As filed with the Securities and Exchange Commission on February 23, 1998
Registration No. 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------------
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. Employee Stock Purchase 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)
----------------------------
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
----------------------------
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed
Proposed Maximum
Maximum Aggregate
Title of Securities Amount to be Offering Price Offering Amount of
to be Registered Registered(1) Per Share(2) Price(2) Registration Fee
- -------------------------------------------------------------------------------
Class A Common Stock... 1,500,000 $23.80 $35,700,000 $10,532
===============================================================================
(1) Represents the maximum number of shares that may be acquired under the
Steelcase Inc. Employee Stock Purchase Plan.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
based upon the exercise price of $23.80 per share of the options to be
granted under the Steelcase Inc. Employee Stock Purchase Plan.
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<PAGE>
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
II-1
<PAGE>
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
- ----------- -----------
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. Employee Stock Purchase Plan.
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).
- ----------------------------
* Incorporated by reference.
II-2
<PAGE>
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.
II-3
<PAGE>
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
---------------------------
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
--------- -----
/s/ James P. Hackett President, Chief Executive Officer and Director
- -----------------------------
(James P. Hackett) (Principal Executive Officer)
/s/ Alwyn Rougier-Chapman Senior Vice President--Finance, Chief Financial
- -----------------------------
(Alwyn Rougier-Chapman) Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ William P. Crawford President and Chief Executive Officer--
- -----------------------------
(William P. Crawford) Steelcase Design Partnership and Director
/s/ Robert C. Pew II Chairman of the Board of Directors and Director
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(Robert C. Pew II)
/s/ Peter M. Wege Vice Chairman of the Board of Directors and
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(Peter M. Wege) Director
II-4
<PAGE>
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.)
II-5
<PAGE>
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. Employee Stock Purchase Plan.
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).
- ---------------------------
*Incorporated by reference.
EXHIBIT 4.3
Employee Stock Purchase Plan
Steelcase Inc.
December 2, 1997
<PAGE>
Contents
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Article 1. Purpose and Effective Date 1
Article 2. Definitions 1
Article 3. Administration 3
Article 4. Number of Shares 4
Article 5. Eligibility Requirements 4
Article 6. Enrollment 5
Article 7. Grant of Options on Enrollment 5
Article 8. Payment 5
Article 9. Purchase of Shares 5
Article 10. Withdrawal from the Plan, Termination of Employment, 7
and Leave of Absence
Article 11. Designation of Beneficiary 7
Article 12. Miscellaneous 7
<PAGE>
Steelcase Inc.
Employee Stock Purchase Plan
Article 1. Purpose and Effective Date
1.1 The purpose of the Steelcase Inc. Employee Stock Purchase
Plan (the "Plan") is to provide an opportunity for employees of
Steelcase Inc. (the "Company") to purchase shares of common stock of
the Company in a way which is both convenient and on a basis more
favorable than would otherwise be available. The Company believes that
employee participation in ownership of the Company on this basis will
be to the mutual benefit of both the employee and the Company. It is
the intent of the Company to have the Plan qualify as an "employee
stock purchase plan" under Section 423 of the Code. The provisions of
the Plan shall be construed to extend and limit participation in a
manner consistent with the requirements of Section 423 of the Code.
1.2 It is intended that an initial Purchase Period will exist
from the IPO Date to the first business day on or after the date 70
days after the IPO Date, or such other date as the Committee may
designate. Thereafter, it is intended that any future Purchase Periods
will commence, if at all, at such times designated by the Committee.
1.3 The Plan shall be effective on the date of approval by the
Company's shareholders (the "Effective Date"). The Plan shall remain
in effect in accordance with Section 12.6 of the Plan.
Article 2. Definitions
Whenever used in the Plan, the following terms shall have the
meanings set forth below, and when the meaning is intended, the
initial letter of the word shall be capitalized:
2.1 "Account" means a recordkeeping account maintained for a
Participant to which Participant contributions and payroll
deductions, if applicable, shall be credited.
2.2 "Board" means the Board of Directors of the Company.
2.3 "Code" means the Internal Revenue Code of 1986, as amended.
2.4 "Committee" shall have the meaning ascribed to it in Section
3.1 hereof.
2.5 "Company" means Steelcase Inc., a Michigan corporation.
2.6 "Cut-Off Date" means the date established by the Committee
from time to time by which enrollment forms must be received
prior to an Enrollment Date.
2.7 "Disability" shall have the meaning ascribed to such term in
the Participant's governing long-term disability plan, or if
no such plan exists, at the discretion of the Board.
2.8 "Effective Date" shall have the meaning ascribed to it in
Section 1.3 hereof.
