SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Herman Miller, Inc.
(Exact name of registrant as specified in its charter)
Michigan 38-0837640
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
855 East Main Street, Zeeland 49464
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A(c), please check the following box. |_|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A(d), please check the following box. |X|
Securities Act registration statement file number to which this
form relates: _______________________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each Exchange
Title of each class on which each class
to be so registered is to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Junior Preferred Stock Purchase Rights
(Title of class)
Page 1 of 6 Pages
Exhibit Index is on Page 7
Item 1. Description of Securities To Be Registered
On June 30, 1999, the Board of Directors of Herman Miller, Inc., a Michigan
corporation (the "Company"), declared a dividend payable July 12, 1999 of one
right (a "Right") for each outstanding share of common stock, $.20 par value
("Common Stock") of the Company held of record at the close of business on July
12, 1999 (the "Record Time"), or issued thereafter and prior to the Separation
Time (as hereinafter defined). The Rights were issued pursuant to a Shareholder
Protection Rights Agreement, dated as of June 30, 1999 (the "Rights Agreement"),
between the Company and First Chicago Trust of New York, a division of Equiserve
Limited Partnership, as Rights Agent (the "Rights Agent"). Each Right entitles
its registered holder to purchase from the Company, after the Separation Time,
one one-hundredth of a share of Junior Participating Preferred Stock ("Junior
Preferred Stock"), for $100 (the "Exercise Price"), subject to adjustment.
The Rights will be evidenced by the Common Stock certificates until the
close of business on the earlier of (i) the later of (A) the tenth day after the
date on which any Person (other than the Company, a majority owned Subsidiary of
the Company or an employee stock ownership or other employee benefit plan of the
Company or a majority owned Subsidiary of the Company) commences a tender or
exchange offer which, if consummated, would result in such Person's becoming the
Beneficial Owner of 15% or more of the outstanding shares of Common Stock (any
Person having such Beneficial Ownership being referred to herein as an
"Acquiring Person") and (B) such later date as the Board of Directors may from
time to time fix by resolution adopted prior to the Separation Time, and (ii)
the first date (the "Flip-In Date") of public announcement by the Company or an
Acquiring Person that an Acquiring Person has become such other than as a result
of a Flip-over Transaction or Event (as defined below); provided that, if the
foregoing results in the Separation Time being prior to the Record Time, the
Separation Time shall be the Record Time; and provided further that, if a tender
or exchange offer referred to in clause (i) is cancelled, terminated or
otherwise withdrawn prior to the Separation Time, such offer shall be deemed
never to have been made. The time described in either clause (i) or (ii) of the
foregoing sentence shall be referred to herein as the "Separation Time." The
Rights Agreement provides that, until the Separation Time, the Rights will be
transferred with and only with the Common Stock. Common Stock certificates
issued after the Record Time but prior to the Separation Time shall evidence one
Right for each share of Common Stock represented thereby and shall have printed
thereon a legend incorporating by reference the terms of the Rights Agreement
(as such may be amended from time to time). Notwithstanding the absence of the
aforementioned legend, certificates evidencing shares of Common Stock
outstanding at the Record Time shall also evidence one Right for each share of
Common Stock evidenced thereby. Promptly following the Separation Time, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of Common Stock at the Separation Time.
The Rights will not be exercisable until the Business Day following the
Separation Time. The Rights will expire on the earlier of (i) the close of
business on July 12, 2009 and (ii) the date on which the Rights are redeemed as
described below (the "Expiration Time").
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The Exercise Price and the number of Rights outstanding, or in certain
circumstances the securities purchasable upon exercise of the Rights, are
subject to adjustment from time to time to prevent dilution in the event of a
Common Stock dividend on, or a subdivision or a combination into a smaller
number of shares of, Common Stock, or the issuance or distribution of any
securities or assets in respect of, in lieu of or in exchange for Common Stock.
