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As filed with the Securities and Exchange Commission on May 23, 1996 -
Registration No.
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)
Michigan 38-0837640
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
855 East Main Avenue, P.O. Box 302, Zeeland, Michigan 49464-0302
(Address of Principal Executive Offices Including Zip Code)
Herman Miller, Inc. 1995 Employees' Stock Purchase Plan
(Full Title of the Plan)
James E. Christenson, 855 East Main Avenue, P.O. Box 302,
Zeeland, Michigan 49464-0302
(Name and address of agent for service)
(616) 654-3755
(Telephone number, including area code, of agent for service)
Copies of Communications to:
Michael G. Wooldridge
Varnum, Riddering, Schmidt & Howlett LLP
Bridgewater Place, P.O. Box 352
Grand Rapids, Michigan 49501-0352
(616) 336-6000
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Offering Aggreagte Amount of
Title of Securities Amount to Price Per Offering Registration
to be Registered be Registered Share (1) Price (1) Fee (2)
Common Stock
($.20 par value) 1,000,000 $32.125 $32,125,000 $11,077.59
(1) For the purpose of computing the registration fee only, the price shown
is based upon the price of $32.125 per share, the average of the high
and low sale prices for the Common Stock of the Registrant in the NASDAQ
Market System on May 20, 1996, in accordance with Rule 457(h). Pursuant
to the terms of the Plan, the purchase price must be not less than 85%
of the fair market value of such shares on the date of purchase.
(2) Registration fee is calculated on the basis of 1/29 of 1% of the proposed
maximum aggregate offering price of $32,125,000.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance with
Rule 428 of the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant's Annual Report on Form 10-K for the year ended June 3,
1995, which has been filed by the Registrant with the Commission (File No.
0-5813), are incorporated herein by reference. All other reports filed by the
Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") since the end of the fiscal year
covered by the foregoing Annual Report on Form 10-K are incorporated herein
by reference. All other reports or documents filed by the Registrant pursuant
to the requirements of Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, subsequent to the date hereof and prior to the termination of the
offering of the securities offered hereby shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
reports or documents. Any statement contained in a document incorporated
herein by reference shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained
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.
The description of the Registrant's Common Stock, the class of securities
offered pursuant to this Registration Statement, is contained in the
Registrant's Registration Statement filed pursuant to Section 12 of the
Exchange Act, and is incorporated herein by reference, including any
subsequent amendments or reports filed for the purpose of updating that
description.
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 Articles of Incorporation of the Registrant provide that its
directors and officers are required to be indemnified as of right to the
fullest extent permitted under the Michigan Business Corporation Act ("MBCA")
in connection with any actual or threatened civil, criminal, administrative
or investigative action, suit or proceeding (whether brought by or in the
name of the Registrant, a subsidiary or otherwise) in which a director or
officer is a witness or which is brought against a director or officer in his
or her capacity as a director, officer, employee, agent or fiduciary of the
Registrant or of any corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise which the director or officer was serving at
the request of the Registrant. Persons who are not directors or officers of
the Registrant may be similarly indemnified in respect of said service to the
extent authorized by the Board of Directors of the Registrant. Under the
MBCA, directors, officers, employees or agents are entitled to indemnification
against expenses (including attorney fees) whenever they successfully defend
legal proceedings brought against them by reason of the fact that they hold
such a position with the Registrant. In addition, with respect to actions not
brought by or in the right of the Registrant, indemnification is permitted
under the MBCA for expenses (including attorney fees), judgments, fines,
penalties and reasonable settlements if it is determined that the person
seeking indemnification acted in a good faith and in a manner he or she
reasonably believed to be in and not opposed to the best interest of the
Registrant or its shareholders and, with respect to criminal proceedings,
he or she had no reasonable cause to believe that his or her conduct
was unlawful. With respect to actions brought by or in the right of the
Registrant, indemnification is permitted under the MBCA for expenses
(including attorney fees) and reasonable settlement, if it is determined
that the person seeking indemnification acted in good faith and in a manner
he or she reasonably believed to be in and not opposed to the best interest
of the Registrant or its shareholders; provided, indemnification is not
permitted if the person is found liable to the Registrant, unless the court
in which the action or suit was brought has determined that indemnification
is fair and reasonable in view of all the circumstances of the case.