1
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2.9 "Eligible Employee" means an Employee eligible to
participate in the Plan in accordance with Section 5.
2.10 "Employee" means any active employee of the Company or a
Participating Subsidiary.
2.11 "Enrollment Date" means the first Trading Day of a Purchase
Period.
2.12 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
2.13 "Fair Market Value" means, as of any applicable date, the
opening sale price on the principal securities exchange on
which the Shares are traded or, if there is
no such sale on the relevant date, then on the last previous
day on which a sale was reported.
2.14 "Grant Date" means a date on which an Eligible Employee is
granted an option under the Plan pursuant to Section 7.
2.15 "Grant Price" means the Fair Market Value of a Share on the
Grant Date for such option.
2.16 "IPO Date" shall mean the first day on which Shares are
publicly traded on the New York Stock Exchange.
2.17 "Participant" means an Eligible Employee who has enrolled in
the Plan pursuant to Section 6.
2.18 "Participating Subsidiary" means a Subsidiary which has been
designated by the Committee in accordance with Section 3.2
of the Plan as covered by the Plan.
2.19 "Purchase Date" with respect to a Purchase Period means the
last Trading Day in such Purchase Period.
2.20 "Purchase Date Price" means the Fair Market Value of a Share
on the applicable Purchase Date.
2.21 "Purchase Period" means the period beginning on the IPO Date
and ending on the first business day on or after the date 70
days after the IPO Date, or such other date as the Committee
may designate, and each period, if any, thereafter
designated by the Committee; provided, that such period
shall, in no event end later than (a) five (5) years from
the date the option is exercised if the Purchase Price is to
be not less than eighty-five percent (85%) of the Fair
Market Value of the Shares on the Purchase Date; or (b)
otherwise, twenty-seven (27) months from the Grant Date.
2.22 "Purchase Price" means the price designated by the
Committee, at which each Share may be purchased under any
option, but in no event less than eighty-five percent (85%)
of the lesser of:
(a) The Grant Price, as defined in Section 2.15; and
2
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(b) The Purchase Date Price, as defined in Section 2.20
2.23 "Retirement" or "Retire" means termination of employment on
or after the date on which the sum of the Participant's age
at his or her last birthday and the number of the
Participant's completed whole years of continuous employment
with the Company or any Subsidiary equals 80.
2.24 "Rule 16b-3" means Rule 16b-3 under the Exchange Act.
2.25 "Shares" means shares of the Company's Class A Common Stock.
2.26 "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company if, as of the
applicable Enrollment Date, each of the corporations other
than the last corporation in the chain owns stock possessing
fifty percent (50%) or more of the total combined voting
power of all classes of stock in one of the other
corporations in the chain.
2.27 "Trading Day" means any day the New York Stock Exchange is
open for trading.
Article 3. Administration
3.1 General. The Plan shall be administered by a Committee
appointed by the Board (the "Committee"). The members of the Committee
shall be appointed from time to time by, and shall serve at the
discretion, of the Board. The Committee shall have the authority to
delegate administrative duties to employees, officers, or directors of
the Company.
3.2 Authority of the Committee. The Committee shall have the
power, subject to and within the limits of the express provisions of
the Plan, to construe and interpret the Plan and options granted under
it; to establish, amend, and revoke rules and regulations for
administration of the Plan; to determine all questions of policy and
expediency that may arise in the administration of the Plan; and,
generally, to exercise such powers and perform such acts as the
Committee deems necessary or expedient to promote the best interests
of the Company, including, but not limited to, designating from time
to time which Subsidiaries of the Company shall be Participating
Subsidiaries. The Committee's determinations as to the interpretation
and operation of this Plan shall be final and conclusive.
In exercising the powers described in the foregoing paragraph,
the Committee may adopt special or different rules for the operation
of the Plan including, but not limited to, rules which allow employees
of any foreign Subsidiary to participate in, and enjoy the tax
benefits offered by, the Plan; provided that such rules shall not
result in any grantees of options having different rights and/or
privileges under the Plan nor otherwise cause the Plan to fail to
satisfy the requirements of Section 423 of the Code and the
regulations thereunder.
3
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Article 4. Number of Shares
4.1 Number of Shares Available for Grant. One million five hundred
thousand (1,500,000) Shares are reserved for sale and authorized for
issuance pursuant to the Plan. Shares sold under the Plan shall be now
or hereafter issued or authorized but unissued. If any option granted
under the Plan shall for any reason terminate without having been
exercised, the Shares not purchased under such option shall again
become available for the Plan.
