As filed with the Securities and Exchange Commission on May 9, 2001 Registration No. 333-________ ================================================================================ 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 No. 1--Leggett Road 44-0324630 (State or other jurisdiction Carthage, Missouri 64836 (I.R.S. Employer of incorporation or organization) (417) 358-8131 Identification No.) (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) 1989 FLEXIBLE STOCK PLAN (Full Title of the Plan) ---------------------------------------- John A. Lyckman Assistant General Counsel Leggett & Platt, Incorporated No. 1--Leggett Road Carthage, Missouri 64836 (417) 358-8131 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------------------- CALCULATION OF REGISTRATION FEE ======================================================================================================================= Proposed Proposed Maximum Title of Securities Amount to be Maximum Offering Aggregate Offering Amount of to be Registered Registered Price Per Share (1) Price (1) Registration Fee - ----------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value and attached Preferred Stock Purchase Rights 4,000,000 shares $19.665 $78,660,000.00 $19,665.00 ======================================================================================================================= (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457, based upon the average of the high and low prices of Registrant's Common Stock on May 3, 2001 on the New York Stock Exchange Composite Tape of $19,665.00. ------------------------------------------------
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents have been previously filed by the Company with the Commission and are incorporated by reference into this Prospectus: (1) The contents of Registration Statement File No. 33-54339. (2) The contents of Registration Statement File No. 333-69073.
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 9th day of May 2001. LEGGETT & PLATT, INCORPORATED By: /s/ FELIX E. WRIGHT ------------------- Felix E. Wright President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- (a) Principal Executive Officer: /s/ FELIX E. WRIGHT Vice Chairman of the Board, May 9, 2001 ------------------- President and Chief Executive ----------- Felix E. Wright Officer and Director (b) Principal Financial Officer: /s/ MICHAEL A. GLAUBER Senior Vice President, Finance May 9, 2001 ---------------------- & Administration ----------- Michael A. Glauber (c) Principal Accounting Officer: /s/ ALLAN J. ROSS Vice President - Accounting May 9, 2001 ----------------- ----------- Allan J. Ross
(d) Directors: /s/ RAYMOND F. BENTELE* Director May 9, 2001 - -------------------------------- ----------- Raymond F. Bentele /s/ RALPH W. CLARK* Director May 9, 2001 - -------------------------------- ----------- Ralph W. Clark /s/ R. TED ENLOE, III* Director May 9, 2001 - -------------------------------- ----------- R. Ted Enloe, III /s/ RICHARD T. FISHER* Director May 9, 2001 - -------------------------------- ----------- Richard T. Fisher /s/ BOB L. GADDY* Director May 9, 2001 - -------------------------------- ----------- Bob L. Gaddy /s/ DAVID S. HAFFNER* Director May 9, 2001 - -------------------------------- ----------- David S. Haffner /s/ THOMAS A. HAYS* Director May 9, 2001 - -------------------------------- ----------- Thomas A. Hays /s/ ROBERT A. JEFFERIES, JR.* Director May 9, 2001 - -------------------------------- ----------- Robert A. Jefferies, Jr. /s/ ALEXANDER M. LEVINE* Director May 9, 2001 - -------------------------------- ----------- Alexander M. Levine /s/ DUANE W. POTTER* Director May 9, 2001 - -------------------------------- ----------- Duane W. Potter /s/ MAURICE E. PURNELL, JR.* Director May 9, 2001 - -------------------------------- ----------- Maurice E. Purnell, Jr. /s/ ALICE L. WALTON* Director May 9, 2001 - -------------------------------- ----------- Alice L. Walton /s/ FELIX E. WRIGHT* Director May 9, 2001 - -------------------------------- ----------- Felix E. Wright *By: /s/ ERNEST C. JETT ------------------- Ernest C. Jett Under Power-of-Attorney dated February 14, 2001.
EXHIBIT INDEX Exhibit Number Description - ------ ----------- 4 Leggett & Platt, Incorporated 1989 Flexible Stock Plan, as amended through May 14, 1997; reference is made to Appendix B to Registrant's definitive Proxy Statement dated March 27, 1997 used in conjunction with Registrant's Annual Meeting of Shareholders held on May 14, 1997. 5 Opinion of Ernest C. Jett, Vice President, General Counsel & Secretary to Registrant 23(a) Consent of PricewaterhouseCoopers LLP 23(b) Consent of Ernest C. Jett, Vice President, General Counsel & Secretary to Registrant (contained within Opinion of Counsel, Exhibit 5) 24 Power of Attorney executed by members of the Company's Board of Directors regarding the Form 10-K and certain registration statements; reference is made to the Registrant's Form 10-K for the fiscal year ended December 31, 2000
Exhibit 5 Exhibit 23(b) May 9, 2001 Leggett & Platt, Incorporated No. 1--Leggett Road Carthage, MO 64836 Re: Leggett & Platt, Incorporated 1989 Flexible Stock Plan Form S-8 Registration Statement Our File No.: 3-19-20 Gentlemen: As Vice President, General Counsel and Secretary of Leggett & Platt, Incorporated (the "Company"), I have acted on its behalf in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the "Registration Statement") relating to 4,000,000 shares of the Company's Common Stock, $.01 par value (the "Shares"), and the Preferred Stock Purchase Rights (the "Rights") attached to the Shares, to be issued in accordance with the terms of the 1989 Discount Stock Plan (the "Plan"). In this connection, I have examined the following documents: (i) Copy of the Restated Articles of Incorporation of the Company; (ii) Copies of the Bylaws of the Company, as amended to date; (iii) Minutes of the meetings of the Board of Directors and Shareholders of the Company; (iv) Copy of the Plan as amended through May 14, 1997; (v) The Registration Statement and all exhibits thereto. I have also examined such other documents as I deemed necessary to the expression of the opinion contained herein.
Based upon the foregoing, I am of the opinion that: (1) The Company has been duly organized, validly existing and in good standing under the laws of the State of Missouri. (2) The Company has an authorized capitalization as set forth in the Registration Statement; (3) The Plan has been duly created and adopted by the Board of Directors of the Company and has been duly approved by the Shareholders of the Company and is a legal, valid and binding obligation of the Company enforceable in accordance with its terms; (4) The issuance of Shares pursuant to the Plan has been duly and validly authorized by the necessary corporate action; and (5) The Shares when issued in accordance with the terms of the Plan will be validly issued, fully paid and assessable. I hereby consent to the use of my name in the Registration Statement and in the related Prospectus and to the use of this opinion as Exhibit 5 to the Registration Statement. Sincerely, LEGGETT & PLATT, INCORPORATED /s/ ERNEST C. JETT Ernest C. Jett Vice President, General Counsel & Secretary ECJ/slk
Exhibit 23(a) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 31, 2001, relating to the financial statements of Leggett & Platt Incorporated, which appear in Leggett & Platt, Incorporated's Annual Report on Form 10-K for the year ended December 31, 2000. /s/ PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers LLP St. Louis, Missouri May 9, 2001