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 30, 2007
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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001-09764
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11-2534306 |
| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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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)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On October 30, 2007, Harman International Industries, Incorporated (“Harman”) entered into an
accelerated share repurchase (“ASR”) agreement with Bear, Stearns International Limited (“Bear
Stearns”) and a separate ASR agreement with J.P. Morgan Securities Inc., as agent for JPMorgan
Chase Bank, National Association, London Branch (“JP Morgan”). Pursuant to these agreements,
Harman purchased, in the aggregate, 4,775,549 shares of its common stock for a total purchase price
of approximately $400 million, subject to adjustment.
The final settlements of the ASR agreements with Bear Stearns and JP Morgan are scheduled for
late February 2008. As a result of the settlements, Harman may receive or be required to remit a
price adjustment, payable at Harman’s option, in cash or stock, based on the volume weighted
average price of Harman’s common stock during the respective terms of the ASR agreements. Each of
the ASR agreements contains customary representations and warranties, covenants and conditions and
indemnification provisions.
The foregoing description of the ASR agreements is a summary and is qualified in its entirety
by the terms of the ASR agreements, copies of which are filed herewith as Exhibits 10.1 and 10.2,
and incorporated herein by reference.
Bear Stearns and JP Morgan or their respective affiliates have provided, and may in the future
provide, commercial banking, investment banking and other financial services to Harman for which
they have received, and may in the future receive, customary compensation and reimbursement of
expenses.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
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10.1
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Confirmation between Harman International Industries,
Incorporated and Bear, Stearns International Limited, dated
October 30, 2007. |
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10.2
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Confirmation between Harman International Industries,
Incorporated and J.P. Morgan Securities Inc., as agent for
JPMorgan Chase Bank, National Association, London Branch,
dated October 30, 2007. |
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