As filed with the Securities and Exchange Commission on March 4, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
the Securities Act of 1933
LEGGETT & PLATT, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
| Missouri | 44-0324630 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| No. 1 Leggett Road Carthage, Missouri |
64836 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
LEGGETT & PLATT, INCORPORATED
2005 Executive Stock Unit Program
(Full Title of the Plan)
SCOTT S. DOUGLAS
Senior Vice President – General Counsel & Secretary
Leggett & Platt, Incorporated
No. 1 Leggett Road, Carthage, Missouri 64836
(Name and address of agent for service)
(417) 358-8131
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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| ||||||||
| Title of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Share(2) |
Proposed Maximum Aggregate Offering Price(2) |
Amount of Registration Fee | ||||
| ESUP Deferred Compensation Obligations (including Participant and Company Contributions into Diversified Investment Accounts) (1) |
$20,000,000(3) | 100% | $20,000,000 | $2,182 | ||||
| ESUP Deferred Compensation Obligations (including Stock Units, convertible into Common Stock, par value $.01 per share) (1) |
N/A(4) | N/A | N/A | N/A | ||||
| Common Stock, par value $.01 per share |
N/A(4) | N/A | N/A | N/A | ||||
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|
| ||||||||
| (1) | The ESUP Deferred Compensation Obligations are unsecured obligations of Leggett & Platt, Incorporated to pay deferred compensation in the future in accordance with the terms of the Leggett & Platt, Incorporated 2005 Executive Stock Unit Program, amended and restated, effective February 23, 2016. |
| (2) | Pursuant to Rule 416 of the Securities Act of 1933, as amended, this Registration Statement also covers such additional Stock Units and shares of Common Stock, as may be issuable pursuant to the anti-dilution provisions of the 2005 Executive Stock Unit Program and the Flexible Stock Plan, under which Stock Units and shares of Common Stock may be issued, in order to prevent dilution resulting from stock dividends, stock splits, recapitalizations or other similar transactions. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. Rule 457(o) permits the registration fee to be calculated on the basis of the maximum aggregate offering price of all securities listed and, therefore, the table does not specify by each class information as to the amount to be registered or the proposed maximum offering price per unit. |
| (4) | The underlying shares of Common Stock and Stock Units have been registered, and the appropriate registration fee paid, pursuant to the Registration Statements on Form S-8 (File Nos. 333-203992 and 333-181432) relating to the Leggett & Platt, Incorporated Flexible Stock Plan. As a result, no additional registration fee is required to be paid on the shares of Common Stock and Stock Units. |
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
As permitted by the rules of the Securities and Exchange Commission, this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I of this Registration Statement will be sent or given to eligible employees as specified by Rule 428(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents listed in (a) through (d) below, which are on file with the Securities and Exchange Commission (the “Commission”), are incorporated herein by reference:
(a) Leggett & Platt, Incorporated’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2020 filed February 24, 2021 (SEC File No. 001-07845);
(b) The Company’s Current Reports on Form 8-K filed on May 18 and June 30, 2020 and February 24, 2021 (SEC File No. 001-07845);
(c) Portions of our definitive proxy statement on Schedule 14A filed on March 31, 2020 that are incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2019 under the Exchange Act; and
(d) The description of the Company’s Common Stock contained in the Company’s Form 8-A dated June 5, 1979, as amended on Form 8 dated May 10, 1984, and as updated in Exhibit 4.7 of the Company’s Form 10-K for the year ended December 31, 2020, including any amendments or reports filed for the purpose of further updating such description (SEC File No. 001-07845).
All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date hereof and prior to the filing of a post-effective amendment hereto which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents except that the portion of any Current Report on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof shall not be incorporated by reference herein.
For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
The following description of the 2005 Executive Stock Unit Program, as amended and restated, effective February 23, 2016 (“ESU Program”) and the ESU Program Deferred Compensation Obligations (“ESUP Obligations”) registered hereunder are qualified by reference to the ESU Program filed February 25, 2016 as Exhibit 10.15 to the Company’s Form 10-K for the fiscal year ended December 31, 2015.
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ESUP Deferred Compensation Obligations
General. Under the ESU Program, established pursuant to the Company’s Flexible Stock Plan, the Company will provide a select group of management and/or highly compensated employees the opportunity to make pre-tax deferrals above certain thresholds of a specified percentage of their cash compensation. The ESU Program is a non-qualified deferred compensation plan. The Company is obligated to pay the ESUP Obligations to participants in the future in accordance with the terms of the ESU Program.
