As filed with the Securities and Exchange Commission on December 24, 1996
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
Registration Statement
Under
The Securities Act of 1933
FALCON PRODUCTS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 43-0730877
(State of Incorporation) (I.R.S. Employer
Identification No.)
9387 Dielman Industrial Drive
St. Louis, Missouri 63132
(314) 991-9200
(Address, including ZIP code, and telephone
number, including area code, of
Registrant's principal executive
offices)
Michael J. Dreller
Chief Financial Officer
9387 Dielman Industrial Drive
St. Louis, Missouri 63132
(314) 991-9200
(Name, address, including ZIP code, and
telephone number, including area code, of agent for service)
The Commission is requested to send copies of all communications to:
Robert H. Wexler, Esq.
Gallop, Johnson & Neuman, L.C.
101 South Hanley Road
St. Louis, Missouri 63105
(314)862-1200
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
<PAGE>
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price registration fee
- ---------------- -------------- --------- -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock 316,400 $14.4375 $4,568,025.00 $1,384.25
$.02 par value
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, based on the
average of the high and low prices on December 20, 1996 as reported on
the New York Stock Exchange.
</FN>
</TABLE>
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PRELIMINARY PROSPECTUS
316,400 Shares
FALCON PRODUCTS, INC.
Common Stock
This Prospectus relates to the offer and sale of up to 316,400 shares
of Common Stock, $.02 par value (the "Common Stock"), of Falcon Products, Inc.,
a Delaware corporation (the "Company"). All of the Common Stock being registered
may be offered and sold from time to time by a stockholder of the Company. See
"Selling Stockholder."
The Company will not receive any proceeds from the sale of the Common
Stock. All expenses incurred in connection with this offering are being borne by
the Company, other than any commissions or discounts paid or allowed by the
Selling Stockholder to dealers, brokers or agents. See "Plan of Distribution."
The outstanding shares of Common Stock of the Company are listed on
the New York Stock Exchange under the symbol "FCP." The last reported sale price
of the Common Stock as reported on the New York Stock Exchange on December 20,
1996, was $14.375 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is December ___, 1996.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS (INCLUDING THE
MATERIAL INCORPORATED HEREIN BY REFERENCE) AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR BY ANY OTHER PERSON DEEMED TO BE AN UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER
TO BUY THE SHARES COVERED BY THIS PROSPECTUS BY ANYONE IN ANY STATE IN WHICH
SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended
October 28, 1995, and the Company's Quarterly Reports on Form 10-Q for the three
month periods ended January 27, 1996, April 27, 1996 and July 27, 1996 as
previously filed with the Commission pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are hereby incorporated by
reference in this Prospectus, and shall be deemed to be a part hereof.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this
offering shall be deemed incorporated by reference in this Prospectus.
Any statement contained in a document incorporated or deemed
incorporated by reference herein shall be deemed to be modified or superseded
for all purposes of this Prospectus to the extent that a statement contained
herein or in any subsequently filed document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Registration Statement or this
Prospectus.
The Company will provide, without charge, to each person to whom a
Prospectus is delivered, upon written or oral request of such person, a copy of
any and all of the information that has been incorporated by reference herein,
other than Exhibits thereto (unless such Exhibits are specifically incorporated
by reference therein). Requests for such information should be directed to
Falcon Products, Inc., 9387 Dielman Industrial Drive, St. Louis, Missouri 63132,
Attention Michael J. Dreller, Chief Financial Officer, Telephone (314) 991-9200.
