Registration No. 33-85826
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
DMI FURNITURE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 41-0678467
- ----------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Oxmoor Place
101 Bullitt Lane
Louisville, Kentucky 40222
(Address of Principal Executive Offices)
1993 LONG TERM INCENTIVE STOCK PLAN
STOCK COMPENSATION AND DEFERRAL PLAN FOR OUTSIDE DIRECTORS
(Full Title of Plan)
Joseph G. Hill
Executive Vice President, Operations and Secretary
DMI Furniture, Inc.
One Oxmoor Place
101 Bullitt Lane
Louisville, Kentucky 40222
Telephone: (502) 426-4351
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration
Statement on Form S-8 (File No. 33-85826) (the "Registration Statement") of
DMI Furniture, Inc. (the "Company"), which was filed with the Securities and
Exchange Commission and became effective on October 25, 1994. The Registration
Statement registered 760,000 shares of the Company's common stock for sale
pursuant to the 1993 Long Term Incentive Stock Plan and the Stock Compensation
and Deferral Plan for Outside Directors.
On October 1, 2003, Churchill Acquisition Corp. ("Churchill"), a
wholly owned subsidiary of Flexsteel Industries, Inc. ("Flexsteel"), was
merged with and into the Company pursuant to the Agreement and Plan of Merger,
dated as of August 12, 2003, by and among Flexsteel, Churchill and the
Company, and the Company became a wholly owned subsidiary of Flexsteel. As a
result of the merger, the offering of the Company's common stock pursuant to
the Registration Statement has been terminated. In accordance with an
undertaking made by the Company in the Registration Statement to remove from
registration, by means of a post-effective amendment, any of the securities
which remain unsold at the termination of the offering, the Company hereby
removes from registration the securities of the Company registered but unsold
under the Registration Statement.
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 Louisville, State of Kentucky, on
this 9th day of October, 2003.
DMI FURNITURE, INC.
By: /s/ Donald D. Dreher
--------------------------
Donald D. Dreher
President and Chief
Executive Officer
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.
Date: October 9, 2003 /s/ Donald D. Dreher
---------------------------------------
Donald D. Dreher
President and Chief Executive Officer
Date: October 9, 2003 /s/ Phillip J. Keller
---------------------------------------
Phillip J. Keller
Vice President, Finance,
Chief Financial Officer and
Treasurer (Principal Financial
and Accounting Officer)
Date: October 9, 2003 /s/ K. Bruce Lauritsen
---------------------------------------
K. Bruce Lauritsen
Director
Date: October 9, 2003 /s/ Jeffrey T. Bertsch
---------------------------------------
Jeffrey T. Bertsch
Director
Date: October 9, 2003 /s/ Patrick M. Crahan
---------------------------------------
Patrick M. Crahan
Director