UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
FLEXSTEEL INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MINNESOTA 42-0442319
----------------- --------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3400 JACKSON STREET
DUBUQUE, IOWA 52004-0877
------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
DMI FURNITURE, INC. 1993 LONG TERM
INCENTIVE STOCK PLAN FOR EMPLOYEES
DMI FURNITURE, INC. 1998 STOCK PLAN FOR INDEPENDENT DIRECTORS
DMI FURNITURE, INC. NONEMPLOYEE DIRECTORS STOCK OPTION PROGRAM
TO BE ASSUMED BY FLEXSTEEL INDUSTRIES, INC.
-------------------------------------------
(FULL TITLE OF PLAN)
RONALD J. KLOSTERMAN
VICE PRESIDENT FINANCE, CHIEF FINANCIAL OFFICER & SECRETARY
FLEXSTEEL INDUSTRIES, INC.
3400 JACKSON STREET
DUBUQUE, IOWA 52004-0877
TELEPHONE: (563) 556-7730
---------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
============================ ================== ========================== ========================= ===================
Title of securities to be Amount to Proposed maximum Proposed maximum Amount of
registered be registered offering price per unit aggregate offering price registration fee
- ---------------------------- ------------------ -------------------------- ------------------------- -------------------
Common Stock, $1.00 par 7,880 (1) $18.39 (2) $144,913.20 (2) $18.36
value
(1) Also registered hereby are such additional and indeterminable number of
shares of Common Stock as may become issuable due to adjustments for
changes resulting from stock dividends, stock splits and similar changes.
(2) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rules 457(h)(1) and 457(c) under the Securities Act of 1933,
based upon the average of the high and low sale prices of the Common
Stock, $1.00 par value, of Flexsteel Industries, Inc. on the Nasdaq
SmallCap Market on September 30, 2003.
INTRODUCTION
This Registration Statement on Form S-8 is filed by Flexsteel
Industries, Inc., a Minnesota corporation (the "Company"), relating to 7,880
shares of its common stock, par value $1.00 per share ("Common Stock"),
issuable to eligible employees of the Company or its subsidiaries under the DMI
Furniture, Inc. 1993 Long Term Incentive Stock Plan For Employees, the DMI
Furniture, Inc. 1998 Stock Plan For Independent Directors and the DMI
Furniture, Inc. Nonemployee Directors Stock Option Program to be assumed by the
Company upon consummation of the merger of Churchill Acquisition Corp., a
Delaware corporation and wholly owned subsidiary of the Company ("Churchill"),
with and into DMI Furniture, Inc., a Delaware corporation ("DMI"), pursuant to
the terms and subject to the conditions of the Agreement and Plan of Merger,
dated as of August 12, 2003, by and among the Company, Churchill and DMI.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference.
(a) Annual Report on Form 10-K for the fiscal year ended June 30,
2003 filed pursuant to the Exchange Act of 1934.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act of 1934 since June 30, 2003.
(c) The description of the Registrant's Common Stock set forth in
Registrant's Registration Statements filed pursuant to Section 12 of
the Exchange Act of 1934 (the "Exchange Act") and any amendments or
reports filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act of 1934 after the date hereof and 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 herein and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Minnesota Statutes, Section 302A.521, generally requires a corporation
to indemnify its directors, officers, and employees against judgments,
penalties, fines, and expenses, including attorneys' fees, incurred in
connection with their official capacities, provided that such person (a) has
not been indemnified by another with respect to the same matter, (b) acted in
good faith, (c) received no improper personal benefit, (d) had no reasonable
cause to believe that his conduct was unlawful, and (e) reasonably believed
that his conduct was in the best interests of the corporation.
The restated articles of the Registrant provide that the Registrant
SHALL indemnify its former and present Directors, Officers and Members of
Committees of the Board of Directors of Registrant, and one who at the request
of Registrant is serving as a Director or Officer of another corporation,
partnership, joint venture, trust or other enterprise including employee
benefit plans; and MAY indemnify one who at the request of the Registrant is
serving as an Employee, Partner, Trustee, Fiduciary, Agent, Attorney or in any
other capacity of another corporation, partnership, joint venture, trust or
other enterprise including employee benefit plans, and one who is serving
Registrant as an Other Person such as Employee, Partner, Trustee, Agent,
Attorney, Fiduciary, or in any other capacity (all the above hereinafter called
Indemnities) for actions undertaken or omitted in such Capacity to the fullest
extent permitted by the Minnesota Business Corporation Act, other applicable
statutory and case law (the Law), as all the foregoing now exists or hereafter,
from time to time, may be changed, amended or supplemented. The indemnification
shall inure to the benefit of the person, the person's heirs, legal
representatives and administrators.
If the Indemnitee institutes a Proceeding against the Registrant, the
Indemnitee shall not be entitled to indemnification unless the Registrant has
first consented in writing to the proceedings prior to its commencement by the
Indemnitee.