The MBCA and the Registrant's Articles of Incorporation also authorize
the Registrant to provide indemnification broader than that set forth in the
MBCA and the Articles of Incorporation. Pursuant to this authority, the
Registrant has entered into indemnification agreements with each of its
directors, which provide for the prompt indemnification to the fullest extent
permitted by applicable law and for the prompt advancement of expenses,
including reasonable attorney fees, incurred in connection with any proceeding
in which a director is a witness or which is brought against a director in
his or her capacity as a director, officer, employee, agent or fiduciary of
the Registrant or of any corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise which the director is serving at
the request of the Registrant. Indemnification is permitted for expenses and
reasonable settlement amounts incurred in connection with a proceeding by or
in the right of the Registrant and for expenses, judgments, penalties, fines
and reasonable settlement amounts incurred in connection with the proceeding
other than by or in the right of the Registrant. Indemnification under the
indemnity agreements is conditioned on the director having acted in good faith
and in a manner he or she reasonably believes to be in or not opposed to the
best interest of the Registrant and, with respect to any criminal proceeding,
he or she had no reasonable cause to believe his or her conduct was unlawful.
The Articles of Incorporation of the Registrant also limit the personal
liability of members of its Board of Directors for monetary damages with
respect to claims by the Registrant or its shareholders resulting from certain
negligent acts or omissions.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index which appears on page S-6.
Item 9. Undertakings.
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,
represents a fundamental change in the information set forth in 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 (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 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 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.
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 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.
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 by 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 Zeeland, State of Michigan, on
the 21st day of May, 1996.
HERMAN MILLER, INC.
By/S/Michael A. Volkema
Michael A. Volkema, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael A. Volkema and David L. Nelson, and
each of them, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his or 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 and any other
regulatory authority, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing required
and necessary to be done in and about the premises, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on May 21, 1996, by the following
persons in the capacities indicated.
/S/Michael A. Volkema /S/Brian C. Walker
Michael A. Volkema, Director, Brian C. Walker, Executive
President and Chief Vice President (Principal Financial
Executive Officer (Principal Officer and Principal Accounting
Executive Officer) Officer)
/S/C. William Pollard /S/David L. Nelson
C. William Pollard, Director David L. Nelson, Director and
Chairman of the Board
/S/Ruth Alkema /S/Charles D. Ray
Ruth Alkema Reister, Director Charles D. Ray, M.D., Director
/S/J. Harold Chandler /S/William K. Brehm
J. Harold Chandler, Director William K. Brehm, Director
/S/Dr. Alan M. Fern
Brian Griffiths, Lord Griffiths Dr. Alan M. Fern, Director
of Fforestfach, Director
/S/Dr. E. David Crockett /S/Richard H. Ruch
Dr. E. David Crockett, Director Richard H. Ruch, Director
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 June 30,
1995, included in Herman Miller, Inc.'s Form 10-K for the year ended June 3,
1995, and to all references to our Firm included in this Registration
Statement.
/S/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Grand Rapids, Michigan
May 22, 1996
EXHIBIT INDEX
The following exhibits are filed as a part of the Registration Statement:
Item 4 Herman Miller, Inc. 1995 Employees' Stock Purchase Plan
Item 5 Opinion of Varnum, Riddering, Schmidt & Howlett LLP with
respect to the legality of the securities being registered
Item 23.1 Consent of Arthur Andersen LLP - included on page S-5 hereof
Item 23.2 Consent of Varnum, Riddering, Schmidt & Howlett LLP (included
with the opinion filed as Exhibit 5)
Item 24 Power of Attorney - included on page S-4 hereof
HERMAN MILLER, INC.
1995 EMPLOYEES' STOCK PURCHASE PLAN
1. Purpose. The purpose of the Herman Miller 1995 Employees' Stock
Purchase Plan (the "Plan") is to provide employees of Herman Miller, Inc.
(the "Company") and the "Participating Subsidiaries" (as herein defined) with
a further inducement to continue their employment with the Company or the
Participating Subsidiaries and to encourage such employees to increase their
efforts to promote the best interests of the Company by permitting them to
purchase shares of common stock, par value $.20 per share (the "Stock")
of the Company, at a price lessthan the market price thereof, under such
circumstances that the purchase qualifies as the exercise of an option granted
under an employee stock purchase plan, as defined by Section 423 of the
Internal Revenue Code of 1986, as amended (the "Code"). As used herein, the
term "Company" does not include any subsidiaries of the Company. This Plan
may be adopted by the board of directors of any corporation which is a member
of a controlled group of corporations, within the meaning of Section 1563(a)
of the Code, of which the Company is also a member, and upon such adoption and
with the approval of the committee described in Section 2, such corporation
shall be deemed to be one of the "Participating Subsidiaries."
