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 Identfication No.)
Incorporation or
organization)
One Oxmoor Place
101 Bullitt Lane
Louisville, Kentucky 40222
(Address of principal executive offices)
_____________________
DMI Furniture, Inc. 1993 Long-Term Incentive Stock Plan for
Employees
(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, 200,000 $2.00 (2) $400,000.00 $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
The contents of Registrant's Registration Statement on Form
S-8 (Registration No. 33-85826) to register 600,000 shares of its
common stock originally authorized for issuance under
Registrant's 1993 Long-Term Incentive Stock Plan for Employees
have been incorporated by reference in this Registration
Statement.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
4.1...........DMI Furniture, Inc. 1993 Long-Term Incentive
Stock Plan for Employees (incorporated by
reference to the Registration Statement on
Form S-8, Registration No. 33-85826)
4.2...........Restated Certificate of Incorporation
(incorporated by reference to the Registration
Statement on Form S-8, Registration No. 333-52546)
4.3...........Amended and Restated Bylaws
(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 Anderson 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)
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
(Principal Executive
Officer)
/s/ Joseph G. Hill Executive Vice President, December 15, 2000
Joseph G. Hill Operations, Secretary and
Director
/s/ Phillip J. Keller Vice President, Finance, December 15, 2000
Phillip J. Keller Chief Financial Officer and
Treasurer (Principal
Financial and Accounting
Officer)
/s/ Thomas M. 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. 1993 Long-Term Incentive
Stock Plan for Employees (incorporated by
reference to the Registration
Statement on Form S-8, Registration No. 33-85826)
4.2...........Restated Certificate of Incorporation
(incorporated by reference to the
Registration Statement on Form S-8,
Registration No. 333-52546)
4.3...........Amended and Restated Bylaws (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)
