<PAGE> 1
As filed with the Securities and Exchange Commission on May 12, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HAVERTY FURNITURE COMPANIES, INC.
--------------------------------------------------------------------
(Exact name of issuer as specified in its charter)
Maryland 58-0821900
--------------------------------- -------------------------------
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
866 West Peachtree Street, N.W., Atlanta, Georgia 30308
----------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1988 INCENTIVE STOCK OPTION PLAN
--------------------------------
(Full Title of the Plan)
RAWSON HAVERTY
Chairman of the Board
866 West Peachtree Street, N.W.
Atlanta, Georgia 30308
(404) 881-1911
-------------------------------------------
(Name, address, telephone number, including
area code, of agent for service)
-----------------------------
Copies Requested to:
Helen T. Ferraro, Esq.
Smith, Gambrell & Russell
3343 Peachtree Road, N.E.
Suite 1800, East Tower
Atlanta, Georgia 30326-1010
(404) 264-2620
-----------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share(1) Price(1) Registration Fee
---------------- ---------- ----- ----- ----------------
<S> <C> <C> <C> <C>
Options and Shares
of $1.00 par value 500,000 $13.75 $6,875,000 $2,371
Common Stock Shares
- ---------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) based upon the average of
the high and low reported prices of the Common Stock on the Nasdaq National Market System on May 6, 1994.
</TABLE>
<PAGE> 2
This Registration Statement covers 500,000 additional shares of the
$1.00 par value Common Stock of Haverty Furniture Companies, Inc. (the
"Company") issuable pursuant to the Company's 1988 Incentive Stock Option Plan,
for which previously filed Registration Statements on Form S-8 are effective.
The contents of the Company's earlier Registration Statements on Form S-8, File
Nos. 33-28559 and 33-41150, as filed with the Securities and Exchange
Commission on May 2, 1989 and June 12, 1991, registering the 1988 Incentive
Stock Option Plan and registering 350,000 additional shares pursuant to that
plan, respectively, are incorporated by reference.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are hereby incorporated by reference into
this Registration Statement, and all documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities and
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing such documents:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993, together with those portions of the Company's 1993
Annual Report to Stockholders, including the audited financial statements
contained therein, which are incorporated by reference into the Company's Form
10-K;
(b) the Company's Definitive Proxy Statement, dated March 22, 1994,
as filed with the Securities and Exchange Commission in connection with the
Company's 1994 Annual Meeting of Stockholders;
(c) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994, as filed with the Securities and Exchange Commission; and
(d) the Company's Registration Statement on Form 8-A, as filed with
the Securities and Exchange Commission on April 22, 1986, to register the $1.00
par value Class A Common Stock under Section 12(g) of the Securities and
Exchange Act of 1934, as amended, which Registration Statement contains a
description of the Common Stock and the Class A Common Stock.
Item 4. Description of Securities.
No response is required to this item.
Item 5. Interests of Named Experts and Counsel.
Alex W. Smith, a director of the Company, is a partner of the law firm
of Smith, Gambrell & Russell, Atlanta, Georgia, which serves as general counsel
to the Company and receives legal fees for services rendered.
II-1
<PAGE> 4
Item 6. Indemnification of Officers and Directors.
The Fifteenth Article of the Articles of Incorporation of the Company
provides that, to the fullest extent permitted by Maryland law, no director or
corporate officer of the Company shall have any liability to the Company or its
stockholders for damages. The Fifteenth Article further provides that the
company shall indemnify and advance expenses to its directors and corporate
officers to the fullest extent that indemnification of directors is permitted
by Maryland law.
Section 2-418 of the Maryland General Corporation Law provides, under
certain circumstances, for the indemnification of any director made a party to
any proceeding by reason of serving as a director of a corporation against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by the director in connection with the proceeding.
The Company maintains director and officer liability insurance.
Item 7. Exemption From Registration Claimed.
No response to this Item is required.
Item 8. Exhibits.
The following exhibits are filed with this Registration Statement.
