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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A/A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
Stanley Furniture Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware 54-1272589
(State of incorporation or organization)(I.R.S. Employer
Identification No.)
Route 57, Stanleytown, VA 24168
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class Name of exchange on
which
to be so registered each class is to be
registered
Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the
Act:
Common Stock, $.02 par value per share
(Title of class)
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Amendment No. 1
The text of Item 1 - Description of Registrants Securities
to be Registered, as
amended, appears below.
Item 1. Description of Registrants Securities to be Registered
The following brief description of the capital stock of
Stanley Furniture Company, Inc.
(the Company) does not purport to be complete and is subject in
all respects to applicable
Delaware law and to the provisions of the Company's Certificate of
Incorporation, as amended,
and Bylaws, copies of which have been filed with the Securities and
Exchange Commission.
The authorized capital stock of the Company consists of 10
million shares of Common
Stock, par value $.02 (Common Stock), and one million shares of
blank check preferred
stock, $.01 par value ( the "Blank Check Preferred Stock").
Common Stock
Holders of Common Stock are entitled to one vote per share on
all matters to be voted
upon by the stockholders. Holders of Common Stock do not have
cumulative voting rights, and
therefore holders of a majority of the shares voting for the
election of directors can elect all of
the directors. In such event, the holders of the remaining shares
will not be able to elect any
directors.
Holders of Common Stock are entitled to receive such
dividends as may be declared from
time to time by the Board of Directors out of funds legally
available therefor, after payment of
dividends required to be paid on any outstanding Blank Check
Preferred Stock. In the event of
the liquidation, dissolution or winding up of the Company, the
holders of Common Stock are
entitled to share ratably in all assets remaining after payment of
liabilities, subject to prior
distribution rights of Blank Check Preferred Stock then
outstanding, if any.
The Common Stock has no preemptive or conversion rights and
is not subject to further
call for assessments by the Company. The Common Stock currently
outstanding is validly issued,
fully paid and nonassessable.
The transfer agent and registrar for Common Stock is
Continental Stock Transfer & Trust
Company of New Jersey.
Blank Check Preferred Stock
The Company's Certificate of Incorporation authorizes the
issuance of one million shares
of Blank Check Preferred Stock. The Board of Directors is
authorized to issue Blank Check
Preferred Stock in series and to fix the designation, powers,
preferences, rights, limitations and
restrictions with respect to any series of such shares. Such Blank
Check Preferred Stock may rank
prior to Common Stock as to dividend rights, liquidation
preferences or both, may have full or
limited voting rights and may be convertible into shares of Common
Stock.
The purpose of authorizing the Board of Directors to issue
preferred stock is, in part, to
eliminate delays associated with a stockholder vote in specific
instances. The issuance of
preferred stock, for example in connection with a stockholder
rights plan, could have the effect
of making it more difficult for a third party to acquire, or of
discouraging a third party from
acquiring, a majority of the outstanding existing stock of the
Company.
The Company has no present plans to issue any shares of the
Blank Check Preferred Stock.
Certain Provisions of Certificate of Incorporation and Bylaws
Provisions with Anti-takeover Implications. A number of
provisions of the Company's
Certificate of Incorporation and Bylaws involve matters of
corporate governance and the rights
of stockholders. The Company's Certificate of Incorporation
provides the Board of Directors the
ability to issue shares of preferred stock and to set the voting
rights, preferences and other terms
thereof. This ability afforded to the Board of Directors by the
Certificate of Incorporation may
be deemed to have an anti-takeover effect and may discourage
takeover attempts not first
approved by the Board of Directors (including takeovers which
certain stockholders may deem
to be in their best interest). The Board of Directors is divided
into three classes, each as nearly
equal in number as possible. A classified Board expands the time
required to change the
composition of a majority of directors and may tend to discourage
any takeover bid for the
Company. With a classified Board, two annual meetings normally
will be required for holders
of a majority of the Common Stock to change the composition of a
majority of the Board of
Directors, since only one-third of the Directors will be elected at
each meeting. In addition,
stockholders may remove members of the classified Board only for
cause. Because of the
additional time required to change the composition of the Board,
classification of the Board also
may make the removal of incumbent management more difficult.
The foregoing provisions could discourage or make more
difficult a merger, tender offer
or proxy contest involving the Company, even if such events could
be beneficial to the interests
of stockholders, and could potentially depress the market price of
Common Stock. In addition,
Delaware law permits other such provisions, including shareholder
rights plans, which the
Company would generally be able to implement at any time without
stockholder approval.
Indemnification. The Certificate of Incorporation of the
Company provides that directors
and officers of the Company will be indemnified by the Company to
the fullest extent authorized
by Delaware law, as it now exists or may in the future be amended,
against all expenses and
liabilities reasonably incurred in connection with service for or
on behalf of the Company.
