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Registration No. 333-_________
As filed with the Securities and Exchange Commission on November 30, 2000
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UNITED STATES 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 No.)
901 44th Street 49508
Grand Rapids, Michigan (Zip Code)
(Address of Principal Executive Offices)
STEELCASE INC. INCENTIVE COMPENSATION PLAN
(Full title of the plan)
Jon D. Botsford, Esq.
Senior Vice President, Secretary and Chief Legal Officer
Steelcase, Inc.
901 44th Street
Grand Rapids, Michigan 49508
(Name and address of agent for service)
(616) 246-9600
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share(1) offering price(1) fee
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<S> <C> <C> <C> <C>
Class A Common Stock 8,150,000 $13.96875 $113,845,312.50 $28,005.95
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(1) 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 on the average of the high and low prices of the Class A
Common Stock as reported on the New York Stock Exchange on November 29,
2000.
Page 1 of 8 Pages
Exhibit Index is on Page 6
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The contents of the Form S-8 Registration Statement, No. 333-46711 (the
"Prior Registration Statement"), of Steelcase Inc. (the "Registrant") are
incorporated herein by reference.
The Registrant is filing this Form S-8 Registration Statement in order to
register 8,150,000 additional shares of the Class A Common Stock, which were
authorized to be issued under the Steelcase Inc. Incentive Compensation Plan, as
amended by the Third Amendment to such plan. Upon the effectiveness of this
Registration Statement, a total of 14,284,727 shares of the Class A Common Stock
issuable under the foregoing Incentive Compensation Plan will be registered,
consisting of 6,134,727 shares of the Class A Common Stock registered under the
Prior Registration Statement plus the 8,150,000 additional shares of the Class A
Common Stock being registered hereby.
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
the reference herein:
(a) The Annual Report of the Registrant on Form 10-K for the fiscal year
ended February 25, 2000, as filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) The Quarterly Report of the Registrant on Form 10-Q for the fiscal
quarter ended May 26, 2000, as filed with the Commission pursuant to the
Exchange Act.
(c) The Quarterly Report of the Registrant on Form 10-Q for the fiscal
quarter ended August 25, 2000, as filed with the Commission pursuant to the
Exchange Act.
(d) The description of the Class A Common Stock of the Registrant
contained in 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 Registrant's Registration
Statement on Form S-1 (File No. 333-41647), effective February 17, 1998.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of 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
Page 2 of 8 Pages
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statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
5 Opinion of Honigman Miller Schwartz and Cohn LLP.
23.1 Consent of BDO Seidman, LLP.
32.2 Consent of Honigman Miller Schwartz and Cohn LLP (included in the
opinion filed as Exhibit 5 to this Registration Statement).
24 Powers of Attorney (included after the signature of the
Registrant contained on page 4 of this Registration Statement).
99.1 First Amendment to the Steelcase Inc. Incentive Compensation
Plan, incorporated by reference to Exhibit 10.12 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
February 25, 2000.
99.2 Second Amendment to the Steelcase Inc. Incentive Compensation
Plan, incorporated by reference to Exhibit 10.14 to the
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended May 26, 2000.
99.3 Third Amendment to the Steelcase Inc. Incentive Compensation
Plan, incorporated by reference to Exhibit 10.19 to the
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended August 25, 2000.
Page 3 of 8 Pages
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 20th day of
November, 2000.
STEELCASE INC.
By: /s/ JAMES P. HACKETT
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James P. Hackett
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 20th day of November, 2000.
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Signature Title
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/s/ DAVID BING Director
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David Bing
/s/ WILLIAM P. CRAWFORD Director
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William P. Crawford
/s/ JAMES P. HACKETT President, Chief Executive Officer and Director
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James P. Hackett (Principal Executive Officer)
/s/ EARL D. HOLTON Chairman of the Board of Directors and Director
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Earl D. Holton
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<S> <C>
/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/ ALWYN ROUGIER-CHAPMAN Senior Vice President - Finance, Chief Financial
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Alwyn Rougier-Chapman Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ ROBERT C. PEW II Director, Chairman Emeritus
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Robert C. Pew II
/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/ P. CRAIG WELCH, JR. Director
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P. Craig Welch, Jr.
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INDEX TO EXHIBITS
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Exhibit
Number Description Page
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5 Opinion of Honigman Miller Schwartz and Cohn LLP. 7
23.1 Consent of BDO Seidman, LLP. 8
23.2 Consent of Honigman Miller Schwartz and Cohn LLP (included in the 7
opinion filed as Exhibit 5 to this Registration Statement).
24 Powers of Attorney (included after the signature of the Registrant 4
contained on page 4 of this Registration Statement).
99.1 First Amendment to the Steelcase Inc. Incentive Compensation Plan, N/A
incorporated by reference to Exhibit 10.12 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended February 25, 2000.
99.2 Second Amendment to the Steelcase Inc. Incentive Compensation Plan, N/A
incorporated by reference to Exhibit 10.14 to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended May 26, 2000.
99.3 Third Amendment to the Steelcase Inc. Incentive Compensation Plan, N/A
incorporated by reference to Exhibit 10.19 to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended August 25, 2000.
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