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As
filed with the Securities and Exchange Commission on May 8,
2009
Registration
No. 333-___
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
S-3
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REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
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HNI
Corporation
(Exact
Name of Registrant as Specified in Its Charter)
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Iowa
(State
or Other Jurisdiction of
Incorporation
or Organization)
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42-0617510
(I.R.S.
Employer
Identification
Number)
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408
East Second Street
P.O.
Box 1109
Muscatine,
IA 52761-0071
563/272-7400
(Address,
including Zip Code, and Telephone Number, including Area Code of
Registrant's Principal Executive Offices)
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Steven
M. Bradford
Vice
President, General Counsel and Secretary
HNI
Corporation
408
East Second Street
P.O.
Box 1109
Muscatine,
IA 52761
563/272-7400
(Name,
Address, including Zip Code and Telephone Number, including Area Code, of
Agent For Service)
Copy
to:
Joseph
P. Richardson, Esq.
Matthew
M. Holman, Esq.
Squire,
Sanders & Dempsey L.L.P.
Two
Renaissance Square
40
North Central Avenue
Phoenix,
AZ 85004-4498
602/528-4000
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Approximate date of commencement of
proposed sale to public: From time to time after the effective
date of this Registration Statement.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box. þ
If any of
the securities being 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 reinvestment plans,
please check the following box. o
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 number of the earlier effective registration
statement for the same offering. o __________________________
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
number of the earlier effective registration statement for the same
offering. o ______________
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. o
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. o
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.
Large
Accelerated Filer þ Accelerated
Filer o Non-accelerated
Filer o Smaller
Reporting Company o
(Do
not check if a smaller reporting company)
CALCULATION
OF REGISTRATION FEE
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Title
of each class of securities to be registered
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Amount
to be registered (1)
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Proposed
maximum offering price per unit (2)
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Proposed
maximum aggregate offering price (2)
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Amount
of registration fee (2)
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Common
Stock, par value $1.00 per share
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$1,000,000
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$14.94
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$14,940,000
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$833.65
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(1)
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This
number represents the maximum number of shares of common stock that can be
offered under the Dividend Reinvestment and Share Purchase
Plan. Pursuant to Rule 416 under the Securities Act of 1933,
the shares being registered hereunder include such indeterminate number of
shares of common stock as may be issuable with respect to the shares being
registered hereunder as a result of stock splits, stock dividends or
similar transactions.
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(2)
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Estimated
solely for purposes of calculating the registration fee pursuant to Rule
457(c) under the Securities Act of 1933, based on the average of the high
and low transaction prices of a share of the registrant's common stock as
reported on the New York Stock Exchange on May 6,
2009.
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PROSPECTUS
HNI
Corporation
Dividend
Reinvestment and Share Purchase Plan
The HNI
Corporation Dividend Reinvestment and Share Purchase Plan (the "Plan") provides
participants with a convenient and economical method of purchasing shares of our
common stock, par value $1.00 per share ("Common Stock"), and reinvesting cash
dividends paid on Common Stock in additional shares of Common
Stock. Participation in the Plan is open to any registered holder of Common
Stock. Beneficial owners of Common Stock whose only shares are
registered in names other than their own (e.g., held in street name in a
brokerage account) are not eligible until they become shareholders of record by
withdrawing the shares from their brokerage account and registering the shares
in their own name.
Participants
in the Plan may elect to reinvest all or a percentage of the cash dividends
paid on their shares of Common Stock in additional shares of Common Stock.
Participants may also purchase additional shares of Common Stock by making
optional cash investments in accordance with the provisions of the Plan.
Holders of Common Stock who choose not to participate in the Plan will
continue to receive cash dividends on shares of Common Stock registered in their
name, as declared, by check or direct deposit.
Shares of
Common Stock purchased by participants in the Plan may be treasury or new issue
Common Stock or, at our option, Common Stock purchased in the open market or in
negotiated transactions. Treasury or new issue Common Stock is purchased
from us at the market price on the applicable investment date. The
price of Common Stock purchased in the open market or in negotiated transactions
is the weighted average price at which the shares are actually
purchased. This prospectus relates to 1,000,000 shares of Common
Stock. Our Common Stock is listed on the New York Stock Exchange
("NYSE") under the ticker symbol "HNI."
A complete
description of the Plan begins on page 4 of this prospectus.
You should
consider the risks that we have described in this prospectus before you
invest. See "RISK FACTORS" on page 2 of this prospectus.
Neither the
Securities and Exchange Commission nor any state securities commission
has approved or
disapproved of these securities or passed upon the adequacy or accuracy of
this prospectus. Any
representation to the contrary is a criminal offense.
The date
of this prospectus is May 8, 2009.
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This
prospectus is part of a registration statement that we filed with the Securities
and Exchange Commission, or the SEC, relating to the shares of our Common Stock
offered. We have not authorized anyone to provide you with
information different from that contained or incorporated by reference in this
prospectus. We are offering to sell, and seeking offers to buy,
securities only in jurisdictions in which offers and sales are
permitted. The information contained in this prospectus is accurate
only as of the date of its cover, regardless of the time of delivery of this
prospectus or of any sale of our securities. Our business, financial
condition, results of operations and prospects may have changed since those
dates. You should rely only on the information contained or
incorporated by reference in this prospectus. To the extent there is
a conflict between the information contained in this prospectus and a statement
in another document having a later date – for example, a document incorporated
by reference into this prospectus – the statement in the document having the
later date modifies or supersedes the earlier statement.
In this
prospectus, the terms "we," "our," "us," "HNI" and the "Corporation" refer to
HNI Corporation, unless otherwise specified.