2
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Exchange Act, and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). In addition, the Company has filed with the Commission a
Registration Statement on Form S-3 under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits and schedules filed therewith. For further
information with respect to the Company and the Common Stock offered hereby,
reference is hereby made to such Registration Statement and to the exhibits and
schedules filed therewith, as permitted by the rules and regulations of the
Commission. Statements made in this Prospectus regarding the contents of any
contract or other document referred to herein as an exhibit to the Registration
Statement are qualified in all respects by such reference. Such Registration
Statement (including the exhibits and schedules thereto), reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549; at its New York Regional Office, Room 1400, 7 World
Trade Center, New York, New York 10048; and at its Chicago Regional Office, 500
West Madison, Suite 1400, Chicago, Illinois 60661-2511. Copies of such materials
can be obtained at prescribed rates from the public reference section of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 or
retrieved electronically via the Internet at the Commission's Web site
(http://www.sec.gov). Such Registration Statement (including the exhibits and
schedules thereto), reports, proxy statements and other information concerning
the Company may also be inspected at The New York Stock Exchange, 20 Broad
Street New York, New York 10005 on which the Common Stock is listed.
Except for the historical information contained herein, the discussion in this
Registration Statement contains forward-looking statements that involve risks
and uncertainties. The Company's actual results could differ materially from
those discussed here. Factors that could cause or contribute to such differences
include those set forth herein, as well as those discussed in documents
incorporated herein by reference.
THE COMPANY
Falcon Products, Inc., a Delaware corporation, the issuer of the
shares of Common Stock covered by this Prospectus, (the "Company") designs,
manufactures and markets an extensive line of furniture and related products for
the foodservice, office and lodging industries, including table bases, table
tops, metal and wood chairs, booths, interior decor systems and wire shelving.
The Company manufactures most of its products to customer order from basic raw
materials. The Company markets its products to a wide variety of customers,
including wholesale distributors, buying groups, architectural design firms,
office furniture dealers and end users, through a combination of its own direct
factory sales force and independent manufacturer's representatives.
The Company has its principal executive offices at 9387 Dielman
Industrial Drive, St. Louis, Missouri 63132, and its telephone number is (314)
991-9200.
3
<PAGE>
USE OF PROCEEDS
The shares of Common Stock will be sold by the Selling Stockholder
solely for his own account from time to time, and the Company will not receive
any proceeds from any such sales. The Company will pay all expenses incurred in
connection with the offering of the shares of Common Stock hereunder, other than
any commissions or discounts paid or allowed by the Selling Stockholder to any
dealers or brokers. See "Selling Stockholder."
SELLING STOCKHOLDER
The Selling Stockholder acquired the shares being offered hereby in
connection with the Company's acquisition of T. L. Spriggs Corporation, a
corporation in which the Selling Stockholder owned all of the outstanding
capital stock. The following table sets forth information with respect to the
beneficial ownership of the shares of Common Stock by the Selling Stockholder as
of December 20, 1996, all of which may be offered from time to time hereby. The
person named has sole voting and investment power with respect to the shares
indicated.
Shares Owned Shares Owned
Prior to Offering Number of After Offering
----------------- --------- --------------
Shares to
Name Number Percentage be Sold Number Percentage
- ---- ------ ---------- ------- ------ ----------
Tony L. Spriggs 316,400(1) 3.3% 316,400 0 --
(1) Includes 75,000 shares to be issued to the Selling Shareholder over the
course of he next three years pursuant to terms of the acquisition
agreement.
PLAN OF DISTRIBUTION
All sales will be made in ordinary brokers' or dealers' transactions
or in privately negotiated transactions at prevailing market prices. Any
commission payable in connection with any such transaction shall be paid by the
Selling Stockholder. Prior to the effective date of this Prospectus, neither the
Company nor the Selling Stockholder has entered into any agreement, arrangement
or understanding with any broker or dealer with regard to the shares of Common
Stock to be sold by the Selling Stockholder.
The Company has advised the Selling Stockholder of his obligation
under the Securities Act to deliver copies of this Prospectus to the purchaser
of his shares of Common Stock.
All presently outstanding shares of Common Stock of the Company to be
sold by the Selling Stockholder have been duly authorized and validly issued,
and are fully paid and nonassessable.
