UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 21, 2007
STEELCASE INC.
| Michigan (State of incorporation) | 1-13873 (Commission File Number) | 38-0819050 (IRS employer identification number) |
| 901 44th Street SE Grand Rapids, Michigan (Address of principal executive offices) | 49508 (Zip code) |
(616) 247-2710
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
Steelcase Inc. is filing this Amendment No. 1 to the Current Report on Form 8-K filed on June 21, 2007 (the “Original Form 8-K”) to clarify that shareholders approved the reservation for issuance of an additional 4,000,000 shares of Class A Common Stock under the Steelcase Inc. Incentive Compensation Plan, rather than 4,000 shares as reported in the Original Form 8-K. The correct text of Item 5.02(e) appears below.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On June 21, 2007, the shareholders of Steelcase Inc. (the “Company”) approved the amended and restated Steelcase Inc. Management Incentive Plan (the “MIP”) and the amended and restated Steelcase Inc. Incentive Compensation Plan (the “ICP”). The MIP allows the Company to grant annual and long-term incentive compensation awards to its employees, and the ICP allows the Company to grant stock options, stock appreciation rights, restricted stock, performance shares, performance units, cash-based awards, phantom shares and other share-based awards to employees of the Company or its subsidiaries or affiliates, directors of the Company and other individuals designated by the Company’s Board of Directors. An aggregate of 25,000,000 shares of the Company’s Class A Common Stock are reserved for issuance under the ICP, following approval by the Company’s shareholders on June 21, 2007 of the reservation of an additional 4,000,000 shares of Class A Common Stock. Awards under the MIP and the ICP are determined by the Compensation Committee of the Company’s Board of Directors or by the Company’s Chief Executive Officer pursuant to delegated authority and subject to certain limitations.
Copies of the MIP and ICP are attached as Exhibit 10.01 and Exhibit 10.02, respectively, and are incorporated herein by reference. Summaries of the MIP and ICP are also included in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 17, 2007, beginning on page 50, and are incorporated herein by reference.
| Item 9.01 Financial Statements and Exhibits. |
(d)
| Exhibit Number | Description | |
| 10.1 | Steelcase Inc. Management Incentive Plan, as amended and restated as of February 24, 2007* | |
| 10.2 | Steelcase Inc. Incentive Compensation Plan, as amended and restated as of February 24, 2007* |
| * | Previously filed with the Original Form 8-K. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Steelcase Inc. | ||||
| /s/ David C. Sylvester | ||||
| Date: June 22, 2007 | David C. Sylvester | |||
| Vice President, Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) | ||||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 10.1 | Steelcase Inc. Management Incentive Plan, as amended and restated as of February 24, 2007* | |
| 10.2 | Steelcase Inc. Incentive Compensation Plan, as amended and restated as of February 24, 2007* |
| * | Previously filed with the Original Form 8-K. |