Exhibit
Number Description of Exhibit
------- ----------------------
4.1 Registrant's 1988 Incentive Stock Option Plan, as
amended.
5.1 Opinion of Smith, Gambrell & Russell.
23.1 Consent of Ernst & Young (included at page II-4 of this
Registration Statement).
23.2 Consent of Smith, Gambrell & Russell (contained in
their opinion filed as Exhibit 5.1).
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 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;
II-2
<PAGE> 5
(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 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 the time shall be deemed to be the initial bona fide offering thereof.
(h) 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.
II-3
<PAGE> 6
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1988 Incentive Stock Option Plan of Haverty
Furniture Companies, Inc. of our report dated February 1, 1994 with respect to
the financial statements of Haverty Furniture Companies, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1993
and the related financial statement schedules included therein, filed with the
Securities and Exchange Commission.
ERNST & YOUNG
May 11, 1994
Atlanta, Georgia
II-4
<PAGE> 7
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 Atlanta, State of Georgia, on this
12th day of May, 1994.
HAVERTY FURNITURE COMPANIES, INC.
By: /s/ Rawson Haverty
---------------------
Rawson Haverty
Chairman of the Board
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.
<TABLE>
<CAPTION>
Signature Title Date
- ---------------------------------- ------------------------- --------------
<S> <C> <C>
/s/ Rawson Haverty Chairman of the Board May 12, 1994
- ----------------------------------
(Rawson Haverty)
/s/ John E. Slater, Jr. President and Chief May 12, 1994
- ---------------------------------- Executive Officer,
(John E. Slater, Jr.) Director (Principal
Executive Officer)
/s/ Dennis L. Fink Senior Vice President May 12, 1994
- ---------------------------------- and Chief Financial
(Dennis L. Fink) Officer (Principal
Financial Officer)
/s/ Dan C. Bryant Controller (Principal May 12, 1994
- ---------------------------------- Accounting Officer)
(Dan C. Bryant)
/s/ Clarence H. Smith Vice President, May 12, 1994
- ---------------------------------- Regional Manager and
(Clarence H. Smith) Director
</TABLE>
II-5
<PAGE> 8
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------------------- ------------------------- --------------
<S> <C> <C>
/s/ Rawson Haverty, Jr. Vice President and May 12, 1994
- ------------------------------------------- Director
(Rawson Haverty, Jr.)
/s/ Fred J. Bates Regional Manager and May 12, 1994
- ------------------------------------------- Director
(Fred J. Bates)
/s/ Frank S. McGaughey, Jr. Director May 12, 1994
- -------------------------------------------
(Frank S. McGaughey, Jr.)
/s/ L. Phillip Humann Director May 12, 1994
- -------------------------------------------
(L. Phillip Humann)
/s/ Dr. Kenneth Black, Jr. Director May 12, 1994
- -------------------------------------------
(Dr. Kenneth Black, Jr.)
/s/ John Rhodes Haverty, M.D. Director May 12, 1994
- -------------------------------------------
(John Rhodes Haverty, M.D.)
/s/ Clarence H. Ridley Director May 12, 1994
- -------------------------------------------
(Clarence H. Ridley)
/s/ Alex W. Smith Director May 12, 1994
- -------------------------------------------
(Alex W. Smith)
/s/ Lynn H. Johnston Director May 12, 1994
- -------------------------------------------
(Lynn H. Johnston)
/s/ William A. Parker, Jr. Director May 12, 1994
- -------------------------------------------
(William A. Parker, Jr.)
/s/ Robert R. Woodson Director May 12, 1994
- -------------------------------------------
(Robert R. Woodson)
</TABLE>
II-6
<PAGE> 9
Exhibit Index
Sequential
Exhibit Description Page No.
- ------ ------------------------------------ ----------
4.1 Registrant's 1988 Incentive Stock
Option Plan, as amended
5.1 Opinion of Smith, Gambrell & Russell
<PAGE> 1
EXHIBIT 4.1
<PAGE> 2
HAVERTY FURNITURE COMPANIES, INC.
