Registration No. 33-64188 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) 1978 STOCK OPTION PLAN FOR EMPLOYEES 1988 STOCK OPTION PLAN FOR EMPLOYEES NON-EMPLOYEE DIRECTORS STOCK OPTION PROGRAM (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. 33-64188) (the "Registration Statement") of DMI Furniture, Inc. (the "Company"), which was filed with the Securities and Exchange Commission and became effective on June 2, 1993. The Registration Statement registered 587,000 shares of the Company's common stock for sale pursuant to the 1978 Stock Option Plan for Employees, the 1988 Stock Option Plan for Employees and the Non-Employee Directors Stock Option Program. 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