HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED (NYSE:HAR) Files An 8-K Termination of a Material Definitive Agreement
Termination of a Material Definitive
On March10, 2017, the Company terminated the Multi-Currency
Credit Agreement (the Credit Facility),
dated as of March26, 2015, among the Company, the subsidiary
borrowers referred to therein, JPMorgan Chase Bank, N.A., as
administrative agent, and the lenders party thereto. In
connection with the termination, the Company repaid all of the
outstanding obligations in respect of principal, interest and
fees under the Credit Facility. No early termination penalties
were incurred by the Company in connection with the termination
of the Credit Facility. Some of the lenders party to the Credit
Facility and/or their affiliates have in the past performed, and
may in the future from time to time perform, investment banking,
financial advisory, lending and/or commercial banking services,
or other services, for the Company and its affiliates, for which
they have received, and may in the future receive, customary
The foregoing description of the Credit Facility does not purport
to be complete, and is subject to, and qualified in its entirety
by, the full text of the Credit Facility, which was filed as
Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC
on March27, 2015, which is incorporated herein by reference.
Completion of Acquisition or Disposition of
The information provided in the Introductory Note to this Current
Report on Form 8-K is incorporated by reference in this Item
Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On March10, 2017, in connection with the consummation of the
Merger, the Company notified The New York Stock Exchange (the
NYSE) that each outstanding share of
Company Common Stock was cancelled and converted into the right
to receive the Merger Consideration, and requested that the
trading of Company Common Stock on the NYSE be suspended prior to
market open on March13, 2017. In addition, the Company requested
that the NYSE file with the SEC a notification of removal from
listing on Form25 to delist Company Common Stock from the NYSE
and to deregister Company Common Stock under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the
In addition, on March10, 2017, the Company notified the NYSE of
its intention to voluntary delist the 2.000% Senior Notes (the
Notes) issued by Harman Finance
International, S.C.A., a wholly owned subsidiary of the Company,
from the NYSE. Taking into account, among other things, the
significant legal, accounting, administrative and other direct
and indirect costs associated with maintaining a listing on the
NYSE, the Board of Directors of the Company following the closing
of the Merger (the Board) determined
that it is in the best interests of the Company and its sole
stockholder to delist the Notes from the NYSE and to deregister
the Notes from Section 12(b) of the Exchange Act. The delisting
and deregistration will be effective on the 10th day following
the filing of a Form 25 with the SEC.
After the delisting and deregistration, holders of the Notes will
continue to receive interest payments through the trustee, U.S.
Bank National Association, and the Notes will continue to be
traded over-the-counter. The Company has not made arrangements
for the listing and/or registration of the Notes on another
national securities exchange or quotation medium.
The Company intends to file with the SEC a Form 15 notification
of suspension of the reporting obligations of the Company under
Sections 13(a) and 15(d) of the Exchange Act.
Material Modification to Rights of Security
The information set forth in the Introductory Note and Item 3.01
of this Current Report on Form 8-K is incorporated by reference
in this Item 3.03.
In connection with the Merger and at the Effective Time, holders
of Company Common Stock immediately prior to such time ceased to
have any rights as stockholders in the Company (other than their
right to receive the Merger Consideration to the Merger
|Item5.01.||Changes in Control of Registrant.|
The information set forth in the Introductory Note of this
Current Report on Form 8-K is incorporated by reference in this
In connection with the Merger and at the Effective Time, a change
of control of the Company occurred and the Company became a
wholly owned subsidiary of Samsung.
Item5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
In connection with the Merger, each of Adriane M. Brown, John W.
Diercksen, Ann McLaughlin Korologos, Robert Nail, Dinesh C.
Paliwal, Abraham N. Reichentel, Kenneth M. Reiss, Hellene S.
Runtagh, Frank S. Sklarsky and Gary G. Steel resigned from his or
her respective position as a member of the Board, and any
committee thereof, effective as of the Effective Time.
Immediately following the Effective Time and in accordance with
the Companys bylaws, the following directors were appointed to
the Board: Young Sohn, Boo-Keun Yoon, Sang-Hoon Lee and Dinesh
Paliwal. Young Sohn will serve as the Chairman of the Board.
The executive officers of the Company immediately prior to the
Effective Time will continue to serve in their current positions
with the Company.
Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
to the terms of the Merger Agreement, at the Effective Time, the
Companys certificate of incorporation and bylaws were amended and
restated in their entirety. The Amended and Restated Certificate
of Incorporation and Amended and Restated Bylaws of the Company
are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively,
and are incorporated herein by reference.
A copy of the press release, dated March10, 2017, announcing the
completion of the Merger to the Merger Agreement, as well as the
voluntary delisting of the Notes, is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
|Item9.01.||Financial Statements and Exhibits.|
Agreement and Plan of Merger, dated as of November14, 2016,
by and among Harman International Industries, Incorporated,
Samsung Electronics Co., Ltd., Samsung Electronics America,
Inc. and Silk Delaware, Inc. (incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K filed by Harman
International Industries, Incorporated with the SEC on
Amended and Restated Certificate of Incorporation of Harman
International Industries, Incorporated.
Amended and Restated Bylaws of Harman International
|99.1||Press Release, dated March10, 2017.|
Schedules and exhibits have been omitted to Item 601(b)(2) of
Regulation S-K. The Company hereby undertakes to furnish
supplementally copies of any of the omitted schedules or
exhibits upon request by the SEC.
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 00.00 at 111.50 with 1,077,241 shares trading hands.