The ESUP Obligations consist of (a) Diversified Investment Accounts (the value of which will mirror certain investment media selected by the participant); and (b) Stock Accounts (consisting of Company Stock Units convertible into shares of Company Common Stock, par value $.01 per share, on a one-to-one basis). The ESUP Obligations will be general unsecured obligations of the Company and will rank equally with other unsecured and unsubordinated indebtedness of the Company outstanding from time to time. The Company is under no obligation to fully fund the ESUP Obligations.
An employee’s right to the ESUP Obligations cannot be transferred, assigned or otherwise encumbered. The ESUP Obligations may not be seized by any creditor of the participant or his or her designated beneficiary, or transferred by operation of law in the event of bankruptcy, insolvency or death. However, the ESUP Obligations may be transferred to a designated beneficiary or personal representative upon death.
ESUP Obligations will be distributed to participants after retirement, death, disability or termination of the participant in accordance with the ESU Program. Participants may elect to receive payment all at once or in annual installments for up to 15 years. Upon settlement of the ESUP Obligations, the Company may withhold Common Stock or cash, whichever is applicable, in an amount required to satisfy applicable tax laws. The Flexible Stock Plan Committee may authorize the immediate distribution of the ESUP Obligations in the event of an Unforeseeable Emergency, as defined in the ESU Program, as permitted by Section 409A of the Internal Revenue Code. In addition, the Committee may terminate and liquidate the ESU Program within 30 days preceding, or 12 months after, a Change in Control, as defined in the ESU Program.
The ESUP Obligations are not subject to redemption, in whole or in part, prior to distribution through operation of a mandatory or optional sinking fund or analogous provision. However, the Company reserves the right to amend or terminate the ESU Program at any time, except that no such amendment or termination may adversely affect the right of the participant to distribution of the ESUP Obligations previously credited to his or her accounts.
ESUP Obligation – Diversified Investment Accounts. Participant contributions, made through payroll deductions of up to 10% of cash compensation above a certain threshold, will be credited to a Diversified Investment Account established for the participant. The Company will make premium contributions to the Diversified Investment Accounts equal to 17.65% of the participant’s contribution.
The Diversified Investment Account balance will vest at the time the participant would have been entitled to receive the cash compensation but for the election to defer.
A participant’s Diversified Investment Account balance will be adjusted to mirror the investment experience, whether positive or negative, of the diversified investment media selected by the participant. Participants may change investment elections in the Diversified Investment Accounts, but cannot purchase Company Common Stock or Stock Units in these accounts. The Diversified Investment Accounts consist of various mutual funds and retirement target funds.
The Diversified Investment Account balance will be settled in cash.
ESUP Obligation – Stock Accounts. The Company makes a 50% matching contribution of participant contributions at the same time participant contributions are made, and, if certain earnings objectives are met, makes an additional matching contribution, up to 50% of participant contributions, to acquire Company Stock Units at a 15% discount to market. The Company also makes dividend equivalent contributions to acquire Company Stock Units at a 15% discount to market at the time Company dividends on its Common Stock, if any, are paid.
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A Stock Unit is the award of a right to receive the market value of one share of Common Stock. A participant will have no rights as a shareholder with respect to the Stock Units, including voting rights, until the underlying shares are issued to him or her. In the event of a stock dividend, stock split, merger, consolidation or other recapitalization of the Company affecting the number of outstanding shares of Company Common Stock, the number of Stock Units will be appropriately adjusted.
If a participant has a Separation from Service, as defined in the ESU Program, and has less than five years of vesting service, he or she forfeits Stock Units credited to his or her account resulting from Company contributions, unless the Separation from Service is due to death or disability.
Although the Company intends to settle all Stock Units in Company Common Stock on a one-to-one basis (less required withholding tax), it reserves the right to distribute the balance in cash, but only if there is not a sufficient amount of shares reserved for future issuance under the Flexible Stock Plan.
Stock Units in the ESU Program may not be diversified.
Common Stock
The Common Stock of the Company is registered under Section 12(b) of the Exchange Act and, accordingly, no description is provided hereunder.
Item 5. Interests of Named Experts and Counsel.
Scott S. Douglas, Senior Vice President – General Counsel & Secretary of the Company, has rendered an opinion as to the legality of the Company’s ESUP Obligations, including Stock Units and Common Stock being registered hereby. Mr. Douglas is paid a salary and bonus by the Company, participates in certain of the Company’s employee benefit plans, owns shares of Company Common Stock, and owns units convertible into shares of Company Common Stock.
