Registration No. 33-_____
As Filed with the Securities and Exchange Commission on December 2, 1994
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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STANLEY FURNITURE COMPANY, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 54-1272589
(State of incorporation) (I.R.S. Employer
Identification No.)
Route 57, Stanleytown, Virginia 24168
(Address of principal executive offices, including zip code)
STANLEY FURNITURE COMPANY, INC.
EXECUTIVE LOAN PLAN
(Full title of the plan)
Albert L. Prillaman
Stanley Furniture Company, Inc.
Route 57, Stanleytown, Virginia 24168
(703) 627-2000
(Name, address, and telephone number of agent for service)
_______________________
CALCULATION OF REGISTRATION FEE
__________________________________________________________________
__________________________________________________________________
Title of Amount Proposed Proposed Amount of
Securities to to be Maximum Maximum Registration
be Registered Registered Offering Aggregate Fee
Price per Offering
Share Price
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__________________________________________________________________
Common Stock, 80,000 $9.75(1) $780,000 $268.97
par value shares
$.02
_________________________________________________________________
(1)Estimated solely for purposes of calculating registration fee. Based on
the average of the high and low prices of the Common Stock on the NASDAQ on
November 29, 1994.
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PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The Company hereby incorporates by reference into this Registration
Statement the documents listed below which have been filed with the Securities
and Exchange Commission.
(a) The Annual Report on Form 10-K for the fiscal year ended December 31,
1993;
(b) All reports filed pursuant to Section 13 or 15(d) of the 1934 Act
since the end of the fiscal year covered by the annual report referred
to in (a) above, including the Company's Quarterly Report on Form 10-Q
for the quarters ended March 27, 1994, June 26, 1994 and September 25,
1994;
(c) The description of the Common Stock contained in the Registration
Statement on Form 8-A filed with the Commission on October 27, 1992
(File No. 1-8484);
All documents subsequently filed by the Company pursuant to Sections 13, 14
and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such 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 such documents.
Item 6. Indemnification of Directors and Officers
Article SEVENTH of the Certificate of Incorporation of the Company and
Section 3 of Article VIII of the By-laws of the Company provide that the Company
will, to the full extent permitted by Section 145 of the General Corporation Law
of the State of Delaware, as amended from time to time, indemnify all persons
whom it may indemnify pursuant thereto.
As authorized by Section 145 of the General Corporation Law of the State of
Delaware (the "Delaware Corporation Law"), each director and officer of the
Company may be indemnified by the Company against expenses (including attorneys'
fees, judgments, fines and amounts paid in settlement) actually and reasonably
incurred in connection with the defense or settlement of any threatened, pending
or completed legal proceedings in which he is involved by reason of the fact
that he is or was a director or officer of the Company if he acted in good faith
and in a manner that he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe that his conduct was
unlawful. If the legal proceeding, however, is by or in the right of the
Company, the director officer may not be indemnified in respect of any claim,
issue or matter as to which he shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Company unless a
court determines otherwise.
The Certificate of Incorporation of the Company, provides that to the
fullest extent permitted by the Delaware Corporation Law, a director of the
Company shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director.
Item 8. Exhibits
See Index to Exhibits.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(a) (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 the 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 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-effective 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- effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) That, for the purpose 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 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to 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.
(c) 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 foregoing 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
jurisdiction 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.
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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 Stanleytown, Virginia on December 2, 1994.
STANLEY FURNITURE COMPANY, INC.
By:/s/ Albert L. Prillaman
Albert L. Prillaman, President,
Chief Executive Officer,
Chairman of the Board
POWER OF ATTORNEY
Know All Men By These Presents that each individual whose signature appears
below constitutes and appoints Albert L. Prillaman and Lawrence E. Webb, Jr.,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post- effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and all documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary or desirable to be done in and about
the premises, as fully 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 either of them, or their substitutes or his substitute, 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 on December 2, 1994 by the following
persons in the respective capacities indicated opposite their names.
Signature Title
/s/ Albert L. Prillaman President, Chief Executive Officer,
Albert L. Prillaman Chairman of the Board and Director
(Principal Executive Officer)
/s/ Lawrence E. Webb, Jr. Executive Vice President, Chief
Lawrence E. Webb, Jr. Operating Officer and Director
/s/ Douglas I. Payne Vice President - Finance,
Douglas I. Payne Treasurer and Secretary
(Principal Financial and
Accounting Officer)
/s/ David V. Harkins Director
David V. Harkins
/s/ C. Hunter Boll Director
C. Hunter Boll
/s/ Edward J. Mack Director
Edward J. Mack
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Index to Exhibits
Page
(4) (a) The Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1, No.
33-7300)
(b) The Bylaws of the Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1, No. 33-7300)
(c) Amendment adopted March 21, 1988 to the By-Laws of the
Registrant (incorporated by reference to Exhibit 3.3 to
the Registrant's Form 10-K (Commission File NO. 0-14938)
for the year ended December 31, 1987)
(d) Amendments adopted February 8, 1993 to the By-Laws of the
Registrant (incorporated by reference to Exhibit 3.4 to
the Registrant's Registration Statement on Form S-1, No.
3357432)
(e) Certificate of Stock Designation dated May 1,1991 of the
Registrant as modified by an Amendment to Certificate of
Designation dated May 31, 1991 (incorporated by reference
to Exhibit 3.6 to the Registrant's Form 10-K for the year
ended December 31, 1991)
(f) Certificate of Merger dated as of November 9, 1992
(incorporated by reference to Exhibit 3.6 to the
Registrant's Registration Statement on Form S-1, No.
33-57432)
(g) Certificate of Amendment (incorporated by reference to
Exhibit A to the Company's Information Statement dated
June 4, 1993)
(5) Opinion of McGuire, Woods, Battle & Boothe
(23) (a) Consent of Coopers & Lybrand L.L.P.
(b) Consent of McGuire, Woods, Battle & Boothe (included in
the opinion filed as Exhibit 5)
(24) Power of attorney (see signature page)
EXHIBIT 5
December 1, 1994
Stanley Furniture Company, Inc.
Route 57
Stanleytown, Virginia 24168
Gentlemen:
You propose to file as soon as possible with the Securities and Exchange
Commission a registration statement on Form S-8 (the "Registration Statement")
relating to the Stanley Furniture Company, Inc. Executive Loan Plan (the
"Plan"). The Registration Statement covers 80,000 shares of Common Stock which
have been reserved for issuance under the Plan.
We are of the opinion that the 80,000 shares of Common Stock which are
authorized for issuance under the Plan, when issued or sold in accordance with
the terms and provisions of the Plan, will be duly authorized, legally issued,
fully paid and nonassessable.
We consent to the use of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
McGuire, Woods, Battle & Boothe
EXHIBIT 23(a)
Consent of Independent Accountants
We consent to the incorporation by reference in this Registration Statement on
Form S-8, pertaining to the Stanley Furniture Company, Inc. Executive Loan Plan
of our report dated February 7, 1994, on our audits of the financial statements
and financial statement schedules of Stanley Furniture Company, Inc. (the
"Company") as of December 31, 1993 and 1992, and for each of the three years in
the period ended December 31, 1993, which report is included in the Annual
Report on Form 10-K of the Company for the fiscal year ended December 31, 1993.
Coopers & Lybrand L.L.P.
Richmond, Virginia
December 1, 1994
