sv8pos
As
filed with the Securities and Exchange Commission on December 22, 2006.
Registration No. 333-84251
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
STEELCASE INC.
(Exact name of registrant as specified in its charter)
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| Michigan
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38-0819050 |
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(State or other jurisdiction of incorporation
or organization)
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(I.R.S. Employer Identification No.) |
901 44th Street
Grand Rapids, Michigan 49508
(Address of Principal Executive Offices) (Zip Code)
STEELCASE INC. RETIREMENT PLAN
(Full title of the plan)
Jon D. Botsford, Esq.
Senior Vice President, Secretary and Chief Legal Officer
901 44th Street
Grand Rapids, Michigan 49508
(Name and address of agent for service)
(616) 246-9600
(Telephone number, including area code, of agent for service)
WITH COPY TO:
Brian W. Duwe, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
333 W. Wacker Drive, Suite 2100
Chicago, Illinois 60606
(312) 407-0700
EXPLANATORY NOTE
Steelcase Inc. (the “Company”) filed a Registration Statement on Form S-8, File No. 333-84251,
with the Securities and Exchange Commission on August 2, 1999 (the “Original Form S-8”) and
Post-Effective Amendment No. 1 to the Form S-8 (“Amendment No. 1” and, together with the Original
Form S-8, the “Form S-8”) on March 29, 2004. The Form S-8 covered 2,000,000 shares of the
Company’s Class A Common Stock to be offered and sold through the Steelcase Inc. Retirement Plan
(formerly known as the Steelcase Inc. 401(k) Retirement Plan) (the “Plan”) and an indeterminate
amount of interests to be offered or sold pursuant to the Plan, as well as any additional shares of
Class A Common Stock which become available for grant under the Plan by reason of any stock
dividend, stock split, recapitalization or similar transaction effected without receipt of
consideration which results in an increase in the number of outstanding shares of Class A Common
Stock. Effective as of February 28, 2006, the Company discontinued the Steelcase Inc. stock fund
investment option under the Plan. Accordingly, the Company is filing this Post-Effective Amendment
No. 2 to deregister all shares of the Company’s Class A Common Stock previously registered on the
Form S-8 that were unsold as of February 28, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Steelcase Inc. certifies that it
has reasonable ground 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 Grand Rapids, State of Michigan, on December 14, 2006.
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STEELCASE INC. |
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By:
Name:
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/s/ James P. Hackett
James P. Hackett
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Title:
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President and Chief Executive Officer |
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Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 2 to the
Registration Statement has been signed by the following persons in the capacities indicated on this
14th day of December, 2006.
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Title |
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/s/ James P. Hackett
James P. Hackett
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President, Chief Executive Officer and Director
(Principal Executive Officer) |
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/s/ David C. Sylvester
David C. Sylvester
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Vice President and Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer) |
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/s/ William P. Crawford |
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Director |
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/s/ Earl D. Holton |
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Director |
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/s/ Michael J. Jandernoa |
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Director |
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| Signature |
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Title |
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/s/ David W. Joos |
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Director |
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/s/ Elizabeth Valk Long |
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Director |
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/s/ Robert C. Pew III |
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Director |
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/s/ Cathy D. Ross |
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Director |
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/s/ Peter M. Wege II |
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Director |
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/s/ P. Craig Welch, Jr. |
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Director |
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/s/ Kate Pew Wolters |
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Director |
Pursuant to the requirements of the Securities Act, the trustees (or other persons who
administer the employee benefit plan) have duly caused this Post-Effective Amendment No. 2 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Grand Rapids, State of Michigan on this 14th day of December, 2006.
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STEELCASE INC. RETIREMENT PLAN |
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By:
Name:
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/s/ Nancy W. Hickey
Nancy W. Hickey
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Title:
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Senior Vice President, |
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Chief Administrative Officer |
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