As filed with the Securities and Exchange Commission on July 12, 2024.
Registration No. 333‑
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_____________________
FORM S-8
______________________
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
STEELCASE INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | |
| Michigan | | 38-0819050 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | | |
| 901 44th Street SE | | |
| Grand Rapids, | Michigan | | 49508 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Steelcase Inc. Incentive Compensation Plan
(Full title of the plan)
Lizbeth S. O'Shaughnessy
Senior Vice President, Chief Administrative Officer, General Counsel and Secretary
901 44th Street SE
Grand Rapids, Michigan 49508
(Name and address of agent for service)
(616) 247-2710
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this Registration Statement of Steelcase Inc. (the "Company") registers 1,800,000 shares of the Company's Class A Common Stock ("Class A Common Stock") reserved for issuance under the Steelcase Inc. Incentive Compensation Plan, as amended and restated as of July 10, 2024. Pursuant to General Instruction E of Form S-8, the contents of the Company's registration statements on Form S-8 filed with the Securities and Exchange Commission (the "Commission") on February 23, 1998 (File No. 333-46711), November 30, 2000 (File No. 333-50964), January 6, 2003 (File No. 333-102361), October 5, 2007 (File No. 333-146530), July 16, 2021 (File No. 333-257944) and September 22, 2023 (File No. 333-274642) (the "Prior Registration Statements"), are incorporated by reference into this registration statement. Upon the effectiveness of this registration statement, a total of 37,684,969 shares of Class A Common Stock, consisting of 35,884,969 shares of Class A Common Stock registered under the Prior Registration Statements and the 1,800,000 shares of Class A Common Stock registered hereby, will have been registered for issuance under the Steelcase Inc. Incentive Compensation Plan. Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Company pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration Statement:
•the Company’s Annual Report on Form 10-K for the fiscal year ended February 23, 2024; •the Company’s Quarterly Report on Form 10-Q for the quarterly period ended May 24, 2024; •the Company’s Current Report on Form 8-K filed July 12, 2024; and •the description of the Class A Common Stock set forth in Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2020. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 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 herein 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 incorporated or 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 5. Interests of Named Experts and Counsel.
The validity of the shares of Class A Common Stock being registered pursuant to this registration statement has been passed upon by Liesl A. Maloney, Vice President, Deputy General Counsel & Assistant Secretary of the Company. Ms. Maloney is a participant in various employee benefit plans of the Company, including the Steelcase Inc. Incentive Compensation Plan, under which she holds restricted stock units and cash-based awards.
Item 8. Exhibits.
| | | | | | | | |
Exhibit
No. | | Description |
| 4.1 | | |
| 4.2 | | |
| 5.1 | | |
| 23.1 | | |
| 23.2 | | |
| 24.1 | | |
| 99.1 | | |
| 107 | | |
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 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 in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective 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) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission 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 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 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.
(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 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 Grand Rapids, State of Michigan, on July 12, 2024.
| | | | | | | | | | | |
| By: | /s/ David C. Sylvester | |
| | David C. Sylvester
Senior Vice President, Chief Financial Officer | |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Sara E. Armbruster and David C. Sylvester, and each of them, as such person’s true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for such person and in such person’s 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 required or necessary to be done in and about the premises, as fully to all intents and purposes as such person may or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 12, 2024.
| | | | | | | | |
| Signature | | Title |
| | |
| /s/ SARA E. ARMBRUSTER | | President and Chief Executive Officer, Director (Principal Executive Officer) |
| Sara E. Armbruster | |
| | |
| /s/ DAVID C. SYLVESTER | | Senior Vice President, Chief Financial
Officer (Principal Financial Officer) |
| David C. Sylvester | |
| | |
| /s/ NICOLE C. MCGRATH | | Vice President, Corporate Controller & Chief Accounting Officer (Principal Accounting Officer) |
| Nicole C. McGrath | |
| | |
| /s/ TIMOTHY C. E. BROWN | | Director |
| Timothy C. E. Brown | |
| | |
| /s/ CONNIE K. DUCKWORTH | | Director |
| Connie K. Duckworth | |
| | |
| /s/ SANJAY GUPTA | | Director |
| Sanjay Gupta | |
| | |
| /s/ TODD P. KELSEY | | Director |
| Todd P. Kelsey | |
| | |
| /s/ JENNIFER C. NIEMANN | | Director |
| Jennifer C. Niemann | |
| | |
| | | | | | | | |
| Signature | | Title |
| | |
| /s/ ROBERT C. PEW III | | Chair of the Board of Directors, Director |
| Robert C. Pew III | |
| | |
| /s/ CATHY D. ROSS | | Director |
| Cathy D. Ross | |
| | |
| /s/ CATHERINE C. B. SCHMELTER | | Director |
| Catherine C. B. Schmelter | |
| | |
| /s/ LINDA K. WILLIAMS | | Director |
| Linda K. Williams | |
| | |
[Letterhead of Steelcase Inc.]
