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
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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400 Atlantic Street, Suite 1500
Stamford, CT
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06901
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(Address of Principal Executive Offices)
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(Zip Code)
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(203)
328-3500
(Registrants telephone number, including area code)
Not Applicable
(Former
name or Former Address, if Changed Since Last Report)
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:
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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))
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Introductory Note.
As previously disclosed in the Current Report on Form
8-K
filed by Harman International Industries, Incorporated, a
Delaware corporation (the
Company
), with the U.S. Securities and Exchange Commission (the
SEC
) on November 14, 2016, the Company entered into an Agreement and Plan of Merger (the
Merger Agreement
), dated as of November 14, 2016, with Samsung Electronics Co., Ltd., a Korean corporation (
Samsung
), Samsung Electronics America, Inc., a New York corporation and wholly owned
subsidiary of Samsung (
Samsung USA
), and Silk Delaware, Inc., a Delaware corporation and wholly owned subsidiary of Samsung USA (
Merger Sub
), providing for, subject to the terms and conditions set
forth in the Merger Agreement, the merger of Merger Sub with and into the Company (the
Merger
), with the Company surviving as a wholly owned subsidiary of Samsung. On March 10, 2017, Samsung completed its acquisition
of the Company pursuant to the Merger Agreement and the Company became a wholly owned subsidiary of Samsung.
At the effective time of the Merger (the
Effective Time
), each share of the Companys common stock, par value $0.01 per share (
Company Common Stock
), issued and outstanding immediately prior to the Effective Time (other than shares
owned by the Company, any of the Companys wholly owned subsidiaries, Samsung, Samsung USA or Merger Sub, or by stockholders who have properly exercised and perfected appraisal rights under Delaware law) was converted into the right to receive
$112.00 in cash, without interest and less any applicable withholding taxes (the
Merger Consideration
). Shares of Company Common Stock held by Samsung, Samsung USA or Merger Sub and by the Company or any wholly owned
subsidiary of the Company will be cancelled and are not entitled to receive the Merger Consideration.
Pursuant to the Merger Agreement, at the Effective
Time, each outstanding and unexercised option to purchase shares of Company Common Stock (each a
Company Option
) and each outstanding and unexercised stock appreciation right (each a
Company SAR
)
in respect of Company Common Stock, whether vested or unvested, was cancelled and the holder thereof became entitled to receive an amount in cash equal to the Merger Consideration, net of the exercise price per share of such Company Option or
Company SAR, as applicable, and less any applicable tax withholding. In addition, immediately prior to the Effective Time, each outstanding restricted stock unit in respect of Company Common Stock (each, a
Company RSU
) (1)
that vested solely based on the passage of time became fully earned and vested and (2) that vested in whole or in part based on performance conditions for which the applicable performance period was not complete as of immediately prior to the
Effective Time vested to the extent provided for in the award agreement applicable to such Company RSU. Each Company RSU award so vested was converted into the right to receive an amount in cash equal to the Merger Consideration for each share of
Company Common Stock underlying such Company RSU, plus any accrued but unpaid dividend equivalents relating to such Company RSU award and less any applicable tax withholding.
The total purchase price paid was approximately $8.02 billion, without giving effect to related transaction fees and expenses. The funds used to
consummate the Merger were funded by cash on hand.
The foregoing description of the Merger Agreement and the Merger is not complete and is subject to,
and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was attached as Exhibit 2.1 to the Companys Current Report on Form
8-K
filed with the SEC on November 14,
2016 and the terms of which are incorporated herein by reference.
Item 1.02.
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Termination of a Material Definitive Agreement.
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On March 10, 2017, the Company terminated the
Multi-Currency Credit Agreement (the
Credit Facility
), dated as of March 26, 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 compensation.
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 March 27, 2015, which is incorporated herein by reference.
Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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The information provided in the Introductory Note
to this Current Report on Form
8-K
is incorporated by reference in this Item 2.01.
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Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On
March 10, 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 March 13, 2017. In addition, the Company requested that the NYSE file with the SEC a notification
of removal from listing on Form 25 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
Exchange Act
).
In addition, on March 10, 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.
Item 3.03.
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Material Modification to Rights of Security Holders.
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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 pursuant to the Merger
Agreement).
Item 5.01.
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Changes in Control of Registrant.
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The information set forth in the Introductory Note of this Current
Report on Form
8-K
is incorporated by reference in this Item 5.01.
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.
Item 5.02. 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.
Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Pursuant 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 March 10, 2017, announcing the completion of the
Merger pursuant 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.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Description
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2.1
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Agreement and Plan of Merger, dated as of November 14, 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 November 14, 2016).*
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3.1
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Amended and Restated Certificate of Incorporation of Harman International Industries, Incorporated.
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3.2
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Amended and Restated Bylaws of Harman International Industries, Incorporated.
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99.1
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Press Release, dated March 10, 2017.
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*
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Schedules and exhibits have been omitted pursuant 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.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Harman International Industries, Incorporated
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By:
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/s/ Todd A. Suko
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Todd A. Suko
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Executive Vice President and General Counsel
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Dated: March 10, 2017
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