Title
of Each Class of Securities To Be Registered
|
Amount
To Be Registered (1)
|
Proposed
Maximum Offering Price Per Share (2)
|
Proposed
Maximum Aggregate Offering Price (2)
|
Amount
of Registration Fee
|
Common
Stock, par value $1.00 per share (3)
|
5,000,000
|
$42.75
|
$213,750,000
|
$6,562.13
|
1.
|
The
Corporation's
Annual Report on Form 10-K for the fiscal year ended December 30,
2006,
filed with the SEC on February 26,
2007.
|
2.
|
The
Corporation's
Current Report on Form 8-K dated March 9, 2007 and filed with the
SEC on
March 9, 2007.
|
3.
|
The
Corporation's
Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2007,
filed with the SEC on May 3, 2007.
|
4.
|
The
Corporation's
Current Report on Form 8-K dated May 8, 2007 and filed with the SEC
on May
8, 2007.
|
5.
|
The
description of the Corporation's
Common Stock contained in the Corporation's
Registration Statement on Form 8-A filed with the SEC under the Securities
Exchange Act of 1934 (File No. 001-14225) on June 12,
1998.
|
Exhibit
No.
|
Description
|
4.1
|
Articles
of Incorporation of HNI Corporation, as amended, incorporated by
reference
to Exhibit 3(i) to the Corporation's
Current
Report on From 8-K filed with the SEC on May 8, 2007.
|
4.2
|
By-laws
of HNI Corporation, as amended, incorporated by reference to Exhibit
3(ii)
to the Corporation's
Current
Report on Form 8-K filed with the SEC on March 9, 2007.
|
4.3
|
Rights
Agreement dated as of August 13, 1998, by and between HNI Corporation
and
Harris Trust and Savings Bank, as Rights Agent, incorporated by reference
to Exhibit 4.1 to the Corporation's
Registration Statement on Form 8-A filed with the SEC on August 14,
1998,
as amended by Form 8-A/A filed with the SEC on September 14, 1998,
incorporated by reference to Exhibit 4.1 to the Corporation's
Current Report on Form 8-K filed with the SEC on August 10,
1998.
|
4.4
|
HNI
Corporation 2007 Stock-Based Compensation Plan, incorporated by reference
to Exhibit B to the Corporation's
Proxy
Statement on Schedule 14A for the Annual Meeting of Shareholders
held May
8, 2007, filed with the SEC on March 23, 2007.
|
5.1
|
Opinion
of counsel regarding legality of shares.
|
23.1
|
Consent
of counsel (included in Exhibit 5.1 hereto).
|
23.2
|
Consent
of PricewaterhouseCoopers LLP.
|
24.1
|
Power
of attorney.
|
HNI Corporation | ||
|
|
|
By: | /s/ Jeffrey D. Lorenger | |
Jeffrey
D. Lorenger
|
||
Vice President, General Counsel and Secretary |
Signature
|
Title
|
Date
|
/s/
Stan A.
Askren
Stan
A. Askren
|
Chairman,
President and Chief Executive Officer (principal executive
officer)
|
May
8, 2007
|
/s/
Jerald K.
Dittmer
Jerald
K. Dittmer
|
Vice
President and Chief Financial Officer (principal financial officer
and
principal accounting officer)
|
May
8, 2007
|
*
Mary
H. Bell
|
Director
|
May
8, 2007
|
*
Miguel
M. Calado
|
Director
|
May
8, 2007
|
*
Gary
M. Christensen
|
Lead
Director
|
May
8, 2007
|
*
Cheryl
A. Francis
|
Director
|
May
8, 2007
|
*
John
A. Halbrook
|
Director
|
May
8, 2007
|
*
James
R. Jenkins
|
Director
|
May
8, 2007
|
*
Dennis
J. Martin
|
Director
|
May
8, 2007
|
*
Larry
B. Porcellato
|
Director
|
May
8, 2007
|
*
Joseph
Scalzo
|
Director
|
May
8, 2007
|
*
Abbie
J. Smith
|
Director
|
May
8, 2007
|
*
Brian
E. Stern
|
Director
|
May
8, 2007
|
*
Ronald
V. Waters, III
|
Director
|
May
8, 2007
|
HNI Corporation | ||
|
|
|
Date: May 8, 2007 | By: | /s/ Jeffrey D. Lorenger |
Jeffrey D. Lorenger |
||
Vice President, General Counsel and Secretary |
Exhibit
No.
|
Description
|
4.1
|
Articles
of Incorporation of HNI Corporation, as amended, incorporated by
reference
to Exhibit 3(i) to the Corporation's
Current
Report on From 8-K filed with the SEC on May 8, 2007.
|
4.2
|
By-laws
of HNI Corporation, as amended, incorporated by reference to Exhibit
3(ii)
to the Corporation's
Current
Report on Form 8-K filed with the SEC on March 9, 2007.
|
4.3
|
Rights
Agreement dated as of August 13, 1998, by and between HNI Corporation
and
Harris Trust and Savings Bank, as Rights Agent, incorporated by reference
to Exhibit 4.1 to the Corporation's
Registration Statement on Form 8-A filed with the SEC on August 14,
1998,
as amended by Form 8-A/A filed with the SEC on September 14, 1998,
incorporated by reference to Exhibit 4.1 to the Corporation's
Current Report on Form 8-K filed with the SEC on August 10,
1998.
|
4.4
|
HNI
Corporation 2007 Stock-Based Compensation Plan, incorporated by reference
to Exhibit B to the Corporation's
Proxy
Statement on Schedule 14A for the Annual Meeting of Shareholders
held May
8, 2007, filed with the SEC on March 23, 2007.
|
5.1
|
Opinion
of counsel regarding legality of shares.
|
23.1
|
Consent
of counsel (included in Exhibit 5.1 hereto).
|
23.2
|
Consent
of PricewaterhouseCoopers LLP.
|
24.1
|
Power
of attorney.
|