they receive customary fees and expenses.
2