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As filed with the Securities and Exchange Commission on July 31, 1998.
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BASSETT FURNITURE INDUSTRIES, INCORPORATED
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(Exact name of registrant as specified in its charter)
VIRGINIA 54-0135270
- --------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
POST OFFICE BOX 626, BASSETT, VIRGINIA 24055
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
BASSETT FURNITURE INDUSTRIES, INCORPORATED 1997 EMPLOYEE STOCK PLAN
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(Full title of the Plan)
JAY R. HERVEY
VICE PRESIDENT
3525 FAIRYSTONE PARK HIGHWAY
POST OFFICE BOX 626
BASSETT, VIRGINIA 24055
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(Name and address of agent for service)
(540) 629-6000
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(Telephone number, including area code, of agent for service)
WITH COPIES TO:
A. ZACHARY SMITH III
KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.
NATIONSBANK CORPORATE CENTER, SUITE 4200
100 N. TRYON STREET
CHARLOTTE, NORTH CAROLINA 28202
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Share* Offering Price* Registration Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$5.00 Par Value
Common Stock 950,000 shares $27.9375 $26,540,625 $7,830
====================================================================================================================
</TABLE>
* Estimated solely for the purposes of calculating the registration fee pursuant
to Rule 457(c) and (h)(1) on the basis of $27.9375 per share, the average of the
high and low prices for the Common Stock on July 27, 1998 as reported on the
NASDAQ Stock Market.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* The information required by Items 1 and 2 of Part I of Form S-8 is omitted
from this registration statement in accordance with the Note to Part 1 of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by Bassett Furniture
Industries, Incorporated (the "Company") with the Securities and Exchange
Commission, Commission file number 0-209, are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended November 30, 1997;
(b) (i) The Company's Quarterly Reports on Form 10-Q for the
quarters ended February 28 and May 30, 1998.
(ii) The Company's Current Reports on Form 8-K dated
December 1, December 10 and December 18, 1997
(c) (i) The description of the Company's Common Stock
contained in the Company's Registration Statement on
Form 8-A dated March 22, 1965, as amended on Form
8-A/A filed with the Commission on July 6, 1998,
including any amendment or report filed for the
purpose of updating such description.
(ii) The description of the Company's Rights to Purchase
Common Stock contained in the Company's Registration
Statement on Form 8-A filed with the Commission on
July 6, 1998, including any amendment or report filed
for the purpose of updating such description.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such reports
and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
2
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Item 6. Indemnification of Directors and Officers.
The Virginia Stock Corporation Act of the Code of Virginia contains
provisions prescribing the extent to which directors and officers shall or may
be indemnified against liabilities which they may incur in their capacities as
such. Under those provisions the availability or requirements of indemnification
or reimbursement of expenses is dependent upon numerous factors, including the
potential indemnitee's belief at the time of the conduct in question and the
extent to which the potential indemnitee is successful in his defense. The
Bylaws of the Company require the Company to indemnify the Company's directors
to the extent, in the manner and subject to compliance with the law.
The statute also permits a corporation to purchase and maintain
insurance on behalf of its directors and officers against liabilities which they
may incur in their capacities as such, whether or not the corporation would have
the power to indemnify them under other provisions of the statute. The Company
has purchased insurance to provide for indemnification of directors and
officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4 Bassett Furniture Industries, Incorporated 1997 Employee Stock
Plan incorporated herein by reference to Exhibit 10 to the
Registrants' Quarterly Report on Form 10-Q for the period
ended February 28, 1998.
5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Dixon Odom PLLC.
23.4 Consent of Kennedy Covington Lobdell & Hickman, L.L.P.
(contained in Exhibit 5).
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;
(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-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or
3
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15(d) of the Securities Exchange Act of 1934 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 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) 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 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.
4
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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 Town of Bassett, State of Virginia, on the 30th day of July
1998.
BASSETT FURNITURE INDUSTRIES, INCORPORATED
By /s/ Paul Fulton
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Paul Fulton
Chairman of the Board of Directors 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.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Paul Fulton Chairman of the Board of Directors and July 30, 1998
- ------------------------------------ Chief Executive Officer (Principal
Paul Fulton Executive Officer)
/s/ Robert H. Spilman, Jr. President and Chief Operating Officer July 30, 1998
- ------------------------------------ and Director
Robert H. Spilman, Jr.
