As filed with the Securities and Exchange Commission on December __, 1997
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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STANLEY FURNITURE COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1272589
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
1641 Fairystone Park Highway
Stanleytown, Virginia 24168
(540) 627-2000
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
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ALBERT L. PRILLAMAN
Chairman, President and Chief Executive Officer
Stanley Furniture Company, Inc.
1641 Fairystone Park Highway
Stanleytown, Virginia 24168
(540) 627-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
Copies to:
David W. Robertson James R. Westra
McGuire, Woods, Battle & Boothe, L.L.P. Hutchins, Wheeler & Ditmar
One James Center 101 Federal Street
901 East Cary Street Boston, Massachusetts 02110
Richmond, Virginia 23219
Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |__|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |__|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |__|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |__|
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Amount to Offering Aggregate Amount of
Title of Each Class of be Price Per Offering Registration
Securities to be Registered Registered Share Price Fee
--------------------------- ---------- ----- ----- ------------
<S> <C>
Common Stock of Stanley 413,201 $27.250 (1) $11,259,727 $3,412.03
Furniture Company, Inc.
</TABLE>
(1) Estimated solely for the purpose of computing the amount of
the registration fee in accordance with Rule 457(c) under the
Securities Act of 1933, as amended.
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The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
SUBJECT TO COMPLETION, DATED DECEMBER 22, 1997
413,201 shares
STANLEY FURNITURE COMPANY, INC.
COMMON STOCK
This Prospectus relates to 413,201 shares (the "Shares") of common
stock $.02 par value per share (the "Common Stock") of Stanley Furniture
Company, Inc. (the "Company"), which may be offered from time to time by the
selling stockholders named herein (the "Selling Stockholders"). The Common Stock
is quoted on the Nasdaq Stock Market under the symbol "STLY", on December 19,
1997, the last reported sales price of the Common Stock was $27.125.
The Selling Stockholders have advised the Company that the Shares may
be sold from time to time in transactions on the Nasdaq Stock Market or
otherwise, in the over-the-counter market, in negotiated transactions, through
the writing of options on shares (whether such options are listed on an options
exchange or otherwise), or a combination of such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. (See "Plan of Distribution.")
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is December 22, 1997.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549; and at the Commission's regional offices at
500 West Madison Street, Chicago, Illinois 60606; and 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material can be obtained by mail
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission also maintains a
World Wide Web site at http://www.sec.gov containing reports, proxy and
information statements and other information regarding registrants, such as the
Company, that file electronically with the Commission.
The Company has filed with the Commission a Registration Statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), of which this Prospectus constitutes a part. This Prospectus
does not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information, reference is made to the
Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
hereby incorporated by reference into this Prospectus:
(a) the annual report on Form 10-K for the fiscal year ended December
31, 1996;
(b) the quarterly reports on Form 10-Q for the quarterly
periods ended September 28, 1997, June 29, 1997 and March 30, 1997;
(c) the current report on Form 8-K dated December 2, 1997;
(d) the description of Common Stock set forth in the Company's
Registration Statement filed with the Commission pursuant to
Section 12 of the Exchange Act, and any amendment or report filed
for the purpose of updating any such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Shares shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained herein or
in a document all or any portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus
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to the extent that a statement contained herein or in any other subsequently
filed documents which also is or is deemed to be incorporated by reference
herein modifies or supersedes such earlier statement. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than certain exhibits to such documents). Requests for such copies should be
directed to Stanley Furniture Company, Inc., 1641 Fairystone Park Highway,
Stanleytown, Virginia 24168, Attention: Secretary (telephone (540) 627-2000).
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THE COMPANY
The Company is a leading designer and manufacturer of residential
furniture exclusively targeted at the upper-medium price range. The Company
offers diversified product lines across all major style and product categories
within this price range. Its product depth and extensive style selections make
the Company a complete furniture resource for retailers in its price range, and
allow the Company to respond more quickly to shifting consumer preferences. The
Company has established a broad distribution network in the United States that
includes independent furniture stores, department stores, and national and
regional furniture chains. To produce its products and support its broad
distribution network, the Company has developed efficient and flexible
manufacturing processes that it believes are unique in the furniture industry.
The Company emphasizes continuous improvement in its manufacturing processes to
enable it to continue providing competitive advantages to its customers, such as
quick delivery, reduced inventory investment, high quality, and value.
The Company's executive offices are located at 1641 Fairystone Park
Highway, Stanleytown, Virginia 24168. The telephone number is (540) 627-2000.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
shares by the Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth certain information as of the date of
this Prospectus with respect to shares of Common Stock owned by the Selling
Stockholders which are covered by this Prospectus. The number of shares of
Common Stock offered pursuant to this Prospectus for the account of the Selling
Stockholders equals the total number of shares of Common Stock owned by the
Selling Stockholders as of the date of this Prospectus.
Common Stock Ownership Prior to the Offering
Percentage of
Common Stock
Name Number Outstanding
---- ------ ------------
ML-Lee Acquisition Fund, L.P. 400,719 11.7%
ML-Lee Acquisition Fund II, L.P. 3,461 (1)
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ML-Lee Acquisition Fund (Retirement 2,773 (1)
Accounts) II, L.P.
