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.
| 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 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.
| STEELCASE INC. | |||||||||||
| 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 | ||||||||