rs8poshht.htm

As filed with the Securities and Exchange Commission on August 11, 2010
 
Registration No.  333-107690
 
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
 
HNI Corporation
(Exact name of registrant as specified in its charter)
 
Iowa
(State or other jurisdiction of
incorporation or organization)
42-0617510
(I.R.S. Employer
Identification No.)
 
408 East Second Street
P.O. Box 1109
Muscatine, IA 52761-0071
(Address of Principal Executive Offices, including Zip Code)
 
Hearth & Home Technologies Inc. Retirement Plan
(Full title of the plan)
 
Steven M. Bradford
Vice President, General Counsel and Secretary
HNI Corporation
408 East Second Street
P.O. Box 1109
Muscatine, IA 52761
(563) 272-7400
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Joseph P. Richardson, Esq.
Matthew M. Holman, Esq.
Squire, Sanders & Dempsey L.L.P.
Two Renaissance Square
40 North Central Avenue
Phoenix, AZ 85004-4498
(602) 528-4000
 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ                           Accelerated filer o                             Non-accelerated filer o                                           Smaller reporting company o
                                                                                                                      (Do not check if a smaller reporting company)




 
 
 

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to Form S-8 Registration Statement (this "Post-Effective Amendment") is filed to deregister certain unissued shares of HNI Corporation (the "Corporation") common stock, par value $1.00 per share ("Common Stock"), under the Hearth & Home Technologies Inc. Retirement Plan (the "HHT Plan").

The Corporation registered 2,000,000 shares of Common Stock for issuance under the HHT Plan pursuant to Form S-8 Registration Statement No. 333-107690 filed with the Securities and Exchange Commission on August 6, 2003 (the "Registration Statement").  On December 1, 2005, the Corporation merged the HHT Plan into the HNI Corporation Profit-Sharing Retirement Plan.  No awards have been made under the HHT Plan since February 2005 and no further awards will be made under the HHT Plan.  This Post-Effective Amendment is filed to deregister 1,931,435 shares of Common Stock not issued and not subject to issuance under the HHT Plan.  Accordingly, the Corporation withdraws these 1,931,435 shares of Common Stock from registration under the Registration Statement.



 
 
 

SIGNATURES

The Registrant.  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 Muscatine, State of Iowa, on August 10, 2010.

  HNI Corporation  
       
 
By:
/s/ Steven M. Bradford  
    Steven M. Bradford  
    Vice President, General Counsel and Secretary  
       


 
 
 

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.
 

Signature
 
Title
 
Date
 
 
/s/ Stan A. Askren                                     
Stan A. Askren
Chairman, President and Chief Executive Officer
(principal executive officer)
August 10, 2010
 
/s/ Kurt A. Tjaden          
Kurt A. Tjaden
Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)
August 10, 2010
 
Mary H. Bell
Director
August 10, 2010
            *                                       
Miguel M. Calado
Director
August 10, 2010
            *                                                        
Gary M. Christensen
Director
August 10, 2010
            *                                                            
Cheryl A. Francis
Director
August 10, 2010
            *                                                            
James R. Jenkins
Director
August 10, 2010
            *                                                            
Dennis J. Martin
Director
August 10, 2010
            *                                                            
Larry B. Porcellato
Director
August 10, 2010
            *                                                               
Abbie J. Smith
Director
August 10, 2010
            *                                                               
Brian E. Stern
Lead Director
August 10, 2010
            *                                                                 
Ronald V. Waters, III
Director
August 10, 2010


*           Steven M. Bradford, 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 all of the directors) pursuant to a Power of Attorney filed with this registration statement as Exhibit 24.1.

  HNI Corporation  
       
Date:  August 10, 2010
By:
/s/ Steven M. Bradford  
    Steven M. Bradford  
    Vice President, General Counsel and Secretary  
       


 
 
 

EXHIBIT INDEX

Exhibit No.
Description
24.1*
Power of attorney
* Filed herewith