As filed
with the Securities and Exchange Commission on August 19, 2010
Registration
No.
333-
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
LA-Z-BOY
INCORPORATED
(Exact
name of Registrant as specified in its charter)
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Michigan
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38-0751137
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
Number)
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1284
North Telegraph Road
Monroe,
Michigan 48162-3390
(Address
of principal executive offices including zip code)
La-Z-Boy
Incorporated 2010 Omnibus Incentive Plan
(Full
title of the plan)
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Copy
to:
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James
P. Klarr
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Kent
E. Shafer
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Secretary
and Corporate Counsel
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MILLER,
CANFIELD, PADDOCK
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LA-Z-BOY
INCORPORATED
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AND
STONE, P.L.C.
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1284
North Telegraph Road
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150
West Jefferson Avenue
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Monroe,
Michigan 48162-33906
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Detroit,
Michigan 48226
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(734)
241-3351
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(313)
496-7570
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(Name,
address, and telephone number,
including
area code, of agent for service)
Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large
accelerated filer o
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Accelerated
filer x
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Non-accelerated
filer o
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Smaller
reporting company o
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(Do
not check if a smaller reporting company)
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CALCULATION
OF REGISTRATION FEE
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||||||||||||||||
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Title
of
Securities
to Be
Registered
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Amount
to
Be
Registered
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Maximum
Offering
Price
Per
Share (1)
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Maximum
Aggregate
Offering
Price (1)
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Amount
of
Registration
Fee
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Common
Stock,
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||||||||||||||||
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$1.00
par value
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4,600,000
shares
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(2) | $ | 7.14 | $ | 32,844,000 | $ | 2,341.78 | ||||||||
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(1)
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Estimated
solely for the purposes of calculating the registration fee pursuant to
Rule 457(c) and (h) under the Securities Act of 1933, as amended, based on
the average of the high and low sales price of La-Z-Boy Incorporated
Common Stock, as reported on the New York Stock Exchange on August 16,
2010.
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(2)
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In
the event of a stock split, stock dividend, or similar transaction
involving the registrant’s common stock, the number of shares registered
hereby shall automatically be increased to cover the additional shares in
accordance with Rule 416(a) under the Securities Act of 1933, as
amended.
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PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
La-Z-Boy
Incorporated (the “Company”) hereby incorporates by reference into this
registration statement the following documents previously filed with the
Securities and Exchange Commission:
(a)
the Company’s Annual Report on Form 10-K for the fiscal year ended April 24,
2010 (File No. 1-9656);
(b)
the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July
24, 2010 (File No. 1-9656); and
(c)
the description of the Company’s Common Stock, par value $1.00 per share,
contained in its Registration Statement on Form 8-A dated August 5, 1987
(Registration No. 1-9656).
In
addition, all documents filed by the Company pursuant to Section 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934 after the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold, or which reregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part of it from the
respective dates of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference 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.
Item
4. Description of Securities
Not
applicable.
Item
5. Interest of Named Experts and Counsel
Not
applicable.
Item
6. Indemnification of Directors and Officers
The
registrant’s articles of incorporation provide that, with specified exceptions,
a director of the registrant will not be personally liable for monetary damages
for breach of fiduciary duty as a director.
Sections
561–571 of the Michigan Business Corporation Act (the “MBCA”) grant the
registrant broad powers to indemnify any person in connection with legal
proceedings brought against him or her by reason of his present or past status
as an officer or director of the registrant, provided that the person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
company’s best interests and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The MBCA also gives
the registrant broad powers to indemnify any such person against expenses and
reasonable settlement payments in connection with any action by or in the right
of the registrant, provided the person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the registrant’s best interests,
except that no indemnification may be made if the person is adjudged to be
liable to the registrant unless and only to the extent the court in which such
action was brought determines upon application that, despite such adjudication,
but in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for reasonable expenses as the court deems
proper. In addition, to the extent that any such person is successful in the
defense of any such legal proceeding, the registrant is required by the MBCA to
indemnify him or her against expenses, including attorneys’ fees that are
actually and reasonably incurred by him or her in connection with the
proceedings.
