Registration No.
333
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
__________________________________________
HERMAN MILLER, INC.
(Exact name of registrant as specified in its charter)
__________________________________________
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Michigan
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38-0837640
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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855 East Main Avenue, Zeeland, MI 49464
(Address of principal executive offices and zip code)
__________________________________________
Herman Miller, Inc. Profit Sharing and 401(k) Plan
(Full title of the plan)
__________________________________________
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Jacqueline H. Rice
Herman Miller, Inc.
855 East Main Avenue
Zeeland, MI 49464
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(Name and address of agent for service)
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(616) 654-3000
(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 |
x |
Accelerated filer |
o |
Non-accelerated filer |
o |
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.
o
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered |
Amount to be registered |
Proposed maximum offering price per share
(3)
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Proposed maximum aggregate offering price
(3)
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Amount of registration fee |
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Common Stock, $0.20 par value per share
(1)
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3,810,068 shares
(2)
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44.21 |
168,443,106.28 |
18,377.14 |
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as
amended (the “Securities Act”), this Registration Statement shall
also cover any additional shares of the common stock, par value
$0.20 per share (the “Common Stock”), of Herman Miller, Inc. that
become issuable by reason of any stock dividend, stock split,
recapitalization, merger, consolidation, reorganization, or other
similar transaction which results in an increase in the number of
outstanding shares of Common Stock. In addition, pursuant to Rule
416(c) under the Securities Act, this Registration Statement also
covers an indeterminate amount of interests to be offered or sold
pursuant to the Herman Miller, Inc. Profit Sharing and 401(k) Plan
(the “Plan”). Pursuant to Rule 457(h)(2), no registration fee is
required to be paid in respect of such plan interests.
(2) Represents shares of Common Stock issuable pursuant to the
Plan.
(3) The maximum offering price per share and the maximum aggregate
offering price are based upon the average of the high and low
prices of the Common Stock as reported on NASDAQ on July 22, 2021,
in accordance with Rule 457(c) of the Securities Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of
Form S-8 will be sent or given to employees in accordance with Rule
428(b)(1) under the Securities Act of 1933, as amended (the
“Securities
Act”).
Such documents are not required to be, and are not, filed with the
Securities and Exchange Commission, either as part of this
registration statement or as a prospectus or prospectus supplement
pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference in this registration
statement pursuant to Item 3 of Part II of Form S-8, taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of
Documents by Reference.
The Company incorporates by reference the documents listed below
and any future filings made with the Commission under Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange
Act”),
subsequent to the date of this Registration Statement and prior to
the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining
unsold (such documents, and the documents listed below, being
hereinafter referred to as “Incorporated
Documents”):
(a) The Company’s Annual Report on Form 10-K for the fiscal year
ended May 30, 2020, filed with the Commission on July 28,
2020;
(b) The Plan’s Annual Report on Form 11-K for the year ended
December 31, 2020, filed with the Commission on May 27,
2021;
(c) The information specifically incorporated by reference into the
Company’s Annual Report on Form 10-K for the fiscal year ended May
30, 2020 from the Company’s definitive proxy statement on Schedule
14A, filed with the Commission on September 1, 2020;
(d) The Company’s Quarterly Reports on Form 10-Q for the fiscal
quarters ended August 29, 2020, November 28, 2020 and February 27,
2021, filed with the Commission on October 5, 2020, January 4, 2021
and April 6, 2021, respectively;
(e) The Company’s Current Reports on Form 8-K filed with the
Commission on June 9, 2020, July 9, 2020, July 17, 2020, August 13,
2020, August 24, 2020, September 16, 2020, October 14, 2020, April
19, 2021, April 22, 2021, June 3, 2021, June 22, 2021, July 1,
2021, July 14, 2021, and July 20, 2021; and
(f) The description of Herman Miller common stock contained in the
Company’s registration statement filed under the Exchange Act,
including any amendment or report filed for the purpose of updating
such description.
