Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
HON INDUSTRIES INC.
(Exact Name of Registrant as Specified in Its Charter)
Iowa 42-0617510
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
414 East Third Street
P.O. Box 1109
Muscatine, Iowa 52761-0071
(Address of Principal Executive Offices Including Zip Code)
HON INDUSTRIES Inc. Profit-Sharing Retirement Plan
(Full Title of the Plan)
James I. Johnson, Esq.
Vice President, General Counsel and Secretary
HON INDUSTRIES Inc.
414 East Third Street
P.O. Box 1109
Muscatine, Iowa 52761-0071
(Name and Address of Agent For Service)
(319) 264-7400
(Telephone Number, Including Area Code, of Agent For Service)
With a copy to:
Elizabeth C. Kitslaar, Esq.
Jones, Day, Reavis & Pogue
77 West Wacker
Chicago, Illinois 60601-1692
(312) 269-4114
CALCULATION OF REGISTRATION FEE
Title Of Securities Amount To Proposed Proposed Amount Of
To Be Registered Be Maximum Maximum Registra-
Registered Offering Aggregate tion Fee
(1) Price Offering
Per Price(2)
Share(2)
Common Stock, $1.00 3,000,000 $17.84 $53,520,000 $14,130
par value (including
Preferred Share
Purchase Rights to
purchase shares of
Series A Junior
Participating
Preferred Stock,
$1.00 par value)
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement
also covers an indeterminate amount of interests to be
offered or sold pursuant to the HON INDUSTRIES Inc. Profit-
Sharing Retirement Plan, as amended (the "Plan"), as
described herein.
(2) Estimated solely for the purpose of calculating the amount
of the registration fee pursuant to paragraphs (c) and (h)
of Rule 457 under the Securities Act, on the basis of the
average of high and low sale prices of the shares of Common
Stock, $1.00 par value (the "Common Stock"), of HON
INDUSTRIES Inc. (the "Company"), on the New York Stock
Exchange, Inc. on February 25, 2000.
PART I
Information Required in the Section 10(a) Prospectus
The documents containing the information specified in Part I
of Form S-8 will be sent or given to participating employees as
specified by Rule 428(b)(1) of the Securities Act, but are not
filed with the Securities and Exchange Commission either as part
of this Registration Statement or as a prospectus or prospectus
supplement pursuant to Rule 424. These documents and the
documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents filed by HON INDUSTRIES Inc. (the
"Company" or the "Registrant") with the Commission are
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year
ended January 2, 1999, filed with the Commission on
March 29, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended April 3, 1999, filed with the Commission
on May 14, 1999;
(c) The Company's Quarterly Report on Form 10-Q for the
quarter ended July 3, 1999, filed with the Commission on
August 5, 1999;
(d) The Company's Quarterly Report on Form 10-Q for the
quarter ended October 2, 1999, filed with the Commission
on November 12, 1999;
(e) The description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A
filed under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (File No. 001-14225) on
June 12, 1998; and
(f) The description of the Company's Preferred Share
Purchase Rights contained in the Company's Registration
Statement on Form 8-A/A filed under the Exchange Act
(File No. 001-14225) on September 14, 1998.
All other documents filed by the Company or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment indicating that
all securities offered under this Registration Statement have
been sold, or deregistering all securities then remaining unsold,
are also incorporated by reference and shall be a part hereof
from the date of filing of such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superceded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supercedes such
statement. Any such statement so modified or superceded shall
not be deemed, except as so modified or superceded, to constitute
a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
As permitted by the Iowa Business Corporation Act ("IBCA"),
the Company's Articles of Incorporation, as amended (the
"Articles") provide that no director shall be personally liable
to the Company or any shareholder for monetary damages for breach
of fiduciary duty as a director, except for: (i) a breach of the
director's duty of loyalty to the Company or its shareholders;
(ii) acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of the law; (iii) a
transaction from which the director derived an improper personal
benefit; or (iv) an improper act related to the payment of
dividends or approval of a stock purchase in violation of Section
833 of the IBCA. 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 Company's By-laws provide that (i) no
director of the Company shall be liable to the Company or any
shareholder except as provided in the Articles or by the
applicable law; (ii) the liability of directors shall be limited
or removed to the maximum extent provided by the Articles or
applicable law; (iii) no officer of the Company shall be liable
to any shareholder for any act, omission or negligence, except
for loss directly resulting from his or her willful or reckless
misconduct; and (iv) the liability of officers shall be limited
or removed to the maximum extent provided by the By-laws, the
Articles or applicable law.
