UNITED STATES
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)
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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One La-Z-Boy Drive
(Address of principal executive offices, including zip code)
La-Z-Boy Incorporated 2022 Omnibus Incentive Plan
(Full title of the plan)
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Raphael Z. Richmond
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Vice President, General Counsel and Chief Compliance Officer
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LA-Z-BOY INCORPORATED
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One La-Z-Boy Drive
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(Name, address, and telephone number,
including area code, of agent for service)
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Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer ☒
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☐
Emerging growth company ☐
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If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 7(a)(2)(B) of the Securities Act. □
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this
“Registration Statement”) is filed by La-Z Boy Incorporated, a Michigan corporation (the
“Registrant”), for the purpose of registering 2,775,000 shares of
common stock, par value $1.00 per share (the
“Common Stock”), of
the Registrant that may be issued under the La-Z-Boy Incorporated 2022 Omnibus Incentive Plan (the
“Plan”).
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in this Part I will be delivered to the participants in the Plan, as specified in Rule 428(b)(1) of the Securities Act of 1933, as amended (the
“Securities Act”). Such documents are not required to be filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
All documents subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), after the date of this
Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not
be deemed
incorporated by reference into this Registration Statement. Any statement contained in a document
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 amended, 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
Michigan Business Corporation Act
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 or her 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 or she reasonably believed to be in or not opposed to
the Registrant’s best interests and, with
respect to any criminal action or proceeding, had no reasonable cause to believe his or her 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 or she 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, which are actually and reasonably incurred by him or her in connection with the proceedings.
The Registrant’s Restated
Articles of Incorporation, as amended (
“Articles of Incorporation”), provide that, (a) with specified exceptions, a director of
the Registrant will not be personally liable to
the Registrant or its shareholders for monetary damages for breach of fiduciary duty as a director and (b)
the Registrant must indemnify, to the fullest 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’s Amended and Restated Bylaws (“Bylaws”) provide that the Registrant shall indemnify any person who is or was a director or officer of the
Registrant who is a party or is threatened to be made a party to any action, suit, or proceeding (whether civil, criminal, administrative, or investigative and whether formal or informal), other than an action by or in the right of the
Registrant, by reason of the fact that he or she 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, member, manager, trustee, employee, or agent of
another enterprise, against expenses, including attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding if he or she was acting in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Registrant or its shareholders, or with respect to a criminal
action or proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful.
With respect to any claims brought by or in the right of
the Registrant to procure a judgment in its favor, the
Bylaws provide that
the Registrant shall indemnify a person who is or was a director or
officer of
the Registrant who is or was a party or is threatened to be made a party to any threatened, pending or completed action or suit 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, member, manager, trustee, employee, or agent of another enterprise, against expenses, including attorneys’ fees, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with the action or suit, if he or she was acting in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of
the Registrant or its shareholders.
The Registrant’s
Bylaws provide there will be no indemnification under the
Bylaws for any claim, issue or matter for which the officer or director has been found liable to
the Registrant unless, and to the extent that, the court that adjudicates the matter finds
that, despite the adjudication of liability but in view of all circumstances of the case, the officer or director is fairly and reasonably entitled to indemnification for expenses which the court finds proper.
Notwithstanding the above,
the Registrant is not required under the
Bylaws to indemnify a current or former director or officer of
the Registrant in connection with an action, suit, proceeding or claim
(or part thereof) brought or made by such individual, unless such action, suit, proceeding or claim (or part thereof) was authorized by the board of directors of
the Registrant or was brought or made to enforce the indemnification provisions of the
Bylaws (and the current or former director or officer has been successful in such action).
Indemnification Agreements and Insurance
The Registrant has entered into indemnification agreements 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
Bylaws 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
Exhibit
Number
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Exhibit Description
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3.1
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3.2
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3.3
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3.4
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3.5*
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5.1*
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23.1*
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23.2*
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24.1*
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Power of Attorney is contained on the signature pages to this Registration Statement.
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99.1
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107*
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Calculation of Filing Fee Table.
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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) or 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;
(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) 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 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 this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each 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 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 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or controlling person of
the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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 31, 2022.
Each person whose signature appears below hereby authorizes and appoints
Melinda D. Whittington and Robert G. Lucian, as attorneys-in-fact and agents, each acting alone, with full powers of substitution
to sign on his or her 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, as amended, this Registration Statement has been signed by the following persons on behalf of
the Registrant in the capacities and on the
dates indicated.
Signature
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Title
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Date
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Director, President and Chief Executive Officer
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Senior Vice President and Chief Financial
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Officer
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Vice President, Corporate Controller and
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Chief Accounting Officer
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Chairman of the Board
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Director
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E. L. Alexander
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Director
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S. M. Gallagher
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Director
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Director
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Director
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Director
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Director
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L. B. Peters
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