In the event that prior to the Expiration Time, a Flip-In Date shall occur,
the Company shall take such action as shall be necessary to ensure and provide
that, if permitted by applicable law, each Right (other than Rights beneficially
owned by the Acquiring Person or any Affiliate or Associate thereof, which
Rights shall become void) shall constitute the right to purchase from the
Company, upon the exercise thereof in accordance with, and subject to, the terms
of the Rights Agreement, that number of shares of Common Stock of the Company
having an aggregate Market Price, on the date of the public announcement of an
Acquiring Person's becoming such (the "Stock Acquisition Date") that gave rise
to the Flip-in Date, equal to twice the Exercise Price for an amount in cash
equal to the then current Exercise Price. In addition, the Board of Directors of
the Company may, at its option, at any time after a Flip-in Date and prior to
the time that an Acquiring Person becomes the Beneficial Owner of more than 50%
of the outstanding shares of Common Stock, if permitted by applicable law, elect
to exchange all (but not less than all) the then outstanding Rights (other than
Rights Beneficially Owned by the Acquiring Person or any Affiliate or Associate
thereof, which Rights become void) for shares of Common Stock at an exchange
ratio of one share of Common Stock per Right, appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring after the date
of the Separation Time (the "Exchange Ratio"). Immediately upon such action by
the Board of Directors, the right to exercise the Rights will terminate and each
Right will thereafter represent only the right to receive a number of shares of
Common Stock equal to the Exchange Ratio.
Whenever the Company shall become obligated as described in the preceding
paragraph to issue shares of Common Stock upon exercise of or in exchange for
Rights, the Company, at its option, may substitute therefor shares of Junior
Preferred Stock, at a ratio of one one-hundredth of a share of Junior Preferred
Stock for each share of Common Stock so issuable.
In the event that prior to the Expiration Time the Company enters into,
consummates or permits to occur a transaction or series of transactions on or
after the time when an Acquiring Person has become such in which, directly or
indirectly, (A) the Company shall consolidate or merge with or into the
Acquiring Person or any Person acting together in any respect with the Acquiring
Person, or the Acquiring Person or any other Person acting together in any
respect with the Acquiring Person shall merge with or into the Company, (B) the
Company shall sell or otherwise transfer (or one or more of its Subsidiaries
shall sell or otherwise transfer) assets (i) aggregating more than 50% of the
assets (measured by either book value or fair market value) or (ii) generating
more than 50% of the operating income or cash flow, of the Company and its
Subsidiaries (taken as a whole) to the Acquiring Person or any other Person
acting together in any respect with the Acquiring Person (provided that for
purposes of clauses (A) and (B), but without limitation, a Person shall be
deemed to be acting together in any respect with an Acquiring Person if such
Person enters into any transaction of the type described in clause (A) or (B)
within one year after the time the Acquiring
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Person has become such, unless (x) such transaction was initiated by the Company
and (y) the Acquiring Person or any Person acting together in any respect with
the Acquiring Person has not acquired control of the Board of Directors of the
Company), (C) any Acquiring Person shall (i) sell, purchase, lease, exchange,
mortgage, pledge, transfer or otherwise acquire or dispose of, to, from, or
with, as the case may be, the Company or any of its Subsidiaries, over any
period of 12 consecutive calendar months, assets or liabilities (x) having an
aggregate fair market value of more than $100,000,000 or (y) on terms and
conditions less favorable to the Company than the Company would be able to
obtain through arm's-length negotiations with an unaffiliated third party, (ii)
receive any compensation for services from the Company or any of its
Subsidiaries, other than compensation for full-time employment as a regular
employee at rates in accordance with the Company's (or its Subsidiaries') past
practices, or (iii) receive the benefit, directly or indirectly (except
proportionately as a shareholder), over any period of 12 consecutive calendar
months, of any loans, advances, guarantees, pledges, insurance, reinsurance or
other financial assistance or any tax credits or other tax advantage provided by
the Company or any of its Subsidiaries involving an aggregate principal amount
in excess of $100,000,000 or an aggregate cost or transfer of benefits from the
Company or any of its Subsidiaries in excess of $100,000,000 or, in any case, on
terms and conditions less favorable to the Company than the Company would be
able to obtain through arm's- length negotiations with a third party, or (D) as
a result of any reclassification of securities (including any reverse stock
split), or recapitalization, of the Company, or any merger or consolidation of
the Company with any of its Subsidiaries or any other transaction or series of
transactions (whether or not with or into or otherwise involving an Acquiring
Person), the proportionate share of the outstanding shares of any class of
equity or convertible securities of the Company or any of its Subsidiaries which
is directly or indirectly owned by any Acquiring Person is increased by more
than 1% (each of the transactions or events or series of transactions or events
in clauses (A) through (D) above being referred to herein as a "Flip-over
Transaction or Event"), the Company shall take such action as shall be necessary
to ensure, and shall not enter into, consummate or permit to occur any Flip-over
Transaction or Event, unless and until it shall have entered into a supplemental
agreement with the Person engaging in such Flip-over Transaction or Event (the
"Flip-over Entity"), for the benefit of the holders of the Rights, providing
that upon consummation or occurrence of the Flip-over Transaction or Event (i)
each Right shall thereafter constitute the right to purchase from the Flip-over
Entity, upon exercise thereof in accordance with the terms of the Rights
Agreement, that number of shares of common stock of the Flip-over Entity having
an aggregate Market Price on the date of consummation or occurrence of such
Flip-over Transaction or Event equal to twice the Exercise Price for an amount
in cash equal to the then current Exercise Price and (ii) the Flip-over Entity
shall thereafter be liable for, and shall assume, by virtue of such Flip-over
Transaction or Event and such supplemental agreement, all the obligations and
duties of the Company pursuant to the Rights Agreement. For purposes of the
foregoing definition of "Flip-over Transaction or Event", the term "Acquiring
Person" shall include any Acquiring Person and its Affiliates and Associates
(other than the Company, a wholly owned Subsidiary of the Company or an employee
stock ownership or other employee benefit plan of the Company or a wholly owned
Subsidiary of the Company), counted together as a single Person.
