Registration No.
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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FURNITURE BRANDS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 43-0337683
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 South Hanley Road, St. Louis, Missouri 63105
(Address of principal executive offices) (Zip Code)
FURNITURE BRANDS INTERNATIONAL, INC.
1999 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
------------------------
Lynn Chipperfield, General Counsel
Furniture Brands International, Inc.
101 South Hanley Road
St. Louis, Missouri 63105
(Name and address of agent for service)
314-863-1100
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered offering price aggregate fee
registered per share* offering price*
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Common Stock 2,250,000 $24.1875 $54,421,875 $15,129
(No par value) shares
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</TABLE>
*For the purpose of computing the registration fee only.
Pursuant to Rule 457(c), the average of the high and low prices,
as reported on the New York Stock Exchange on June 2, 1999.
Item 3. Incorporation of Certain Documents By Reference
The following documents filed with the Securities and
Exchange Commission (the "Commission") are incorporated herein by
reference and shall be deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1998;
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999;
3. The description of Furniture Brands Common Stock
contained in its Form 8 registration statement filed
with the Commission on June 29, 1992 and the
description of the associated Series A Junior
Participating Preferred Stock contained in its Form
8-A registration statement filed with the Commission
on July 31, 1998.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act 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 in this Registration
Statement and to be part hereof from the date of filing of such
documents. Any statement contained 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 statement. Any such 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. Interest of Named Experts and Counsel
The validity of the Furniture Brands Common Stock offered
hereby is being passed on for the Company by Lynn Chipperfield,
General Counsel of the Company. As of June 1, 1999, Mr.
Chipperfield is the beneficial owner of 8,000 shares of Common
Stock and has options to purchase 171,000 shares, 85,000 of which
are currently exercisable.
Item 6. Indemnification of Directors and Officers
Section 145 ("Section 145") of the Delaware General
Corporation Law permits indemnification of directors, officers,
agents and controlling persons of a corporation under certain
conditions and subject to certain limitations. Section 145
empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact
that such person is or was a director, officer or agent of the
corporation or another enterprise if serving at the request of
the corporation. Depending on the character of the proceeding, a
corporation may indemnify against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a
manner such person reasonably believed to be in or not opposed
to, the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe such person's conduct was unlawful. In the case of an
action by or in the right of the corporation, no indemnification
may be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought
shall determine that despite the adjudication of liability such
person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper. Section 145 further
provides that to the extent a director or officer of a
corporation has been successful in the defense of any action,
suit or proceeding referred to above or in the defense of any
claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
The Company's By-laws contain provisions for indemnification
of directors, officers, employees and agents which are
substantially the same as Section 145 and also permit the Company
to purchase insurance on behalf of any such person against any
liability asserted against such person and incurred by such
person in any such capacity, or arising out of such person's
status as such, whether or not the Company would have the power
to indemnify such person against such liability under the
foregoing provision of the By-laws. The Company maintains such
insurance.
Certain of the directors and former directors of the Company
have entered into and are the beneficiaries of indemnification
agreements with the Company. These agreements provide indemnity
protection for such persons which is substantially the same as
that authorized by the Delaware General Corporation Law and
provided for in the Company's By-laws.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4(a) Furniture Brands International, Inc.'s Restated
Certificate of Incorporation, as amended (Incorporated
by reference to Exhibit 3(a) to Furniture Brands
International Inc.'s report on Form 10-Q for the
quarter ended September 30, 1996).
4(b) By-Laws of Furniture Brands International, Inc. Revised
and Amended to May 6, 1998 (Incorporated by reference
to Exhibit 10(b) to Furniture Brands International,
Inc.'s report on Form 10-Q for the quarter ended March
31, 1999).
4(c) Rights Agreement, dated as of July 30, 1998, between
the Company and Bank of New York, as Rights Agent.
(Incorporated by reference to Exhibit 4(b) to Furniture
Brands International, Inc.'s Quarterly report on Form
10-Q for the quarter ended June 30, 1998.)
4(d) Certificate of Designations, Preferences and Rights of
Series A Junior Participating Preferred Stock of the
Company. (Incorporated by reference to Exhibit 4(c) to
Furniture Brands International, Inc.'s Report on From
10-Q for the quarter ended June 30, 1998.)
4(e) Furniture Brands International, Inc.'s 1999 Long-Term
Incentive Plan. (Incorporated by reference to Exhibit
10(b) to Furniture Brands International, Inc.'s report
on Form 10-Q for the quarter ended March 31, 1999.)
5 Opinion of Lynn Chipperfield, General Counsel of
Furniture Brands International, Inc., as to the
legality of the securities to be registered including
his consent.
23(a) Consent of KPMG LLP.
23(b) Consent of Lynn Chipperfield (included in Exhibit No.
5)
24 Power of Attorney
Item 9. Undertakings
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, as amended, (the "Securities Act"), each filing of the
registrant's annual report pursuant to section 13(a) or section
15(d) of the Exchange Act 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.
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;
(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 or any material
change to such information in the 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 Exchange Act that are incorporated by reference 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;
(2) 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.
