As filed with the Securities and Exchange Commission on December
22, 2000.
Registration No. _______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
DMI FURNITURE, INC.
(Exact name of Company as specified in its charter)
Delaware 41-0678467
(State or other (I.R.S. Employee
jurisdiction of Identification No.)
incorporation or
organization)
One Oxmoor Place
101 Bullitt Lane
Louisville, Kentucky 40222
(Address of principal executive offices)
_____________________
DMI Furniture, Inc. 1998 Stock Option Plan for Independent
Directors
(Full title of the plan)
_____________________
Joseph G. Hill Copy to:
Executive Vice President,
Operations and Secretary Alan K. MacDonald
DMI Furniture, Inc. Frost Brown Todd LLC
One Oxmoor Place 400 W. Market Street
101 Bullitt Lane 32nd Floor
Louisville, Kentucky 40222 Louisville, Kentucky 40202-3363
(502) 426-4351 (502)589-5400
(Name, address and telephone number,
including area code, of
agent for service)
_______________________
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount
securities be maximum maximum of
to be registered Registered offering aggregate registration
price per offering fee
share price
Common Stock, 100,000 $2.00 (2) $200,000.00 $264.00
no par value Shares (1)
(1) Plus such additional shares as may become issuable by reason
of the antidilution provisions of the Plan.
(2) Estimated solely for the purpose of determining the
registration fee, based on the average bid and asked prices
on December 20, 2000 as reported by the Nasdaq SmallCap
Market, pursuant to Rule 457.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents have been incorporated by reference
in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for
the fiscal year ended September 2, 2000;
(b) The Registrant's Current Report on Form 8-K filed
on September 6, 2000; and
(c) The description of the Registrant's common stock,
no par value, contained in Amendment No. 2 dated May
28, 1993 to Form 8-B dated November 24, 1969,
registering the Registrant's common stock under the
Exchange Act.
All documents subsequently filed by the Registrant pursuant
to Sections 13, 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all the securities
offered have been sold or which deregisters all of such shares
then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for 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 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law
("DGCL") authorizes corporations to limit or eliminate the
personal liability of directors to corporations and their
stockholders for monetary damages for breach of the directors'
fiduciary duty of care. The duty of care requires that, when
acting on behalf of the corporation, directors must exercise an
informed business judgment based on all material information
reasonably available to them. Absent the limitations now
authorized by such legislation, directors are accountable to
corporations and their stockholders for monetary damages for
conduct constituting gross negligence in the exercise of their
duty of care Although Section 102(b)(7) does not change
directors' duty of care, it enables corporations to limit
available relief to equitable remedies such as injunction or
rescission. The Corporation's Certificate of Incorporation
limits the liability of the directors to the Corporation to its
stockholders (in their capacity as directors but not in their
capacity as officers) to the fullest extent permitted by Section
102(b)(7). Specifically, a director of the Corporation will not
be personally liable for monetary damages for breach of a
director's fiduciary duty as a director, except for liability:
(i) for any breach of the director's duty of loyalty to the
Corporation to its stockholders; (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) for unlawful payments of
dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the DGCL; or (iv) for any transaction
from which the director derived an improper personal benefit.
Under Section 145 of the DGCL, the Corporation has the
power to indemnify directors and officers under certain
prescribed circumstances and subject to certain limitations
against certain costs and expenses, including attorney's fees,
actually and reasonably incurred in connection with any action,
suit or proceeding, whether civil, criminal, administrative, or
investigative, to which any of them is a party by reason of his
being a director or officer of the Corporation if it is
determined that he acted in accordance with the applicable
standard of conduct set forth in such statutory provisions. The
Corporation's Bylaws provide that the Corporation shall indemnify
each person who may be indemnified pursuant to Section 145, as
amended from time to time (or any successor provision thereto),
to the fullest extent permitted by Section 145.
The Corporation has also entered into Indemnity Agreements
with its officers and directors which establish contractual
rights for the officers and directors to be indemnified by the
Corporation to the fullest extent permitted by law.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
4.1...............DMI Furniture, Inc. 1998 Stock
Option Plan for Independent Directors
Inc. by reference to Exhibit 10(B) to
Form 10-Q for the fiscal quarter ended
November 30, 1999
4.2...............Restated Certificate of Incorporation
4.3...............Amended and Restated Bylaws are
incorporated by reference to Exhibit 3
to Form 8-K dated September 6, 2000
5.................Opinion of Frost Brown Todd LLC
23.1..............Consent of Arthur Andersen LLP
23.2..............Consent of Frost Brown Todd LLC
(contained in their opinion filed as
Exhibit 5)
24................Powers of Attorney (included on the
signature page of this Registration
Statement)
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 of 1933;
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 hereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in this Registration Statement;
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) shall 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 Securities Exchange Act of 1934
that are incorporated by reference in this
Registration Statement.
2. That, for the purpose of determining any
liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be
a new registration statement relating to the
securities offered therein, 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 of 1933, each filing of the Registrant's
Annual Report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and where
applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated
by reference in this Registration Statement shall be
deemed to be a new Registration Statement relating to
the securities offered therein, 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 of 1933 may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the DGCL, the Amended and
Restated Articles of Incorporation, as amended, and the
Bylaws of the Registrant, or otherwise, the Registrant
has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act of
1933, and is, therefore, unenforceable. In the event
that a claim for indemnification against such
liabilities (other than 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 of
1933 and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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
Louisville, Kentucky on this 15th day of December, 2000.
By: /s/ Donald D. Dreher
Donald D. Dreher
Chairman, President &
Chief Executive
Officer
POWER OF ATTORNEY
Know All Men By These Presents, that each person whose
signature appears below constitutes and appoints Donald D. Dreher
and Joseph G. Hill, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or
substitutions, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Donald D. Dreher President, Chief Executive December 15, 2000
Donald D. Dreher Officer and Director
/s/ Joseph G. Hill Executive Vice President, December 15, 2000
Joseph G. Hill Operations, Secretary and
Director
Vice President, Finance, December 15, 2000
/s/ Phillip J. Keller Chief Financial Officer and
Phillip J. Keller Treasurer (Principal
Financial and Accounting
Officer)
/s/ Thomas M. Levine Director December 15, 2000
Thomas M. Levine
/s/ David M. Martin Director December 15, 2000
David M. Martin
/s/ W. Howard Armistead Director December 15, 2000
W. Howard Armistead
/s/ Joseph L. Ponce Director December 15, 2000
Joseph L. Ponce
EXHIBIT INDEX
Exhibit Number Description of Exhibit
4.1.................DMI Furniture, Inc. 1998 Stock
Option Plan for Independent Directors
Inc. by reference to Exhibit 10(B) to
Form 10-Q for the fiscal quarter ended
November 30, 1999
4.2.................Restated Certificate of Incorporation
4.3.................Amended and Restated Bylaws are
incorporated by reference to Exhibit 3
to Form 8-K dated September 6, 2000
5...................Opinion of Frost Brown Todd LLC
23.1................Consent of Arthur Andersen LLP
23.2................Consent of Frost Brown Todd LLC
(contained in their opinion filed as
Exhibit 5)
24..................Powers of Attorney (included on the
signature page of this Registration
Statement)