The Board of Directors of the Company may, at its option, at any time prior
to the Flip-in Date, redeem all (but not less than all) the then outstanding
Rights at a redemption price of $.001
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per Right subject to adjustment (the "Redemption Price"), as provided in the
Rights Agreement. Immediately upon the action of the Board of Directors of the
Company electing to redeem the Rights, without any further action and without
any notice, the right to exercise the Rights will terminate and each Right will
thereafter represent only the right to receive the Redemption Price in cash for
each Right so held.
The holders of Rights will, solely by reason of their ownership of Rights,
have no rights as shareholders of the Company, including, without limitation,
the right to vote or to receive dividends.
The Rights will not prevent a takeover of the Company. The Rights, however,
may have certain anti-takeover effects. The Rights may cause substantial
dilution to a person or group that acquires 15% or more of the Common Stock
unless the Rights are first redeemed by the Board of Directors of the Company.
Nevertheless, the Rights should not interfere with a transaction that is in the
best interests of the Company and its shareholders on or prior to the Flip-in
Date, because the Rights can be redeemed before the consummation of such
transaction.
As of May 29, 1999, there were 79,565,860 shares of Common Stock issued and
outstanding and 13,220,857 shares reserved for issuance pursuant to existing
option and employee benefit plans. As of May 29, 1999, options to acquire
4,819,767 shares of the Company's Common Stock, granted under these plans, were
outstanding. As long as the Rights are attached to the Common Stock, the Company
will issue one Right with each new share of Common Stock so that all such shares
will have Rights attached.
The Rights Agreement (which includes as Exhibit A the form of Rights
Certificate and Election to Exercise and as Exhibit B the form of Certificate of
Adoption of Resolution Establishing the Junior Preferred Stock) is attached
hereto as an exhibit and is incorporated herein by reference. The foregoing
description of the Rights is qualified in its entirety by reference to the
Rights Agreement and such exhibits thereto, including the definitions therein of
certain terms. Whenever particular terms that are defined in the Rights
Agreement are referred to, it is intended that such defined terms shall be
incorporated herein by reference.
Item 2. Exhibits
Form of Rights Agreement, dated as of June 30, 1999 between Herman Miller,
Inc. and First Chicago Trust of New York, a division of Equiserve Limited
Partnership, which includes as Exhibit A thereto the Form of Rights Certificate.
Pursuant to the Rights Agreement, Rights Certificates will not be mailed until
after the Separation Time.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
HERMAN MILLER, INC.
Dated: July 6, 1999 By /s/ James Christenson
Its Secretary
269028v5
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EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
(1)
Shareholder Protection Rights Agreement,
dated as of June 30, 1999 (the "Rights
Agreement"), between Herman Miller, Inc.
(the "Company") and First Chicago Trust
of New York, a division of Equiserve
Limited Partnership, as Rights Agent,
including as Exhibit A the form of
Rights Certificate and of Election to
Exercise and as Exhibit B the form of
Certificate of Adoption of Resolution
Establishing Series of Shares of Junior
Participating Preferred Stock of the
Company
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