REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FLEXSTEEL INDUSTRIES, INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
MINNESOTA 42-0442319
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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P.O. BOX 877
DUBUQUE, IOWA 52004
(ADDRESS OF PRINCIPAL OFFICES AND ZIP CODE)
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FLEXSTEEL INDUSTRIES, INC.
2002 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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R.J. KLOSTERMAN
CHIEF FINANCIAL OFFICER
FLEXSTEEL INDUSTRIES, INC.
3200 JACKSON STREET
DUBUQUE, IOWA 52001
319-556-7730
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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COPY TO:
IRVING C. MACDONALD, ESQ.
601 CARLSON PARKWAY, SUITE 1050
MINNETONKA, MINNESOTA 55305
952-449-5160
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
Flexsteel Common
Stock (par value $1.00
per share) 500,000(1) $14.89(2) $7,445,000(2) $602.30
(1) Represents the aggregate number of shares of common stock, par value $1.00
per share (the "Common Stock"), of Flexsteel Industries, Inc. (the
"Company") issuable upon exercise of stock options which may be granted
under the Plan.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) promulgated under the Securities Act based on the closing
sale price for the shares of Common Stock as reported on NASDAQ on June 2,
2003.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part I are not
required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated herein by reference.
(a) Annual Report on Form 10-K for the fiscal year ended June 30,
2002 filed pursuant to the Exchange Act of 1934.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act of 1934 since June 30, 2002 including Quarterly
Reports on Form 10-Q for the quarters ended September 30, 2002,
December 31, 2002 and March 31, 2003.
(c) The description of the Registrant's Common Stock set forth in
Registrant's Registration Statements filed pursuant to Section 12
of the Exchange Act of 1934 (the "Exchange Act") and any
amendments or reports filed for the purpose of updating such
description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act of 1934 after the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Minnesota Statutes, Section 302A.521, generally requires a corporation
to indemnify its directors, officers, and employees against judgments,
penalties, fines, and expenses, including attorneys' fees, incurred in
connection with their official capacities, provided that such person (a) has not
been indemnified by another with respect to the same matter, (b) acted in good
faith, (c) received no improper personal benefit, (d) had no reasonable cause to
believe that his conduct was unlawful, and (e) reasonably believed that his
conduct was in the best interests of the corporation.
The restated articles of the Registrant provide that the Registrant
SHALL indemnify its former and present Directors, Officers and Members of
Committees of the Board of Directors of Registrant, and one who at the request
of Registrant is serving as a Director or Officer of another corporation,
partnership, joint venture, trust or other enterprise including employee benefit
plans; and MAY indemnify one who at the request of Flexsteel is serving as an
Employee, Partner, Trustee, Fiduciary, Agent, Attorney or in any other capacity
of another corporation, partnership, joint venture, trust or other enterprise
including employee benefit plans, and one who is serving Registrant as an Other
Person such as Employee, Partner, Trustee, Agent, Attorney, Fiduciary, or in any
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other capacity (all the above hereinafter called Indemnities) for actions
undertaken or omitted in such Capacity to the fullest extent permitted by the
Minnesota Business Corporation Act, other applicable statutory and case law (the
Law), as all the foregoing now exists or hereafter, from time to time, maybe
changed, amended or supplemented. The indemnification shall inure to the benefit
of the person, the person's heirs, legal representatives and administrators.
If the Indemnitee institutes a Proceeding against the Registrant, the
Indemnitee shall not be entitled to indemnification unless the Registrant has
first consented in writing to the proceedings prior to its commencement by the
Indemnitee.
In furtherance thereof said Registrant is authorized, but shall not be
required, to enter into Contracts and Agreements with any Indemnitee providing
for indemnification and for the advancement and reimbursement of attorneys' fees
and disbursements, judgments, penalties, fines, excise taxes, other
disbursements, amounts paid in settlement and other expenses of every kind and
nature (Expenses) - all to the fullest extent permitted by the Law. The
Registrant's failure to do so shall in no manner affect or limit the rights
provided for in this section or otherwise.
The maximum aggregate amount of indemnity payable by the Registrant to
ALL Indemnities arising out of the same occurrence regardless of how many claims
or people are involved is five million dollars in 1987 constant dollars over and
above all insurance paid.
Any repeal, change, or amendment affecting this indemnification or the
Minnesota Business Corporation Act or other applicable statutory and case law,
shall not apply to eliminate, reduce or adversely affect any rights or
protection of an Indemnitee existing prior to such repeal, change or amendment
but to the extent that a Law change permits the Registrant to provide greater or
broader rights or protection, the Law shall apply retroactively to the effective
date of this provision which was adopted in 1987.
The Registrant purchases and maintains Directors and Officers
liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Page No.
4. - 2002 Stock Option Plan 10
5. - Opinion of Irving C. MacDonald, Esq. 17
23.1 - Consent of Deloitte & Touche LLP 18
23.2 - Consent of Irving C. MacDonald, Esq.
(included in Exhibit 5) 17
24. - Power of Attorney 19
II-2
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ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) (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 posteffective amendment thereof) which, individually or on
the aggregate, represent a fundamental change in the information
set forth on 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 (a) (i) and (a) (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 offer
thereof.
(3) To remove from registration by means of post-effective amendment
of any of the securities being registered which remain unsold at
the termination of the offering.
(b) 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, where applicable,
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.
(h) 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
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a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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THE REGISTRANT. 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 Dubuque, State of Iowa on March 11, 2003.
Flexsteel Industries, Inc.
/s/ K.B. Lauritsen
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By: K.B. Lauritsen
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Date: March 11, 2003 /s/ L. Bruce Boylen
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L. Bruce Boylen
CHAIRMAN, BOARD OF DIRECTORS AND DIRECTOR
Date: March 11, 2003 /s/ K. Bruce Lauritsen
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K. Bruce Lauritsen
DIRECTOR, PRINCIPAL EXECUTIVE OFFICER
AND PRESIDENT
Date: March 11, 2003 /s/ Edward Monaghan
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Edward Monaghan
DIRECTOR
Date: March 11, 2003 /s/ James R. Richardson
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James R. Richardson
DIRECTOR
Date: March 11, 2003 /s/ R.J. Klosterman
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R.J. Klosterman
CHIEF FINANCIAL OFFICER AND
PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER
Date: March 11, 2003 /s/ Jeffrey T. Bertsch
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Jeffrey T. Bertsch
DIRECTOR
Date: March 11, 2003 /s/ Patrick M. Crahan
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Patrick M. Crahan
DIRECTOR
Date: March 11, 2003 /s/ Thomas E. Holloran
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Thomas E. Holloran
DIRECTOR
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Date: March 11, 2003 /s/ Marvin M. Stern
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Marvin M. Stern
DIRECTOR
Date: March 11, 2003 /s/ Lynn J. Davis
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Lynn J. Davis
DIRECTOR
Date: March 11, 2003 /s/ Eric S. Rangen
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Eric S. Rangen
DIRECTOR
Date: March 11, 2003 /s/ Robert E. Deignan
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Robert E. Deignan
DIRECTOR
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EXHIBIT INDEX
EXHIBIT NO.
Page No.
4. - 2002 Stock Option Plan 10
5. - Opinion of Irving C. MacDonald, Esq. 17
23.1 - Consent of Deloitte & Touche LLP 18
23.2 - Consent of Irving C. MacDonald, Esq.
(included in Exhibit 5) 17
24. - Power of Attorney 19
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