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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Bassett Furniture Industries, Incorporated
(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)
P.O. Box 626 24055
Bassett, Virginia (Zip Code)
(Address of Principal Executive Offices)
2000 Employee Stock Purchase Plan
1997 Employee Stock Plan
1993 Stock Plan for Non-Employee Directors
(Full Title of the Plans)
Jay R. Hervey
Vice President
Bassett Furniture Industries, Incorporated
P.O. Box 626
3525 Fairystone Park Highway
Bassett, Virginia 24055
(Name and Address of Agent for Service)
(540) 629-6000
(Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Amount to be Offering Price Aggregate Amount of
Securities to Registered Per Share Offering Price Registration Fee
be Registered
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<S> <C> <C> <C> <C>
Common Stock, 950,000 (1) $13.375 (3) $12,706,250 (3) $3,354.45
par value
$5.00 per
share, with
Attached
Rights to
Purchase such
Common Stock
(2)
-----------------------------------------------------------------------------------------------
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(1) Pursuant to Rule 416(a), this Registration Statement also registers such
number of additional securities that may be offered pursuant to the terms
of the 2000 Employee Stock Purchase Plan, the 1997 Employee Stock Plan and
the 1993 Stock Plan for Non-Employee Directors which provide for a change
in the amount or type of securities being offered or issued to prevent
dilution as a result of stock splits, stock dividends or similar
transactions.
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(2) The Rights to Purchase Common Stock will be attached to and trade with
shares of the Common Stock. Value attributable to such rights, if any,
will be reflected in the market price of the shares of Common Stock.
(3) Calculated pursuant to Rule 457(h)(1) and Rule 457(c) based upon the
average of the high and low prices of the Common Stock on the Nasdaq
National Market on August 2, 2000, which was $13.375.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by Bassett Furniture
Industries, Incorporated, a Virginia corporation (the "Registrant"), with
respect to (i) 400,000 shares of the Registrant's Common Stock, par value $5.00
per share (the "Common Stock"), which may be offered and sold pursuant to the
Registrant's 2000 Employee Stock Purchase Plan; (ii) 500,000 shares of the
Registrant's Common Stock which may be offered and sold pursuant to the
Registrant's 1997 Employee Stock Plan; and (iii) 50,000 shares of the
Registrant's Common Stock which may be offered and sold pursuant to the
Registrant's 1993 Stock Plan for Non-Employee Directors.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not filed as part of this Registration Statement pursuant to Note to Part I of
Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not filed as part of this Registration Statement pursuant to Note to Part I of
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Registrant heretofore filed with the Securities
and Exchange Commission (the "Commission") are hereby incorporated in this
Registration Statement by reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
November 27, 1999, filed on April 7, 2000, as amended on Forms 10-K/A filed
with the Commission on March 1, 2000 and April 11, 2000;
(2) The Registrant's Quarterly Report on Form 10-Q for the quarter ended May
27, 2000, filed on July 11, 2000;
(3) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
February 26, 2000, filed on April 11, 2000;
(4) The Registrant's Current Report on Form 8-K filed on March 31, 2000;
(5) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A filed on March 22, 1965, as amended on
Form 8-A/A filed with the Commission on July 6, 1998, including any
amendments to such Registration Statement hereafter filed;
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(6) The description of the Rights to purchase Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission on July 6,
1998 including any amendments to such Registration Statement hereafter
filed; and
(7) All reports and other documents filed by the Registrant since the end of
the fiscal year covered by the Registrant's document referred to in
paragraph (1) above pursuant to Sections 13(a) and (c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such reports and documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
earlier statement. 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.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia (the
"Code") permits a Virginia corporation to indemnify any director or officer for
reasonable expenses incurred in any legal proceeding in advance of final
disposition of the proceeding, if (i) the director or officer furnishes the
corporation a written statement of his good faith belief that he has met the
standard of conduct prescribed by the Code and a written undertaking to repay
the advance if it is ultimately determined that he did not meet the standard of
conduct, and (ii) a determination is made by the board of directors that the
facts then known would not preclude indemnification. In a proceeding by or in
the right of the corporation, no indemnification may be made in respect of any
matter as to which an officer or director is adjudged to be liable to the
corporation, except that a court may order indemnification to the extent of the
director's or officer's reasonable expenses if it determines that, considering
all the relevant circumstances, the director of officer is entitled to
indemnification even though he was adjudged liable to the corporation. In any
other proceeding, no indemnification shall be made if the director or officer is
adjudged liable on the basis that personal benefit was improperly received by
him. Subject to the foregoing, a corporation may indemnify a director or
officer against liability incurred in a proceeding if he conducted himself in
good faith and he believed, in the case of conduct in his official capacity,
that his conduct was in the best interests of the corporation and, in all other
cases, that his conduct was at least not opposed to the best interests of the
corporation and, in the case of a criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful. Corporations are given the power to
make any other or further indemnity, including advance of expenses, to any
director or officer that may be authorized by the articles of incorporation or
by any bylaw made by the shareholders, or any resolution adopted, before or
after the event, by the shareholders, except an indemnity against willful
misconduct or a knowing violation of the criminal law. Unless limited by its
articles of incorporation, indemnification of a director or officer is mandatory
when he or she entirely prevails in the defense of any proceeding to which he is
a party because he is or was a director or officer. The Bylaws of the Company
require the Company to indemnify the Company's directors and officers to the
extent, in the manner and subject to compliance with the law.