1988 INCENTIVE STOCK OPTION PLAN
1. PURPOSE
The purpose of Haverty Furniture Companies, Inc., 1988 Incentive Stock
Option Plan (the "Plan") is to encourage and enable eligible directors, officers
and key employees of Haverty Furniture Companies, Inc. (the "Company") and its
subsidiaries to acquire proprietary interests in the Company through the
ownership of Common Stock of the Company. The Company believes that directors,
officers and key employees who participate in the Plan will have a closer
identification with the Company by virtue of their ability as stockholders to
participate in the Company's growth and earnings. The Plan is also designed to
provide motivation for participating directors, officers and key employees to
remain in the employ of and to give greater effort on behalf of the Company. It
is the intention of the Company to have the Plan qualify as an "incentive stock
option plan" under Section 422A of the Internal Revenue Code of 1986, as amended
(the "Code") and the regulations promulgated thereunder. Accordingly, the
provisions of the Plan shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.
2. DEFINITIONS
The following words or terms shall have the following meanings:
(a) "Agreement" shall mean an incentive stock option agreement between
the Company and an Eligible Employee pursuant to the terms of this Plan.
(b) "Average Market Price" shall mean the mean between the high "bid"
and low "ask" prices as of the close of business for the Company's shares of
Common Stock in the over-the-counter market, as reported by the National
Association of Securities Dealers, Inc., Automated Quotation System (or other
national quotation service). If the Company's Common Stock is not regularly
traded in the over-the-counter market but is registered on a national securities
exchange, "Average Market Price" shall mean the closing price of the Company's
Common Stock on such national securities exchange.
(c) "Board of Directors" shall mean the Board of Directors of the
Company or the Executive Committee of such Board.
(d) "Committee" shall mean the committee appointed by the Board of
Directors to administer the Plan.
(e) "Class A Common Stock" shall mean the $1.00 par value common stock
of the Company which is designated Class A Common Stock in the Sixth Article of
the Company's Articles of Incorporation.
(f) "Company" shall mean Haverty Furniture Companies, Inc., a Maryland
corporation.
(g) "Eligible Employee(s)" shall mean a person or persons regularly
employed by the Company or a Subsidiary in the capacity of an officer, store
manager, assistant store manager, regional manager, or key department head.
-1-
<PAGE> 3
(h) "Optionee" shall mean an Eligible Employee having a right to
purchase Common Stock under an Agreement.
(i) "Option(s)" shall mean the right or rights granted to Eligible
Employees to purchase Common Stock under an offering made under the Plan.
(j) "Plan" shall mean this Haverty Furniture Companies, Inc., 1988
Incentive Stock Option Plan.
(k) "Shares," "Stock" or "Common Stock" shall mean shares of $1.00 par
value common stock of the Company which is designated Common Stock in the Sixth
Article of the Company's Articles of Incorporation.
(l) "Subsidiary" shall mean any corporation, if the Company owns or
controls, directly or indirectly, more than a majority of the voting stock of
such corporation.
(m) "Ten Percent Owner" shall mean an individual who, at the time an
Option is granted, owns directly or indirectly more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company.
3. EFFECTIVE DATE
The Effective Date of the Plan shall be the date the Plan is adopted by
the Board of Directors or the date the Plan is approved by the stockholders of
the Company, whichever is earlier. The Plan must be approved by the affirmative
vote of no less than a majority of the votes entitled to be cast thereon, which
shareholder vote must be taken within twelve (12) months after the date the Plan
is adopted by the Board of Directors. Such shareholder vote shall not alter the
Effective Date of the Plan. In the event shareholder approval of the adoption
of the Plan is not obtained within the aforesaid twelve (12) month period, then
any Options granted in the intervening period shall be void.
4. SHARES RESERVED FOR PLAN
The shares of the Company's Common Stock to be sold to Eligible
Employees under the Plan may at the election of the Board of Directors be either
treasury shares or shares originally issued for such purpose. The maximum
number of shares which shall be reserved and made available for sale under the
Plan shall be 1,550,000. Any shares subject to an Option which for any reason
expires or is terminated unexercised may again be subject to an Option under the
Plan.
