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): October 26, 2007
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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001-09764
(Commission
File Number)
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11-2534306
(IRS Employer
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Certain Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
General
On October 26, 2007, the Board of Directors of Harman International Industries, Incorporated
was increased from five to seven members. On that date, and upon the recommendation of the
Nominating and Governance Committee of the Company’s Board of Directors, Dr. Harald Einsmann and
Brian F. Carroll were appointed to serve as members of the Board of Directors. Dr. Einsmann’s and
Mr. Carroll’s compensation for their services as directors will be consistent with that of the
Company’s other non-management directors, as described in the Company’s proxy statement, filed with
the SEC on October 29, 2007, under “The Board, Its Committees and Its Compensation — Director
Compensation.”
Dr. Harald Einsmann
Dr. Harald Einsmann serves in the class of directors the term of which will expire at the 2007
Annual Meeting of Stockholders, which will be held on December 17, 2007. He has been nominated for
reelection to the Board at that meeting. Dr. Einsmann has not been, and is not expected to be,
named to any committee of the Board at this time. There are no arrangements or understandings
between Dr. Einsmann and any other person pursuant to which he was selected as a director. There
are no transactions involving Dr. Einsmann that would be required to be reported under Item 404(a)
of Regulation S-K.
Brian F. Carroll
Brian F. Carroll serves in the class of directors the term of which will expire at the 2008
Annual Meeting of Stockholders. Mr. Carroll has not been, and is not expected to be, named to any
committee of the Board at this time.
Mr. Carroll is a member of KKR & Co. LLC, which serves as a general partner of Kohlberg Kravis
Roberts & Co. L.P. (“KKR”). On October 22, 2007, the Company entered into an agreement terminating
its merger agreement with companies formed by investment funds affiliated with KKR and GS Capital
Partners VI Fund, L.P. and its related funds (“GSCP”), which are sponsored by Goldman, Sachs & Co.
Under this termination agreement, the Company, KKR and affiliates of KKR and GSCP agreed to release
each other from all claims and actions arising out of or related to the merger agreement and the
related transactions. In connection with this termination agreement, the Company issued $400.0
million of its 1.25% Convertible Senior Notes due 2012, of which $342.8 million was either
purchased by an affiliate of KKR or for which KKR has substantial economic benefit and risk. The
Company also agreed to provide KKR registration rights with respect to the notes purchased in the
transaction and the Company’s Common Stock into which the notes may be converted.
Further, in connection with the note purchase, KKR has the right to designate a nominee to the
Company’s Board of Directors, for the Board’s consideration, which designee must be qualified and
suitable to serve under all applicable Company policies and guidelines and other regulatory
requirements, meet the independence requirements of the New York Stock Exchange and otherwise be
acceptable to the Board in its good faith discretion. For so long as KKR continues to have ownership rights as to at least $200.0 million principal amount of the notes or
until the occurrence of other specified events, KKR will have the right to select a successor
designee in the event the designee ceases to serve on the Board, provided the membership
requirements are met. Mr. Carroll was KKR’s nominee.