Limitation of Liability. In addition, the Certificate of
Incorporation provides that directors
of the Company will not be personally liable for monetary damages
to the Company for certain
breaches of their fiduciary duty as directors, unless they violated
their duty of loyalty to the
Company or its stockholders, acted in bad faith, knowingly or
intentionally violated the law,
authorized illegal dividends or redemptions or derived an improper
personal benefit from their
action as directors. This provision does not affect the
availability of equitable remedies or non-
monetary relief, such as an injunction or recision for breach of
the duty of care. In addition, the
provision applies only to claims against the director arising out
of his role as a director and not
in any other capacity (such as an officer or employee of the
Company). Furthermore, liability of
a director for violations of the federal securities laws will not
be limited by this provision.
Directors are not, however, liable for monetary damages arising
from decisions involving
violations of the duty of care which could be deemed grossly
negligent.
Statutory Business Combination Provision. Section 203 of the
Delaware General
Corporation Law ("Section 203") provides, with certain exceptions,
that a Delaware corporation
may not engage in any of a broad range of business combinations
with a person or affiliate, or
associate of such person, who is an "interested stockholder" for a
period of three years from the
date that such person became an interested stockholder unless: (i)
the transaction resulting in a
person becoming an interested stockholder, or the business
combination, is approved by the Board
of Directors of the corporation before the person becomes an
interested stockholder; (ii) the
interested stockholder acquired 85% or more of the outstanding
voting stock of the corporation
in the same transaction that makes it an interested stockholder
(excluding shares owned by persons
who are both officers and directors of the corporation, and shares
held by certain employee stock
ownership plans); or (iii) on or after the date the person becomes
an interested stockholder, the
business combination is approved by the corporation's Board of
Directors and by the holders of
at least 66-2/3% of the corporation's outstanding voting stock at
an annual or special meeting,
excluding shares owned by the interested stockholder. Under
Section 203, an "interested
stockholder" is defined as any person that is (i) the owner of 15%
or more of the outstanding
voting stock of the corporation or (ii) an affiliate or associate
of the corporation and was the
owner of 15% or more of the outstanding voting stock of the
corporation at any time within the
three year period immediately prior to the date on which it is
sought to be determined whether
such person is an interested stockholder.
A corporation may, at its option, exclude itself from the
coverage of Section 203 by
amending its certificate of incorporation or bylaws by action of
its stockholders to exempt itself
from coverage, provided that such bylaws or charter amendment may
not become effective until
12 months after the date it is adopted. Effective March 21, 1988,
the Company excluded itself
from the coverage of Section 203. Effective upon the consummation
of the Companys 1993
public offering, the Company elected to be subject to the coverage
of Section 203.
Nominations for Director. The Company's Bylaws provide that
a stockholder entitled to
vote in the election of directors may nominate one or more persons
for election as a director only
if advance written notice is given. Written notice of such
stockholders' intent to make such
nomination must be received by the Secretary of the Company or
deposited in the U.S. mail,
postage prepaid, to the Secretary of the Company not later than 120
days in advance of the
anniversary date of the Company's proxy statement for the previous
year's annual meeting or, in
the case of a special meeting for the election of directors, at the
close of business on the seventh
day following the date on which notice of such meeting is first
given to stockholders. Any
stockholder wishing to nominate one or more persons as director
must submit the following
information in writing: (i) the name and address of the
stockholder who intends to make the
nomination; (ii) a representation that the stockholder is entitled
to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate
the person or persons specified
in the notice; (iii) a description of all arrangements or
understandings between the stockholder and
each nominee and any other person or persons (naming such person or
persons) pursuant to which
any nomination is to be made by the stockholder; (iv) such other
information regarding each
nominee as would be required to be included in a proxy statement
filed pursuant to the proxy
rules of the Securities and Exchange Commission, had the nominee
been nominated by the Board
of Directors; and (v) the consent of each proposed nominee to serve
as a director of the Company
if so elected. The Chairman of the meeting may refuse to
acknowledge the nomination of any
person not made in compliance with the foregoing procedure.
By requiring advance notice of stockholder nominations, this
Bylaw affords the Board of
Directors the opportunity to consider the qualifications of the
proposed nominees and, to the
extent deemed necessary or desirable by the Board, to inform
stockholders about such
qualifications. The Bylaw does not give the Board of Directors any
power to approve or
disapprove a stockholder's nomination for election of directors.
However, it may have the effect
of precluding a contest for the election if its procedures are not
followed, and therefore may
discourage or deter a stockholder from conducting a solicitation of
proxies to elect his own slate
of directors.
Special Meeting. The Companys Bylaws provide that a special
meeting of stockholders
may be called only by the President, the Board of Directors or upon
written request of not less
than 50% in interest of the stockholders entitled to vote thereat.
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed
on its behalf by the undersigned,
thereto duly authorized.
Stanley Furniture Company, Inc.
(Registrant)
By: /s/ Douglas. I. Payne
Douglas. I. Payne
Vice President of Finance
November 6, 1996