2. Committee to Administer Plan. The Plan shall be administered
by a committee appointed by the Board of Directors of the Company (the
"Committee"). The Committee shall consist of not less than three members.
The Board of Directors may from time to time remove members from, or add
members to, the Committee. Vacancies on the Committee, howsoever caused,
shall be filled by the Board of Directors. The Committee may establish from
time to time such regulations, provisions and procedures, within the terms
of the Plan, as in the opinion of its members may be advisable in the
administration of the Plan. The Committee shall keep minutes of its meetings.
A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present,
or acts reduced to or approved in writing by a majority of the members of the
Committee, shall be the valid acts of the Committee. The interpretation and
construction by the Committee of any provisions of the Plan shall be final
unless otherwise determined by the Board of Directors. No member of the Board
of Directors or the Committee shall be liable for any action or determination
made in good faith with respect to the Plan.
3. Eligibility. Participation under the Plan shall be open to all
active employees (the "Eligible Employees") of the Company or the
Participating Subsidiaries except (a) employees who have been continuously
employed by the Company or a Participating Subsidiary for less than twelve
(12) months at the beginning of an Option Period (as hereinafter defined);
(b) employees whose customary employment by the Company or a Participating
Subsidiary is less than twenty (20) hours per week; and (c) employees whose
customary employment by the Company or a Participating Subsidiary is for not
more than five (5) months in a calendar year. No option rights shall be
granted under the Plan to any person who is not an Eligible Employee, and no
Eligible Employee shall be granted option rights under the Plan (a) if such
employee, immediately after receiving the grant of such option rights under
the Plan, owns (under the rules of Sections 423(b)(3) and 424(d) of the Code)
stock possessing 5 percent or more of the total combined voting power or value
of all classes of stock of the Company or any of its subsidiary corporations
(as defined by Section 425(f) of the Code); or (b) which permit such employee
to purchase stock under this Plan and any other employee stock purchase plan
of the Company and its subsidiary corporations (as defined by Section 424(f)
of the Code) at option prices aggregating more than $25,000 in any one
calendar year, and in no event may such option rights accrue at a rate which
exceeds that permitted by Section 423(b)(8) of the Code.
4. Stock Available for Plan. Purchase of Stock pursuant to and on
behalf of this Plan for delivery under this Plan may be made out of the
Company's presently or hereafter authorized but unissued Stock, or out of
shares of Stock now or hereafter held in treasury by the Company, or from
outstanding shares of Stock, or partly out of each, as determined by the
Committee. The maximum number of shares of Stock which may be purchased
under the Plan is 1,000,000 shares, subject, however, to adjustment as
hereinafter set forth. In the event the Company shall, at any time after
the effective date of the Plan, change its issued Stock into an increased
number of shares of Stock, with or without par value, through a Stock dividend
or split of shares, or into a decreased number of shares, with or without par
value, through a combination of shares, then effective with the record date
for such change, the maximum number of shares of Stock which thereafter may
be purchased under the Plan shall be the maximum number of shares which,
immediately
EXHIBIT 4
prior to such record date, remained available for purchase under the Plan,
proportionately increased, in the case of such Stock dividend or split up
of shares, or proportionately decreased in the case of such combination of
shares. In the event of any other change affecting Stock, such adjustment
shall be made as may be deemed equitable by the Board of Directors to give
proper effect to such event.
5. Effective Dates. This Plan shall become effective on December 4,
1995, provided that the Plan has been adopted by the Company's Board of
Directors and approved by the shareholders of the Company at a dulycalled
meeting or any adjournment thereof. The first Option Period under the Plan
shall commence on December 4, 1995, and end on March 2, 1996. As long as
the Plan remains in effect, a new Option Period shall commence on the first
day of each fiscal quarter year of the Company and end on the last day of
each such fiscal quarter year.
6. Participation. An employee who is a participant in the Herman
Miller, Inc. 1987 Employees' Stock Purchase Plan (the "1987 Plan") on
December 4, 1995, will automatically participate in this Plan as of such date.