In furtherance thereof said Registrant is authorized, but shall not
be required, to enter into Contracts and Agreements with any Indemnitee
providing for indemnification and for the advancement and reimbursement of
attorneys' fees and disbursements, judgments, penalties, fines, excise taxes,
other disbursements, amounts paid in settlement and other expenses of every
kind and nature (Expenses) - all to the fullest extent permitted by the Law.
The Registrant's failure to do so shall in no manner affect or limit the rights
provided for in this section or otherwise.
The maximum aggregate amount of indemnity payable by the Registrant
to ALL Indemnities arising out of the same occurrence regardless of how many
claims or people are involved is five million dollars in 1987 constant dollars
over and above all insurance paid.
Any repeal, change, or amendment affecting this indemnification or
the Minnesota Business Corporation Act or other applicable statutory and case
law, shall not apply to eliminate, reduce or adversely affect any rights or
protection of an Indemnitee existing prior to such repeal, change or amendment
but to the extent that a Law change permits the Registrant to provide greater
or broader rights or protection, the Law shall apply retroactively to the
effective date of this provision which was adopted in 1987.
The Registrant purchases and maintains Directors and Officers
liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS.
5 Opinion of Irving C. MacDonald, Esq.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Irving C. MacDonald, Esq. (included in Exhibit 5)
24 Power of Attorney
99.1 DMI Furniture, Inc. 1993 Long Term Incentive Stock Plan For
Employees (incorporated by reference to Exhibit 10(a) of DMI
Furniture, Inc.'s Quarterly Report on Form 10-Q for the fiscal
quarter ended November 30, 1999 (No. 000-04173))
99.2 DMI Furniture, Inc. 1998 Stock Plan For Independent Directors
(incorporated by reference to Exhibit 10(b) of DMI Furniture,
Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended
November 30, 1999 (No. 000-04173))
99.3 DMI Furniture, Inc. Nonemployee Directors Stock Option Program
(incorporated by reference to Exhibit 10(d) of DMI Furniture,
Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended
November 30, 1999 (No. 000-04173))
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) (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 the 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 on the Registration
Statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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 the 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 offer 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) 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 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.
(h) 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 foregoing
provisions, 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 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 Act and will be
governed by the final adjudication of such issue.
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 the City of Dubuque, State of Iowa, on this 30th day of
September, 2003.
FLEXSTEEL INDUSTRIES, INC.
By:/s/ K. Bruce Lauritsen
-----------------------
K. Bruce Lauritsen
Chief Executive Officer
and President
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 date indicated.
Date: September 30, 2003 /s/ L. Bruce Boylen
---------------------------------------
L. Bruce Boylen
Chairman, Board Of Directors and
Director
Date: September 30, 2003 /s/ K. Bruce Lauritsen
---------------------------------------
K. Bruce Lauritsen
Director, Principal Executive Officer
and President
Date: September 30, 2003 /s/ Edward Monaghan
---------------------------------------
Edward Monaghan
Director
Date: September 30, 2003 /s/ James R. Richardson
---------------------------------------
James R. Richardson
Director
Date: September 30, 2003 /s/ Ronald J. Klosterman
---------------------------------------
Ronald J. Klosterman
Chief Financial Officer and Principal
Financial Officer and Principal
Accounting Officer
Date: September 30, 2003 /s/ Jeffrey T. Bertsch
---------------------------------------
Jeffrey T. Bertsch
Director
Date: September 30, 2003 /s/ Patrick M. Crahan
---------------------------------------
Patrick M. Crahan
Director
Date: September 30, 2003 /s/ Thomas E. Holloran
---------------------------------------
Thomas E. Holloran
Director
Date: September 30, 2003 /s/ Marvin M. Stern
---------------------------------------
Marvin M. Stern
Director
Date: September 30, 2003 /s/ Lynn J. Davis
---------------------------------------
Lynn J. Davis
Director
Date: September 30, 2003 /s/ Eric S. Rangen
---------------------------------------
Eric S. Rangen
Director
Date: September 30, 2003 /s/ Robert E. Deignan
---------------------------------------
Robert E. Deignan
Director
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
5 Opinion of Irving C. MacDonald, Esq.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Irving C. MacDonald, Esq. (included in
Exhibit 5)
24 Power of Attorney
99.1 DMI Furniture, Inc. 1993 Long Term Incentive Stock
Plan For Employees (incorporated by reference to
Exhibit 10(a) of DMI Furniture, Inc.'s Quarterly
Report on Form 10-Q for the fiscal quarter ended
November 30, 1999 (No. 000-04173))
99.2 DMI Furniture, Inc. 1998 Stock Plan For Independent
Directors (incorporated by reference to Exhibit
10(b) of DMI Furniture, Inc.'s Quarterly Report on
Form 10-Q for the fiscal quarter ended November 30,
1999 (No. 000-04173))
99.3 DMI Furniture, Inc. Nonemployee Directors Stock
Option Program (incorporated by reference to Exhibit
10(d) of DMI Furniture, Inc.'s Quarterly Report on
Form 10-Q for the fiscal quarter ended November 30,
1999 (No. 000-04173))
EXHIBIT 5
Securities and Exchange Commission
Judiciary Plaza
450 5th Street NW
Washington, DC 20549
September 26, 2003
RE: OPINION REGARDING LEGALITY AS EXHIBIT 5 TO
REGISTRATION STATEMENT ON FORM S-8 FOR DMI FURNITURE, INC.
