As filed with the Securities and Exchange Commission on October 22, 1996.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement Under
the Securities Act of 1933
KIMBALL INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
INDIANA 35-0514506
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1600 ROYAL STREET
JASPER, INDIANA 47549-1001
(Address of Principal Executive Offices)
KIMBALL INTERNATIONAL, INC. 1996 STOCK INCENTIVE PROGRAM
KIMBALL INTERNATIONAL, INC. 1996 DIRECTOR STOCK COMPENSATION AND OPTION PLAN
(Full Title of the Plan)
GARY P. CRITSER
SENIOR EXECUTIVE VICE PRESIDENT,
CHIEF ACCOUNTING OFFICER AND SECRETARY
KIMBALL INTERNATIONAL, INC.
1600 ROYAL STREET
JASPER, INDIANA 47549-1001
(Name and Address of Agent For Service)
(812) 482-1600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
Class B Common Stock 2,225,000 Shares $35.625 $79,265,625 $24,020.00
($.31 1/4 par value)
1 An undetermined number of additional shares may be issued if the anti-
dilution adjustment provisions of the plans become operative.
2 Estimated solely for the purpose of calculating the registration fee
in accordance with rule 457(c) and (h) under the Securities Act of
1933 on the basis of the average of the high and low prices of the
Class B Common Stock as reported on NASDAQ-NMS on October 16, 1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this
registration statement:
(1) The Annual Report of Kimball International, Inc. (the "Company")
on Form 10-K for the fiscal year ended June 30, 1996, which has heretofore been
filed by the Company with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act").
(2) The description of the Company's Class B Common Stock contained
in the Company's Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12 of the 1934 Act.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents");
provided, however, that the documents enumerated above or subsequently filed by
the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 in each year during which the offering made by this
registration statement is in effect prior to the filing with the Commission of
the registrant's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this registration
statement or be a part hereof from and after the filing of such Annual Report on
Form 10-K.
Any statement contained in an Incorporated Document 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
Incorporated Document 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.
The securities to be offered are registered under Section 12(b) of the
1934 Act.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Sections 23-1-37-9 and 23-1-37-13 of the Indiana Business Corporation
Law (the "BCL") provide for indemnification of directors and officers for
expenses incurred in defending actions brought against them in such capacities
if such director or officer was wholly successful in such defense, unless the
corporation's Articles of Incorporation provide otherwise. The Company's
Articles of Incorporation do not restrict or limit the application of these
provisions.
Additionally, Sections 23-1-37-8 and 23-1-37-13 of the BCL provide
that a corporation may indemnify directors and officers for liabilities incurred
in proceedings brought against them in such capacities if (a) the individual's
conduct was in good faith; and (b) the individual reasonably believed: (i) in
the case of conduct in the individual's official capacity with the corporation,
that the individual's conduct was in its best interests; (ii) in other cases,
that the individual's conduct was at least not opposed to its best interests;
and (iii) with respect to any criminal action or proceeding, the individual
either had reasonable cause to believe his conduct was lawful or no reasonable
cause to believe his conduct was unlawful.
The Company's Bylaws provide that the Company shall indemnify persons
to the fullest extent to which it is empowered to do so by the BCL or any other
applicable laws.
The registrant maintains directors and officers liability insurance
covering all directors and officers of the Company against claims arising out of
the performance of their duties.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
Item 9. Undertakings.
The 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 to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Act"), 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) That, for the purposes of determining any liability under the
Act, 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 the
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.
(4) 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.
(5) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 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 Act
and is, therefore, unenforceable. In the event hat 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 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 Jasper, State of Indiana, on the 22nd day of
October, 1996.
KIMBALL INTERNATIONAL, INC.
By: /s/ Gary P. Critser
Gary P. Critser
Senior Executive Vice President, Chief
Accounting Officer and Secretary
POWER OF ATTORNEY
We, the undersigned officers and directors of Kimball International,
Inc. hereby severally constitute Gary P. Critser and Douglas A. Habig 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, the Registration Statement on Form S-8 filed herewith and any and all
amendments (including post-effective amendments) to said Registration Statement,
and generally to do all such things in our name and behalf in the capacities
indicated below to enable Kimball International, 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 any of them, to said
Registration Statement and any and all amendments thereto.
Pursuant to the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities indicated on the 22nd
day of October, 1996.
Signature Title
/s/ Douglas A. Habig President, Chief Executive Officer
Douglas A. Habig and Director
/s/ Thomas L. Habig Chairman of the Board and Director
Thomas L. Habig
/s/ James C. Thyen Senior Executive Vice President, Chief
James C. Thyen Financial and Administrative Officer,
Treasurer and Director
/s/ Gary P. Critser Senior Executive Vice President, Chief
Gary P. Critser Accounting Officer, Secretary and Director
/s/ John B. Habig Director
John B. Habig
/s/ Ronald J. Thyen Director
Ronald J. Thyen
/s/ Brian K. Habig Director
Brian K. Habig
/s/ John T. Thyen Director
John T. Thyen
/s/ Christine M. Vujovich Director
Christine M. Vujovich
/s/ Dr. Jack R. Wentworth Director
Dr. Jack R. Wentworth
EXHIBIT INDEX
Exhibits marked with an asterisk (*) are incorporated by reference to documents
previously filed by Registrant with the Securities and Exchange Commission, as
indicated. All other documents listed are filed with this Registration
Statement.
Exhibit Number Description
4.1 * Restated Articles of Incorporation of Registrant (Exhibit 3(a) to
Registrant's Form 10-K for the year ended June 30, 1994).
4.2 * Restated By-laws of Registrant (Exhibit 3(b) to Registrant's Form
10-Q for the period ended December 31, 1995).
5 Opinion (including consent) of McDermott, Will & Emery
23 Consent of Arthur Andersen LLP
McDermott, Will & Emery
227 West Monroe Street, Suite 3100
Chicago, Illinois 60606-5096
Writer's Direct Dial:
312-984-7568
October 22, 1996
Kimball International, Inc.
1600 Royal Street
Jasper, Indiana 47549
RE: 2,225,000 Shares of Class B Common Stock
for the 1996 Stock Incentive Program and
the 1996 Nonemployee Director Compensation
and Stock Option Plan (the "Plans")
Gentlemen:
We have acted as counsel for Kimball International, Inc. (the "Company") in
connection with the preparation and filing of a Registration Statement on
Form S-8 (the "Registration Statement") for the registration under the
Securities Act of 1933, as amended, of the above-captioned Class B Common Stock
(the "Class B Common Stock") which may be purchased pursuant to the Plans.
We have examined or considered:
1. A copy of the Company's Restated Articles of Incorporation.
2. The Restated By-Laws of the Company.
3. Telephonic confirmation of the Secretary of State of Indiana, as
of a recent date, as to the good standing of the Company in that state.
4. A copy of resolutions duly adopted by the Board of Directors of
the Company relating to the Plans.
5. A copy of each of the Plans.
In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion.
Based on the foregoing, we are of the opinion that:
(a) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Indiana.
(b) All legal and corporate proceedings necessary for the
authorization, issuance and delivery of the shares of Class B Common Stock
under the Plans have been duly taken, and the Class B Common Stock, upon
acquisition pursuant to the terms of the Plans, will be duly authorized,
legally and validly issued, fully paid and nonassessable.
We hereby consent to all references to our Firm in the Registration
Statement and to the filing of this opinion by the company as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
McDermott, Will & Emery
WJQ/bjs
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated July 26, 1996
incorporated by reference in Kimball International, Inc.'s Form 10-K for the
year ended June 30, 1996 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
October 21, 1996
