As filed with the Securities and Exchange Commission on August 27, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------------
HERMAN MILLER, INC.
(Name of Registrant as specified in its charter)
---------------------------
Michigan 38-0837640
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
855 East Main Avenue
Zeeland, Michigan 49464-0302
(616) 654-3000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
---------------------------
James E. Christenson
Herman Miller, Inc.
855 East Main Avenue
Zeeland, Michigan 49464-0302
(616) 654-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------
Copies to:
Michael G. Wooldridge
Varnum, Riddering, Schmidt & Howlett LLP
Suite 1700
333 Bridge Street, N.W.
Grand Rapids, Michigan 49501-0352
(616) 336-6000
Fax (616) 336-7000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box |_|
If any of the securities registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Offering Price Per Share(1) Aggregate Offering Price(1) Registration Fee
Common Stock 1,325,733 $25.156 $33,350,139.35 $9,271.34
($0.20 per share)
==================================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based upon
the average of the high and low prices reported on The NASDAQ Stock
Market on August 25, 1999 ($25.156 per share).
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the securities act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
PROSPECTUS
1,325,733 Shares
HERMAN MILLER, INC.
COMMON STOCK
($.20 par value)
---------------------------
This prospectus relates to the periodic offer and sale of up to 1,325,733
shares of common stock of Herman Miller, Inc., a Michigan corporation, for the
account of the persons named under the caption "Selling Shareholders." This
offering of shares will terminate on or before July 30, 2001.
HMI's common stock is listed for trading on The NASDAQ Stock Market under
the trading symbol "MLHR." On August 25, 1999, the last reported sale price of
the common stock on NASDAQ was $25.375 per share. The shares may be sold at
market prices prevailing at the time of sale or at negotiated prices. HMI will
not receive any of the proceeds from the sale of shares by the selling
shareholders. HMI will pay all expenses of registration incurred in connection
with the offering, but the selling shareholders will pay all brokerage
commissions.
---------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
This Prospectus is not an offer to sell these shares, and it is not soliciting
an offer to buy these shares, in any state where the offer or sale is not
permitted.
---------------------------
The date of this Prospectus is August 27, 1999.
TABLE OF CONTENTS
PAGE
ABOUT THIS PROSPECTUS..........................................................1
WHERE YOU CAN FIND MORE INFORMATION............................................1
THE COMPANY....................................................................1
USE OF PROCEEDS................................................................2
SELLING SHAREHOLDERS...........................................................2
PLAN OF DISTRIBUTION...........................................................2
LEGAL MATTERS..................................................................3
EXPERTS ......................................................................3
-i-
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that HMI filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf registration process, the selling shareholders may offer from
time to time up to 1,325,733 shares of HMI common stock. You should read this
prospectus together with additional information described under the heading
"Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
HMI files annual, quarterly and special reports, proxy statements and other
information with the SEC. Its SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document HMI files at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the regional offices of the SEC located at
7 World Trade Center, Suite 1300, New York, New York 60661 and at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. You may obtain information
on the operation of the SEC's public reference room in Washington, D.C. by
calling the SEC at 1-800-SEC-0330.
The SEC allows HMI to "incorporate by reference" the information it files
with them, which means that HMI can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that HMI files later with
the SEC will automatically update and supersede that information. HMI
incorporates by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until the selling shareholders sell all of their common
stock or they terminate this offering:
o Its Annual Report on Form 10-K for the year ended May 29, 1999
o Its Amended Report of Unscheduled Material Events on Form 8-K/A
filed on July 16, 1999
o Its Amended Registration Statement on Form 8-A12B/A filed on
July 16, 1999
o For a description of capital stock see its Amended Registration
Statement on form S-3 filed on May 8, 1997
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address or telephone number:
Robert Dentzman, Vice President of Treasury - Investor Relations
Herman Miller, Inc.
855 East Main Avenue
Zeeland, Michigan 49464-0302
Telephone: (616) 654-3000
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. HMI has not authorized
anyone else to provide you with different information. The selling shareholders
are not making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus, any
prospectus supplement or any document incorporated by reference is accurate as
of any date other than the date of those documents.
THE COMPANY
Herman Miller, Inc.'s principal business consists of the research, design,
development, manufacture, and sale of office systems, products and services.
