Registration No. 33-
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_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________
SHELBY WILLIAMS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 62-0974443
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1348 Merchandise Mart, Chicago, Illinois 60654
(Address of Principal Executive Offices) (Zip Code)
SHELBY WILLIAMS INDUSTRIES, INC.
1995 DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
MANFRED STEINFELD, Chairman of the Board
Shelby Williams Industries, Inc.
1348 Merchandise Mart
Chicago, Illinois 60654
(Name and address of agent for service)
Telephone number, including area code, of agent
for service: (312) 527-3593
Copy to:
Walter Roth
D'Ancona & Pflaum
30 North LaSalle Street
Chicago, Illinois 60602
Telephone: (312) 580-2020
[Facing Page continued on next page]
Page 1 of 11 Pages
Exhibit Index on Page 7
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Regis-
to be Regis- Offering Aggregate tration
Registered tered Price per Offering Fee
Share Price
<S> <C> <C> <C> <C>
Common Stock 44,000 $10.0625 (2) $442,750 (2) $152.68
($.05 par shares
value)
Common Stock 16,000 $7.938(3) $127,008(3) $43.80
($.05 par shares
value)
Total Registration Fee $196.48
_________________________________________________________________
_________________________________________________________________
(1) The number of shares set forth is the maximum number of
shares which could be purchased upon exercise of all
stock options now outstanding and all such options
which may hereafter be granted under the provisions of
the Shelby Williams Industries, Inc. 1995 Directors'
Stock Option Plan.
(2) Estimated solely for the purpose of calculating the
registration fee based upon the average of the high and
low sale prices of the registrant's Common Stock on May
25, 1995.
(3) Based on exercise prices of outstanding directors'
stock options.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (c) below are incorpo-
rated by reference in this registration statement; and all
documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, 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 in this registration
statement and to be a part thereof from the date of filing of
such documents:
(a) The registrant's annual report on Form 10-K for the
fiscal year ended December 31, 1994.
(b) The registrant's quarterly report on Form 10-Q for the
quarter ended March 31, 1995.
(c) The description of the registrant's Common Stock con-
tained in the registration statement on Form 8-A filed
with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 on April 3, 1987, File
No. 1-9457, together with any amendment or report filed
for the purpose of updating such description.
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 autho-
rizes a corporation, under certain circumstances, to indemnify
its directors and officers (including reimbursement for expenses
incurred). The registrant's certificate of incorporation and by-
laws provide for such indemnification to the extent permitted by
the provisions of the Delaware Law. Such indemnification may
extend to certain liabilities under the Securities Act of 1933,
as amended (the "Act"). The registrant also maintains insurance
protection for its directors and officers against certain liabil-
ities arising out of the performance of their duties in such
capacities, which may include certain liabilities under the Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index immediately preceding exhibits.
Item 9. Undertakings.
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 regis-
tration 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 re-
cent post-effective amendment thereof) which,
individually or in the aggregate, represents
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 pre-
viously disclosed in the registration state-
ment or any material change to such informa-
tion in the registration statement;
Provided, however, that paragraphs (1)(i) and 1(ii) do
not apply if the registration statement is on Form S-3 or
Form S-8 and 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 Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effec-
tive 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-effec-
tive amendment any of the securities being registered
which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the forego-
ing 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 jurisdic-
tion 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.
<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 Chicago, State of Illinois, on this 31st day of May,
1995.
SHELBY WILLIAMS INDUSTRIES, INC.
By: /s/ Manfred Steinfeld
Manfred Steinfeld
Chairman of the Board
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.
Name Title Date
/s/ Manfred Steinfeld Chairman of the Board )
Manfred Steinfeld and Director )
)
PAUL N. STEINFELD* Vice-Chairman of the )
Paul N. Steinfeld Board and Director )
(Principal Executive )
Officer) )
)
ROBERT P. COULTER* President and ) May 31,
Robert P. Coulter Director ) 1995
)
SAM FERRELL* Vice-President Finance, )
Sam Ferrell Treasurer and Assistant )
Secretary (Principal )
Financial and )
Accounting Officer) )
)
ROBERT L. HAAG* Director )
Robert L. Haag )
)
WILLIAM B. KAPLAN* Director )
William B. Kaplan )
)
HERBERT L. ROTH Director )
Herbert L. Roth )
)
TRISHA WILSON* Director )
Trisha Wilson )
*By /s/ Manfred Steinfeld
Manfred Steinfeld, Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
4.1 Registrant's Certificate of Incorporation
and all amendments thereto, filed as
Exhibit 3.1 to registrant's Form 10-K for
1987 and hereby incorporated by reference.
