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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 2000
REGISTRATION NO. 333-_____
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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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KRAUSE'S FURNITURE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-0310773
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
200 NORTH BERRY STREET
BREA, CALIFORNIA 92621-3903
(714) 990-3100
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
KRAUSE'S FURNITURE, INC.
1997 STOCK INCENTIVE PLAN
(Full Title of Plans)
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PHILIP M. HAWLEY
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
KRAUSE'S FURNITURE, INC.
200 NORTH BERRY STREET
BREA, CALIFORNIA 92621-3903
(714) 990-3100
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
---------------
Copies to:
CHARLES S. KAUFMAN, ESQ. JUDITH OLSON LASKER, ESQ.
MORRISON & FOERSTER LLP GENERAL COUNSEL, SECRETARY
555 WEST FIFTH STREET KRAUSE'S FURNITURE, INC.
LOS ANGELES, CALIFORNIA 90013-1024 200 NORTH BERRY STREET
213-892-5200 BREA, CALIFORNIA 92821-3903
714-990-3100
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED BE REGISTERED PER SHARE PRICE REGISTRATION FEE
- ------------------------- ------------------ ------------------ -------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par
value per share.......... 2,500,000 shares $1.46875 (1) $3,671,875 (1) $ 969.38
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</TABLE>
(1) Pursuant to Rule 457(c) and Rule 457(h)(1) under the Securities Act, the
proposed maximum offering price per share and the proposed maximum aggregate
offering price for shares subject to awards that have not been issued have
been determined on the basis of the average of the high and low prices
reported on the American Stock Exchange on May 19, 2000.
In addition, pursuant to Rule 416(c) under the Securities Act, this Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
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EXPLANATORY NOTE
This Registration Statement relates to and registers an additional
2,500,000 shares of Common Stock, $.001 par value, of Krause's Furniture, Inc.
for issuance under its 1997 Stock Incentive Plan, which was amended to include
the additional shares on May 17, 2000. Under General Instruction E to Form S-8,
the information contained in the Registrant's registration on Form S-8,
Registration No. 333-59317, as filed with the Securities and Exchange Commission
on July 17, 1998 is currently effective and is hereby incorporated herein by
reference thereto. The securities registered hereunder are the same class as the
securities previously registered under Registration Statement No. 333-59317.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Krause's Furniture, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:
(a) The Registrant's Annual Report on Form 10-K for the 47-week
transition period ended December 26, 1999, as filed with the Commission on April
3, 2000 (File No. 001-13981).
(b) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A (File No. 001-13981).
(c) All other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the
end of the fiscal year covered by the audited financial statements described in
(a) above.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, filed after the date
hereof and 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 into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document 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 statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
contains detailed provisions on indemnification of directors and officers
against expenses, judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with legal proceedings. Section 102(a)(7) of
the DGCL permits a provision in the certificate of incorporation of each
corporation organized thereunder, such as the Company, eliminating or limiting,
with certain exceptions, the personal liability of a director of the corporation
to its stockholders for monetary damages for breach of fiduciary duty as a
director. The Certificate of Incorporation of the Company eliminates the
liability of each of its directors to its stockholders or the Company for
monetary damages for breach of fiduciary duty to the full extent provided by the
DGCL, as such law exists or may hereafter be amended.
Indemnification applies to any threatened, pending or completed action,
suit or proceeding, whether, civil, criminal, administrative or investigative.
Indemnification may include all expenses (including attorneys' fees, judgments,
fines, ERISA excise taxes and amounts paid in settlement) reasonably incurred by
the indemnified person.
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The Company maintains a directors' and officers' liability and
reimbursement insurance policy intended to reimburse the Company for any
payments made by it pursuant to its indemnification obligations.
The foregoing statements are subject to the detailed provisions of
Section 102(a)(7) of the DGCL and the Certificate of Incorporation of the
Company, as applicable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Krause's Furniture, Inc., 1997 Stock Incentive Plan (Incorporated
by reference to Appendix A of the Company's Proxy Statement on
Schedule 14A filed with the Commission on April 20, 2000 (File No.
001-13981).
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants
23.2 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)
24.1 Power of Attorney (See page II-5)
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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:
(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 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 this Registration
Statement or any material change to such information in the Registration
Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(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 this 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 herein, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 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.
(c) 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 provisions described in Item 6 above or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities 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 by a director, officer or controlling person of the Registrant in the
successful defense or 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 and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Krause's Furniture, Inc., 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 Brea, State of
California, on May 22, 2000.
KRAUSE'S FURNITURE, INC.
By: /s/ Robert A. Burton
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Robert A. Burton
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Philip M. Hawley, Robert
A. Burton and Judith O. Lasker, and each of them, as his true and lawful
attorneys-in-fact and agents, jointly and severally, with full power of
substitution and resubstitution, for and in his stead, in any and all
capacities, to sign on his behalf this Registration Statement on Form S-8 and to
execute any amendments thereto (including post-effective amendments) or
certificates that may be required in connection with this Registration
Statement, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission
and granting unto said attorneys-in-fact and agents, and each of them, jointly
and severally, the full power and authority to do and perform each and every act
and thing necessary or advisable to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, jointly or severally, or their or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Philip M. Hawley Chairman of the Board and Chief May 22, 2000
- ------------------------------------- Executive Officer
Philip M. Hawley (Principal Executive Officer)
Director and Vice Chairman of ____________
- ------------------------------------- the Board
Thomas M. DeLitto
/s/ Robert A. Burton Executive Vice President and May 22, 2000
- ------------------------------------- Chief Financial Officer (Principal
Robert A. Burton Financial Officer and Principal
Accounting Officer)
/s/ Kamal G. Abdelnour Director May 22, 2000
- -------------------------------------
Kamal G. Abdelnour
/s/ Jeffrey H. Coats Director May 22, 2000
- -------------------------------------
Jeffrey H. Coats
Director ____________
- -------------------------------------
Peter H. Dailey
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
Director May 22, 2000
/s/ John A. Gavin
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John A. Gavin
/s/ George Hashbarger Director May 22, 2000
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George Hashbarger
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT
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<S> <C>
4.1 Krause's Furniture, Inc., 1997 Stock Incentive Plan (Incorporated
by reference to Appendix A of the Company's Proxy Statement on
Schedule 14A filed with the Commission on April 20, 2000 (File
No. 001-13981).
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants
23.2 Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-5)
</TABLE>
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EXHIBIT 5.1
[On Morrison & Foerster LLP Letterhead]
May 23, 2000
Krause's Furniture, Inc.
200 North Berry Street
Brea, California
92621-3903
Re: Registration Statement for Offering of an aggregate of 2,500,000
Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of 2,500,000 shares of Common
Stock issuable pursuant to the Company's 1997 Stock Incentive Plan, as amended
(the "Plan"). We advise you that, in our opinion, when such shares have been
issued and sold pursuant to the provisions of the Plan and in accordance with
the Registration Statement, such shares will be duly authorized, validly
issued, fully paid and non-assessable shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Morrison & Foerster LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated April 3, 2000
included in Krause's Furniture, Inc.'s Form 10-K for the 47 week transition
period ended December 26, 1999 and to all references to our Firm included in
this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Orange County, California
May 17, 2000