The Company is only incorporating certain portions of its
definitive proxy statement on Schedule 14A for its 2020 annual
meeting of stockholders as described above and is not incorporating
by reference (i) any information furnished under Items 2.02 or 7.01
(or corresponding information furnished under Item 9.01 or included
as an exhibit) in any past or future current report on Form 8-K or
(ii) any Form SD, that, in either case, the Company may file or
furnish with the Commission, unless otherwise specified in such
current report or in such form.
Any statement contained herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the
extent that a statement contained in any subsequently filed
Incorporated Document modifies or
supersedes such statement. 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.
Not applicable.
Item 5. Interests of
Named Experts and Counsel
Not applicable.
Item
6. Indemnification
of Directors and Officers.
The Company is obligated under its Restated Articles of
Incorporation and its Amended and Restated Bylaws to indemnify its
directors and officers to the fullest extent permitted under
applicable law, including the Michigan Business Corporation Act
(the “MBCA”),
in connection with any actual or threatened civil, criminal,
administrative, or investigative action, suit, or proceeding in
which such person is a witness or which is brought again such
person in his or her capacity as a director, officer, employee,
agent, or fiduciary of the Company or of any corporation,
partnership, joint venture, trust, employee benefit plan, or other
enterprise which such person was serving at the request of the
Company.
Under Sections 561 through 571 of the MBCA, directors and officers
of a Michigan corporation may be entitled to indemnification by the
corporation. The MBCA provides for indemnification of directors and
officers if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests
of the Company or its shareholders (and, if a criminal proceeding,
if they had no reasonable cause to believe their conduct was
unlawful) against: (a) expenses (including attorneys’ fees),
judgments, penalties, fines and amounts paid in settlement actually
and reasonably incurred in connection with any threatened, pending,
or completed action, suit, or proceeding (other than an action by
or in the right of the Company) arising out of a position with the
Company (or with some other entity at the Company’s request); and
(b) expenses (including attorneys’ fees) and amounts paid in
settlement actually and reasonably incurred in connection with any
threatened, pending, or completed action or suit by or in the right
of the Company, unless the director or officer is found liable to
the Company; provided that an appropriate court could determine
that he or she is nevertheless fairly and reasonably entitled to
indemnity for reasonable expenses incurred. The MBCA requires
indemnification for expenses to the extent that a director or
officer is successful in defending against any such action, suit,
or proceeding.
The MBCA generally requires that the indemnification provided for
in (a) and (b) of the preceding paragraph be made only on a
determination that the director or officer met the applicable
standard of conduct (i) by a majority vote of a quorum of the board
of directors who were not parties or threatened to be made parties
to the action, suit or proceeding; (ii) if a quorum cannot be so
obtained, by a majority vote of a committee of not less than two
disinterested directors; (iii) by independent legal counsel; (iv)
by all independent directors not parties or threatened to be made
parties to the action, suit, or proceeding; or (v) by the
shareholders (excluding shares held by interested directors,
officers, employees, or agents). If the articles of incorporation
include a provision eliminating or limiting the liability of a
director, however, a corporation may indemnify a director for
certain expenses and liabilities without a determination that the
director met the applicable standards of conduct, unless the
director received a financial benefit to which he or she was not
entitled, intentionally inflicted harm on the corporation or its
shareholders, violated Section 551 of the MBCA, or intentionally
committed a criminal act. In connection with an action by or in the
right of the corporation, such indemnification may be for expenses
(including attorneys’ fees) actually and reasonably incurred. In
connection with an action, suit, or proceeding other than an
action, suit, or proceeding by or in the right of the corporation,
such indemnification may be for expenses (including attorneys’
fees) actually and reasonably incurred, and for judgments,
penalties, fines, and amounts paid in settlement actually and
reasonably incurred.
In certain circumstances, the MBCA further permits advances to
cover such expenses before a final disposition of the proceeding,
upon receipt of an undertaking, which need not be secured and which
may be accepted without reference to the financial ability of the
person to make repayment, by or on behalf of the director or
officer to repay such amounts if it shall ultimately be determined
that he or she has not met the applicable standard of conduct. If a
provision in the articles of incorporation or bylaws, a resolution
of the board or shareholders, or an agreement makes indemnification
mandatory, then the advancement of expenses is also mandatory,
unless the provision, resolution, or agreement specifically
provides otherwise.
