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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 1998
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KRAUSE'S FURNITURE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 5710 77-0310773
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYEE
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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200 NORTH BERRY STREET
BREA, CALIFORNIA 92821-3903
(714) 990-3100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
PHILIP M. HAWLEY
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
KRAUSE'S FURNITURE, INC.
200 NORTH BERRY STREET
BREA, CALIFORNIA 92821-3903
(714) 990-3100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES OF ALL COMMUNICATIONS TO BE SENT TO:
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JUDITH OLSON LASKER, ESQ. STEVEN D. PIDGEON, ESQ.
KRAUSE'S FURNITURE, INC. MICHAEL B. MALEDON, ESQ.
200 NORTH BERRY STREET, J. MICHAEL CHRISTOPHER, ESQ.
BREA, CALIFORNIA 92821-3903 SNELL & WILMER LLP
714-990-3100 ONE ARIZONA CENTER
AND PHOENIX, ARIZONA 85004-0000
MICHAEL J. CONNELL, ESQ. 602-382-6000
MORRISON & FOERSTER LLP
555 WEST FIFTH STREET
LOS ANGELES, CALIFORNIA 90013-1024
213-892-5200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this registration statement.
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, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-43111
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. [ ]
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF AMOUNT OF
SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PRICE PER UNIT(1) OFFERING PRICE(1) FEE(1)
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Common Stock, par value
$.001..................... 220,000 shares $3.00 $660,000 $194.70
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(1) Estimated solely for purpose of calculating the amount of the registration
fee in accordance with Rule 457(c) under the Securities Act of 1933.
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EXPLANATORY NOTE
This registration statement is being filed with respect to the registration of
additional shares of Common Stock, $.001 par value, of Krause's Furniture, Inc.,
a Delaware corporation (the "Company") pursuant to Rule 462(b) under the
Securities Act of 1933, as amended ("Rule 462(b)"). Pursuant to Rule 462(b) and
the provisions of General Instruction V of Form S-1, the contents of the
Registration Statement of the Company on Form S-1 (File No. 333-43111),
including the exhibits thereto, are incorporated by reference into this
registration statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement on Form S-1 to be signed
on its behalf by the undersigned, thereunto duly authorized in the City of Brea,
County of Orange, State of California, on March 31, 1998.
KRAUSE'S FURNITURE, INC.
By: /s/ ROBERT A. BURTON
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Robert A. Burton
Senior Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-1 has been signed on March 31, 1998 by the
following persons or their respective attorneys-in-fact in the capacities
indicated.
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SIGNATURE TITLE
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/s/ PHILIP M. HAWLEY * Chairman of the Board and Chief Executive Officer
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Philip M. Hawley
/s/ ROBERT A. BURTON Senior Vice President and Chief Financial Officer
- ----------------------------------------------------- (Principal Financial Officer, Principal Accounting
Robert A. Burton Officer)
/s/ THOMAS M. DELITTO * Vice Chairman of the Board
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Thomas M. DeLitto
/s/ KAMAL G. ABDELNOUR * Director
- -----------------------------------------------------
Kamal G. Abdelnour
/s/ JEFFREY H. COATS * Director
- -----------------------------------------------------
Jeffrey H. Coats
/s/ PETER H. DAILEY * Director
- -----------------------------------------------------
Peter H. Dailey
/s/ JOHN A. GAVIN * Director
- -----------------------------------------------------
John A. Gavin
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*By: /s/ ROBERT A. BURTON
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Robert A. Burton
Attorney-In-Fact
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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5.1 Opinion of Morrison & Foerster LLP with respect to legality.
23.1 Consent of Morrison & Foerster LLP (included in its opinion
filed as Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Arthur Andersen LLP, Independent Public
Accountants.
24.1 Power of Attorney. Reference is made to page II-7 of
Registrant's Form S-1 dated December 23, 1997 (File No.
333-43111).
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EXHIBIT 5.1
[Morrison & Foerster Letterhead]
March 31, 1998
Krause's Furniture, Inc.
200 North Berry Street
Brea, CA 92821-3903
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-1
(the "Registration Statement") filed by Krause's Furniture, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission on
March 31, 1998 pursuant to Rule 462(b) of the Securities Act of 1993, as
amended, (the "Act"), relating to the registration under the Act of up to
220,000 shares of the Company's common stock, $.001 par value (the "Stock"),
subject to the underwriters' over-allotment option, which are to be offered and
sold by the Company. The Stock is to be sold to the underwriters named in the
Registration Statement on Form S-1 filed by the Company with the Securities and
Exchange Commission on December 23, 1997, Amendment No. 1 thereto filed on
February 18, 1998, Amendment No. 2 thereto filed on March 11, 1998 and
Amendment No. 3 thereto filed on March 26, 1998 for resale to the public.
As counsel to the Company, we have examined the proceedings taken by the
Company in connection with the issuance and sale by the Company of the Stock.
We are of the opinion that the shares of Stock to be offered and sold by
the Company have been duly authorized and, when issued and sold by the Company
in the manner described in the Registration Statement and the related
Prospectus, in accordance with the resolution adopted by the Board of Directors
of the Company, will be legally issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement, the prospectus constituting a part thereof and any amendments
thereto.
Very truly yours,
Morrison & Foerster LLP
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-1 of Krause's Furniture, Inc. filed pursuant to Rule 462(b) under the
Securities Act of 1933 for the registration of 220,000 shares of its common
stock, of our reports dated March 28, 1997, except Note 2, as to which the date
is December 17, 1997, with respect to the consolidated financial statements and
schedule of Krause's Furniture, Inc. as of February 2, 1997 and for the years
ended February 2, 1997 and January 28, 1996, included in the Registration
Statement (Form S-1 No. 333-43111) and related Prospectus of Krause's Furniture,
Inc.
Orange County, California
March 27, 1998
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EXHIBIT 23.3
CONSENT OF ARTHUR ANDERSEN LLP, INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-1 filed pursuant to Rule
462(b) under the Securities Act of 1933, of our reports dated March 11, 1998,
included in the Company's previously filed registration statement No.
333-43111.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Orange County, California
March 27, 1998
