<PAGE> 1
As filed with the Securities and Exchange Commission on May 7, 1999.
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.)
Post Office Box 26777
Greensboro, North Carolina 27417-6777
(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.
Post Office Box 26777
Greensboro, North Carolina 27417-6777
(336) 315-4001
(Name, address and telephone number of agent for service)
Copies to
Robert E. Esleeck, Esq.
Kilpatrick Stockton LLP
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.
---------------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered(1) Registered Per Security Price(1) Registration Fee
===================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $0.30 Par Value 600,000 $19.1875 $11,512,500 $3,200.48
===================================================================================================================
</TABLE>
(1) The amount set forth herein is estimated solely for the purposes of
calculating the registration fee in accordance with Rule 457(h)(i) of
the Securities Act of 1933, as amended (the "Act") and is based on the
average of the high and low prices quoted in the NASDAQ National
Market System on May 5, 1999.
<PAGE> 2
Incorporation of Earlier Registration by Reference
This Registration Statement on Form S-8 relates to the registration of
the offer and sale of 600,000 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) and the contents of Form S-8 Registration
Statement filed on behalf of the Registrant on May 3, 1996 (File No. 333-3129).
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.
Exhibit No. Exhibits
- ----------- --------
5 Form of legal opinion of Kilpatrick Stockton LLP with respect
to the legality of the securities being registered hereunder.
24.a Consent of KPMG LLP
24.b Consent of Kilpatrick Stockton LLP (Contained in their opinion
filed as Exhibit 5 hereto.)
24.c Power of Attorney
2
<PAGE> 3
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 Greensboro, State of North Carolina, on
May 6, 1999.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Charles R. Eitel Director May 6, 1999
- ------------------------------------
Charles R. Eitel
/s/David A. Jones Director May 6, 1999
- ------------------------------------
David A. Jones
/s/Ian J. McCarthy Director May 6, 1999
- ------------------------------------
Ian J. McCarthy
/s/Zenon S. Nie Director May 6, 1999
- ------------------------------------
Zenon S. Nie
/s/L. Glenn Orr, Jr. Director May 6, 1999
- ------------------------------------
L. Glenn Orr, Jr.
/s/Fred L. Schuermann, Jr. Chairman of the Board, President, May 6, 1999
- ------------------------------------ Chief Executive Officer and Director
Fred L. Schuermann, Jr.
/s/William S. Creekmuir Executive Vice President, May 6, 1999
- ------------------------------------ Secretary, Treasurer and Chief
William S. Creekmuir Financial Officer
/s/Daryl B. Adams Vice President, Corporate May 6, 1999
- ------------------------------------ Controller, Assistant Secretary and
Daryl B. Adams Assistant Treasurer (Principal
Accounting Officer)
</TABLE>
<PAGE> 1
Exhibit 5
OPINION OF KILPATRICK STOCKTON LLP
May 7, 1999
LADD Furniture, Inc.
4620 Grandover Parkway
Greensboro, North Carolina 27417-6777
Re: LADD Furniture, Inc. 1994 Incentive Stock Option Plan -
Registration Statement on Form S-8
Sir/Madam:
We have been requested to advise regarding the legality of shares
being offered under the LADD Furniture, Inc. 1994 Incentive Stock Option Plan
pursuant to a Form S-8 Registration Statement.
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 and subject to the foregoing, we are of the opinion that Six
Hundred Thousand (600,000) shares of LADD common stock, par value $0.30 per
share, have been reserved for issuance pursuant to the Plan. All such reserved
shares have been duly authorized and will be validly issued, fully paid and
nonassessable when delivered against proper payment therefor 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,
/s/ Kilpatrick Stockton LLP
KILPATRICK STOCKTON LLP
<PAGE> 1
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 7, 1999 on Form S-8 of LADD Furniture, Inc. of our report dated February 5,
1999, relating to the consolidated balance sheets of LADD Furniture, Inc. and
subsidiaries as of January 2, 1999 and January 3, 1998, and the related
consolidated statements of operations, shareholders' equity and cash flows for
each of the years in the three-year period ended January 2, 1999, which report
is incorporated by reference in the January 2, 1999 annual report on Form 10-K
of LADD Furniture, Inc.
KPMG LLP
Greensboro, North Carolina
May 7, 1999
<PAGE> 1
Exhibit 24.c
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Charles R. Eitel Director May 6, 1999
- ------------------------------------
Charles R. Eitel
/s/David A. Jones Director May 6, 1999
- ------------------------------------
David A. Jones
/s/Ian J. McCarthy Director May 6, 1999
- ------------------------------------
Ian J. McCarthy
/s/Zenon S. Nie Director May 6, 1999
- ------------------------------------
Zenon S. Nie
/s/L. Glenn Orr, Jr. Director May 6, 1999
- ------------------------------------
L. Glenn Orr, Jr.
/s/Fred L. Schuermann, Jr. Chairman of the Board, President, May 6, 1999
- ------------------------------------ Chief Executive Officer and Director
Fred L. Schuermann, Jr.
/s/William S. Creekmuir Executive Vice President, May 6, 1999
- ------------------------------------ Secretary, Treasurer and Chief
William S. Creekmuir Financial Officer
/s/Daryl B. Adams Vice President, Corporate May 6, 1999
- ------------------------------------ Controller, Assistant Secretary and
Daryl B. Adams Assistant Treasurer (Principal
Accounting Officer)
</TABLE>