In the event of a subdivision or combination of the Company's shares,
the maximum number of shares that may thereafter be issued and sold under the
Plan and the number of shares under option will be proportionately increased or
decreased, the terms relating to the price at which shares under option will be
sold will be approximately adjusted, and such other action will be taken as in
the opinion of the Board of Directors is appropriate under the circumstances.
In case of a reclassification or other change in the Company's shares, the Board
of Directors also will make appropriate adjustments.
-2-
<PAGE> 4
5. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Committee. The Committee shall be
comprised of not less than three (3) members appointed by the Board of Directors
of the Company from among its members. No member of the Board of Directors
shall be appointed or serve as a member of the Committee, and any such
appointment or service immediately and automatically shall terminate, in the
event that (i) such person is, or becomes, an Eligible Employee (as described in
Section 2 of this Plan), (ii) such person is, or becomes, eligible (otherwise
than as a Non-Employee Director under the Company's 1988 and 1993 Non-Qualified
Stock Option Plans) for the allocation of stock or the grant of any option or
stock appreciation right under any other plan of the Company or any of its
affiliates (as such term is defined in the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended), or (iii) such person was
described in clause (i) or clause (ii) of this Section 5 within the immediately
preceding year.
Within the limitations described herein, the Committee shall administer
the Plan, select Eligible Employees to whom Options will be granted, determine
the number of shares to be optioned to each Eligible Employee and interpret,
construe and implement the provisions of the Plan. Committee members shall be
reimbursed for out-of-pocket expenses reasonably incurred in the administration
of the Plan.
The Committee shall select one of its members as chairman and shall hold
its meetings at such times and places, and pursuant to such rules consistent
with the Plan, as it may determine. A majority of the members of the Committee
shall constitute a quorum, and the acts of a majority of the members present at
any meeting at which a quorum is present, or acts approved in writing by a
majority of the members of the Committee, shall be the acts of the Committee.
6. ELIGIBILITY
Options may be granted only to Eligible Employees.
7. DURATION OF THE PLAN
The Plan shall remain in effect until all shares subject or which may
become subject to the Plan shall have been purchased pursuant to Options granted
under the Plan provided that Options under the Plan must be granted within ten
(10) years from the Effective Date.
8. QUALIFIED INCENTIVE OPTIONS
It is intended that Options granted under the Plan shall be qualified
incentive stock options under the provisions of Section 422A of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder or
corresponding provisions of subsequent revenue laws and regulations in effect at
the time such Options are granted. Such Options shall be evidenced by stock
option agreements in such form and not inconsistent with this Plan as the
Committee shall approve from time to time, which agreements shall contain in
substance the following terms and conditions:
(a) Price. The purchase price for shares purchased upon the exercise
will be the Average Market Price on the day the Option is granted, as determined
by the Committee, but in no case less than the par value of such stock; provided
further that the purchase price of stock deliverable upon the exercise of a
qualified incentive stock option granted to a Ten Percent Owner shall be no less
than one hundred ten percent (110%) of the Average Market Price on the day the
Option is granted, as determined by the
-3-
<PAGE> 5
Committee, but in no case less than the par value of such stock. Any Option
granted to a Ten Percent Owner must by its terms be exercisable within five (5)
years from the date it is granted.
(b) Number of Shares. The Agreement shall specify the number of
shares which the Optionee may purchase under such Option.
(c) Exercise of Options. The shares subject to the Option may be
purchased in whole or in part by the Optionee from time to time after
shareholder approval of the Plan, but in no event later than five (5) years from
the date of the grant of the Option. No partial exercise may be less than one
hundred (100) shares of the Common Stock of the Company, or its equivalent.