/s/ Douglas W. Miller Vice President and Chief July 30, 1998
- ------------------------------------ Financial Officer (Principal
Douglas W. Miller Financial Officer)
/s/ Ronald D. Cassell Controller (Principal Accounting July 30, 1998
- ------------------------------------ Officer)
Ronald D. Cassell
/s/ Amy W. Brinkley Director July 30, 1998
- ------------------------------------
Amy W. Brinkley
/s/ Peter W. Brown Director July 30, 1998
- ------------------------------------
Peter W. Brown
/s/ Thomas E. Capps Director July 30, 1998
- ------------------------------------
Thomas E. Capps
/s/ Willie D. Davis Director July 30, 1998
- ------------------------------------
Willie D. Davis
/s/ Alan T. Dickson Director July 30, 1998
- ------------------------------------
Alan T. Dickson
</TABLE>
5
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<TABLE>
<S> <C> <C>
/s/ William H. Goodwin, Jr. Director July 30, 1998
- ------------------------------------
William H. Goodwin, Jr.
/s/ Howard H. Haworth Director July 30, 1998
- ------------------------------------
Howard H. Haworth
/s/ James W. McGlothlin Director July 30, 1998
- ------------------------------------
James W. McGlothlin
- ------------------------------------ Director , 1998
Thomas W. Moss, Jr.
/s/ Michael E. Murphy Director July 30, 1998
- ------------------------------------
Michael E. Murphy
/s/ Albert F. Sloan Director July 30, 1998
- ------------------------------------
Albert F. Sloan
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
4 Bassett Furniture Industries, Incorporated 1997 Employee Stock
Plan incorporated herein by reference to Exhibit 10 to the
Registrants' Quarterly Report on Form 10-Q for the period
ended February 28, 1998.
5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of KPMG Peat Marwick, LLP.
23.3 Consent of Dixon Odom PLLC.
23.4 Consent of Kennedy Covington Lobdell & Hickman, L.L.P.
(contained in Exhibit 5).
</TABLE>
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Exhibit 5
KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.
NATIONSBANK CORPORATE CENTER
100 NORTH TRYON STREET
SUITE 4200
CHARLOTTE, NORTH CAROLINA 28202-4006
July 30, 1998
Bassett Furniture Industries, Incorporated
Post Office Box 626
Bassett, Virginia 24055
Gentlemen:
You have requested our opinion in connection with the registration
under the Securities Act of 1933, as amended, of 950,000 shares of the $5.00 par
value Common Stock (the "Common Stock") of Bassett Furniture Industries,
Incorporated (the "Company"), a Virginia corporation, by the Registration
Statement on Form S-8 (the "Registration Statement") to be filed by you with the
Securities and Exchange Commission in connection with the Bassett Furniture
Industries, Incorporated 1997 Employee Stock Plan.
We have made such investigations of law, examined original copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and other instruments, and
received such statements from officers and representatives of the Company, as we
have deemed necessary for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the 950,000 shares
of the Common Stock covered by the Registration Statement have been duly and
validly authorized and will be validly issued, fully paid and nonassessable when
issued in accordance with the Bassett Furniture Industries, Incorporated 1997
Employee Stock Plan and receipt by the Company of the consideration therefor.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of Bassett Furniture
Industries, Incorporated (the "Company") (which relates to the Bassett Furniture
Industries, Incorporated 1997 Employee Stock Plan) of our report dated January
2, 1998, relating to the consolidated balance sheet of Bassett Furniture
Industries, Incorporated and subsidiaries as of November 30, 1997 and the
related consolidated statements of operations, stockholders' equity and cash
flows for the year then ended, which report is incorporated by reference in the
Company's Annual Report on Form 10-K for the year ended November 30, 1997.
ARTHUR ANDERSEN LLP
Greensboro, North Carolina,
July 30, 1998.
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
Board of Directors
Bassett Furniture Industries, Incorporated
Bassett, Virginia
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Bassett Furniture Industries, Incorporated (which relates to the
Bassett Furniture Industries, Incorporated 1997 Employee Stock Plan) of our
report dated December 17, 1996, relating to the consolidated balance sheet of
Bassett Furniture Industries, Incorporated and subsidiaries as of November 30,
1996 and the related consolidated statements of operations, stockholders'
equity, and cash flows for each of the years in the two-year period then ended,
which report is incorporated by reference in the November 30, 1997 annual report
on Form 10-K of Bassett Furniture Industries, Incorporated and subsidiaries.
KPMG Peat Marwick LLP
Greensboro, North Carolina
July 30, 1998
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Bassett Furniture Industries, Incorporated (the "Company") (which
relates to the Bassett Furniture Industries, Incorporated 1997 Employee Stock
Plan) of our report dated December 1, 1997, relating to the balance sheets of
International Home Furnishings Center Inc. as of October 31, 1997 and 1996, and
the related statements of income, stockholders' equity and cash flows for each
of the three years in the period ended October 31, 1997, which report is
incorporated by reference in the Company's Annual Report on Form 10-K for the
year ended November 30, 1997.
Dixon Odom PLLC
High Point, North Carolina
July 30, 1998