4.2 Adjustments. In the event of any change in corporate
capitalization such as a stock split, or a corporate transaction such
as any merger, consolidation, separation, including a spin-off, or
other distribution of stock or property of the Company, any
reorganization (whether or not such reorganization comes within the
definition of such term in Code Section 368) or any partial or
complete liquidation of the Company, the Committee may make such
adjustment it deems appropriate and equitable to prevent dilution or
enlargement of rights in the number and class of Shares which may be
delivered under Section 4.1, in the number, class of and/or price of
Shares available for purchase under the Plan and in the number of
Shares which an employee is entitled to purchase.
Article 5. Eligibility Requirements
5.1 General. Except as provided in Section 5.2, each Employee
shall become eligible to participate in the Plan in accordance with
Section 6 on the first Enrollment Date on or following the later of
(a) the date such individual becomes an Employee; or (b) the IPO Date.
Participation in the Plan is entirely voluntary.
5.2 Exceptions to Eligibility. The following Employees are not
eligible to participate in the Plan:
(a) Employees who, immediately upon purchasing Shares under
the Plan, would own directly or indirectly, or hold
options or rights to acquire, an aggregate of five
percent (5%) or more of the total combined voting power
or value of all outstanding shares of all classes of
stock of the Company or any Subsidiary (and for
purposes of this paragraph, the rules of Section 424(d)
of the Code shall apply, and stock which the Employee
may purchase under outstanding options shall be treated
as stock owned by the Employee);
(b) Employees whose customary employment is for not more
than five (5) months in any calendar year;
(c) Employees who are members of a collective bargaining
unit covered by a collective bargaining agreement;
provided that participation in the Plan has been
specifically considered (after review of the terms of
the Plan) and rejected by the collective bargaining
representative representing such employees.
4
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Article 6. Enrollment
All Eligible Employees may enroll in the Plan with respect to the
Purchase Period beginning on the IPO Date and ending on the first
business day on or after the date 70 days after the IPO Date, or such
other date as the Committee may designate. Any Eligible Employee may
enroll in the Plan for any Purchase Period by completing and signing
an enrollment election form or by such other means as the Committee
shall prescribe and submitting such enrollment election to the Company
or a Participating Subsidiary on or before the Cut-Off Date with
respect to such Purchase Period.
Article 7. Grant of Options on Enrollment
7.1 Grant. Each Eligible Employee, as of the IPO Date, shall be
granted an option to purchase one hundred (100) Shares. Thereafter,
enrollment by an Eligible Employee in the Plan as of an Enrollment
Date will constitute the grant by the Company to such Participant of
an option on such Enrollment Date to purchase Shares from the Company
pursuant to the Plan.
7.2 Expiration of Options. An option granted to a Participant
pursuant to this Plan shall expire, if not terminated for any reason
first, on the earliest to occur of (a) the end of the Purchase Period
in which such option was granted; (b) the completion of the purchase
of Shares under the option under Section 9; or (c) the date on which
participation of such Participant in the Plan terminates for any
reason.
7.3 Rights. An option granted to a Participant under the Plan
shall give the Participant a right to purchase on a Purchase Date the
largest number of whole or fractional Shares, as designated by the
Committee, which the funds accumulated in the Participant's Account as
of such Purchase Date will purchase at the applicable Purchase Price;
provided, however, that the Committee may, in its discretion, limit
the number of Shares purchased by each Participant in any Purchase
Period.
Notwithstanding anything to the contrary herein, no Employee
shall be granted an option under the Plan (or any other plan of the
Company or a Subsidiary intended to qualify under Section 423 of the
Code) which would permit the Employee to purchase Shares under the
Plan (and such other plan) in any calendar year with a Fair Market
Value (determined at the time such option is granted) in excess of
$25,000.
Article 8. Payment
The Committee may designate the time and manner for payment of
Shares to be purchased during the Purchase Period, including, but not
limited to, payment by each Participant in cash or by certified check
on a date designated by the Committee prior to the Purchase Date, or
through payroll deductions, the terms and conditions of which are
designated by the Committee. Payment amounts shall be credited to a
Participant's Account prior to the Purchase Date.
Article 9. Purchase of Shares
9.1 Exercise. Any option held by the Participant which was
granted under this Plan and which remains outstanding as of a Purchase
Date shall be deemed to have been exercised on such Purchase Date for
the number of whole or fractional Shares, as designated by the
Committee, which the funds accumulated in the Participant's Account as
of the Purchase Date will purchase at the applicable Purchase Price
(but not in excess of the number of Shares for which options have been
5
<PAGE>
granted to the Participant pursuant to Section 7.3). All other options
that have been granted and which are not exercised or funded on the
Purchase Date shall terminate.