4
<PAGE>
DESCRIPTION OF CAPITAL STOCK
Authorized and Outstanding Capital Stock
The Company's Restated Certificate of Incorporation, (the
"Certificate") provides for an authorized capital of 20,000,000 shares of Common
Stock, par value $.02 per share. As of December 9, 1996, 9,757,193 shares of
Common Stock are outstanding. The following summary description of the Common
Stock is qualified in its entirety by reference to the Certificate.
Common Stock
Holders of Common Stock are entitled to one vote per share for the
election of directors and other corporate matters. Holders of Common Stock are
entitled to cumulative voting rights and accordingly, at all election of
directors of the Company, each holder of Common Stock is entitled to cast votes
in an amount equal to the number of votes which he would otherwise be entitled
to cast for the election of directors multiplied by the number of directors to
be elected, and may cast all of such votes for a single director or may
distribute them among the number of directors to be voted for or any two or more
of them as such stockholder sees fit. The holders of Common Stock are entitled
to dividends in such amounts and at such times as may be declared by the Board
of Directors of the Company out of funds legally available therefor. Upon
liquidation or dissolution, holders of Common Stock are entitled to share
ratably in all net assets available for distribution to stockholders after
payment of any liquidation preferences to holders of any outstanding shares of
preferred stock. The Common Stock is not subject to any preemptive rights. All
outstanding shares of Common Stock are, and the shares of Common Stock to be
issued by the Company in this offering when issued will be, duly authorized,
validly issued, fully paid and nonassessable.
Special Provisions of the Certificate and Delaware Law
The Company is a Delaware corporation and is subject to Section 203 of
the Delaware General Corporation Law. In general, Section 203 prevents an
"interested stockholder" (defined generally as a person owning 15% or more of a
corporation's outstanding voting stock) from engaging in a "business
combination" (as defined) with a Delaware corporation for three years following
the date such person became an interested stockholder unless: (i) before such
person became an interested stockholders, the board of directors of the
corporation approved the transaction in which the interested stockholder became
an interested stockholder or approved the business combination; (ii) upon
consummation of the transaction that resulted in the interested stockholder
becoming an interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time the
transaction commenced (excluding stock held by directors who are also officers
of the corporation and by employee stock plans that do not provide employees
with the rights to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer); or (iii) on or following
the transaction in which such person became an interested stockholder, the
business combination is approved by the board of directors of the corporation
and approved at a meeting of stockholders by the affirmative vote of the holders
of at least two-thirds of the outstanding voting stock of the corporation not
owned by the interested stockholder. Under Section 203, the restrictions
described above also do not apply to certain business combinations proposed by
an interested stockholder following the earlier of the announcement or
notification of one of certain extraordinary transactions involving the
corporation and a person who had not been an interested stockholder during the
previous three years or who became an interested stockholder with the approval
of a majority of the corporation's directors, if such extraordinary transaction
is approved or not opposed by a majority of the directors who were directors
prior to any person becoming an interested stockholder during the previous three
years or were recommended for election or elected to succeed such directors by a
majority of such directors.
5
<PAGE>
The Company's Certificate (and Bylaws) provide for a classified Board
of Directors with three classes serving staggered three year terms so that
approximately one-third of the directors will be elected at each annual meeting.
The foregoing provisions could delay or frustrate the removal of
incumbent directors or a change in control of the Company. The provisions could
also discourage or make more difficult a merger, tender offer or proxy contest,
even if such would be favorable to the interests of stockholders.
Section 102(b)(7) of the Delaware General Corporation Law authorizes
corporations to limit or eliminate the personal liability of directors to
corporations and their stockholders for monetary damages for breach of
directors' fiduciary duty of care. The duty of care requires that, when acting
on behalf of the corporation, directors must exercise an informed business
judgment based on all material information reasonably available to them. Absent
the limitations now authorized by such legislation, directors are accountable to
corporations and their stockholders for monetary damages for conduct
constituting gross negligence in the exercise of their duty of care. Although
Section 102(b) does not change directors' duty of care, it enables corporations
to limit available relief to equitable remedies such as injunction or
rescission. The Certificate limits the liability of the directors to the Company
or its stockholders (in their capacity as directors but not in their capacity as
officers) to the fullest extent permitted by Section 102(a). Specifically,
directors of the Company will not be personally liable for monetary damages for
breach of a director's fiduciary duty as a director, except for liability; (i)
for any breach of the director's duty of loyalty to the Company or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under Section 174 of
the Delaware General Corporation Law; or (iv) for any transaction from which the
director derived an improper personal benefit.