Item 6. Indemnification of Directors and Officers.
The Company is a Missouri corporation. Sections 351.355(1) and (2) of The General and Business Corporation Law of the State of Missouri (“GBCL”) provide that a corporation may 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 by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of an action or suit by or in the right of the corporation, no person shall be indemnified as to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless and only to the extent that the court in which the action or suit was brought determines upon application that such person is fairly and reasonably entitled to indemnity for proper expenses.
Section 351.355(3) of the GBCL provides that, except as otherwise provided in the corporation’s articles of incorporation or the bylaws, to the extent a director, officer, employee or agent of the corporation has been successful in the defense of any such action, suit or proceeding or any claim, issue or matter therein, he or she shall be indemnified against expenses, including attorney’s fees, actually and reasonably incurred in connection with such action, suit or proceeding.
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Section 351.355(5) of the GBCL provides that expenses incurred in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of the action, suit, or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this section.
Section 351.355(7) of the GBCL provides that a corporation may provide additional indemnification to any person indemnifiable under subsection (1) or (2), provided such additional indemnification is authorized by the corporation’s articles of incorporation or an amendment thereto or by a shareholder-approved bylaw or agreement, provided further that no person shall thereby be indemnified against conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.
Section 351.355(8) of the GBCL provides that a corporation may purchase and maintain insurance or another arrangement on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of that section. The insurance or other arrangement, including a trust fund, self-insurance, letters of credit, guaranty or surety arrangement, may be procured within the corporation or with any insurer or other person deemed appropriate by the board of directors. That section also provides that in the absence of fraud the judgment of the board of directors as to the terms and conditions of the insurance or other arrangement and the identity of the insurer or other person participating in an arrangement shall be conclusive and the insurance or arrangement shall not be voidable and shall not subject the directors approving the insurance or arrangement to liability on any ground regardless of whether directors participating in the approval are beneficiaries of the insurance arrangement.
The Company’s restated articles of incorporation, as amended, and bylaws generally provide that each person who was or is a director or officer of the corporation shall be indemnified by the corporation as a matter of right to the fullest extent permitted or authorized by applicable law and as otherwise provided in its restated articles of incorporation. For this purpose, “applicable law” generally means Section 351.355 of the GBCL, including any amendments since May 7, 1986, but only to the extent such amendment permits the corporation to provide broader indemnification rights. The Company’s bylaws also provide that each person who was or is an employee or agent of the corporation, or who was or is serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership or other enterprise may, at the discretion of the board of directors, be indemnified by the corporation to the same extent as provided in the bylaws for directors and officers. The Company’s restated articles of incorporation also provide that the indemnification and other rights provided by the restated articles of incorporation will not be deemed exclusive of any other rights to which a director or officer may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in any other capacity while holding the office of director or officer, and the corporation is specifically authorized to provide such indemnification and other rights by any bylaw, agreement, vote of shareholders or disinterested directors or otherwise. The Company has a similar provision in its bylaws.
The Company’s restated articles of incorporation provide that expenses incurred by any person who was or is a director or officer in defending generally any proceeding (including those by or in the right of the Company) shall be promptly advanced by the Company when so requested at any time, but only if the requesting person delivers to the Company an undertaking to repay to the Company all amounts so advanced if it should ultimately be determined that the requesting person is not entitled to be indemnified under the Company’s restated articles of incorporation, bylaws, state law or otherwise. The Company has a similar provision in its bylaws.
In addition, the Company has entered into indemnification agreements, approved by its shareholders, with its directors and executive officers. Pursuant to those agreements, the Company has agreed to indemnify and hold harmless each indemnitee to the fullest extent permitted or authorized by applicable law. For this purpose, “applicable law” generally means Section 351.355 of the GBCL, including any amendments since May 7, 1986, but only to the extent such amendment permits the corporation to provide broader indemnification rights. In addition, the Company has agreed to further indemnify and hold harmless each such party who was or is a party or is threatened to be made party to any proceeding, including any proceeding by or in the right of the Company, by reason of the fact that the indemnitee is or was a director, officer, employee or agent of the Company, or is or was serving at the request or on the behalf of the Company as a director, officer, employee or agent of another enterprise or by reason of anything done or
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not done by him or her in any such capacities. However, under these agreements, the Company will not provide indemnification: (i) for amounts indemnified by the Company outside of the agreement or paid pursuant to insurance; (ii) in respect of remuneration paid to indemnitee if determined finally that such remuneration was in violation of law; (iii) on account of any suit for any accounting of profits pursuant to Section 16(b) of the Exchange Act or similar provisions of any federal, state or local law; (iv) on account of indemnitee’s conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; or (v) if a final adjudication shall determine that such indemnification is not lawful.
