<PAGE>
As filed with the Securities and Exchange Commission on May 3, 1996.
Registration No.____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------
LADD FURNITURE, INC.
(Exact name of issuer as specified in its charter)
North Carolina 56-1311320
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Plaza Center, Box HP-3
High Point, North Carolina 27261-1500
(Address of principal executive offices) (Zip Code)
LADD FURNITURE, INC.
1994 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
William S. Creekmuir
Executive Vice President, Secretary, Treasurer
and Chief Financial Officer
LADD Furniture, Inc.
One Plaza Center, Box HP-3
High Point, North Carolina 27261-1500
(910) 889-0333
(Name, address and telephone number of agent for service)
Copies to
Robert E. Esleeck, Esq.
Petree Stockton, L.L.P.
1001 West Fourth Street
Winston-Salem, North Carolina 27101
Approximate date of proposed commencement of sales pursuant to the plan:
Promptly after the effectiveness of this Registration Statement.
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<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Offering Registration Fee
Per Share Price
<S> <C> <C> <C> <C>
Common Stock 400,000 $10.4375 $4,175,000 $1,440
$0.30 par value
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Incorporation of Earlier Registration by Reference
This Registration Statement relates to the registration of the offer
and sale of 400,000 additional shares of Common Stock under the LADD Furniture,
Inc. 1994 Incentive Stock Option Plan (the "Plan"). Pursuant to General
Instruction E of Form S-8, LADD Furniture, Inc. (the "Registrant") hereby
incorporates by reference into this Registration Statement the contents of Form
S-8 Registration Statement filed on behalf of the Registrant on April 28, 1994
(File No. 33-53341).
Item 8. Exhibits
The following exhibits, listed in accordance with the number assigned
to each in the exhibit table of Item 601 of Regulation S-K, are included in Part
II of this Registration Statement. Exhibit numbers omitted are not applicable.
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<CAPTION>
Exhibit No. Exhibits
<S> <C>
5 Form of legal opinion of Petree Stockton, L.L.P. with respect to the
legality of the securities being registered hereunder.
24.a Consent of KPMG Peat Marwick LLP.
24.b Consent of Petree Stockton, L.L.P. (Contained in its opinion filed as
Exhibit 5 hereto.)
25 Power of Attorney.
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Exhibit 5
May 2, 1996
Board of Directors
LADD Furniture, Inc.
One Plaza Center, Box HP-3
High Point, North Carolina 27261
Re: LADD Furniture, Inc. -
Registration Statement on Form S-8/
1994 Incentive Stock Option Plan
-------------------------------
Gentlemen:
We have been requested to advise regarding the legality of shares being
offered under the LADD Furniture, Inc. 1994 Incentive Stock Option Plan (the
"Plan").
We are general counsel for LADD Furniture, Inc. ("LADD") and as such
are familiar with its business and affairs. As to matters of fact, we have
examined and relied upon originals or copies certified to our satisfaction of
such corporate records, certificates of corporate officers and certificates of
public officials and have conducted such investigation as in our judgment is
necessary or appropriate to enable us to render the opinion expressed below.
Based on the foregoing, we are of the opinion that:
(1) Pursuant to the Form S-8 filed by LADD on May 2, 1996, an
additional Four Hundred Thousand (400,000) shares of common stock have been
reserved for issuance pursuant to the Plan. These additional Four Hundred
Thousand (400,000) shares brings the total shares of common stock reserved under
the Plan to Eight Hundred Thousand (800,000). All such reserved shares have been
duly authorized and will be validly issued, fully paid and nonassessable when
delivered against proper payment therefore in accordance with the terms of the
Plan.
We consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8.
Very truly yours,
PETREE STOCKTON, L.L.P.
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Exhibit 24.a
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
LADD Furniture, Inc.:
We consent to incorporation by reference in the Registration Statement
filed on May 3, 1996 on Form S-8 of LADD Furniture, Inc. of our reports dated
February 16, 1996, except for paragraph 4 of Note 2, which is as of
February 16, 1996, relating to the consolidated balance sheets of LADD
Furniture, Inc. and subsidiaries as of December 30, 1995 and December
31, 1994, and the 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 30, 1995 which reports appear
in the December 30, 1995 annual report on Form 10-K of LADD Furniture, Inc.
contained in the Appendix to the Proxy Statement for the 1996 Annual
Shareholders Meeting.
(Signature of KPMG Peat Marwick LLP)
Greensboro, North Carolina
May 2, 1996
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Exhibit 25
POWER OF ATTORNEY
Each officer or director whose signature appears below hereby
appoints William S. Creekmuir his true and lawful attorney-in-fact to sign on
his behalf, as an individual and in the capacity stated below, any amendment or
post-effective amendment to this Registration Statement which said
attorney-in-fact may deem appropriate or necessary.
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<CAPTION>
Signature Title Date
<S> <C> <C>
s/Richard R. Allen Chairman of the Board and May 2, 1996
Richard R. Allen Director
s/William B. Cash Director May 2, 1996
William B. Cash
s/James H. Corrigan, Jr. Director May 2, 1996
James H. Corrigan, Jr.
s/O. William Fenn, Jr. Director May 2, 1996
O. William Fenn, Jr.
s/Don A. Hunziker Director May 2, 1996
Don A. Hunziker
s/Dr. Thomas F. Keller Director May 2, 1996
Dr. Thomas F. Keller
s/L. Glenn Orr Director May 2, 1996
L. Glenn Orr
s/Fred L. Schuermann, Jr. President, Chief Executive May 2, 1996
Fred L. Schuermann, Jr. Officer and Director
s/William S. Creekmuir Executive Vice President, May 2, 1996
William S. Creekmuir Secretary, Treasurer and
Chief Financial Officer
s/Daryl B. Adams Vice President, Corporate May 2, 1996
Daryl B. Adams Controller and Chief
Accounting Officer
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<PAGE>
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 High Point, State of North Carolina, on May 2, 1996.
LADD FURNITURE, INC.
By s/William S. Creekmuir
William S. Creekmuir, Executive Vice
President, Secretary, Treasurer and
Chief Financial Officer
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 date indicated.
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<CAPTION>
Signature Title Date
<S> <C> <C>
s/Richard R. Allen Chairman of the Board and May 2, 1996
Richard R. Allen Director
s/William B. Cash Director May 2, 1996
William B. Cash
s/James H. Corrigan, Jr. Director May 2, 1996
James H. Corrigan, Jr.
s/O. William Fenn, Jr. Director May 2, 1996
O. William Fenn, Jr.
s/Don A. Hunziker Director May 2, 1996
Don A. Hunziker
s/Dr. Thomas F. Keller Director May 2, 1996
Dr. Thomas F. Keller
s/L. Glenn Orr Director May 2, 1996
L. Glenn Orr
s/Fred L. Schuermann, Jr. President, Chief Executive May 2, 1996
Fred L. Schuermann, Jr. Officer and Director
s/William S. Creekmuir Executive Vice President, May 2, 1996
William S. Creekmuir Secretary, Treasurer and
Chief Financial Officer
s/Daryl B. Adams Vice President, Corporate May 2, 1996
Daryl B. Adams Controller and Chief
Accounting Officer
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