Through research, HMI seeks to define and clarify customer needs and problems
existing in its markets and to design, through innovation where appropriate and
feasible, products, systems, and services as solutions to such problems. HMI's
furniture systems, seating, storage, and freestanding furniture products, and
related services are used in (1) office/institution environments including
offices and related conference, lobby and lounge areas, and general public areas
including transportation terminals; (2) health/science environments
1
including hospitals and other healthcare facilities; (3) clinical, industrial,
and educational laboratories; and (4) other environments.
HMI was incorporated in Michigan in 1905. One of HMI's major plants and its
corporate offices are located at 855 East Main Avenue, P.O. Box 302, Zeeland,
Michigan, 49464-0302, and its telephone number is (616)654-3000.
USE OF PROCEEDS
The up to 1,325,733 shares offered hereby are being offered by the selling
shareholders. HMI will receive no part of the proceeds of any sales made
hereunder.
SELLING SHAREHOLDERS
All of the shares of common stock offered hereby are being sold by the
shareholders listed below, as selling shareholders.
Number of Shares Number of Shares
Shareholder Owned and Offered Shareholder Owned and Offered
----------- ----------------- ----------- -----------------
John Geiger 13,724 Frances Geiger 13,724
Colin Maclean 58,375 Michael Donahue 58,375
Charles Boden 16,798 Michael Milligan 16,798
Loreto Tari 16,798 Geiger Family LLC 1,131,141
Effective July 30, 1999, the selling shareholders acquired their shares of
common stock from HMI pursuant to the terms and conditions of an Agreement and
Plan of Merger dated July 22, 1999, by and among HMI, the selling shareholders
and Geiger Group, Inc., a Delaware corporation. Under the terms of the merger
agreement, Geiger merged with and into HMI. In consideration of the merger, the
selling shareholders received 1,325,733 shares of HMI's common stock. All of
those shares may be offered by the selling shareholders for sale hereunder.
Under the terms and conditions of the merger agreement, HMI entered into a
registration agreement with the selling shareholders dated July 30, 1999,
pursuant to which HMI agreed to register the shares under the Securities Act of
1933, as amended, for offer and sale by the selling shareholders. HMI has agreed
to maintain the effectiveness of the registration statement covering the shares
until July 30, 2001. In addition, HMI has agreed to pay the expenses for
registering the shares and maintaining the effectiveness of the registration
statement. HMI has also agreed to reimburse the selling shareholders for the
fees, disbursements and expenses of one counsel for the selling shareholders as
a group. The selling shareholders are responsible for all underwriting discounts
and commissions with respect to sales of the shares offered hereby.
None of the selling shareholders has had a material office, position or
relationship with HMI prior to becoming shareholders pursuant to the merger.
Geiger Group, Inc., the corporation merged with and into HMI, was a direct
competitor of HMI.
PLAN OF DISTRIBUTION
The selling shareholders may from time to time offer the shares for sale
either directly or through underwriters, dealers or agents or on any exchange on
which the shares may be traded, or in independently negotiated transactions or
otherwise; provided that such transactions will not include an underwritten
public offering. The shares may be sold at market prices prevailing at the time
of sale or at negotiated prices. The selling shareholders and any underwriters,
dealers or agents that participate in distribution of the shares may be deemed
to be underwriters, and any profit on sale of the shares by them and any
discounts, commissions or concessions received by any underwriter, dealer or
agent may be deemed to be underwriting discounts and commissions under the
Securities Act of 1933. The methods by which the shares may be sold include (a)
a block trade (which may involve crosses) in which the broker or dealer so
engaged will attempt to sell the securities as agent but may position and resell
a portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
own account
2
pursuant to this prospectus; (c) exchange distributions and/or secondary
distributions in accordance with the rules of NASDAQ; (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; and (e)
privately negotiated transactions.
HMI has agreed to indemnify the selling shareholders against certain civil
liabilities, including certain liabilities under the Securities Act.
There can be no assurances that the selling shareholders will sell any or
all of the shares offered hereunder.
LEGAL MATTERS
The validity of the shares offered hereby has been passed upon by Varnum,
Riddering, Schmidt & Howlett LLC, Grand Rapids, Michigan.