Our
Company
We are an
Iowa corporation, incorporated in 1944, and are the second largest office
furniture manufacturer in the world and the nation's leading manufacturer and
marketer of gas and wood-burning fireplaces. We provide a broad
office furniture product offering to dealers (both independent and
Corporation-owned), wholesalers, retail superstores, end-user customers and
federal, state and local governments. Dealer, wholesaler and retail
superstores are the major office furniture product distribution channels based
on sales. Our hearth products include a full array of gas, electric
and wood-burning fireplaces, inserts, stoves, facings and
accessories. We sell these products through a national system of
dealers and distributors, as well as Corporation-owned distribution and retail
outlets. We are organized into a corporate headquarters and operating
units with offices, manufacturing plants, distribution centers and sales
showrooms in the United States, Canada, China, Hong Kong and
Taiwan. We have eight operating units, marketing under various brand
names, including HON®, Allsteel®, Gunlocke®, Paoli®, Maxon®, HBF® and
Lamex®, that
participate in the office furniture industry. These operating units
include: The HON Company, Allsteel Inc., Maxon Furniture Inc., The
Gunlocke Company L.L.C., Paoli Inc., Hickory Business Furniture, LLC, HNI Hong
Kong Limited (Lamex) and Omni Workspace Company. Each of these
operating units provides products, or in the case of Omni Workspace Company
services, which are sold through various channels of distribution and segments
of the office furniture industry. Our operating unit Hearth &
Home Technologies Inc. participates in the hearth products industry
manufacturing and distributing such brands as Heatilator®, Heat &
Glo™,
Quadra-Fire®
and Harman Stove™. The
retail and distribution brand for this operating unit is Fireside Hearth &
Home. In fiscal 2008, we had net sales of $2.5 billion, of which
approximately $2.1 billion or 83% was attributable to office furniture products
and $0.4 billion or 17% was attributable to hearth products.
Our
Growth Strategy
Our strategy
is to build on our position as a leading manufacturer of office furniture and
hearth products in North America and pursue select global markets where
opportunities exist to create value. The key components of this
strategy are to:
· introduce
new products;
· build
brand equity;
· provide
outstanding customer satisfaction by focusing on the
end-user;
· strengthen
the distribution network;
· respond
to global competition;
· pursue
complementary strategic acquisitions;
· enter
markets not currently served; and
· continually
reduce
costs.
Our strategy
has a dual focus: working continuously to extract new growth from our
core markets while identifying and developing new, adjacent potential areas of
growth. We focus on extracting new growth from each of our existing
businesses by deepening our understanding of end-users, using new insights
gained to refine branding, selling and marketing and developing new products to
serve them better. We also pursue opportunities in potential growth
drivers outside of, but related to, our core business, such as vertical markets,
new distribution models or a new business entirely.
Our
Offices
We maintain
our principal executive offices at 408 East Second Street, P.O. Box 1109,
Muscatine, Iowa 52761. Our telephone number is (563) 272-7400.
Our website is located at www.hnicorp.com. Other than as described
in "WHERE YOU CAN FIND MORE INFORMATION" below, the information on, or that can
be accessed through, our web site is not incorporated by reference in this
prospectus, and you should not consider it to be a part of this prospectus.
Our web site address is included as an inactive textual reference
only.
Investing in
our securities involves a high degree of risk. Please see the risk factors
described under the caption "ITEM 1A. RISK FACTORS" in our Annual
Report on Form 10-K for the fiscal year ended January 3, 2009, on file with
the SEC, which are incorporated by reference in this prospectus. Before
making an investment decision, you should carefully consider these risks as well
as information we include or incorporate by reference in this
prospectus.
We file
annual, quarterly and current reports, proxy statements and other information
with the SEC under the Securities Exchange Act of 1934 (the "Exchange Act").
Through our website at www.hnicorp.com, you may access, free of charge,
our filings, as soon as reasonably practical after we electronically file them
with or furnish them to the SEC. Other information contained in our
website is not incorporated by reference in, and should not be considered a part
of, this prospectus. You also may read and copy any document we file at
the SEC's Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Room. Our
SEC filings are also available to the public from the SEC's website at www.sec.gov.
This
prospectus is part of a registration statement on Form S-3 that we filed
with the SEC to register the securities offered hereby under the Securities Act
of 1933 (the "Securities Act"). This prospectus does not contain all of
the information included in the registration statement, including certain
exhibits and schedules. You may obtain the registration statement and
exhibits to the registration statement from the SEC at the address listed above
or from the SEC's website – www.sec.gov.
This
prospectus includes and incorporates forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. All statements, other than statements of historical
facts, included or incorporated in this prospectus regarding our strategy,
prospects, plans, objectives, future operations, future revenue and earnings,
projected margins and expenses, technological innovations, future products or
product development, product development strategies, potential acquisitions or
strategic alliances, the success of particular product or marketing programs,
the amount of revenue generated as a result of sales to significant customers,
financial position, and liquidity and anticipated cash needs and availability
are forward-looking statements. The words "anticipates," "believes,"
"could," "confident," "estimates," "expects," "forecasts,"
"hopes," "intends," "likely," "may," "plans," "possible,"
"potential," "predicts," "projects," "should," "will," "would" and
variations of such words and similar expressions are intended to identify
forward-looking statements.
Actual
results or events could differ materially from the forward-looking statements we
make. Among the factors that could cause actual results to differ
materially are the factors discussed under "ITEM
1A. RISK
FACTORS"
in our Annual Report on Form 10-K for the fiscal year ended January 3,
2009. Should one or more known or unknown risks or uncertainties
materialize, or should underlying assumptions prove inaccurate, actual results
could differ materially from past results and those anticipated, estimated,
projected or implied by these forward-looking statements. You should
consider these factors and the other cautionary statements made in this
prospectus or the documents we incorporate by reference in this prospectus as
being applicable to all related forward-looking statements wherever they appear
in this prospectus or the documents incorporated by reference. While we
may elect to update forward-looking statements wherever they appear in this
prospectus or the documents incorporated by reference, we do not assume, and
specifically disclaim, any obligation to do so, whether as a result of new
information, future events or otherwise. Our forward-looking
statements do not reflect the potential impact of any future acquisitions,
mergers, dispositions, joint ventures or investments we may make.
The SEC
allows us to incorporate by reference the information we file with the SEC,
which means that we can disclose important information to you by referring you
to those documents. The information that we incorporate by reference is
considered to be part of this prospectus. Information that we file with
the SEC in the future and incorporate by reference in this prospectus
automatically updates and supersedes previously filed information as
applicable.