2,797 (1)
State Street Bank & Trust Company of
Connecticut, N.A., Not Individually,
But as Trustee for the 1989 Thomas
H. Lee Nominee Trust, Dated 9/29/89
John W. Childs 798 (1)
David V. Harkins (2) 532 (1)
Thomas R. Shepherd 265 (1)
Glenn H. Hutchins 532 (1)
Scott A. Schoen 318 (1)
C. Hunter Boll (2) 318 (1)
Anthony J. DiNovi 149 (1)
Jason Harkins 149 (1)
Jessica Harkins 149 (1)
Paxman & Co. 241 (1)
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(1) Less than 1%.
(2) Messrs. Harkins and Boll are directors of the Company.
The Company, ML-Lee Acquisition Fund, L.P., a Delaware limited
partnership (the "Lee Fund"), certain affiliates of Thomas H. Lee Company (the
"Lee Company"), a sole proprietorship engaged in acquiring or making controlling
investments in established operating companies, and certain members of the
Company's management are parties to a Registration Rights Agreement dated as of
November 9, 1992. Pursuant to the terms of this agreement, the Company has
agreed to pay all expenses in connection with the Offering and has agreed to
indemnify the parties thereto against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the "Securities Act").
The Company was a party to a Management Agreement, pursuant to which
the Company's predecessors engaged the Lee Company for the purposes of providing
them with substantial consulting services and management advisory services. The
services under this
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Management Agreement were in the field of financial and strategic corporate
planning and such other management areas as the parties mutually agreed. These
services included advice concerning strategic corporate planning, potential
acquisitions and financial planning. The term of this Agreement began on
September 19, 1988. Effective November 18, 1996, the Company paid the Lee
Company $180,000 annually in consideration for the services provided by the Lee
Company under the Management Agreement. Prior to November 19, 1996, the Company
paid an annual fee in the amount of $250,000. On June 30, 1997, in conjunction
with the Company's repurchase of 750,000 shares of its common stock at $20 per
share from the Lee Fund, and certain of the other Selling Stockholders, the Lee
Company agreed to reduce the annual fee payable to it under the Management
Agreement to $90,000. On November 18, 1997, in conjunction with the Company's
repurchase of 413,201 shares of its common stock at $25 per share from the Lee
Fund and certain of the Selling Stockholders, the Management Agreement was
terminated. David V. Harkins is a Senior Managing Director of the Lee Company.
C. Hunter Boll, Scott A. Schoen and Anthony J. DiNovi are each a Managing
Director of the Lee Company. Thomas R. Shepherd is a consultant to the Lee
Company. John W. Childs is an officer of the investment adviser of the Lee Fund.
PLAN OF DISTRIBUTION
The distribution of the shares of Common Stock offered hereby by the
Selling Stockholders may be effected from time to time in one or more
transactions (which may involve block transactions) on the Nasdaq Stock Market
or otherwise, in the over-the-counter market, in negotiated transactions,
through the writing of options on shares (whether such options are listed on an
options exchange or otherwise), or a combination of such methods of sale, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholders may
effect such transactions by selling shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders and/or
purchasers of shares for whom they may act as agent (which compensation may be
in excess of customary commissions). The Selling Stockholders and broker-dealers
that participate with the Selling Stockholders in the distribution of shares may
be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commission received by them and any profit on the resale
of shares may be deemed to be underwriting compensation.
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VALIDITY OF SECURITIES
The validity of the Shares to which this Prospectus relates will be
passed upon for the Company and the Selling Stockholders by McGuire, Woods,
Battle & Boothe, L.L.P., Richmond, Virginia.
EXPERTS
The consolidated balance sheets of the Company as of December 31, 1996
and 1995, the related statements of income, changes in stockholders' equity and
cash flows for each of the years in the period ended December 31, 1996, and the
related financial statement schedule, incorporated by reference in this
registration statement, have been incorporated herein in reliance on the report
of Coopers & Lybrand L.L.P., independent accountants, given upon the authority
of that firm as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The table below sets forth the expenses to be incurred in connection
with the issuance and distribution of the shares registered for offer and sale
hereby, other than underwriting discounts and commissions. All such expenses
will be paid by the Company. All amounts shown represent estimates except the
Securities Act registration fee.
Registration fee under the Securities Act..... $ 3,412
Printing expenses............................. $ 500
Accounting fees and expenses.................. $ 1,000
Legal fees and expenses (not including Blue
Sky)........................................ $ 4,500
Blue Sky fees................................. $ 100
------
Miscellaneous................................. $ 2,488
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Total......................................... $12,000
Item 15. 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 Delaware General
Corporation Law, 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 or 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.
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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 16. Exhibits.
2.1 Agreement and Plan of Merger dated as of July 24, 1992 by and
among the Registrant, Stanley Holding Corporation, Stanley
Acquisition Corporation, the ML-Lee Acquisition Fund
(Retirement Accounts) II, L.P., and the persons listed on
Schedules I and II thereto (incorporated by reference to
Exhibit 2.1 to the Registrant's Registration Statement on
Form S-4 No. 33-50050).