EXPERTS
The consolidated financial statements of Herman Miller, Inc. incorporated
by reference in this prospectus and elsewhere in the Registration Statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.
3
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the registration of the shares are set
forth in the following table. All amounts except the registration fee are
estimated.
Registration Fee (Securities and Exchange Commission)....... $ 9,271
Accountant's Fees and Expenses.............................. 3,500
Legal Fees and Expenses..................................... 2,750
Printing Expenses........................................... -0-
Miscellaneous............................................... -0-
--------
Total ...................................................... $ 15,521
========
The Company will bear the expenses of registration of the shares; the
selling shareholders will not bear any of such expenses.
Item 15. 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
S-1
manner he or she reasonable 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 16. Exhibits.
Reference is made to the Exhibit Index which appears at page S-5 of this
Registration Statement.
Item 17. 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, as amended (the "Securities Act");
(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 a 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;
(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
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 (the
"Exchange Act") that are incorporated by reference in the 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been
S-2
advised that in the opinion of the Securities and Exchange 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 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 Securities Act and will be governed by the final
adjudication of such issue.
S-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 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 the 26th day of
August, 1999.
HERMAN MILLER, INC.
By: /s/ Michael A. Volkema
Michael A. Volkema
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael A. Volkema and Brian C. Walker, or either
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his 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 attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Michael A. Volkema President and Chief Executive August 26, 1999
By: Michael A. Volkema Officer and Director
___________________________ Chief Financial Officer August 26, 1999
By: Brian C. Walker
/s/ David L. Nelson Chairman of the Board August 26, 1999
By: David L. Nelson
/s/ William K. Brehm Director August 26, 1999
By: William K. Brehm
/s/ Ruth H. Ruch Director August 26, 1999
By: Richard H. Ruch
___________________________ Director August 26, 1999
By: Dorothy A. Terrell
___________________________ Director August 26, 1999
By: J. Harold Chandler
___________________________ Director August 26, 1999
By: E. David Crockett
___________________________ Director August 26, 1999
By: Lord Griffiths of
Fforestfach
S-4
/s/ C. William Pollard Director August 26, 1999
By: C. William Pollard
/s/ Ruth A. Reister Director August 26, 1999
By: Ruth A. Reister
S-5
EXHIBIT INDEX
5.1 Opinion of Varnum, Riddering, Schmidt & Howlett LLP
23.1 Consent of Arthur Anderson LLP.
23.2 Consent of Varnum, Riddering, Schmidt & Howlett LLP (contained in
Exhibit 5.1 hereto)
24.1 Powers of Attorney (included on the signature page to this Registration
Statement)
S-6
EXHIBIT 5.1
August 27, 1999
Herman Miller, Inc.
855 East Main Avenue
Zeeland, Michigan 49464-0302
Ladies and Gentlemen:
We have acted as counsel to Herman Miller, Inc., a Michigan corporation
(the "Company"), in connection with the preparation of the Company's
Registration Statement on Form S-3 as filed by the Company with the Securities
and Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Registration Statement"), which Registration Statement relates to the proposed
offer and sale by the persons named as the selling shareholders in the
Registration Statement (the "Selling Shareholders") of an aggregate of up to
1,325,733 shares of the Company's common stock, $0.20 par value. We are familiar
with the corporate action taken by the Board of Directors of HMI in authorizing
the registration of such shares, and we have examined such documents and
questions of law as we consider necessary or appropriate for the purpose of
furnishing this opinion.
It is our opinion that the 1,325,733 authorized and issued shares of the
common stock of HMI, to be sold by the Selling Shareholders (the "Shares"), as
described in the Registration Statement, when sold in accordance with the
procedures described in the Registration Statement, will be legally issued,
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.
Very truly yours,
VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP
/s/ Michael G. Wooldridge
Michael G. Wooldridge
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Herman Miller, Inc.:
As independent public accounts, we hereby consent to the incorporation by
reference in this Form S-3 Registration Statement of our reports dated June 25,
1999, included in Herman Miller, Inc.'s Form 10-K for the year ended May 29,
1999, and to all references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Grand Rapids, Michigan
August 27, 1999
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