Transfer Agent
The transfer agent and registrar for the Common Stock is the Boatmen's
Trust Company, St. Louis, Missouri.
LEGAL MATTERS
The validity of the Common Stock is being passed upon for the Company
by Gallop, Johnson & Neuman, L.C., 101 South Hanley Road, St. Louis, Missouri.
EXPERTS
The consolidated financial statements of Falcon Products, Inc., as of
October 28, 1995 and October 29, 1994, incorporated by reference in the
Company's Annual Report on Form 10-K for the fiscal year ended October 28, 1995,
have been audited by Arthur Andersen LLP, independent public accountants, as set
forth in their reports thereon included and incorporated by reference therein
and incorporated herein by reference. The consolidated financial statements of
the Company have been incorporated by reference herein in reliance upon the
reports of Arthur Andersen LLP given upon the authority of such firm as experts
in accounting and auditing.
6
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following represents the Registrant's estimate of expenses payable
in connection with the sale and distribution of the shares registered hereby*:
Estimated
Type of Expense Amount
--------------- ------
Commission Registration Fee................. $ 1,385
Legal and Accounting Fees
and Expenses.............................. 3,500
Miscellaneous............................... 615
--------
Total.............................. $ 5,500
- ----------------
*The Selling Stockholder will pay any sale commissions incurred in connection
with his sale of shares registered hereunder.
Item 15. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
permits indemnification by a corporation of certain directors, officers,
employees and agents. Consistent therewith, Article IX of the Registrant's
Restated Bylaws requires that the Registrant, to the fullest extent permitted by
Section 145, as amended from time to time, indemnify all persons whom it may
indemnify pursuant thereto. Article IX also provides that expenses incurred by a
director, officer, employee or agent of the Registrant in defending a civil or
criminal action, suit or proceeding will be paid by the Registrant in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director, officer, employee or agent to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the Registrant as authorized.
The Registrant maintains a claims-made policy of directors' and
officers' liability and company reimbursement insurance. The directors' and
officers' liability portion of such policy covers all directors and officers of
the Registrant and subsidiary companies, more than 50 percent of the outstanding
voting stock of which is directly or indirectly owned by the Registrant. The
policy provides for a payment on behalf of the directors and officers up to the
policy limits for all Losses (as defined) which the directors and officers, or
any of them, shall become legally obligated to pay, from claims made against
them during the policy period for Wrongful Acts (as defined), which include:
errors, misstatements, misleading statements, acts or omissions and neglect or
breach of duty in the discharge of their duties, solely in their capacity as
directors and officers of the Registrant or a subsidiary thereof, individually
or collectively, or in connection with any matter claimed against them solely by
reason of their being directors or officers of the Registrant or such
subsidiary. The insurance includes the cost of defenses, appeals, bonds,
settlements and judgments. The insurers' limits of liability under the policy is
$6,000,000 for all Losses per year. The policy contains various reporting
requirements and exclusions and also provides coverage for the Registrant, its
directors and officers, against loss, liability, cost or expense (as defined)
incurred under the federal securities laws.
II-1
<PAGE>
Item 16. Exhibits
(a) Exhibits.
See Exhibit Index.
(b) Financial Statement Schedules
None.
Item 17. Undertakings
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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
The 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 this registration statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if 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 Section 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.
II-2
<PAGE>
(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.
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, (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 this
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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of St. Louis, State of Missouri, on the 23rd day of
December, 1996.
