As filed with the Securities and Exchange Commission on February 23, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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STEELCASE INC.
(Exact name of registrant as specified in its charter)
Michigan 38-0819050
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
901 44th Street
Grand Rapids, Michigan 49508
(Address, including zip code, of principal executive offices)
Steelcase Inc. Incentive Compensation Plan
(Full title of the plan)
Jon D. Botsford, Esq.
General Counsel and Secretary
Steelcase Inc.
901 44th Street
Grand Rapids, Michigan 49508
(616) 246-9600
(Name, address and telephone number, including area code, of agent for service)
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Copies of all communications to:
Jon D. Botsford, Esq.
General Counsel and Secretary
Steelcase Inc.
901 44th Street
Grand Rapids, Michigan 49508
(616) 246-9600
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Registration
to be Registered Registered(1) Per Share(2) Price(2) Fee
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Class A Common Stock.. 6,134,727 $33.60 $206,126,828 $ 60,808
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(1) Represents the maximum number of shares that may be acquired under the
Steelcase Inc. Incentive Compensation Plan.
(2) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of
1933, as amended, based upon the average of the high and low prices of
the Class A Common Stock as reported on the New York Stock Exchange on
February 18, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") and are incorporated by
reference herein:
(a) the Registrant's Prospectus dated February 17, 1998 (the
"Prospectus"), filed with the Commission on February 18, 1998 pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Securities
Act"), which Prospectus constitutes a part of the Company's Registration
Statement on Form S-1 (File No. 333-41647), effective February 17, 1998;
and
(b) the description of the Class A Common Stock of the Registrant
contained in the Prospectus.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference herein and to be a part hereof from
their respective dates of filing. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for the purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 561 of the Michigan Business Corporation Act provides that a
Michigan corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (whether civil, criminal, administrative or investigative),
other than an action by or in the right of the corporation, by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders, and with respect to any
criminal action or proceeding, if the person had no reasonable cause to
believe his or her conduct was unlawful. In addition, Section 562 of the
Michigan Business Corporation Act ("Section 562") provides that a Michigan
corporation may indemnify a person who was or is a party or is threatened to
be made a party to a threatened, pending or completed action or suit by or in
the right of the corporation by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, partner, trustee,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) and amounts
paid in settlement actually and reasonably incurred by the person in
connection with the action or suit, if the person acted in good faith
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and in a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation or its shareholders. Section 562 does not
permit indemnification for a claim, issue or matter in which the person has
been found liable to the corporation unless application for indemnification is
made to, and approved by, the court conducting the proceeding or another court
of competent jurisdiction.
The Registrant's Second Restated Articles of Incorporation provides that,
to the fullest extent permitted by the Michigan Business Corporation Act, no
director of the Registrant shall be personally liable to the Registrant or its
shareholders for or with respect to any acts or omissions in the performance
of his or her duties as a director of the Registrant. The Registrant's Amended
By-laws generally provide that, to the fullest extent permitted by the
Michigan Business Corporation Act, the Registrant shall (i) indemnify any
person who was, is or is threatened to be made, a party to any threatened,
pending or completed action, suit or proceeding (whether civil, criminal,
administrative or investigative) by reason of the fact that such person is or
was a director, officer or employee of the Registrant, or is or was serving at
the request of the Registrant as a director, officer, employee or agent of
another corporation (including a subsidiary corporation), limited liability
company, partnership, joint venture, trust, employee benefit plan or other
enterprise, or by reason of anything done by such person in such capacity
(collectively, "Covered Matters") and (ii) pay or reimburse the reasonable
expenses incurred by such person in connection with any Covered Matter in
advance of final disposition of such Covered Matter. In addition, the
Registrant's Amended By-laws allow the Registrant's Board of Directors to
authorize such other indemnification to directors, officers, employees and
agents by insurance, contract or otherwise as is permitted by law.
The foregoing statements are subject to the detailed provisions of the
Michigan Business Corporation Act, the Registrant's Second Restated Articles
of Incorporation and the Registrant's Amended By-laws.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description
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4.1* Second Restated Articles of Incorporation of the Registrant
(previously filed as Exhibit 3.1 of the Registrant's Registration
Statement on Form S-1 (File No. 333-41647), effective February 17,
1998).
4.2* Amended By-laws of the Registrant (previously filed as Exhibit 3.2
of the Registrant's Registration Statement on Form S-1 (File No.
333-41647), effective February 17, 1998).
4.3* Steelcase Inc. Incentive Compensation Plan (previously filed as
Exhibit 10.5 of the Registrant's Registration Statement on Form S-1
(File No. 333-41647), effective February 17, 1998).
5 Opinion of Honigman Miller Schwartz and Cohn as to the validity of
the securities to be issued.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Honigman Miller Schwartz and Cohn (contained in the
opinion of counsel filed as Exhibit 5).