In addition, an employee of the Company or a Participating Subsidiary who
is an Eligible Employee at or prior to the first day of any Option Period may
become a Participant as of such date by (a) at least ten (10) days prior to
such date, completing and forwarding a payroll deduction authorization form
(the "Authorization") to the Eligible Employee's appropriate payroll location;
and/or (b) at least forty-five (45) days prior to the last day of the Option
Period, completing and forwarding a lump sum payment form furnished by the
Company accompanied by payment to the Company in the amount of the lump sum to
be credited to the Eligible Employee's Purchase Account. The Authorization
will direct a regular payroll deduction from the Participant's compensation
to be made on each of the Participant's pay dates occurring during each Option
Period in which he or she is a Participant. The term "Authorizations" as used
herein includes Authorizations as defined in and filed pursuant to the 1987
Plan.
7. Payroll Deductions and Lump Sum Payments. The Company and its
Participating Subsidiaries will maintain payroll deduction accounts for
all of their respective employees who are Participants and who have filed
Authorizations for Payroll Deduction. Payments made by Participants, whether
by payroll deduction or lump sum payment, shall be credited to the
Participant's Stock Purchase Account (the "Purchase Account"). No amounts
other than payroll deductions and lump sum payments authorized under this
Plan may be credited to a Participant's Purchase Account. A Participant may
authorize a payroll deduction in any amount not less than $5 for each pay
date, but not more than a maximum of 10 percent of the Participant's gross
earnings payable as wages, salary, and bonus compensation, before withholding
or other deductions ("Gross Earnings"), with respect to which payments are
to be made to him or her by the Company or the Participating Subsidiary on
such pay date. A Participant may make one lump sum payment in any Option
Period in any amount not less than $25, but not more than a maximum of 10
percent of the Participant's Gross Earnings for the immediately preceding
Option Period. In the event a Participant makes payments for credit to his
or her Purchase Account through both lump sum payments and payroll deductions,
the total of all such payments during any Option Period shall not exceed 10
percent of the Participant's Gross Earnings during the immediately preceding
Option Period. In no event shall payments of any kind for credit to a
Purchase Account by or on behalf of any Participant aggregate more than
$25,000 in any calendar year.
8. Changes in Payroll Deduction. Payroll deductions shall be made for
each Participant in accordance with the Participant's Authorization and shall
continue until the Participant's participation terminates, the Authorization
is revised or the Plan terminates. A Participant may, as of the beginning of
any Option Period, increase or decrease the Participant's payroll deduction
within the limits specified in Section 7 by filing a new Authorization at
least ten (10) days prior to the beginning of such Option Period.
9. Termination of Participation; Withdrawal of Funds. A Participant
may for any reason at any time on written notice given to the Company prior
to the Participant's last pay date in any Option Period elect to terminate
his or her participation in the Plan and permanently draw out the balance
accumulated in his or her Purchase Account. Upon any termination by a
Participant of participation, he or she shall cease to be a Participant, his
or her Authorization shall be revoked insofar as subsequent payroll deductions
are concerned, and the amount to his or her credit in his or her Purchase
Account, and not payable in respect of the exercise of any option to purchase
Stock theretofore granted under the plan, as well as any unauthorized payroll
deductions made after such revocation, shall be promptly refunded to the
former Participant. An Eligible Employee who has thus terminated
participation in the Plan may thereafter begin participation in the Plan
again only during the fiscal year of the Company following the fiscal year
of the Company in which such termination and withdrawal of funds occurred.
Partial withdrawals of funds will not be permitted.
10. Purchase of Shares. Each Participant during each Option Period
under this Plan will be granted an option as of the "Purchase Date" (as herein
defined) for the purchase of as many shares of Stock, including partial
shares, as may be purchased with the funds in his or her Purchase Account.
This election shall be automatically made as provided in this Section unless
the Participant terminates participation as provided in Section 9. The
purchase price for each share of Stock purchased shall be 85 percent of the
fair market value of a share of Stock on the "Purchase Date" (as herein
defined). If such percentage results in a fraction of a cent, the purchase
price shall be increased to the next higher full cent. The term "Purchase
Date" shall be the last business day of the Option Period. If, as of each
Purchase Date, the Participant's Purchase Account contains funds, the
Participant shall be deemed to have exercised an option to purchase shares
at the purchase price, the Participant's Purchase Account shall be charged for
the amount of the purchase, and an entry shall be made to the Participant's
account maintained by the Company's transfer agent. As of each subsequent
Purchase Date when funds have again accrued in the Participant's Purchase
Account, shares will be purchased in the same manner.