The
registrant’s articles of incorporation and bylaws provide that the registrant
must indemnify to the full extent permitted by law any of its officers and
directors, and may indemnify any of its employees and agents, who is made, or
threatened to be made, a party to any action, suit, or proceeding (whether
civil, criminal, administrative, or investigative) by reason of the fact that
the person is or was a director, officer, employee, or agent of the registrant
or serves or served at the registrant’s request as a director, officer, partner,
trustee, employee, or agent of another enterprise.
The
registrant has entered into indemnification agreement with each of its directors
in order to provide them with contractual assurances regarding the
indemnification provisions set forth in its articles of incorporation and to
provide additional procedural protections.
Under an
insurance policy maintained by the registrant, the registrant’s directors and
officers are insured, within the limits and subject to the limitations of the
policy, against certain expenses in connection with the defense of certain
claims, actions, suits, or proceedings and certain liabilities that might be
imposed as a result of such claims, actions, suits, or proceedings that may be
brought against them by reason of being or having been such directors and
officers.
Item
7. Exemption from Registration Claimed
Not
applicable.
Item
8. Exhibits
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Exhibit Number
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Description
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(4.1)
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La-Z-Boy
Incorporated Restated Articles of Incorporation (incorporated by reference
to an exhibit to Form 10-Q for the quarter ended October 26,
1996)
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(4.2)
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Amendment
to Restated Articles of Incorporation (incorporated by reference to an
exhibit to Form 10-K/A filed September 27, 1999)
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(4.3)
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La-Z-Boy
Incorporated Amendment to Restated Articles of Incorporation effective
August 22, 2008 (incorporated by reference to an exhibit to Form 10-Q for
the quarter ended October 25, 2008)
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(4.4)
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La-Z-Boy
Incorporated Amended and Restated Bylaws (as of January 18, 2010)
(incorporated by reference to an exhibit to Form 8-K filed January 20,
2010)
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(4.5)
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La-Z-Boy
Incorporated 2010 Omnibus Incentive Plan (incorporated by reference to
Annex A to definitive proxy statement for annual meeting of shareholders
held August 18, 2010)
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(5)
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Opinion
of Miller, Canfield, Paddock and Stone, P.L.C.
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(23.1)
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Consent
of Miller, Canfield, Paddock and Stone, P.L.C. (included in Exhibit
5)
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(23.2)
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Consent
of PricewaterhouseCoopers LLP
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(99)
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Not
applicable
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Item
9. Undertakings
(a) 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;
(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 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 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to
such information in this registration statement;
provided, however, that
paragraphs (a)(1)(i) and (a)(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 with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of 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.
(b) 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.
(c) 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
advised that in the opinion of the 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 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.
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
Monroe, State of Michigan, on August 19, 2010.
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LA-Z-BOY
INCORPORATED
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By:
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/s/ Kurt L. Darrow
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Kurt
L. Darrow
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President
and Chief Executive
Officer
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POWER
OF ATTORNEY
Each
person whose signature appears below hereby authorizes and appoints Kurt L.
Darrow and Louis M. Riccio, Jr., as attorneys-in-fact and agents, each acting
alone, with full powers of substitution to sign on his behalf, individually and
in the capacities stated below, and to file any and all amendments, including
post-effective amendments, to this registration statement and other documents in
connection therewith, with the Securities and Exchange Commission, granting to
said attorneys-in-fact and agents full power and authority to perform any other
act on behalf of the undersigned required to be done.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities indicated as of
August 19, 2010.
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/s/ J.W. Johnston
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/s/ E.J. Holman
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J.W.
Johnston
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E.J.