9.2 Remaining Account Balance After Purchase. If, after a
Participant's exercise of an option under Section 9.1, an amount
remains credited to the Participant's Account as of a Purchase Date,
then the remaining amount shall be (a) if no further Purchase Periods
are immediately contemplated by the Committee, distributed to the
Participant as soon as administratively feasible, or (b) if another
Purchase Period is contemplated by the Committee, carried forward,
without interest, in the Account for application to the purchase of
Shares on the next following Purchase Date.
9.3 Delivery of Shares. If Shares are purchased by a Participant
pursuant to Section 9.1, then, within a reasonable time after the
Purchase Date, the Company shall deliver or cause to be delivered to
the Participant a certificate or certificates for the whole or
fractional number of Shares purchased by the Participant unless the
Company has made arrangements to have the Shares held at a bank or
other appropriate institution in noncertificated form. If any law or
applicable regulation of the Securities and Exchange Commission or
other body having jurisdiction shall require that the Company or the
Participant take any action in connection with the Shares being
purchased under the option, delivery of the certificate or
certificates for such Shares shall be postponed until the necessary
action shall have been completed, which action shall be taken by the
Company at its own expense, without unreasonable delay. Certificates
delivered pursuant to this Section 9.3 shall be registered in the name
of the Participant or, if the Participant so elects, in the names of
the Participant and his or her spouse, as joint tenants with rights of
survivorship, or as spousal community property, or in certain forms of
trust approved by the Committee, to the extent permitted by law.
9.4 Subsidiaries. In the case of Participants employed by a
Participating Subsidiary, the Committee may provide for Shares to be
sold through the Subsidiary to such Participants, to the extent
consistent with Section 423 of the Code.
9.5 Reduction in Shares. If the total number of Shares for which
options are or could be exercised on any Purchase Date in accordance
with this Section 9, when aggregated with all Shares for which options
have been previously exercised under this Plan, exceeds the maximum
number of Shares reserved in Section 4.1, the Company shall allocate
the Shares available for delivery and distribution in the ratio that
the balance in each Participant's Account bears to the aggregate
balances of all Participants' Accounts, and the remaining balance of
the amount credited to the Account of each Participant under the Plan
shall be returned to him or her as promptly as possible.
9.6 Holding Period. If a Participant or former Participant sells,
transfers, or otherwise makes a disposition of Shares purchased
pursuant to an option granted under the Plan within two (2) years
after the date such option is granted or within one (1) year after the
date such Shares were transferred to the Participant, and if such
Participant or former Participant is subject to United States federal
income tax, then such Participant or former Participant shall notify
the Company or Participating Subsidiary in writing of such sale,
transfer or other disposition within ten (10) days of the consummation
of such sale, transfer, or other disposition.
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Article 10. Withdrawal From the Plan, Termination of Employment, and
Leave of Absence
10.1 Withdrawal from the Plan. A Participant may withdraw from
the Plan in full (but not in part) during any Purchase Period by
delivering a notice of withdrawal to the Company or a Participating
Subsidiary (in a manner prescribed by the Committee) at any time up to
but not including the fifteen (15) days prior to the Purchase Date
next following the date such notice of withdrawal is delivered, or at
such shorter time in advance of such Purchase Date as the Committee
may permit. If notice of withdrawal is timely received, all funds then
accumulated in the Participant's Account shall not be used to purchase
Shares, but shall instead be distributed to the Participant as soon as
administratively feasible. An Employee who has withdrawn during a
Purchase Period may not return funds to the Company or a Participating
Subsidiary during the same Purchase Period and require the Company or
Participating Subsidiary to apply those funds to the purchase of
Shares. Any Eligible Employee who has withdrawn from the Plan may,
however, re-enroll in the Plan on the next subsequent Enrollment Date,
if any.
10.2 Termination of Employment. Participation in the Plan
terminates immediately when a Participant ceases to be employed by the
Company or a Participating Subsidiary for any reason whatsoever or
otherwise ceases to be an Eligible Employee, and such terminated
Participant's outstanding options shall thereupon terminate. As soon as
administratively feasible after termination of participation, the
Company or Participating Subsidiary shall pay to the Participant or his
or her estate any amounts accumulated in the Participant's Account at
the time of termination of participation. Notwithstanding anything to
the contrary herein, if a Participant ceases to be an Eligible Employee
by reason of Retirement, death, or Disability, or any other reason
contemplated in Section 5.2 hereof and the Purchase Date is within
three (3) months prior to the date the Participant ceases to be an
Eligible Employee, the Participant (or his or her estate, as
applicable) shall have the right, upon ceasing to be an Eligible
Employee and in accordance with procedures prescribed by the Committee,
to elect to withdraw from the Plan in accordance with Section 10.1.