The Company’s restated articles of incorporation provide that the corporation may purchase and maintain insurance on behalf of any person who was or is a director, officer, employee or agent of the corporation, or was or is serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership or other enterprise against any liability asserted against or incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability. The Company insures its directors and officers against certain liabilities and has insurance against certain payments which it may be obliged to make to such persons under the indemnification provisions of its restated articles of incorporation. This insurance may provide broader coverage for such individuals than may be required by the provisions of the restated articles of incorporation.
The foregoing represents a summary of the general effect of the indemnification provisions of the GBCL, the restated articles of incorporation, as amended, the bylaws and such agreements and insurance. Additional information regarding indemnification of directors and officers can be found in Section 351.355 of the GBCL, the restated articles of incorporation, as amended, the bylaws and any pertinent agreements.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
EXHIBIT INDEX
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| * | Denotes filed herewith. |
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 of 1933;
(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 value of securities offered would not exceed that which was registered) and any deviation from the low or high end 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 a 20% 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-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in 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 of 1933, 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 of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 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 of 1933 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 Securities and Exchange
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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.
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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 Carthage, State of Missouri, on the 4th day of March, 2021.
| LEGGETT & PLATT, INCORPORATED | ||
| By: |
/s/ SCOTT S. DOUGLAS | |
| Scott S. Douglas | ||
| Senior 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/ KARL G. GLASSMAN | Chairman and Chief Executive Officer, Director | March 4, 2021 | ||
| Karl G. Glassman | (Principal Executive Officer) | |||
| /s/ JEFFREY L. TATE | Executive Vice President and Chief Financial Officer | March 4, 2021 | ||
| Jeffrey L. Tate | (Principal Financial Officer) | |||
| /s/ TAMMY M. TRENT | Senior Vice President and Chief Accounting Officer | March 4, 2021 | ||
| Tammy M. Trent | (Principal Accounting Officer) | |||
| MARK A. BLINN* | Director | |||
| Mark A. Blinn | ||||
| ROBERT E. BRUNNER* | Director | |||
| Robert E. Brunner | ||||
| MARY CAMPBELL* | Director | |||
| Mary Campbell | ||||
| J. MITCHELL DOLLOFF* | Director | |||
| J. Mitchell Dolloff | ||||
| MANUEL A. FERNANDEZ* | Director | |||
| Manuel A. Fernandez | ||||
| JOSEPH W. MCCLANATHAN* | Director | |||
| Joseph W. McClanathan | ||||
| JUDY C. ODOM* | Director | |||
| Judy C. Odom | ||||
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| SRIKANTH PADMANABHAN* | Director | |||
| Srikanth Padmanabhan | ||||
| JAI SHAH* | Director | |||
| Jai Shah | ||||
| PHOEBE A. WOOD* | Director | |||
| Phoebe A. Wood | ||||
| * | Scott S. Douglas, by signing his name hereto, signs this Registration Statement on behalf of each of the persons indicated by an asterisk above pursuant to the power of attorney duly executed by such persons and filed with the Securities and Exchange Commission as part of this Registration Statement. |
| *By: |
/s/ SCOTT S. DOUGLAS |
March 4, 2021 | ||||
| Scott S. Douglas | ||||||
| Attorney-in-Fact Under Power-of-Attorney Dated February 23, 2021 |
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Exhibit 5
[Letterhead of Leggett & Platt, Incorporated]
March 4, 2021
Leggett & Platt, Incorporated
No. 1 Leggett Road
Carthage, Missouri 64836
Ladies and Gentlemen:
I am Senior Vice President, General Counsel & Secretary of Leggett & Platt, Incorporated, a Missouri corporation (the “Company”), and in such capacity I am familiar with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed under the Securities Act of 1933, as amended (the “Securities Act”), to register $20,000,000 of Deferred Compensation Obligations under the 2005 Executive Stock Unit Program, amended and restated, effective February 23, 2016 (“ESU Program”) (consisting of general unsecured obligations of the Company to pay the balance of Diversified Investment Accounts and Stock Accounts in accordance with the ESU Program); Stock Units credited to the Stock Accounts; and Shares of the Company’s Common Stock, par value $0.01 per share into which the Stock Units are convertible: all to be issued pursuant to the ESU Program.