Holman
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Chairman
of the Board of Directors
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Director
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/s/ K.L. Darrow
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/s/ J.H. Foss
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K.L.
Darrow
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J.H.
Foss
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President
and Chief Executive Officer,
Director
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Director
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/s/ R.M. Gabrys
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/s/ D.K. Hehl
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R.M.
Gabrys
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D.K.
Hehl
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Director
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Director
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/s/ H.G. Levy
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/s/ N.R. Qubein
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H.G.
Levy
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N.R.
Qubein
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Director
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Director
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/s/ W.A. McCollough
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/s/ J.L. Gurwitch
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W.A.
McCollough
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Director
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Director
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J.L.
Gurwitch
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/s/ J.E. Kerr
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/s/ L.M. Riccio, Jr.
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J.E.
Kerr
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L.M.
Riccio, Jr.
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Director
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Senior
Vice President, Chief Financial Officer
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/s/ M.L. Mueller
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M.L.
Mueller
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Vice
President, Corporate Controller and Chief
Accounting
Officer
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Exhibit
5
Miller,
Canfield, Paddock and Stone, P.L.C.
August
19, 2010
La-Z-Boy
Incorporated
1284
North Telegraph Road
Monroe,
Michigan 48162-3390
Attn.:
Board of Directors
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Re:
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Registration
Statement on Form S-8
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Ladies
and Gentlemen:
In
connection with the registration of 4,600,000 shares of the Company’s Common
Stock, par value $1.00 per share (the “Shares”), to be issued pursuant to the
La-Z-Boy Incorporated 2010 Omnibus Incentive Plan (the “Plan”), under the
Securities Act of 1933, as amended (the “Act”), by La-Z-Boy Incorporated, a
Michigan corporation (the “Company”), on Form S-8 (the “Registration Statement”)
to be filed with the Securities and Exchange Commission (the “Commission”), you
have requested our opinion with respect to the matters set forth
below.
In our
capacity as your counsel in connection with the registration, we are familiar
with the proceedings taken, and proposed to be taken, by the Company in
connection with the authorization, issuance and sale of the Shares and, for the
purposes of this opinion, have assumed those proceedings will be timely
completed in the manner presently proposed.
As your
counsel, we have examined such matters of fact and questions of law as we
considered appropriate for purposes of rendering the opinions expressed below.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies. With
your consent we have relied on certificates of an officer of the Company and
others with respect to certain factual matters. We have not independently
verified those factual matters.
The law
covered by the opinions expressed in this letter is limited to the law of the
State of Michigan. We express no opinion as to the statutes and ordinances, the
administrative decisions, and the rules and regulations of counties, cities,
municipalities, and political subdivisions, and judicial decisions to the extent
that they deal with any of the foregoing
Subject
to the limitations stated above, it is our opinion that, upon the issuance and
sale of the Shares in the manner contemplated by the Registration Statement and
in accordance with the terms of the Plan, and subject to the Company’s
completing all action and proceedings required on its part to be taken prior to
the issuance of the Shares pursuant to the terms of the Plan and the
Registration Statement, including, without limitation, collection of any
required payment for the Shares, the Shares will be validly issued, fully paid,
and nonassessable securities of the Company.
We
consent to your filing 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 Act or the rules and
regulations of the Commission.
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Very
truly yours,
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/s/ Miller, Canfield, Paddock and Stone,
P.L.C.
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Miller,
Canfield, Paddock and Stone,
P.L.C.
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Exhibit
23.2
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby
consent to the incorporation by reference in this Registration Statement on Form
S-8 of our reports dated June 14, 2010, relating to the financial statements,
financial statement schedule and the effectiveness of internal control over
financial reporting, which appear in La-Z-Boy Incorporated’s Annual Report on
Form 10-K for the year ended April 24, 2010.
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/s/ PricewaterhouseCoopers
LLP
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PricewaterhouseCoopers
LLP
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Detroit,
Michigan
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August
19, 2010
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