If the Stock continues to be traded in the over-the-counter market and
does not become listed upon an established stock exchange, the fair market
value per share shall be the closing sale price of the Stock as reported by
the National Association of Securities Dealers' Automated Quotation System
("NASDAQ") on the Purchase Date, or if no closing sale price in the over-the-
counter market is reported by NASDAQ for the Purchase Date, then on the next
preceding day on which such price is reported. If the Stock becomes listed
upon an established stock exchange or exchanges, the fair market value of the
Stock for purposes of the Plan shall be deemed to be the closing price of the
Stock on such stock exchange or exchanges on the Purchase Date, or if no sale
of Stock shall have been made on any stock exchange on that day, on the next
preceding day on which there was a sale of such Stock.
11. Registration of Certificates. Upon the request of a Participant
during participation in the Plan, and upon a Participant's termination of
participation, a stock certificate representing the full number of shares of
Stock owned by such Participant under the Plan shall be issued and delivered
to the Participant. Fractional share interests shall be paid in cash to the
Participant. Certificates may be registered only in the name of the
Participant or the names of the Participant and his or her spouse.
12. Rights on Retirement, Death, or Termination of Employment. In the
event of a Participant's retirement, death or termination of employment, no
payroll deduction shall be taken from any pay due and owing to a Participant
at such time and the balance in the Participant's Purchase Account shall be
paid to the Participant or, in the event of the Participant's death, to the
Participant's estate.
13. Rights Not Transferable. Rights under this Plan are not
transferable by a Participant and are exercisable only by the Participant
during his or her lifetime.
14. Application of Funds. All funds received or held by the Company or
a Participating Subsidiary under this Plan may be used by the Company or such
Participating Subsidiary for any corporate purpose.
15. Amendment of the Plan. The Board of Directors of the Company may at
any time, or from time to time, amend this Plan in any respect, except
that, without the approval of a majority of the shares of Stock of the
Company then issued and outstanding and entitled to vote, no amendment shall
be made (a) increasing the number of shares approved for this Plan (other
than as provided in Section 4), (b) decreasing the Purchase Price per share,
(c) withdrawing the administration of this Plan from the Committee, (d)
changing the designation of the class of employees eligible to receive options
under the Plan, or (e) which would render options granted under the Plan
unqualified for special tax treatment under the Code.
16. Termination of the Plan. Unless sooner terminated as hereinafter
provided, this Plan shall terminate on December 4, 2005. The Company may, by
action of its Board of Directors, terminate the Plan at any time. Notice of
termination shall be given to all then Participants, but any failure to give
such notice shall not impair the termination. Upon termination of the Plan,
all amounts in Purchase Accounts of Participants shall be promptly refunded.
17. Governmental Regulations. The Company's obligation to sell and
deliver Stock under this Plan is subject to the approval of any governmental
authority required in connection with the authorization, issuance or sale of
such Stock. If at any time shares of Stock deliverable hereunder are
required to be registered or qualified under any applicable law, or delivery
of such shares is required to be accompanied or preceded by a prospectus or
similar circular, delivery of certificates for such shares may be deferred for
a reasonable time until such registrations or qualifications are effected or
such prospectus or similar circular is available.
May 22, 1995
Herman Miller, Inc.
855 East Main Avenue
P.O. Box 302
Zeeland, Michigan 49464
Re: Registration Statement on Form S-8 Relating to the Herman
Miller, Inc. 1995 Employees' Stock Purchase Plan (the "Plan")
Gentlemen:
With respect to the Registration Statement on Form S-8 (the "Registration
Statement) filed by Herman Miller, Inc., a Michigan corporation (the
"Company") with the Securities and Exchange Commission, for the purpose of
registering under the Securities Act of 1933, as amended, 1,000,000 shares of
the Company's common stock, par value $.20 per share, for issuance pursuant
to the Plan, we have examined such documents and questions of law we consider
necessary or appropriate for the purpose of giving this opinion. On the
basis of such evaluation, we advise you that in our opinion the 1,000,000
shares covered by the Registration Statement, upon the exercise of stock
options, at the prices described in the Registration Statement but not less
than the par value thereof, and upon delivery of such shares and payment
therefor in accordance with the terms stated in the Plan and the Registration
Statement, will be duly and legally authorized, issued and outstanding, and
will be fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended, or under the rules and
regulations of the Securities and Exchange Commission relating thereto.
Sincerely,
VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP
/S/Michael G. Wooldridge
Michael G. Wooldridge, Partner
EXHIBIT 5