We
incorporate by reference into this prospectus the following documents filed by
us with the SEC, other than any portion of any such documents that are not
deemed "filed" under the Exchange Act in accordance with the Exchange Act and
applicable SEC rules:
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Annual Report on Form 10-K for the fiscal year ended January 3, 2009. | |
| · | Current Report on Form 8-K filed with the SEC on February 17, 2009. | |
| · | Current Report on Form 8-K filed with the SEC on February 25, 2009. | |
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Current
Report on Form 8-K filed with the SEC on April 3, 2009.
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Information
contained in Item 2.05 of Current Report on Form 8-K filed with the SEC on
April 22, 2009.
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Quarterly
Report on Form 10-Q for the fiscal quarter ended April 4,
2009.
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·
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The
information specifically incorporated by reference into our Annual Report
on Form 10-K for the fiscal year ended January 3, 2009 from our
definitive proxy statement on Schedule 14A filed with the SEC on
March 30, 2009.
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The
description of our common stock contained in the Registration Statement on
Form 8-A filed with the SEC on July 12, 1998, including any
amendments or reports filed for the purpose of updating such
description.
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We also
incorporate by reference into this prospectus all documents (other than any
portions of any such documents that are not deemed "filed" under the Exchange
Act in accordance with the Exchange Act and applicable SEC rules) filed by us
under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of the initial filing of the registration statement of which this prospectus is
a part and before the filing of a post-effective amendment to such registration
statement which indicates all securities offered hereunder have been sold or
that deregisters all securities then remaining unsold.
You may
request a copy of these filings, which we shall deliver to you, together with
all exhibits thereto, at no cost, by writing or telephoning us as
follows:
HNI
Corporation
Attention:
Corporate Secretary
408 East
Second Street
P.O. Box
1109
Muscatine,
Iowa 52761
(563)
272-7400
Any statement
contained in a document that is incorporated by reference will be modified or
superseded for all purposes to the extent that a statement contained in this
prospectus or in any other document that is subsequently filed with the SEC and
incorporated by reference, modifies or is contrary to that previous
statement. Any statement so modified or superseded will not be deemed
a part of this prospectus except as so modified or superseded. Since
information that we later file with the SEC will update and supersede previously
incorporated information, you should look at all of the SEC filings that we
incorporate by reference to determine if any of the statements in this
prospectus or in any documents previously incorporated by reference have been
modified or superseded.
You may
contact the Plan Administrator as follows:
Plan
requests should be mailed to:
Wells
Fargo Shareowner Services
P.O. Box
64856
St. Paul,
MN 55164-0856
Certified/Overnight
mail:
Wells
Fargo Shareowner Services
161 North
Concord Exchange
South St.
Paul, MN 55075-1139
General
information:
Fax:
1-651-450-4085
Tel:
1-800-468-9716
Tel:
1-651-450-4064 (outside the United States)
Internet:
General
Information – www.wellsfargo.com/shareownerservices
Shareholder
Account Access – www.shareowneronline.com
Customer
service representatives are available by calling toll free 1-800-468-9716 between
7:00 a.m. to 7:00 p.m., Central Standard Time, Monday through
Friday. An automated telephone system is available to you 24 hours a
day, 7 days a week. You can obtain your account balance and account
history, sell your shares, request a stock certificate, obtain transfer
instructions and change your address and other information through customer
service.
To enroll in
the Plan, you must be a shareholder of record.
If you are a
shareholder of record, you can choose to have all or a portion of your dividends
reinvested. You will have Internet access to your account, and you will
receive quarterly
account statements. Please refer to Addendum A to this
prospectus for more information regarding fees. An account
authorization form is used to enroll in the Plan and for shareholders to change
automatic cash withdrawal and investment dollar amounts, automated privileges
and/or direct deposit of dividends. Complete and return the account
authorization form to the Plan Administrator. You can request an
account authorization form by calling the Plan Administrator. You can
also enroll in the Plan online at www.shareowneronline.com,
where you should click "First Time Visitor Sign On," then click on
"Continue." Next, simply follow the instructions found on the "First
Time Visitor New Member Registration" page. Once you have
successfully signed up, you will be able to access your account information
immediately. You will also receive written confirmation in the mail
that your account has been activated for online access.
If you are
not a shareholder of record, you can become one in one of the following
ways:
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if
you own Common Stock in another account (e.g., in a broker, bank, trust or
other nominee account), you can arrange with the nominee to transfer
shares of stock into your name, and then follow the instructions for
shareholders of record; or
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you
can purchase shares of Common Stock in your name through a broker or other
source and then follow the instructions for shareholders of
record.
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Current fees
and costs are set forth on Addendum A to this
prospectus. Costs of Plan participation are subject to change from
time to time at our discretion. In addition, we reserve the right to
impose new and additional fees. Plan participants will be notified of
changes in fees.
Shareholders
of record may participate in the Plan under any one of three investment
options:
·
Full Reinvestment.
·
Partial Reinvestment.
·
Cash Investment.
In order to
participate in the Plan for any given dividend payment date, you must enroll in
the Plan on or before the record date for that dividend payment. You can
change your investment option at any time either online or by calling the Plan
Administrator and requesting an account authorization form. Any changes
will be effective as of the next record date after receipt by the Plan
Administrator.
6. What is meant by Full
Reinvestment?
If you elect
to fully reinvest your dividends, when a dividend is paid, the full amount of
the cash dividends payable on all your shares (both Plan shares and certificated
shares) will be used to purchase additional shares of Common Stock. These
additional shares, including fractional shares, will be credited to your Plan
account and you will not receive a dividend check or direct deposit for any Plan
shares or certificated shares. You will also be able to make cash
investments at your convenience any time during the year for the purchase of
additional Plan shares.
7. What is meant by Partial
Reinvestment?
If you elect
to partially reinvest your dividends, when a dividend is paid you will receive a
check or direct deposit for the cash dividends on a specified percentage of your
shares, and the rest of your dividends will be reinvested in Common Stock.