(d) Medium and Time of Payment. Stock purchased pursuant to an
Agreement shall be paid for in full at the time of purchase. Payment of the
purchase price shall be in cash or shares of the Class A Common Stock or Common
Stock of the Company, or a combination of cash and shares of the Class A Common
Stock or Common Stock of the Company. Upon receipt of payment, the Company
shall, without transfer or issue tax, deliver to the Optionee (or other person
entitled to exercise the Option) a certificate or certificates for such shares.
(e) Rights as a Shareholder. An Optionee shall have no rights as a
shareholder with respect to any shares covered by an Option until the date of
issuance of the stock certificate to the Optionee for such shares. Except as
otherwise expressly provided in the Plan, no adjustments shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.
(f) Nonassignability of Option. No Option shall be assignable or
transferable by an Optionee except by will or by the laws of descent and
distribution. During the lifetime of the Optionee, the Option shall be
exercisable only by him or her.
(g) Effect of Termination of Employment or Death. In the event that an
Optionee during his or her lifetime ceases to be an employee of the Company or
of any Subsidiary of the Company for any reason, including retirement, any
unexercisable portion of the Option shall terminate, and the portion thereof
which was otherwise exercisable on the date of termination of employment shall
expire unless exercised within a period of three (3) months from the date the
Optionee ceased to be an employee, but in no event after the expiration of five
(5) years from the date the Option was granted. In the event of the death of an
Optionee during the option period, the Option, to the extent exercisable on the
date of Optionee's death, shall be exercisable by his or her legal
representative, heirs or legatees within a period of twelve (12) months from the
date on which the Optionee died, but in no event after the expiration of five
(5) years from the date the Option was granted.
(h) Reorganization. In case the Company is merged or consolidated
with another corporation and the Company is not the surviving corporation, or in
case the property or stock of the Company is acquired by another corporation, or
in case of a separation, reorganization, recapitalization or liquidation of the
Company, the Board of Directors of the Company, or the Board of Directors of any
corporation assuming the obligations of the Company hereunder, shall either (i)
make appropriate provision for the protection of any outstanding Options by the
substitution on an equitable basis of appropriate stock of the Company, or of
the merged, consolidated or otherwise reorganized corporation which will be
issuable in respect of the shares of Common Stock of the Company, provided only
that the excess of the aggregate fair market value of the shares subject to
Option immediately after such substitution over the purchase price
-4-
<PAGE> 6
thereof is not more than the excess of the aggregate fair market value of the
shares subject to Option immediately before such substitution over the purchase
price thereof, or (ii) upon written notice to the Optionee provide that the
Option must be exercised within sixty (60) days of the date of such notice or
it will be terminated.
(i) General Restriction. Each Option shall be subject to the
requirement that if at any time the Board of Directors shall determine, in its
discretion, that the listing, registration or qualification of the shares
subject to such Option upon any securities exchange or under any state or
federal law, or the consent or approval of any government regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting of
such Option or the issue or purchase of shares thereunder, such Option may not
be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board of Directors.
(j) Restriction on Exercise of Option. For any incentive stock option
granted to an Eligible Employee under any incentive stock option plan of the
Company prior to January 1, 1987, such option shall not be exercisable while
there is outstanding any unexercised incentive stock option which was granted to
such Eligible Employee at an earlier time. For this purpose, an option which
has not been exercised in full is outstanding for the period which, under its
initial terms, it could have been exercised.
9. AMENDMENT OF THE PLAN
The Plan may at any time or from time to time be terminated, modified or
amended by the affirmative vote of not less than a majority of the votes
entitled to be cast thereon by the Company's shareholders. The Board of
Directors may at any time and from time to time terminate, modify or amend the
Plan in any respect, except that without shareholder approval the Board of
Directors may not (i) increase the maximum number of shares for which Options
may be granted under the Plan either in the aggregate or to any Eligible
Employee (other than increases due to changes in capitalization as referred to
in Section 4 hereof), or (ii) reduce the option price or waiting period (except
as otherwise expressly provided in the Plan in the case of a reorganization of
the Company as referred to in Section 8(h) hereof), or (iii) extend the period
during which Options may be granted or exercised, or (iv) change the class of
employees eligible for incentive stock options under Section 6 hereof, or (v)
otherwise materially modify (within the meaning of Rule 16(b)-3 of the
Securities Exchange Act of 1934, as amended) the requirements as to eligibility
for participation in the Plan, or (vi) otherwise materially increase (within the
meaning of Rule 16(b)-3 of the Securities Exchange Act of 1934, as amended) the
benefits accruing to participants under the Plan. The termination or any
modification or amendment of the Plan shall not, without the consent of an
Optionee, affect his or her rights under an Option or right previously granted
to him or her. With the consent of the Optionee affected, the Committee may
amend outstanding option Agreements in a manner not inconsistent with the Plan.
