HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED (NYSE:HAR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December16, 2016, Harman International Industries,
Incorporated (the Company) entered into letter agreements with
each of Sandra E. Rowland, the Companys Executive Vice President
and Chief Financial Officer, and Phillip Eyler, the Companys
Executive Vice President and President, Connected Car Division,
that provide for (1)the accelerated vesting of time-based
restricted stock unit awards and, in the case of Ms.Rowland, a
portion of the performance-based restricted stock unit awards,
held by the executive officer; and (2)in the case of Ms.Rowland,
the accelerated payment of a prorated annual bonus for fiscal
year2017, in each case, on or prior to December30, 2016 and
subject to the obligations described below.
These actions are intended, by accelerating tax realization
events into the 2016 calendar year, to (a)reduce or eliminate
excise tax equalization payments that would become payable to
Ms.Rowland and Mr.Eyler in connection with the consummation of
the transactions contemplated by the Agreement and Plan of
Merger, dated as of November14, 2016 (the Merger Agreement), by
and among Samsung Electronics Co., Ltd., Samsung Electronics
America, Inc., Silk Delaware, Inc., and the Company; and
(b)preserve certain tax deductions that would otherwise be lost
to the Company. It is expected that all amounts accelerated would
have become due and payable upon the expected mid-2017
consummation of the transactions contemplated by the Merger
Agreement. The letter agreements provide that, if the
transactions are not so consummated, or if the applicable
executive officer is terminated with cause or voluntarily
terminates employment prior to consummation of the transactions,
the executive officer will generally be required to pay to the
Company the value of the after-tax proceeds that would not have
ultimately been paid absent the accelerations described above.
The foregoing description of the letter agreements with
Ms.Rowland and Mr.Eyler does not purport to be complete and is
qualified in its entirety by reference to the full text of the
letter agreements, which are attached hereto as Exhibits10.1 and
10.2, respectively, and incorporated herein by reference.
| Item8.01 | Other Events. |
On December 19, 2016, the Company received notice from the U.S.
Federal Trade Commission that it had granted early termination,
effective immediately, of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the HSR Act) for the pending acquisition of the Company by
Samsung Electronics Co., Ltd. to the Merger Agreement (the
Merger).
The early termination of the waiting period under the HSR Act
satisfies one of the conditions to the closing of the Merger,
which remains subject to other customary closing conditions,
including the adoption of the Merger Agreement by requisite vote
of the Companys stockholders and other regulatory approvals.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company filed
with the Securities and Exchange Commission (the SEC) a
preliminary proxy statement on December12, 2016. The Company
intends to file additional relevant materials with the SEC,
including a definitive proxy statement and will mail or otherwise
provide a copy of the definitive proxy statement to its
stockholders. BEFORE MAKING ANY VOTING DECISION, THE COMPANYS
STOCKHOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT,
THE DEFINITIVE PROXY STATEMENT (WHEN AVAILABLE) AND ANY OTHER
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION OR INCORPORATED BY REFERENCE THEREIN IN THEIR
ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED
TRANSACTION. Investors and security holders may obtain a free
copy of these materials, including any proxy
statement, and other documents that the Company files with the
SEC (when available) from the SECs website at www.sec.gov and the
Investors section of www.harman.com. In addition, any documents
filed by the Company with the SEC (when available), including any
proxy statement, may be obtained from the Company free of charge
by writing to Harman International Industries, Incorporated,
Attention: Corporate Secretary, 400 Atlantic Street, Suite 1500,
Stamford, Connecticut 06901, or by calling (203)328-3500.
Participants in the Solicitation
The Company and its directors, executive officers and employees
may be deemed, under SEC rules, to be participants in the
solicitation of proxies from the Companys stockholders with
respect to the proposed transaction. Security holders may obtain
information regarding the names, affiliations and interests of
such individuals in the Companys Annual Report on Form 10-K for
the fiscal year ended June30, 2016, filed with the SEC on
August11, 2016, and its definitive proxy statement for the 2016
annual meeting of stockholders, filed with the SEC on October25,
2016. Additional information regarding the interests of such
individuals in the proposed transaction was included in the
preliminary proxy statement relating to the proposed transaction
filed with the SEC on December12, 2016. These documents may be
obtained free of charge from the SECs website at www.sec.gov and
the Investors section of www.harman.com.
Forward-Looking Statements
Statements about the expected timing, completion and effects of
the proposed transaction and all other statements in this report
and the exhibits furnished or filed herewith, other than
historical facts, constitute forward-looking statements within
the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Readers are cautioned
not to place undue reliance on these forward-looking statements
and any such forward-looking statements are qualified in their
entirety by reference to the following cautionary statements. All
forward-looking statements speak only as of the date hereof and
are based on current expectations and involve a number of
assumptions, risks and uncertainties that could cause the actual
results to differ materially from such forward-looking
statements. The Company may be subject to certain risks during
the pendency of the transaction, and may not be able to complete
the proposed transaction on the terms described herein or other
acceptable terms or at all because of a number of factors,
including without limitation (1)the occurrence of any event,
change or other circumstances that could give rise to the
termination of the Merger Agreement, (2)the failure to obtain the
requisite approval of the Companys stockholders or the failure to
satisfy the other closing conditions, (3)risks related to
disruption of managements attention from the Companys ongoing
business operations due to the pending transaction and (4)the
effect of the announcement of the pending transaction on the
ability of the Company to retain and hire key personnel, maintain
relationships with its customers and suppliers, and maintain its
operating results and business generally.
Actual results may differ materially from those indicated by such
forward-looking statements. In addition, the forward-looking
statements represent the Companys views as of the date on which
such statements were made. The Company anticipates that
subsequent events and developments may cause its views to change.
However, although the Company may elect to update these
forward-looking statements at some point in the future, it
specifically disclaims any obligation to
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do so. These forward-looking statements should not be relied upon
as representing the Companys views as of any date subsequent to
the date hereof. Additional factors that may affect the business
or financial results of the Company are described in the risk
factors included in the Companys filings with the SEC, including
the Companys Annual Report on Form 10-K for the fiscal year ended
June30, 2016, which risk factors are incorporated herein by
reference.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. See Exhibit Index. |
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About HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED (NYSE:HAR)
Harman International Industries, Incorporated is engaged in the designing and engineering of connected products and solutions for automakers, consumers and enterprises, including connected car systems, audio and visual products, enterprise automation solutions and connected services. The Company’s segments include Connected Car, Lifestyle Audio, Professional Solutions, Connected Services and Other. The Connected Car segment designs, manufactures and markets connected car systems for vehicle applications. The Lifestyle Audio segment designs, manufactures and markets car audio systems. The Professional Solutions segment designs, manufactures and markets a range of audio, lighting, video and control, and automation solutions for entertainment and enterprise applications The Connected Services segment includes the operations of Symphony Teleca Corporation, Red Bend Ltd. and its automotive services businesses. Its brands include AKG, AMX, Crown, Infinity, JBL, Revel, Soundcraft and Studer. HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED (NYSE:HAR) Recent Trading Information
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED (NYSE:HAR) closed its last trading session up +0.34 at 111.00 with 730,792 shares trading hands.