FALCON PRODUCTS, INC.
By: /s/ Franklin A. Jacobs
-----------------------
Franklin A. Jacobs
Chairman of the Board
and Chief Executive Officer
Each of the undersigned hereby appoints Franklin A. Jacobs and Michael
J. Dreller, and each of them (with full power to act alone), as attorneys and
agents for the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 any and all amendments
and exhibits to this Registration Statement and any and all applications,
instruments and other documents to be filed with the Securities and Exchange
Commission pertaining to the registration of the securities covered hereby, with
full power and authority to do and perform any and all acts and things
whatsoever requisite or desirable.
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.
Signature Title Date
--------- ----- ----
/s/ Franklin A. Jacobs Chairman of the Board, Chief December 23, 1996
Franklin A. Jacobs Executive Officer and Director
/s/ Michael J. Dreller Chief Financial Officer December 23, 1996
Michael J. Dreller (principal financial and
accounting officer)
- --------------------- Director -----------, 1996
Raynor E. Baldwin
/s/ Donald P. Gallop Director December 23, 1996
Donald P. Gallop
/s/ James L. Hoagland Director December 23, 1996
James L. Hoagland
/s/ S. Lee Kling Director December 23, 1996
S. Lee Kling
/s/ Lee M. Liberman Director December 23, 1996
Lee M. Liberman
- --------------------- Director -----------, 1996
Alan Peters
/s/ Darryl Rosser Director December 23, 1996
Darryl Rosser
- --------------------- Director -----------, 1996
James Schneider
S-1
<PAGE>
FORM S-3
FALCON PRODUCTS, INC.
EXHIBIT INDEX
Exhibit
Number Description Page
- ------ ----------- ----
5.1 Opinion of Gallop, Johnson & Neuman, L.C.
23.1 Consent of Arthur Andersen LLP, independent public
accountants
23.2 Consent of Gallop, Johnson & Neuman, L.C. (included
in Exhibit 5.1)
24.1 Power of Attorney (included in signature page of
registration statement)
E-1
December 23, 1996
Falcon Products, Inc.
9387 Dielman Industrial Drive
St. Louis, Missouri 63132
Ladies and Gentlemen:
We have acted as counsel to Falcon Products, Inc. (the "Company") in
connection with the Registration Statement on Form S-3, File No. 333-___________
(such Registration Statement, including any and all amendments and exhibits
thereto being referred to herein as the "Registration Statement") filed by the
Company under the Securities Act of 1933, as amended, related to the proposed
sale by the selling shareholder named in the Registration Statement (the
"Selling Shareholder") of up to 316,400 shares of the Company's Common Stock,
$.02 par value (the "Shares").
We have examined such corporate records of the Company, such laws and
other information as we have deemed relevant, including the Company's Restated
Certificate of Incorporation, Restated Bylaws, resolutions adopted by the Board
of Directors of the Company relating to such offering and certificates received
from state officials. In delivering this opinion, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and the conformity to the originals of all documents submitted to
us as certified, photostatic or conformed copies.
Based solely on the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing and in good
standing under the laws of the State of Delaware.
2. The Common Stock being offered by the Selling Shareholder is, or,
with respect to those Shares not currently issued, when issued
will be, validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. We further consent to the use of our name in the
Registration Statement and the related Prospectus in the section of the
Prospectus entitled "LEGAL MATTERS." We also consent to your filing copies of
this opinion as an exhibit to the Registration Statement with agencies of such
states as you deem necessary in the course of complying with the laws of such
states regarding issuance of the common stock being sold.
Very Truly Yours,
/s/ GALLOP, JOHNSON & NEUMAN, L.C.
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Falcon Products, Inc.:
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated December 8,
1995, included in the Company's Form 10-K for the year ended October 28, 1995,
and to all references to our firm included in this registration statement.
/s/ ARTHUR ANDERSEN & CO.
St. Louis, Missouri
December 23, 1996