24 Power of Attorney (set forth on page II-4).
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* Incorporated by reference.
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Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Grand Rapids, State of Michigan, on
this 23rd day of February, 1998.
STEELCASE INC.
By: /s/ James P. Hackett
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Name: James P. Hackett
Title: President and
Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Steelcase Inc., hereby
severally constitute and appoint James P. Hackett and Alwyn Rougier-Chapman,
and each of them singly, our true and lawful attorneys with full power to
them, and each of them singly, to sign for us and in our names in the
capacities indicated below any and all amendments to this Registration
Statement and generally to do all such things in our names and on our behalf
in our capacities as officers and directors of Steelcase Inc. to enable
Steelcase Inc. to comply with the provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by our
said attorneys, or either of them, to this Registration Statement and any and
all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
indicated capacities on this 23rd day of February, 1998.
Signature Title
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/s/ James P. Hackett President, Chief Executive Officer and
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(James P. Hackett) Director (Principal Executive Officer)
/s/ Alwyn Rougier-Chapman Senior Vice President--Finance, Chief
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(Alwyn Rougier-Chapman) Financial Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ William P. Crawford President and Chief Executive
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(William P. Crawford) Officer--Steelcase Design Partnership
and Director
/s/ Robert C. Pew II Chairman of the Board of Directors
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(Robert C. Pew II) and Director
/s/ Peter M. Wege Vice Chairman of the Board of Directors
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(Peter M. Wege) and Director
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Signature Title
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/s/ Robert C. Pew III Director
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(Robert C. Pew III)
/s/ Peter M. Wege II Director
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(Peter M. Wege II)
/s/ David D. Hunting, Jr. Director
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(David D. Hunting, Jr.)
/s/ Frank H. Merlotti Director
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(Frank H. Merlotti)
/s/ P. Craig Welch, Jr. Director
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(P. Craig Welch, Jr.)
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EXHIBIT INDEX
Exhibit No. Description
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4.1* Second Restated Articles of Incorporation of the Registrant
(previously filed as Exhibit 3.1 of the Registrant's Registration
Statement on Form S-1 (File No. 333-41647), effective
February 17, 1998).
4.2* Amended By-laws of the Registrant (previously filed as Exhibit 3.2
of the Registrant's Registration Statement on Form S-1 (File No.
333-41647), effective February 17, 1998).
4.3* Steelcase Inc. Incentive Compensation Plan (previously filed as
Exhibit 10.5 of the Registrant's Registration Statement on Form S-1
(File No. 333-41647), effective February 17, 1998).
5 Opinion of Honigman Miller Schwartz and Cohn as to the validity of
the securities to be issued.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Honigman Miller Schwartz and Cohn (contained in the
opinion of counsel filed as Exhibit 5).
24 Power of Attorney (set forth on page II-4).
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*Incorporated by reference.
EXHIBIT 5
[Letterhead of Honigman Miller Schwartz and Cohn]
February 20, 1998
Steelcase Inc.
901 44th Street
Grand Rapids, Michigan 49508
Ladies and Gentlemen:
We have represented Steelcase Inc., a Michigan
corporation (the "Company"), in connection with the
preparation and filing with the Securities and Exchange
Commission (the "Commission") of a Registration Statement on
Form S-8 (the "Registration Statement"), for registration
under the Securities Act of 1933, as amended (the "Securities
Act"), of a maximum of 6,134,727 shares of the Company's
Class A Common Stock (the "Class A Common Stock"), to be
issued pursuant to (a) the Steelcase Inc. Incentive
Compensation Plan (the "Plan") or (b) options granted under
the Plan.
Based upon our examination of such documents and
other matters as we deem relevant, it is our opinion that the
shares of Class A Common Stock to be offered by the Company
under the Plan pursuant to the Registration Statement have
been duly authorized and, (a) when issued and granted by the
Company in accordance with the Plan or (b) when issued and
sold by the Company in accordance with options granted under
the Plan, will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement. In giving such
consent, we do not admit hereby that we come within the
category of persons whose consent is required under Section 7
of the Securities Act or the Rules and Regulations of the
Commission thereunder.
Very truly yours,
/s/ Honigman Miller Schwartz and Cohn
HONIGMAN MILLER SCHWARTZ AND COHN
EXHIBIT 23.1
Consent of Independent Certified Public Accountants
Steelcase Inc.
Grand Rapids, Michigan
We hereby consent to the incorporation by reference of our
reports dated March 21, 1997, relating to the consolidated
financial statements and schedule of Steelcase Inc. (the
"Company") appearing in the Company's Registration Statement
(no. 333-41647) on Form S-1.
/s/ BDO Seidman, LLP
BDO Seidman, LLP
Grand Rapids, Michigan
February 23, 1998