When you select this option, you
must specify the percentage of whole shares on which you desire to receive a
cash dividend. You may elect percentages from 10-90 in increments of
10%. The balance of your dividends, including dividends on fractional
shares, will be used to purchase additional shares of Common Stock and the
additional shares will be credited to your Plan account. Your
dividends will be reinvested according to your instructions. You will also
be able to make cash investments at your convenience any time during the year
for the purchase of additional Plan Shares.
For example,
a shareholder has 90 shares held in physical certificate or book-entry form (See
Question 15 below for an explanation of book-entry form) and 10 Plan
shares. The shareholder specifies 50% of his/her total shares are
subject to dividend reinvestment. All cash dividends on 50 shares
(50% of 100 shares) will be used to purchase additional shares for his/her
account under the Plan. The shareholder will receive dividend checks
or automatic bank deposits from us, when declared and paid, only for the 50
shares not subject to dividend reinvestment.
8. What is meant by Cash
Investment?
If you elect
Cash Investment only, you are stating that you want to be able to purchase
additional Plan shares of Common Stock by making a cash investment at any time
during the year, but you do not want to participate in either dividend
reinvestment option.
When a
dividend is paid, you will receive a check or direct deposit for the full amount
of the dividends payable to you on both your certificated shares and your Plan
shares, including any fractional shares.
9. How are cash investments
made?
Unlike
dividend reinvestment, which normally occurs at quarterly intervals, you can
make cash investments throughout the year. Plan purchases with cash
investments are generally made once per month on or about the 1st day of the
month. Each cash investment must be a minimum of $50 per
transaction. Your total cash investments for any calendar year cannot
exceed $120,000. These minimum and maximum amounts are subject to
change by us. There are currently no brokerage fees for purchases
made with cash investments. Please refer to Addendum A to this
prospectus for more information regarding fees. After each
transaction, you will receive an account statement that shows the number of
whole and fractional shares that were purchased and credited to your Plan
account, but you will not automatically receive stock certificates for shares
purchased under the Plan. If you would like to receive a stock
certificate, please follow the instructions in Question 15 below.
A cash
investment can be made in the following ways:
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You
can authorize the Plan Administrator to make a monthly automatic
withdrawal of a specified dollar amount from your bank account by
accessing your account online at www.shareowneronline.com. Alternatively,
you can complete and sign the bank authorization agreement section of the
account authorization form and return it to the Plan Administrator
together with a voided blank check for checking accounts or a deposit slip
for savings accounts from which funds are to be
transferred. There is currently no fee for electronic
transactions. Please refer to
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Addendum A to this
prospectus for more information regarding fees. Funds generally
will be withdrawn from your bank account on or about the 25th day of each
month. Your automatic funds transfers will begin as soon as
practicable after the Plan Administrator receives the
request. You may change the amount of your monthly transfer or
terminate your monthly transfer altogether by going online, by calling or
by completing a transaction request form or an account authorization form
and returning it to the Plan Administrator. A transaction request
form is used to make optional cash investments, sell Plan shares, deposit
physical certificate shares with the Plan Administrator, discontinue or
change automatic cash withdrawal and investment dollar amounts and
terminate participation in the Plan. A transaction request form is
attached to each account statement mailed to participants and is available
from the Plan Administrator upon request. To be effective with
respect to a particular investment date, your change or termination
request must be received by the Plan Administrator at least fifteen (15)
business days prior to the investment date.
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You
can mail your personal check to the Plan Administrator for no less than
the minimum amount accompanied by a completed transaction request
form. The check and completed form must be received by the Plan
Administrator no later than one (1) business day prior to an investment
date for optional cash investments; otherwise, optional cash investments
are held by the Plan Administrator for investment on the next investment
date. Your check must be made payable to "Shareowner
Services" in U.S. dollars, drawn on a U.S. bank. Third party
checks, cashiers checks, foreign checks and money orders will not be
accepted and will be returned. Do not send
cash.
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If the Plan
Administrator receives checks or electronic transfers for more or less than the
permissible amount, no
investment will be made. The funds will be returned to you by regular U.S.
mail.
If your check
submitted to purchase additional shares is returned unpaid, the Plan
Administrator will resell the shares purchased in reliance on the unpaid check.
The Plan Administrator may liquidate shares in your account for
reimbursement for the transaction fees related to the purchase and sale, if any,
plus any loss incurred on reselling the shares.
If you change
your mind and want to cancel an upcoming cash investment, you should notify the
Plan Administrator in writing. Plan shares are purchased monthly.
Therefore, if you wish to cancel the next upcoming cash investment, the
Plan Administrator should receive your written cancellation notice at least two
(2) business days prior to the investment date for the month.
10. When will shares be purchased under
the Plan?
Shares
related to dividend reinvestment will be purchased quarterly on or after the 1st
day of the month in which the dividend is paid. Dividends
on Common Stock have historically been paid on or about the first day of March,
June, September and December, and the record dates for the payment of such
dividends have generally occurred during the third or fourth week of February,
May, August and November respectively. Shares related to cash
investments will be purchased monthly generally on or after the 1st day of
the month. If demand requires, purchases may be made over several days.
Share purchases for the Plan are expected to be made directly from us
or by a broker affiliated with the Plan Administrator. The exact timing of
purchases made within the purchase period will depend on the amount of funds
available for investment that month or quarter, as applicable, and may be
affected by securities law requirements.
If for any
reason shares cannot be purchased, you will be sent your dividends in cash and
all cash investment funds will be returned by U.S. mail.
11. Will interest be paid to me on funds
for investment?
There may be
a delay between the date the Plan Administrator receives your cash payment or
between a dividend payable date and the date the shares are credited to your
Plan account. You will not receive interest on funds held for dividend
reinvestment or cash investment by the Plan pending investment or on funds
returned to you prior to investment.
12. How many shares will be purchased
for me?
No one can
predict the number of shares that will be purchased for you during a particular
purchase period. You cannot direct the Plan Administrator to purchase a
specific number of shares. The number of shares purchased for your
account depends on the amount of funds you have available for investment and the
price of the shares. The amount of funds available depends on what you
have authorized for dividend reinvestment, plus, if applicable, any cash
investment you have made. In every case, your available funds will be
fully invested (less applicable fees—see Addendum A) and your account
credited with both whole and fractional shares (computed to at least four
decimal places).