Without employee consent, the Board of Directors may at any time and from time
to time modify or amend outstanding option Agreements in such respects as it
shall deem necessary in order that Options granted hereunder shall comply with
the appropriate provisions of the Internal Revenue Code of 1986, as amended, and
regulations thereunder which are in effect from time to time respecting
"Qualified Incentive Options."
10. LIMITATION ON NUMBER OF SHARES THAT MAY BE PURCHASED
For Options granted under this Plan, the aggregate fair market value
(determined at the time the Option is granted) of the shares with respect to
which incentive stock options are exercisable for the first
-5-
<PAGE> 7
time by an Optionee during any calendar year (under all incentive stock option
plans of the Company) shall not exceed $100,000.
11. BINDING EFFECT
All decisions of the Board of Directors or the Committee involving the
implementation, administration or operation of the Plan or any offering under
the Plan shall be binding on the Company, all Eligible Employees participating
in the Plan, and all persons eligible or who become eligible to participate in
the Plan.
-6-
<PAGE> 1
EXHIBIT 5.1
<PAGE> 2
May 10, 1994
Board of Directors
Haverty Furniture Companies, Inc.
866 West Peachtree Street, NW
Atlanta, GA 30308
RE: Haverty Furniture Companies, Inc.
Registration Statement on Form S-8
500,000 Shares of $1.00 par value
Common Stock
1988 Incentive Stock Option Plan
Gentlemen:
We have acted as counsel for Haverty Furniture Companies, Inc. (the
"Company") in connection with the registration of 500,000 shares of its $1.00
par value Common Stock (the "Additional Shares") reserved to the Company's
1988 Incentive Stock Option Plan, (the "Plan") (such Additional Shares being
in addition to the shares reserved to the Plan which were covered by
Registration Statement No. 33-41150, dated June 12, 1991, and Registration
Statement No. 33-28539, dated May 2, 1989), pursuant to a registration
statement filed on Form S-8 (the "Registration Statement") pursuant to the
Securities Act of 1933, as amended, covering the said shares.
In connection therewith, we have examined the following:
(1) The Articles of Incorporation of the Company, as
amended, certified by the Secretary of State of the
State of Maryland;
(2) The By-Laws of the Company, as amended, certified as
complete and correct by the Secretary of the Company;
(3) The minute book of the Company, certified as correct
and complete by the Secretary of the Company;
(4) Certificate of Good Standing with respect to the
Company, issued by the Secretary of State of the
State of Maryland; and
(5) The Registration Statement, including all exhibits
thereto, as filed with the Securities and Exchange
Commission.
<PAGE> 3
Based upon such examination and upon examination of such other
instruments and records as we have deemed necessary, we are of the opinion
that:
(A) The Company has been duly incorporated under the laws
of the State of Maryland and is validly existing and
in good standing under the laws of that state.
(B) The Additional Shares covered by the Registration
Statement have been legally authorized and when
issued in accordance with the terms described in said
Registration Statement, will be validly issued, fully
paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement on Form S-8 and to the reference to this
firm under the caption "Legal Matters" in the Prospectus. In giving this
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Sincerely,
SMITH, GAMBRELL & RUSSELL
/s/ Helen T. Ferraro
--------------------
Helen T. Ferraro
HTF/dkaw