July 12, 2024
Steelcase Inc.
901 44th Street SE
Grand Rapids, Michigan 49508
Ladies and Gentlemen:
I am the Vice President, Deputy General Counsel & Assistant Secretary of Steelcase Inc., a Michigan corporation (the “Company”), and have acted as counsel to the Company in connection with the registration statement on Form S-8 (the “Registration Statement”) to be filed on the date hereof by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”). The Registration Statement relates to the registration of 1,800,000 shares (the “Shares”) of the Company’s Class A Common Stock (the “Common Stock”) issuable pursuant to the Steelcase Inc. Incentive Compensation Plan, as amended and restated as of July 10, 2024 (the “Plan”).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S‑K under the Securities Act.
In rendering the opinion stated herein, I have examined originals or copies, certified or otherwise identified to my satisfaction, of (i) the Registration Statement; (ii) the Second Restated Articles of Incorporation of the Company, as amended and in effect on the date hereof; (iii) the Amended By-laws of the Company, as amended and in effect on the date hereof; (iv) the Plan; (v) a specimen certificate representing the Common Stock; (vi) certain resolutions of the Board of Directors of the Company relating to the Plan and related matters and (vii) the final report of the inspector of election for the 2024 Annual Meeting of Shareholders of the Company, reflecting approval of the Plan by the Company’s shareholders at such meeting. I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents as I have deemed necessary or appropriate as a basis for the opinion stated below.
In my examination, I have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified or photocopied copies and the authenticity of the originals of such copies. In making my examination of executed documents or documents to be executed, I have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite
Steelcase Inc.
July 12, 2024
Page 2
action, corporate or other, and execution and delivery by such parties, other than the Company, of such documents and that such documents constitute or will constitute valid and binding obligations of the parties thereto. As to any facts relevant to the opinion stated herein that I did not independently establish or verify, I have relied upon statements and representations of officers and representatives of the Company and others and of public officials.
The opinion set forth below is limited to the laws of the State of Michigan. I do not express any opinion with respect to the law of any jurisdiction other than the State of Michigan or as to the effect of any such non-opined on laws on the opinion stated herein.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, I am of the opinion that, when (i) the Registration Statement becomes effective under the Securities Act; (ii) certificates representing the Shares to be issued under the Plan in the form of the specimen certificate examined by me have been manually signed by an authorized officer of the transfer agent and registrar for the Common Stock, and such Shares have been registered by such transfer agent and registrar; and (iii) such certificates have been delivered and paid for in accordance with the terms and conditions of the Plan, the issuance and sale of such Shares will have been duly authorized, and such Shares will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. The opinion stated herein is expressed as of the date hereof, and I disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law.
Very truly yours,
/s/ Liesl A. Maloney
Liesl A. Maloney
Vice President, Deputy General Counsel
& Assistant Secretary
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 12, 2024, relating to the consolidated financial statements of Steelcase Inc. and Subsidiaries (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended February 23, 2024.
/s/ Deloitte & Touche LLP
Grand Rapids, Michigan
July 12, 2024
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Steelcase Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1—Newly Registered Securities
| | | | | | | | | | | | | | | | | | | | | | | |
| Security type | Security class
title | Fee calculation
rule | Amount
registered | Proposed maximum offering price per unit | Maximum aggregate offering price | Fee rate | Amount of
registration fee |
| Equity | Class A Common Stock | Other | 1,800,000(1) | $12.860(2)(3) | $23,148,000(2) | $147.60 per $1,000,000 | $3,416.64 |
| Total Offering Amounts | | $23,148,000 | | $3,416.64 |
| Total Fee Offsets | | | | — |
| Net Fee Due | | | | $3,416.64 |
(1) Consists of 1,800,000 shares that initially became available for issuance under the Steelcase Inc. Incentive Compensation Plan as a result of the amendment and restatement thereof effective July 10, 2024. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional shares of Class A Common Stock to be offered or issued under the Steelcase Inc. Incentive Compensation Plan pursuant to terms that provide for a change in the amount of securities being offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions.
(2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act.
(3) Average of the high and low prices reported for a share of Class A Common Stock on the New York Stock Exchange on July 5, 2024.
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