The By-laws also provide that the Company may advance
expenses and indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding (whether civil, criminal,
administrative, or investigative including, without limitation,
an action or suit by or in the right of the Company
(collectively, "Action")) by reason of the fact that he or she is
or was a director, officer, employee, member, if any, volunteer
or agent of the Company, or is or was serving at the request of
the Company as a director, officer, partner, trustee, employee,
member, if any, volunteer or agent of another foreign or domestic
corporation, partnership, joint venture, trust, other enterprise
or employee benefit plan (each a "Qualified Person"). The
indemnification, which may be made in any manner not prohibited
by Iowa law, may be against expenses (including attorneys' fees),
judgments, fines and amounts paid or incurred in settlement which
the Qualified Person actually and reasonably incurred in
connection with the Action. Indemnification shall not be
provided in any case for (i) a breach of a person's duty of
loyalty to the Company; (ii) acts or omissions not in good faith
or which involve intentional misconduct or knowing violation of
the law; (iii) a transaction from which the person derives an
improper personal benefit; or (iv) proceedings by or in the right
of the Company unless permitted by the IBCA. The By-laws also
provide that a Qualified Person shall be indemnified against
actually and reasonably incurred expenses in connection with any
Action to the extent such Qualified Person has been successful on
the merits or otherwise in defense of such Action or in the
defense of any claim, issue or matter therein.
The Company has director and officer liability insurance in
the amount of $30,000,000, under which each director and each of
certain officers of the Company is insured against certain
liabilities. The Company has also entered into agreements with
its directors and officers agreeing to indemnify them against
certain liabilities to the fullest extent permitted under Iowa
law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
Exhibit Number Description
4.1 Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.i to the
Registrant's Quarterly Report on Form 10-Q for
the quarter ended October 3, 1998).
4.2 By-laws of the Registrant (incorporated by
reference to Exhibit 3.ii to the Registrant's
Quarterly Report on Form 10-Q for the quarter
ended October 3, 1998).
4.3 Rights Agreement, dated as of August 13, 1998, by
and between the Registrant and Harris Trust and
Savings Bank, as Rights Agent (incorporated by
reference to Exhibit 4.1 to Registration
Statement on Form 8-A/A filed September 14,
1998).
4.4 HON INDUSTRIES Inc. Profit-Sharing Retirement
Plan, as amended and restated as of January 1,
1998.
Registrant shall submit the Plan and any
amendments thereto to the Internal Revenue
Service (the "IRS") in a timely manner and will
make all changes required by the IRS in order to
qualify the Plan.
23.2 Consent of Independent Public Accountants.
24.1 Power of Attorney.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar amount would not exceed that which is
registered) and any deviation from the low or high and
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) and
(a)(1)(ii) do not apply if the Registration Statement
is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-
effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 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, 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 Muscatine, State of Iowa, on February 29, 2000.
HON INDUSTRIES Inc.
By: /s/ Jack D. Michaels
Jack D. Michaels
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated:
Signature Title Date
/s/Jack D. Michaels Chairman, President February 29, 2000
Jack D. Michaels and Chief Executive
Officer (principal
executive officer)
/s/Melvin L. McMains Vice President and February 29, 2000
Melvin L. McMains Controller(princi-
pal accounting
officer)
/s/David C. Stuebe Vice President and February 29, 2000
David C. Stuebe Chief Financial
Officer (principal
financial officer)
/s/Robert W. Cox* Director February 29, 2000
Robert W. Cox
/s/Cheryl A. Francis* Director February 29, 2000
Cheryl A. Francis
/s/W August Hillenbrand* Director February 29, 2000
August W. Hillenbrand
/s/Stanley M. Howe* Director February 29, 2000
Stanley M. Howe
/s/Robert L. Katz* Director February 29, 2000
Robert L. Katz
/s/Moe S. Nozari* Director February 29, 2000
Moe S. Nozari
/s/Richard H. Stanley* Director February 29, 2000
Richard H. Stanley
/s/Brian E. Stern* Director February 29, 2000
Brian E. Stern
/s/Lorne R. Waxlax* Director February 29, 2000
Lorne R. Waxlax
* James I. Johnson, 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 a majority of the directors) pursuant to
a Power of Attorney filed with the Commission as Exhibit 24.1
hereto.
February 29, 2000 By:/s/James I. Johnson
Name: James I. Johnson
Title: Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act, the
trustees (or other persons who administer the Plan) have duly
caused this Registration Statement to be signed on behalf of the
undersigned, thereunto duly authorized, in the City of Muscatine,
State of Iowa, on February 29, 2000.
HON INDUSTRIES INC. PROFIT-SHARING
RETIREMENT PLAN
By:/s/Jeffrey D. Fick
Name: Jeffrey D. Fick
Title: Chairman of the Administrative
Committee
EXHIBIT INDEX
Exhibit Description Sequentially
Number Numbered Page
4.1 Articles of Incorporation of the --
Registrant (incorporated by
reference to Exhibit 3.i to the
Registrant's Quarterly Report on
Form 10-Q for the quarter ended
October 3, 1998).
4.2 By-laws of the Registrant --
(incorporated by reference to
Exhibit 3.ii to the Registrant's
Quarterly Report on Form 10-Q for
the quarter ended October 3,
1998).
4.3 Rights Agreement, dated as of --
August 13, 1998, by and between
the Registrant and Harris Trust
and Savings Bank, as Rights Agent
(incorporated by reference to
Exhibit 4.1 to Registration
Statement on Form 8-A/A filed
September 14, 1998).
4.4 HON INDUSTRIES Inc. Profit-Sharing 11
Retirement Plan, as amended and
restated as of January 1, 1998.
23.2 Consent of Independent Public 89
Accountants.
24.1 Power of Attorney. 90