13. How is the price of the shares
determined?
If the Plan
Administrator purchases your shares from the Corporation in the form of treasury or
new issue Common Stock ("original issue"), the price per share will be the
average of the high and low transaction prices of a share of Common Stock as
reported on the NYSE on the pricing date. No brokerage commission will be
charged. The pricing date for original issue shares purchased in
connection with dividend reinvestment and any shares related to cash investments
will be the 1st day of the month of purchase. If the 1st
day of the month is not a business day, the pricing date will be the next
business day.
If the Plan
Administrator purchases your shares in the public markets or in privately
negotiated transactions, the purchase price per share will be the weighted
average price of all shares purchased, including brokerage commissions. If
demand requires, purchases may be made over several days. The share
purchases for the Plan are expected to be made by a broker affiliated with the
Plan Administrator.
These share
prices apply to all shares purchased by the Plan Administrator for your
account.
When you
authorize your dividends to be reinvested, make a cash investment or have funds
electronically transferred to purchase Common Stock, the Plan Administrator will
use all of your funds to buy the number of shares that can be purchased at
the price determination described above, after deducting an administrative fee,
if applicable (see Addendum
A).
14. How can I keep track of account
activity?
The Plan
Administrator will mail you quarterly statements of your account balance and
reinvestment activity. In addition, whenever there is activity in
your account such as an additional purchase of shares, withdrawal, transfer or
sale of shares, the Plan Administrator will mail you a separate written
confirmation of that transaction. You can also keep track of your account
activity by accessing your account online at www.shareowneronline.com.
Be sure to
keep your Plan statements for income tax purposes. If you believe an
error has been made in your Plan records, or Plan mailings to you are being
misdirected, lost or stolen, promptly contact the Plan Administrator.
15. Will I receive a stock certificate
for my Plan shares? May I request
one?
You will not
automatically receive a stock certificate for shares purchased for you under the
Plan. By default, all shares purchased for you under the Plan will be
directly registered on the books of the Corporation in book-entry
form. Book-entry shares are registered in the shareholder's name on
the Corporation's books rather than held in the form of a physical
certificate. Shares held in book-entry form have all the traditional
rights and privileges as shares held in certificate form. You
may, however, request a certificate at any time. A stock
certificate can be issued for any number of whole Plan shares credited to your
account, but not for fractional shares. You can make your request for
a stock certificate for a specific number of shares in the following
ways:
|
|
·
|
Call
the Plan Administrator at 1-800-468-9716;
or
|
|
|
·
|
Mail
written instructions to the Plan Administrator including your account
name/registration and your 10-digit Wells Fargo account
number.
|
The stock
certificate will be registered in exactly the same name/registration as your
Plan account unless you make other arrangements.
16. May I transfer Plan shares to
another person?
Yes. Plan
shares may be transferred to a Plan account of another person subject to
compliance with any applicable laws. To do this, you must complete and
sign a stock power form and return it to the Plan Administrator. The
signature of the transferring participant on the stock power must be medallion
guaranteed by an eligible financial institution. Stock powers can be
obtained online or from the Plan Administrator. If the person to whom the
shares are transferred is not a participant in the Plan, the Plan Administrator
will automatically open an account for the person and enroll him or her in the
Plan.
17. What happens to transfers occurring
before and after the dividend record date?
If shares are
transferred before the dividend record date, the dividends are credited to the
new owner. If shares are transferred on or after the dividend record date,
the dividends are credited to the original owner.
18. Does the Plan provide for
safekeeping certificates?
You can
deposit any Common Stock certificates you are now holding for safekeeping under
the Plan. The shares represented by your certificates will be credited to
your account as Plan shares. The Plan Administrator will reinvest the
dividends on these shares as specified by you. In the future, should
you want or need a stock certificate,
you can request one. However, the certificate issued to you will be a new
certificate and will have the current date.
Do not sign
the certificates you are sending to the Plan Administrator. We
recommend that you use certified or registered mail with an insured value of 2%
of the current market value of the shares represented by the certificate. In any case, you bear the full risk of loss, regardless
of the method used, in the event the certificates are lost.
You may sell
some or all of your Plan shares. If the current market value of the
shares requested to be sold is $25,000 or less, you may authorize the sale
online (www.shareowneronline.com) or by calling (1-800-468-9716) if you have
previously authorized automated privileges. You may also submit a
completed transaction request form or a written request to the Plan
Administrator. If the current market value of the shares requested to
be sold is greater than $25,000, you must submit a completed transaction request
form or a written request to the Plan Administrator. If you are
submitting a transaction request form from your account statement to sell all or
part of your Plan shares, and you are requesting that net proceeds be
automatically deposited to a bank checking or savings account, you must provide
a voided blank check for checking or blank savings deposit slip for savings.
If you are unable to provide a voided check or deposit slip, your written
request must have your signature(s) medallion guaranteed for direct
deposit. Requests for automatic deposit of sale proceeds that do not
provide the required documentation will not be honored and a check for the net
proceeds will be issued. Your request for sale to the Plan Administrator
should specify the number of Plan shares to be sold. All authorized
signers are to sign their written request as it appears on their Plan account
statement. Funds are typically automatically deposited four (4)
business days after the sale has taken place on the market.
The Plan
Administrator executes the sales order on behalf of the participant in the open
market or in negotiated transactions. The Plan Administrator will make
best efforts to process a sales order on the next business day following receipt
of a properly completed request form, but best efforts is not a guarantee of a
specific date or specific price. There also must be sufficient volume and
the request must be received on a business day when the relevant securities
market is open. After settlement of the sale, the net proceeds of the sale
will be sent to
the participant by check
or by direct deposit to a bank checking or savings account, as appropriate.
The proceeds received by the participant are based on the weighted average
price at which the shares were sold less brokerage commissions and service fees
charged by the Plan Administrator (see Addendum
A). Plan shares to be sold may be aggregated with shares of other
participants to be sold and the proceeds distributed to each participant based
on the weighted average sale price.
Selling
participants should be aware that the share price of our Common Stock may fall
or rise during the period between a request for sale, its receipt by the Plan
Administrator and the ultimate sale in the open market.