4.2 By-Laws of the registrant, as amended,
filed as Exhibit 3.2 to registrant's
Form 10-K for 1991 and hereby incorporated
by reference.
5.1 Opinion of D'Ancona & Pflaum. 8
23.1 Consent of accountants. 9
24.1 Power of Attorney. 10
</TABLE>
May 31, 1995
Shelby Williams
Industries, Inc.
1348 Merchandise Mart
Chicago, IL 60654
Gentlemen:
In connection with the proposed registration under the
Securities Act of 1933, as amended, by Shelby Williams
Industries, Inc., a Delaware corporation (the "Company"), on Form
S-8 of 60,000 shares of its Common Stock, $.05 par value (the
"Shares"), issuable upon exercise of non-employee director stock
options under the Company's 1995 Directors' Stock Option Plan
(the "Plan"), we hereby advise you that as counsel for the
Company we have examined the original or certified copies of the
Certificate of Incorporation of the Company and all amendments
thereto, the By-Laws of the Company, as amended, the minute books
of the Company, and such other documents and records as we have
deemed necessary for the purposes of this opinion.
Based upon such examination, it is our opinion that:
1. The Company is a validly organized and existing corpora-
tion under the laws of the State of Delaware.
2. The Shares are duly authorized and, when issued upon the
exercise of director stock options pursuant to the terms
of the Plan, will be legally issued, fully paid and
nonassessable.
Very truly yours,
D'ANCONA & PFLAUM
By: /s/ Walter Roth
Walter Roth
WR/lmm
Exhibit 5.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-00000) pertaining to the 1995
Directors' Stock Option Plan of Shelby Williams Industries, Inc.
of our report dated January 27, 1995, with respect to the
consolidated financial statements of Shelby Williams Industries,
Inc. incorporated by reference in its Annual Report (Form 10-K)
for the year ended December 31, 1994, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Atlanta, Georgia
May 30, 1995
Exhibit 23.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and officers of SHELBY WILLIAMS INDUSTRIES, INC., a
Delaware corporation (the "Company"), does hereby constitute and
appoint Manfred Steinfeld, Paul N. Steinfeld, Robert P. Coulter
and Walter Roth, and each of them severally, the true and lawful
attorneys and agents of the undersigned, each with full power to
act without any other and with full power of substitution and
resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents may deem
necessary or desirable to enable the Company to comply with the
Securities Act of 1933, as amended (the "Act"), and any rules,
regulations and requirements of the Securities and Exchange
Commission thereunder in connection with the registration under
the Act of securities of the Company and all related matters,
including specifically, but without limiting the generality of
the foregoing, power and authority to sign the names of the
undersigned directors and officers in the capacities indicated
below to the Registration Statement on Form S-8 to be filed with
the Securities and Exchange Commission in respect of such
securities, to any and all amendments to said Registration
Statement, and to any and all instruments or documents filed as
part of or in connection with any of the foregoing and any and
all amendments thereto; and each of the undersigned hereby
ratifies and confirms all that said attorneys and agents, or any
of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed
these presents this 31st day of May, 1995.
Capacities Signatures
Chairman of the Board and
Director
/s/Manfred Steinfeld
Manfred Steinfeld
Vice-Chairman of the Board
and Director (Principal
Executive Officer)
/s/Paul N. Steinfeld
Paul N. Steinfeld
President and Director
/s/Robert P. Coulter
Robert P. Coulter
EXHIBIT 24.1<PAGE>
Vice-President Finance,
Treasurer and Assistant
Secretary (Principal
Financial and Accounting
Officer) /s/Sam Ferrell
Sam Ferrell
Director
/s/Robert L. Haag
Robert L. Haag
Director
/s/William B. Kaplan
William B. Kaplan
Director /s/ Herbert L. Roth
Herbert L. Roth
Director
/s/Trisha Wilson
Trisha Wilson