In connection with the preparation of the Registration Statement, I have examined originals or copies, certified or otherwise, identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments as I deemed necessary or appropriate for the purposes of the opinion expressed herein. I have assumed for purposes of this opinion the genuineness of all signatures on all documents examined by me, the authenticity of all documents submitted to me as originals, and the conformity to authentic originals of all documents submitted to me as copies. I have also assumed the due authorization, execution and delivery of all documents.
On the basis of the foregoing and in reliance thereon and upon my review of applicable statutes and case law, I am of the opinion that when the Registration Statement, including any amendments thereto, shall have become effective under the Securities Act, and when any applicable provisions of “Blue Sky” and other state securities laws have been complied with, and the Deferred Compensation Obligations and Stock Units shall have been granted and the Shares shall have been issued in accordance with the terms of the ESU Program, then (i) the Deferred Compensation Obligations and Stock Units will be legally valid and binding obligations of the Company, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, or general principles of equity, including, without limitation, concepts of reasonableness, materiality, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies, regardless of whether enforceability is considered in a proceeding at law or in equity, and to the extent indemnification provisions contained in such documents, if any, may be limited by applicable federal or state law and consideration of public policy, and (ii) the Shares will be validly issued, fully paid and non-assessable.
This opinion is not rendered with respect to any laws other than the laws of the State of Missouri, and I assume no responsibility as to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.
I consent to the use of my name in the Registration Statement and the filing of this opinion as an exhibit to the Registration Statement, and to the discussion of such opinion in any applicable prospectus. I also consent to your filing copies of this opinion as an exhibit to the Registration Statement with such agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the Deferred Compensation Obligations, Stock Units and Shares.
| /s/ SCOTT S. DOUGLAS |
| Scott S. Douglas |
| Senior Vice President – General Counsel & Secretary |
| Leggett & Platt, Incorporated |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Leggett & Platt, Incorporated of our report dated February 24, 2021 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Leggett & Platt, Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2020.
| /s/ PRICEWATERHOUSECOOPERS LLP |
| St. Louis, Missouri |
| March 4, 2021 |
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Karl G. Glassman, Jeffrey L. Tate and Scott S. Douglas, and each of them (with full power to each of them to act alone) severally, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and to sign on his or her behalf and in his or her name, place and stead (individually and in all capacities), a Registration Statement on Form S-8 with respect to securities (including the Company’s Common Stock, $.01 par value, Stock Units convertible into Company Common Stock, and Deferred Compensation Obligations) to be sold pursuant to the Company’s 2005 Executive Stock Unit Program, amended and restated; and in any and all capacities to sign any and all amendments (including post-effective amendments) and any and all other documents and instruments necessary or advisable in connection with such Registration Statement, and to file the same, with all exhibits thereto (including post-effective amendments) and any and all other documents and instruments filed with respect thereto, with the Securities and Exchange Commission (or any other governmental or regulatory authority), granting unto said attorneys-in-fact and agents, and each of them, full power and authority in the name and on behalf of each of the undersigned to do and to perform each and every act and thing requisite and necessary or advisable to be done in order to effectuate the same as fully as to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, and/or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in multiple counterparts, and all such counterparts, collectively, shall constitute a single document.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Power of Attorney has been signed below by the following persons in the capacities indicated on the 23rd day of February 2021.
| Signature |
Title | |
| /s/ KARL G. GLASSMAN Karl G. Glassman |
Chairman and Chief Executive Officer, Director (Principal Executive Officer) | |
| /s/ JEFFREY L. TATE Jeffrey L. Tate |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |
| /s/ TAMMY M. TRENT Tammy M. Trent |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | |
| /s/ MARK A. BLINN Mark A. Blinn |
Director | |
| /s/ ROBERT E. BRUNNER Robert E. Brunner |
Director | |
| /s/ MARY CAMPBELL Mary Campbell |
Director | |
| /s/ J. MITCHELL DOLLOFF J. Mitchell Dolloff |
Director | |
| /s/ MANUEL A. FERNANDEZ Manuel A. Fernandez |
Director | |
| /s/ JOSEPH W. MCCLANATHAN Joseph W. McClanathan |
Director | |
| /s/ JUDY C. ODOM Judy C. Odom |
Director | |
| /s/ SRIKANTH PADMANABHAN Srikanth Padmanabhan |
Director | |
| /s/ JAI SHAH Jai Shah |
Director | |
| /s/ PHOEBE A. WOOD Phoebe A. Wood |
Director | |