1993 LONG TERM INCENTIVE STOCK PLAN FOR EMPLOYEES
DMI FURNITURE, INC. 1998 STOCK PLAN FOR INDEPENDENT DIRECTORS
DMI FURNITURE, INC. NONEMPLOYEE DIRECTORS
STOCK OPTION PROGRAM
AS ASSUMED BY FLEXSTEEL INDUSTRIES, INC.
(COLLECTIVELY THE "PLANS")
Ladies and Gentlemen:
I have acted as counsel for Flexsteel Industries, Inc., a Minnesota corporation,
(the "Registrant") for the limited purpose of rendering this opinion in
connection with the issuance by the Registrant, of shares of Common Stock (the
"Common Stock"), par value $1.00 per share, of the Registrant pursuant to the
above named Plans.
I have reviewed the Registrant's Restated Articles of Incorporation, and
By-Laws and such other documents, records and matters of law I have deemed
necessary as a basis for the opinion hereinafter expressed. This opinion is
also based upon and conditioned upon the successful completion of the merger of
Churchill Acquisition Corp. (a wholly owned subsidiary of Flexsteel Industries,
Inc.) with DMI Furniture, Inc. pursuant to the Agreement and Plan of Merger
dated as of August 12, 2003 ("Merger Agreement") and the completed assumption
by the Registrant of the Plans.
Based on the foregoing and having regard for such legal considerations as I
deem relevant, I am of the opinion that shares of Common Stock, when issued and
delivered in accordance with the terms of the Plans and authorized forms of
agreement thereunder ("Agreements") will when sold, be legally issued, fully
paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to such
Registration Statement.
Very truly yours,
/s/ IRVING C. MACDONALD
Irving C. MacDonald
Attorney
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Flexsteel Industries, Inc. on Form S-8 of our reports dated August 13, 2003,
appearing in the Annual Report on Form 10-K of Flexsteel Industries, Inc. for
the year ended June 30, 2003.
/s/ DELOITTE & TOUCHE, LLP
Minneapolis, Minnesota
September 29, 2003
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints K. Bruce Lauritsen and R.J.
Klosterman, and each of them, his/her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him/her and in
his/her 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/she might or could do in person,
hereby ratifying and conforming all that said attorneys-in-fact and agents or
any of them, or their or his/her substitute or substitutes, may all fully do or
cause to be done by virtue hereof.
DATE SIGNATURE/TITLE
Date: September 30, 2003 /s/ L. Bruce Boylen
-------------------- ------------------------------------------------------------
L. Bruce Boylen
Chairman, Board of Directors and Director
Date: September 30, 2003 /s / K. Bruce Lauritsen
-------------------- ------------------------------------------------------------
K. Bruce Lauritsen
Director, Principal Executive Officer and President
Date: September 30, 2003 /s/ Edward J. Monaghan
-------------------- ------------------------------------------------------------
Edward J. Monaghan
Director
Date: September 30, 2003 /s/ James R. Richardson
-------------------- ------------------------------------------------------------
James R. Richardson
Director
Date: September 30, 2003 /s/ R.J. Klosterman
-------------------- ------------------------------------------------------------
R.J. Klosterman
Chief Financial Officer and Principal Financial
Officer and Principal Accounting Officer
Date: September 30, 2003 /s/ Jeffery T. Bertsch
-------------------- ------------------------------------------------------------
Jeffery T. Bertsch
Director
Date: September 30, 2003 /s/ Patrick M. Crahan
-------------------- ------------------------------------------------------------
Patrick M. Crahan
Director
Date: September 30, 2003 /s/ Thomas E. Holloran
-------------------- ------------------------------------------------------------
Thomas E. Holloran
Director
Date: September 30, 2003 /s/ Marvin M. Stern
-------------------- ------------------------------------------------------------
Marvin M. Stern
Director
Date: September 30, 2003 /s/ Lynn J. Davis
-------------------- ------------------------------------------------------------
Lynn J. Davis
Director
Date: September 30, 2003 /s/ Eric S. Rangen
-------------------- ------------------------------------------------------------
Eric S. Rangen
Director
Date: September 30, 2003 /s/ Robert E. Deignan
-------------------- ------------------------------------------------------------
Robert E. Deignan
Director