You should
evaluate these possibilities while deciding whether and when to sell any shares
through the Plan. The price risk will be borne solely by you.
Note:
Certain types of accounts may be restricted from selling shares via the
internet, telephone or automated system and may require additional
documentation. Contact the Plan Administrator for further
information.
At year end,
an IRS Form 1099-B reporting the sale of shares will be sent to you, which you
should retain for your tax reporting purposes. You
should consult your own tax advisor for advice applicable to your particular
situation.
20. When and how can I withdraw from the
Plan?
You may
discontinue the reinvestment of your dividends at any time by giving notice to
the Plan Administrator. Notice to withdraw from the Plan can be made
in the following ways:
|
|
·
|
Access
your account via the Internet at www.shareowneronline.com.
|
|
|
·
|
Complete
the transaction request form attached to your Plan statement and mail the
form to the Plan Administrator.
|
|
|
·
|
Call
the Plan Administrator at 1-800-468-9716.
|
|
|
·
|
Mail
written instructions to the Plan Administrator, including your account
name/registration and your 10-digit Wells Fargo account number, signed by
the authorized signer(s) as their name(s) appears on their account
statement.
|
If your
request to withdraw from the Plan is received on or after the dividend record
date, but before the dividend payment date, your request will be processed as
soon as practicable, and you will receive a check for the dividend payment
instead of dividend reinvestment. Future dividends will be paid in cash,
unless you rejoin the Plan. If a participant requests to transfer all
shares in their Plan account between a dividend record date and payment date,
their transfer request will be processed; however, their Plan account will not
be terminated. You may receive additional dividend reinvestment
shares which will require you to submit a written request to transfer the
additional shares. In addition, termination requests of participants
making optional cash investments by automatic cash withdrawal must be received
by the Plan Administrator at least 15 business days prior to the scheduled
investment date to ensure that the request is effective as to the next optional
cash investment.
When closing
your Plan account, you have the following choices:
|
|
·
|
You can request the Plan
Administrator to continue to hold your shares. The
shares you acquired through the Plan can continue to be held on your
behalf on our books as a participant in the Direct Registration System.
Contact the Plan Administrator as indicated above to change your
dividend election.
|
|
|
·
|
You can ask for a certificate
for all your Plan shares. You will receive a stock
certificate for the whole Plan shares credited to your Plan account along
with a check for any fractional share sold on the open market less the
fees for sales (see Addendum A) and
applicable withholding or transfer
taxes.
|
|
|
·
|
You can request that all your
Plan shares be sold. You will receive a check for the
whole and fractional shares sold on the open market less any fees for
sales (see Addendum
A) and applicable withholding or transfer
taxes.
|
|
·
|
You can ask for a direct registration statement
or certificate
for a specific number of your Plan shares and request that the rest be
sold. You will receive a direct registration statement
or certificate for the number of whole shares you want to retain in direct
registration or certificated form outside of the Plan and a check for the
whole and fractional shares sold on the open market less the fees for
sales (see Addendum
A) and applicable withholding or transfer
taxes.
|
Generally,
the Plan Administrator processes requests to withdraw from the Plan daily.
The Plan Administrator will mail your certificate and/or check to your
address on record by first class mail. If you want yourcertificate and/or
sale check mailed to another address, you must notify the Plan Administrator in
writing at the time of your request to withdraw from the Plan.
We reserve
the right to terminate your Plan participation if you are no longer a
shareholder of record of at least one full share, either in certificate form or
as a Plan share balance. Upon termination you will receive the cash
proceeds from the sale of any fractional share, less any brokerage commissions
and applicable transfer and withholding taxes.
21. If I withdraw from the Plan, can
I rejoin at a later date?
Yes. You
may re-enroll online (www.shareowneronline.com) or submit a new account
authorization form. If you are no longer a shareholder of record, you will
need to first become one and then submit a new account authorization form.
As it is difficult and costly to administer numerous openings and closings of an
account, a particular request to rejoin the Plan could be denied.
22. Can HNI change or discontinue the
Plan?
We can amend,
modify, suspend or terminate the Plan at any time. If we discontinue the
Plan, any dividends or cash investments not yet invested will be sent to
you. We will continue to hold your shares unless you request to
receive a certificate for whole Plan shares and a check for any fractional Plan
share credited to your account less the fees for sales (see Addendum A) and applicable
withholding or transfer taxes. You may also request the sale of all or
part of any such shares or have the Plan Administrator electronically transfer
your shares to your brokerage account.
23. What happens if HNI declares a stock split or issues a
dividend payable in shares?
If we declare
a stock split or issue a dividend payable in shares, the additional shares
related to your Plan shares as well as any shares registered in your name held
outside of the Plan will be credited to your account.
24. What if HNI has a rights
offering?
Our Common Stock
shareholders do not have preemptive rights. However, if there is a rights
offering affecting the shares in your Plan account, you will be notified.
If you want to exercise the rights offering, you must let the Plan
Administrator know prior to the record date for such rights. Because
rights certificates are issued only for whole shares, the rights on fractional
shares will be sold during the next investment purchase period, and the net
proceeds of the sale will be used to purchase Plan shares. Similarly, if
you choose not to exercise the rights offering, the rights on all the shares in
your Plan account will be sold, and the net proceeds will be used to purchase
Plan shares on your behalf.
25. What are the responsibilities of HNI
under the Plan?
We and the
Plan Administrator are responsible for administering the Plan in accordance with
this prospectus, but are not liable for any actions performed in good faith or
the good faith failure to perform any actions, including without limitation any
claim of liability:
|
|
·
|
arising
out of the failure to terminate a participant's account upon such
participant's death prior to receipt of a notice in writing of such
death;
|
|
|
·
|
with
respect to the prices or times at which shares are purchased or sold;
and
|
|
·
|
as
to the value of the shares acquired for
participants.
|
We are responsible for interpreting the terms of the Plan. We reserve the right to deny, suspend or terminate participation by a shareholder who misuses the Plan.