10.3 Leave of Absence. If a Participant takes a leave of absence
without terminating employment, such Participant shall have the right,
at the commencement of the leave of absence and in accordance with
procedures prescribed by the Committee, to elect to withdraw from the
Plan in accordance with Section 10.1.
Article 11. Designation of Beneficiary
Any Account balance remaining unpaid at the Participant's death
shall be paid to the Participant's estate.
Article 12. Miscellaneous
12.1 Restrictions on Transfer. Options granted under the Plan to
a Participant may not be exercised during the Participant's lifetime
other than by the Participant or his or her legal representative.
Neither amounts credited to a Participant's Account nor any rights
with respect to the exercise of an option or to receive stock under
the Plan may be assigned, transferred, pledged, or otherwise disposed
of in any way by the Participant other than by will or the laws of
descent and distribution. Any such attempted assignment, transfer,
pledge, or other disposition shall be without effect, except that the
Company may treat such act as an election to withdraw from the Plan in
accordance with Section 10.1.
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12.2 Administrative Assistance. If the Committee in its
discretion so elects, it may retain a brokerage firm, bank, or other
financial institution to assist in the purchase of Shares, delivery of
reports, or other administrative aspects of the Plan. If the Committee
so elects, each Participant shall (unless prohibited by applicable
law) be deemed upon enrollment in the Plan to have authorized the
establishment of an account on his or her behalf at such institution.
Shares purchased by a Participant under the Plan shall be held in the
Account in the Participant's name, or if the Participant so indicates
in the enrollment form, in the Participant's name together with the
name of his or her spouse in joint tenancy with right of survivorship
or spousal community property, or in certain forms of trust approved
by the Committee.
12.3 Costs. All costs and expenses incurred in administering the
Plan shall be paid by the Company, except that any stamp duties,
transfer taxes, and any brokerage fees applicable to participation in
the Plan may be charged to the Account of such Participant by the
Company.
12.4 Equal Rights and Privileges. All Eligible Employees shall
have equal rights and privileges with respect to the Plan so that the
Plan qualifies as an "employee stock purchase plan" within the meaning
of Section 423 or any successor provision of the Code and the related
regulations. Notwithstanding the express terms of the Plan, any
provision of the Plan which is inconsistent with Section 423 or any
successor provision of the Code shall without further act or amendment
by the Company or the Board be reformed to comply with the
requirements of Section 423 of the Code. This Section 12.4 shall take
precedence over all other provisions in the Plan.
12.5 Applicable Law. The Plan shall be governed by the
substantive laws (excluding the conflict of laws rules) of the State
of Michigan.
12.6 Amendment and Termination. The Board may amend, alter, or
terminate the Plan at any time; provided, however, that (a) the Plan
may not be amended in a way which will cause rights issued under the
Plan to fail to meet the requirements of Code Section 423; and (b)
no amendment which would amend or modify the Plan in a manner
requiring stockholder approval under Section 423 of the Code, Rule
16b-3, or the requirements of any securities exchange on which the
Shares are traded shall be effective unless, such stockholder
approval is obtained.
If the Plan is terminated, the Board may elect to terminate all
outstanding options either prior to their expiration or upon
completion of the purchase of Shares on the next Purchase Date, or may
elect to permit options to expire in accordance with their terms (and
participation to continue through such expiration dates). If the
options are terminated prior to expiration, all funds accumulated in
Participants' Accounts as of the date the options are terminated shall
be returned to the Participants as soon as administratively feasible.
12.7 No Right of Employment. Neither the grant nor the exercise
of any rights to purchase Shares under this Plan nor anything in this
Plan shall impose upon the Company or a Participating Subsidiary any
obligation to employ or continue to employ any Employee. The right of
the Company or Participating Subsidiary to terminate any Employee
shall not be diminished or affected because any rights to purchase
Shares have been granted to such Employee.
12.8 Rights as Shareholder. No Participant shall have any rights
as shareholder unless and until certificates for Shares are issued to
him or her.
8
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12.9 Governmental Regulation. The Company's obligation to sell
and deliver Shares under this Plan is subject to the approval of any
governmental authority required in connection with the authorization,
issuance, or sale of such Shares.
12.10 Gender. When used herein, masculine terms shall be deemed
to include the feminine, except when the context indicates to the
contrary.
9
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 1,500,000 shares of the Company's
Class A Common Stock (the "Class A Common Stock"), to be
issued pursuant to options granted under the Steelcase Inc.
Employee Stock Purchase Plan (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, when issued and sold by the Company
in accordance with the Plan and the stock options exercised
thereunder, 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