(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.
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.
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 a
Registration Statement 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 County of St.
Louis, State of Missouri, on the 8th day of June, 1999.
Furniture Brands International, Inc.
By: /s/ W.G. Holliman
-------------------------------
W.G. Holliman
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities indicated on June 8, 1999.
Signature Title
--------- -----
W.G. Holliman President and Director
---------------------- (Principal Executive Officer)
(W.G. Holliman)
Katherine Button Bell* Director
-----------------------
(Katherine Button Bell)
Bruce A. Karsh* Director
-----------------------
(Bruce A. Karsh)
Donald E. Lasater* Director
-----------------------
(Donald E. Lasater)
Lee M. Liberman* Director
-----------------------
(Lee M. Liberman)
Richard B. Loynd* Director
------------------------
(Richard B. Loynd)
Malcom Portera* Director
------------------------
(Malcom Portera)
Albert E. Suter* Director
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(Albert E. Suter)
David P. Howard Vice President and Treasurer
------------------------- (Principal Financial
David P. Howard Officer)
Steven W. Alstadt Controller
------------------------- (Principal Accounting
Steven W. Alstadt Officer)
*This Registration Statement is hereby signed on behalf of
each of the persons so designated by the undersigned pursuant to
powers of attorney duly executed by such persons and filed with
the Securities and Exchange Commission as an exhibit to this
Registration Statement.
Lynn Chipperfield
-----------------------
Lynn Chipperfield
Attorney-in-Fact
Exhibit 5
June 8, 1999
Furniture Brands International, Inc.
101 South Hanley Road
St. Louis, MO 63105
Gentlemen:
I am General Counsel of Furniture Brands International, Inc.
(hereinafter called the "Corporation") and am familiar with the
Registration Statement on Form S-8 being filed today by the
Corporation with the Securities and Exchange Commission in
connection with the registration under the Securities Act of
1933, as amended, (the "Act") covering the registration of
2,250,000 additional shares of its Common Stock, stated value
$1.00 per share, of the Corporation (the "Common Stock") which
have been authorized for issuance pursuant to the 1999 Long-Term
Incentive Plan, (hereinafter referred to as the "1999 Plan").
I am familiar with the Corporation's Restated Certificate
of Incorporation, as amended, its corporate history and the
proceedings relative to the authorization and issuance of its
outstanding Common Stock pursuant to the exercise of options and
the issuance of Stock Appreciation Rights, Performance Shares and
Restricted Stock under the above 1999 Plan, and I have examined
such documents, records and matters of law as I have deemed
necessary for purposes of this opinion.
Based upon the foregoing, it is my opinion that (a) when
the applicable provisions of the Act and such "Blue Sky" or
securities laws as may be applicable shall have been complied
with and (b) when issued in accordance with the terms of the
options and 1999 Plan, the Common Stock so issued will be duly
authorized, validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving this consent I
do not admit that I am within the category of persons whose
consent is required by Section 7 of the Act or the rules and
regulations promulgated thereunder.
Very truly yours,
Lynn Chipperfield
Vice President
Exhibit 23(a)
Independent Auditor's Consent
The Board of Directors
Furniture Brands International, Inc.:
We consent to incorporation by reference in the registration
statement on Form S-8 of Furniture Brands International, Inc. of
our report dated January 29, 1999, relating to the consolidated
balance sheets of Furniture Brands International, Inc. and
subsidiaries as of December 31, 1998 and 1997, and related
consolidated statements of operations, shareholders' equity, and
cash flows and related schedule for each of the years in the
three-year period ended December 31, 1998, which report appears
in the December 31, 1998 annual report on Form 10-K of Furniture
Brands International, Inc.
KPMG LLP
St. Louis, Missouri
June 7, 1999
Exhibit 24
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS that each of the undersigned
does hereby nominate, constitute and appoint Lynn Chipperfield
and David P. Howard, or either of them, as his agent and
attorney-in-fact, in his or her name to execute on behalf of the
undersigned a Registration Statement on Form S-8 to be filed with
the Securities and Exchange Commission under the Securities Act
of 1933, as amended, in connection with the registration under
said Act of shares of Common Stock of Furniture Brands
International, Inc. (the "Company") to be issued pursuant to
grants made under the 1999 Long-Term Incentive Plan, the
authority herein given to include execution of amendments to any
part of such Registration Statement and generally to do and
perform all things necessary to be done in the premises as fully
and effectively in all respects as the undersigned could do if
personally present.
IN WITNESS WHEREOF this Power of Attorney has been executed
in counterparts by individuals listed below as of the 28th day of
May, 1999.
W.G. Holliman Lee Liberman
--------------------- ----------------------
W.G. Holliman Lee Liberman
Katherine Button Bell Richard B. Loynd
---------------------- -----------------------
Katherine Button Bell Richard B. Loynd
Bruce A. Karsh Malcom Portera
---------------------- -----------------------
Bruce A. Karsh Malcom Portera
Donald E. Lasater Albert E. Suter
---------------------- -----------------------
Donald E. Lasater Albert E. Suter