The Plan
Administrator is acting solely as our agent and owes no duties, fiduciary or
otherwise, to
any other person by reason of the Plan, and no implied duties, fiduciary or
otherwise, shall be read into the Plan. The Plan Administrator
undertakes to perform such duties and only such duties as are expressly set
forth herein, to be performed by it, and no
implied covenants or obligations shall be read into the Plan against the Plan
Administrator or us.
In
the absence of negligence or willful misconduct on its part, the Plan
Administrator, whether acting directly or through agents or attorneys, shall not
be liable for any action taken, suffered or omitted or for any error of judgment
made by it in the performance of its duties hereunder. In no event
shall we or
the Plan Administrator be liable for special, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profit), even
if we have or the Plan Administrator has been advised of the
likelihood of such loss or damage and regardless of the form of
action.
The Plan
Administrator shall: (1) not be required to and shall make no
representations and have no responsibilities as to the validity, accuracy, value
or genuineness of any signatures or endorsements, other than its own; and (2)
not be obligated to take any legal action hereunder that might, in its judgment,
involve any expense or liability, unless it has been furnished with reasonable
indemnity.
Neither we
nor the Plan Administrator shall be responsible or liable for any failure or
delay in the performance of the Plan Administrator's obligations under the Plan
arising out of or caused, directly or indirectly, by circumstances beyond our or
the Plan Administrator's reasonable control, including, without limitation, acts
of God; earthquakes; fires; floods; wars; civil or military disturbances;
sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities;
computer (hardware or software) or communications services; accidents; labor
disputes; acts of civil or military authority or governmental actions; it being
understood that the Plan Administrator shall use reasonable efforts which are
consistent with accepted practices in the banking industry to resume performance
as soon as practicable under the circumstances.
The Plan
Administrator is authorized to choose a broker/dealer, including an affiliated
broker/dealer, at its sole discretion to facilitate purchases and sales of
Common Stock by Plan participants. The Plan Administrator will
furnish the name of the registered broker/dealer, including any affiliated
broker/dealer, utilized in share transactions within a reasonable time upon
written request from you.
26. Who bears the risk of market-price
fluctuations affecting the value of the Plan shares?
Each
individual participant in the Plan bears the risk of market-price changes
affecting the value of Plan shares. We and the Plan
Administrator cannot assure you of a profit or protect you against a loss on any
shares you hold, purchase or sell under the Plan.
Plan shares
are not insured by the Federal Deposit Insurance Corporation or any other
government agency, are not deposits or other obligations of, and are not
guaranteed by, either us or the Plan Administrator and are subject to investment
risks, including possible loss of the principal amount invested.
27. Will there always be quarterly
dividend payments to reinvest?
The
declaration of dividends on our Common Stock is at the sole discretion of our
Board of Directors. The amount and payment of dividends depends on
the earnings, financial condition, cash flow and other factors affecting us.
28. What tax consequences should I be
aware of?
We are not in
a position to advise you on the tax consequences of your participation in the
Plan. As a general rule, participants in the Plan have the same federal
income tax obligations as shareholders who do not participate in the Plan, and
reinvested dividends must be included in gross income.
You will
receive a year-end statement from the Plan Administrator to be used in preparing
your tax returns as applicable under Internal Revenue Service
guidelines. You should consult with your own tax advisor for advice
applicable to your particular situation.
You will
receive a single proxy covering the total number of shares of Common Stock you
hold of record –both Plan shares and certificated shares. If the proxy is
returned properly signed and marked for voting, all of your shares will be voted
as marked. Also, you may vote the total number of shares in person at a
meeting of shareholders.
We will use
the net proceeds we receive from sales of treasury or new issue Common Stock
offered under the Plan for general corporate purposes, which may include the
repayment of indebtedness outstanding from time to time and the funding of
acquisitions, working capital and capital expenditures. Pending these
uses, the net proceeds may also be temporarily invested in short-term
securities. If shares are purchased by the Plan Administrator in
the open market or in negotiated transactions, we will not receive any
proceeds.
Shares of
Common Stock offered under the Plan will be newly issued or held in treasury or
purchased in the open market or in negotiated transactions at our
option. We will pay all costs of administration of the Plan other
than certain brokerage commissions/fees incurred upon sale of Plan participants'
shares, which will be withheld from the proceeds of such sales. Plan
participants will be required to pay certain brokerage commissions/fees incurred
upon sale of their shares, which amounts will be withheld from the proceeds of
such sales (see Addendum
A) and any applicable taxes (see Question 28 above).
In accordance
with Iowa law, our articles of incorporation and by-laws contain provisions
regarding the indemnification by us of our directors and officers. We
have entered into agreements with our directors and certain officers agreeing to
indemnify them against certain liabilities to the fullest extent permitted under
Iowa law and our articles of incorporation and by-laws. We have also
obtained director and officer liability insurance under which each director and
each of certain officers of the Corporation is insured against certain
liabilities. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Corporation pursuant to the foregoing provisions, the Corporation has been
informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is therefore
unenforceable.
The validity
of the securities offered hereby will be passed upon by Squire, Sanders &
Dempsey L.L.P., Two Renaissance Square, 40 North Central Avenue,
Phoenix, AZ 85004-4498.
The financial
statements and management's assessment of the effectiveness of internal control
over financial reporting (which is included in Management's Report on Internal
Control over Financial Reporting) incorporated in this prospectus by reference
to our Annual Report on Form 10-K for the year ended January 3, 2009 have been
so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, an independent registered public accounting firm, given on the authority of
said firm as experts in auditing and accounting.
Brokerage
Commissions, Service Fees and Other Costs
Brokerage
Commissions. Brokerage commissions payable with respect
to Plan purchases are paid by us. Brokerage commissions payable with
respect to Plan sales are deducted from the proceeds payable to
participants.
Service
Fees. Dividend reinvestment and optional cash investment
service fees are in addition to brokerage commissions and are paid by us.
Participants pay a service fee in connection with sales of Plan
shares. The service fee is in addition to brokerage commissions and is
deducted from the proceeds payable to the selling participant.
Commissions and Fees Subject to
Change. We may change from time to time the amount of
commissions and fees charged participants upon 30 days prior notice to
participants.