Indemnification under the MBCA is not exclusive of other rights to
indemnification to which a person may be entitled under the
Company’s charter documents or a contractual agreement. However,
the total amount of expenses advanced or indemnified from all
sources may not exceed the amount of actual expenses incurred by
the person seeking indemnification or advancement of expenses. The
indemnification provided for under the MBCA continues as to a
person who ceases to be a director or officer.
The MBCA permits the Company to purchase insurance on behalf of its
directors and officers against liabilities arising out of their
positions with the Company (or positions held with another entity
at the request of the Company), whether or not such liabilities
would be within the above indemnification provisions. Pursuant to
this authority, the Company maintains such insurance on behalf of
its directors and officers.
Item 7. Exemption
from Registration Claimed.
Not applicable.
Item
8. Exhibits.
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Exhibit Number
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Description
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4.1
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4.2
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23.1*
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23.2* |
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23.3* |
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24.1
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Power of Attorney (included on the signature page to this
Registration Statement).
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*
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Filed herewith.
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Pursuant to the instruction to Item 8 to Form S-8, no opinion of
counsel as to the legality of the shares of Common Stock registered
with respect to the Plan is furnished because no original issuance
securities are being registered.
The Internal Revenue Service has delivered a letter dated June 23,
2017, indicating that the Plan is qualified under Section 401 of
the Internal Revenue Code of 1986, as amended. The Company will
make all changes required by the Internal Revenue Service in order
to maintain the qualification of the Plan.
Item
9. Undertakings.
(a) The undersigned Company 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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 a 20% change in
the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement;
and
(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 information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in this registration
statement;
(2) That, for the purpose of determining any liability under the
Securities 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) 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; and
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Company’s annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 14(d) of the
Exchange Act) 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 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of
expenses incurred or paid by a director, officer, or controlling
person of the Company 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 Company 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
Securities Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company 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 Zeeland, State of Michigan, on this 26th day of July,
2021.
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HERMAN MILLER, INC. |
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By: |
/s/ Jeffrey M. Stutz
Jeffrey M. Stutz
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Chief Financial Officer
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POWER OF ATTORNEY
KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Andrea R. Owen,
Jeffrey M. Stutz and Jacqueline H. Rice, and each of them, as
attorney-in-fact and agent, with full power of substitution and
re-substitution, for and in the name, place and stead of the
undersigned, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
registration statement, and to sign any registration statement for
the same offering covered by this registration statement that is to
be effective upon filing pursuant to Rule 462(b) promulgated under
the Securities Act of 1933, and all post-effective amendments
thereto, and to file the same, with all exhibits thereto and all
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all that each said
attorney-in-fact and agent, or any such substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
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Date: July 26, 2021 |
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/s/ Andrea R. Owen |
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Andrea R. Owen, President, CEO (Principal Executive Officer), and
Director |
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Date: July 26, 2021 |
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/s/ Jeffrey M. Stutz |
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Jeffrey M. Stutz, CFO (Principal Financial Officer and Principal
Accounting Officer) |
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Date: July 26, 2021 |
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/s/ Mary Vermeer Andringa |
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Mary Vermeer Andringa, Director |
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Date: July 26, 2021 |
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/s/ David A. Brandon |
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David A. Brandon, Director |
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Date: July 26, 2021 |
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/s/ Douglas D. French |
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Douglas D. French, Director |
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Date: July 26, 2021 |
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/s/ John R. Hoke III |
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John R. Hoke III, Director |
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Date: July 26, 2021 |
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/s/ Lisa A. Kro |
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Lisa A. Kro, Director |
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Date: July 26, 2021 |
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/s/ Heidi J. Manheimer |
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Heidi J. Manheimer, Director |
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Date: July 26, 2021 |
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/s/ Candace S. Matthews |
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Candace S. Matthews, Director |
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Date: July 26, 2021 |
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/s/ Michael C. Smith |
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Michael C. Smith, Director |
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Date: July 26, 2021 |
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/s/ Michael A. Volkema |
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Michael A. Volkema, Director |
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Date: July 26, 2021 |
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/s/ Michael R. Smith |
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Michael R. Smith, Director |
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