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The Code 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.
See Exhibit Index following signatures.
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) 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, as amended (the "Securities Act");
(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 percent 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 (1)(a)(i) and (1)(a)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic 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 this
registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act, 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.
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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 Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall be deemed
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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) Insofar as indemnification for liabilities arising under the
Securities Act 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.
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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 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 Bassett, Virginia, on this 7th day of August, 2000.
Bassett Furniture Industries, Incorporated
By: /s/ Robert H. Spilman, Jr. *
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Robert H. Spilman, Jr.
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 dates indicated.
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Signature Title Date
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/s/ Robert H. Spilman, Jr. * President, Chief Executive Officer August 7, 2000
---------------------------- and Director
Robert H. Spilman, Jr. (Principal Executive Officer)
/s/ Paul Fulton * Chairman of the Board of Directors August 7, 2000
----------------------------
Paul Fulton
/s/ Amy W. Brinkley * Director August 7, 2000
----------------------------
Amy W. Brinkley
/s/ Peter W. Brown * Director August 7, 2000
----------------------------
Peter W. Brown
/s/ Thomas E. Capps * Director August 7, 2000
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Thomas E. Capps
/s/ Willie D. Davis * Director August 7, 2000
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Willie D. Davis
/s/ Alan T. Dickson * Director August 7, 2000
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Alan T. Dickson
/s/ Howard H. Haworth * Director August 7, 2000
----------------------------
Howard H. Haworth
/s/ Michael E. Murphy * Director August 7, 2000
----------------------------
Michael E. Murphy
/s/ Barry C. Safrit Vice-President and Chief Accounting August 7, 2000
---------------------------- Officer
Barry C. Safrit (Principal Financial Officer and
Principal Accounting Officer)
*By: /s/ Jay R. Hervey
-----------------
Jay R. Hervey
Attorney-In-Fact
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EXHIBIT INDEX
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Exhibit Number Description Sequentially Numbered Page
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* 4.1 Registrant's Articles of Incorporation,
as amended, filed with the Registrant's
Form 10-Q for the fiscal quarter ended
February 28, 1994, are expressly
incorporated herein by this reference.
* 4.2 Registrant's Bylaws, as amended, filed
as Exhibit 3B to Registrant's Annual
Report on Form 10-K for the fiscal year
ended November 27, 1999, are expressly
incorporated herein by this reference.
* 4.3 Rights Agreement dated June 23, 1998
between Registrant and First Union
National Bank, as Rights Agent, filed
as Exhibit 1 to Registrant's Form 8-A
dated July 6, 1998 (File No. 0-209), is
expressly incorporated herein by this
reference.
5 Opinion of McGuireWoods LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Dixon Odom PLLC
23.3 Consent of McGuireWoods LLP (filed as part of Exhibit 5)
24 Powers of Attorney
* 99.1 Registrant's 2000 Employee Stock
Purchase Plan filed as Exhibit A to the
Registrant's Schedule 14A filed February
25, 2000 is expressly incorporated herein
by reference.
* 99.2 Registrant's 1997 Employee Stock Plan
filed as Exhibit A to the Registrant's
Schedule 14A filed February 27, 1998 is
expressly incorporated herein by reference.
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* Previously filed.
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