Fee
Disclosure Table
|
Description
|
Fee
|
|
Certificate
of Deposit
|
HNI
paid
|
|
Certificate
Issuance
|
HNI
paid
|
|
Investment
Fees
|
|
|
via dividend reinvestment
|
HNI
paid
|
|
via optional cash investment
|
HNI
paid
|
|
via automatic withdrawal
|
HNI
paid
|
|
purchase commission
|
HNI
paid
|
|
Sales
Fees
|
|
|
service fee
|
$15.00
per transaction
|
|
sale commission
|
$0.10
per share
|
|
electronic deposit of proceeds
|
$5.00
per transaction
|
|
Fee
for Returned Checks or Rejected Automatic Bank Withdrawals
|
$25.00
per item
|
|
Prior
Year Duplicate Statements
|
$15.00
per year
|
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The following
table sets forth the estimated fees and expenses expected to be incurred by HNI
Corporation (the "Corporation") in connection with the issuance and distribution
of the securities being registered. All of the amounts shown are
estimates, except for the Securities and Exchange Commission ("SEC")
registration fee:
|
Description
|
Amount to be Paid ($)
|
|
SEC
Registration Fee
|
833.65
|
|
Accountants'
Fees and Expenses
|
15,000
|
|
Legal
Fees and Expenses
|
15,000
|
|
Plan
Administrator's Fees and Expenses
|
4,000
|
|
Miscellaneous Fees and Expenses
|
2,000
|
|
Total
|
36,833.65
|
Item
15. Indemnification of Directors and Officers.
As permitted
by the Iowa Business Corporation Act (the "IBCA"), the Articles of Incorporation
of HNI Corporation (the "Articles") provide that no director shall be personally
liable to the Corporation or any shareholder for money damages for any action,
or failure to take action, except for: (i) the amount of financial benefit
received by a director to which the director is not entitled; (ii) an
intentional infliction of harm on the Corporation or its shareholders; (iii) a
violation of Section 490.833 of the IBCA; or (iv) an intentional violation of
criminal law. While the Articles provide protection from awards for
monetary damages for breaches of the duty of care, they do not eliminate the
director's duty of care. Accordingly, the Articles will not affect the
availability of equitable remedies, such as an injunction, based on a director's
breach of the duty of care.
In addition,
the By-laws of HNI Corporation (the "By-laws") provide that: (i) an
officer of the Corporation will not be liable as an officer to the Corporation
or its shareholders for any decision to take or not to take action, or any
failure to take any action, if the duties of the officer are performed in
compliance with the standards of conduct for officers prescribed in the IBCA;
and (ii) that the Corporation may indemnify a director or officer of the
Corporation who is a party to a proceeding against liability incurred by such
director or officer in the proceeding to the maximum extent permitted by and in
the manner prescribed by the IBCA, including the advancement of
expenses.
The By-laws
further provide that the Corporation may enter into indemnification agreements
consistent with the IBCA with each director of the Corporation and with such
officers of the Corporation as the Board of Directors of the Corporation deems
appropriate. The Corporation has entered into agreements with its
directors and with certain officers agreeing to indemnify them against certain
liabilities to the fullest extent permitted under Iowa law, the Articles and the
By-laws. The Corporation also has director and officer liability insurance
in the amount of $70,000,000, under which each director and each of certain
officers of the Corporation is insured against certain liabilities.
Item
16. Exhibits.
|
Exhibit
|
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
November 12, 2008
|
|
4.3
|
HNI
Corporation Dividend Reinvestment and Share Purchase Plan, set forth in
full in the prospectus, to which reference is hereby
made
|
|
Exhibit
|
Description |
|
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
|
Item
17. 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
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 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 the 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 20 percent 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 (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not
apply if the registration statement is on Form S-3 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the
Commission 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, or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is part of
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
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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 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.
|
|||
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-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Muscatine, State of Iowa, on May 8, 2009.
| HNI Corporation | |||
|
|
By:
|
/s/ Steven M. Bradford | |
| Steven M. Bradford | |||
| Vice President, General Counsel and Secretary | |||
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.
|
Signature
|
Title
|
Date
|
|
/s/ Stan A.
Askren
Stan
A. Askren
|
Chairman,
President and Chief Executive Officer (principal executive
officer)
|
May
8, 2009
|
|
/s/ Kurt A.
Tjaden
Kurt
A. Tjaden
|
Vice
President and Chief Financial Officer (principal financial officer and
principal accounting officer)
|
May
8, 2009
|
|
*
Mary
H. Bell
|
Director
|
May
8, 2009
|
|
*
Miguel
M. Calado
|
Director
|
May
8, 2009
|
|
*
Gary
M. Christensen
|
Director
|
May
8, 2009
|
|
*
Cheryl
A. Francis
|
Director
|
May
8, 2009
|
|
*
John
A. Halbrook
|
Director
|
May
8, 2009
|
|
*
James
R. Jenkins
|
Director
|
May
8, 2009
|
|
*
Dennis
J. Martin
|
Director
|
May
8, 2009
|
|
*
Larry
B. Porcellato
|
Director
|
May
8, 2009
|
|
*
Joseph
E. Scalzo
|
Director
|
May
8, 2009
|
|
*
Abbie
J. Smith
|
Director
|
May
8, 2009
|
|
*
Brian
E. Stern
|
Lead
Director
|
May
8, 2009
|
|
*
Ronald
V. Waters, III
|
Director
|
May
8, 2009
|
* Steven
M. Bradford, the undersigned attorney-in-fact, by signing his name hereto, does
hereby sign and execute this registration statement on behalf of the above
indicated directors of the registrant (constituting all of the directors)
pursuant to a Power of Attorney filed with this registration statement as
Exhibit 24.1.
| HNI Corporation | |||
|
May
8, 2009
|
By:
|
/s/ Steven M. Bradford | |
| Steven M. Bradford | |||
| Vice President, General Counsel and Secretary | |||
EXHIBIT
INDEX
|
Exhibit
|
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
November 12, 2008
|
|
4.3
|
HNI
Corporation Dividend Reinvestment and Share Purchase Plan, set forth in
full in the prospectus, to which reference is hereby
made
|
|
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
|