4.1 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).
4.2 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).
4.3 Amendment adopted March 21, 1988 to the Bylaws 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).
4.4 Amendments adopted February 8, 1993 to the Bylaws of the
Registrant (incorporated by reference to Exhibit 3.4 to the
Registrant's Registration Statement on Form S-1 No.
33-57432).
4.5 Certificate of Stock Designation of the Registrant dated May
1, 1991 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).
4.6 Certificate of Merger dated as of November 9, 1992
(incorporated by reference to Exhibit 3.6 to the Registrant's
Statement on Form S-1 No. 33-57432).
4.7 Certificate of Amendment dated June 30, 1993 (incorporated by
reference to Exhibit 3.7 to the Registrant's Form 10-K for
the year ended December 31, 1994).
4.8 Registration Rights Agreement dated as of November 9, 1992 by
and among the Registrant, ML-Lee Acquisition Fund, L.P., ML -
Lee Acquisition Fund II, L.P., ML-Lee Acquisition Fund
(Retirement Accounts) II, L.P., Lee Stockholders (as defined
therein) and Management Stockholders (as defined therein)
(incorporated
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by reference to Exhibit 4.3 to the Registrant's Statement on
Form S-1 No. 33- 57432).
5.1 Opinion and consent of McGuire, Woods, Battle & Boothe,
L.L.P. as to the validity of the Common Stock.(1)
23.1 Consent of Coopers & Lybrand L.L.P.(1)
23.2 Consent of McGuire, Woods, Battle & Boothe, L.L.P. (included
as part of Exhibit 5.1).
24.1 Power of Attorney (contained on signature page).
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(1) Filed with this Registration Statement.
Item 17. Undertakings.
1. The undersigned registrant hereby undertakes:
(a) 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;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) under the Securities Act of 1933 if,
in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective 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;
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provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if 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 15(d) of the Exchange Act that are incorporated by reference in
the registration statement.
(b) That, for the purpose of determining any liability under
the Securities Act, 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.
(c) 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.
2. The undersigned Registrant hereby undertakes that, for 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 (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.
3. 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, suite 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.
4. The undersigned Registrant hereby undertakes that:
(a) For purposes of determining any liability under the
Securities Act, the information omitted from the form of
prospectus filed as part of this Registration Statement in
reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act
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shall be deemed to be part of this Registration Statement as
of the time it was declared effective.
(b) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a
form of prospectus 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.
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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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Stanleytown, Virginia, December 19, 1997.
STANLEY FURNITURE COMPANY, INC.
By:/s/ Albert L. Prillaman
-------------------------
Albert L. Prillaman, President,
Chief Executive Officer,
Chairman of the Board
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POWER OF ATTORNEY
Know All Men By These Presents that each individual whose signature
appears below constitutes and appoints Albert L. Prillaman and Douglas I. Payne,
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 19, 1997 by the following
persons in the respective capacities indicated opposite their names.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C>
/s/ Albert L. Prillaman President, Chief Executive Officer December 19, 1997
- ----------------------- Chairman of the Board, and Director
(Albert L. Prillaman)
/s/ Douglas I. Payne Senior Vice President--Finance December 19, 1997
- ------------------------ and Administration, Treasurer and
(Douglas I. Payne) Secretary (Principal Financial and
Accounting Officer)
/s/ David V. Harkins Director December 19, 1997
- ------------------------
(David V. Harkins)
/s/ C. Hunter Boll Director December 19, 1997
- --------------------------
(C. Hunter Boll)
/s/ Edward J. Mack Director December 19, 1997
- -------------------------
(Edward J. Mack)
/s/ T. Scott McIlhenny, Jr. Director December 19, 1997
- ---------------------------
(T. Scott McIlhenny, Jr.)
</TABLE>
16
Exhibit 5.1
December 19, 1997
Stanley Furniture Company, Inc.
1654 Fairystone Park Highway
Stanleytown, Virginia 24168
Re: Registration Statement on Form S-3
413,201 Shares of Common Stock
Ladies and Gentlemen:
In connection with the registration of 413,201 shares of common stock,
par value $.02 per share (the "Common Stock"), of Stanley Furniture Company,
Inc., a Delaware corporation (the "Company"), under the Securities Act of 1933,
as amended (the "Act"), on Form S-3 to be filed with the Securities and Exchange
Commission on the date hereof (the "Registration Statement"), and the offering
of such Common Stock as described in the Registration Statement, you have
requested our opinion with respect to the matters set forth below.
In connection with this opinion, we have relied, among other things,
upon our examination of such records of the Company and certificates of officers
of the Company and of public officials as we have deemed appropriate.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that as of the date hereof:
1. The Company is duly organized and validly existing under the
laws of the State of Delaware; and
2. The shares of Common Stock registered pursuant to the
Registration Statement have been duly authorized and are
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to reference to us under the heading relating to the
validity of the shares of Common Stock in the Registration Statement (including
the Prospectus relating to such shares). We do not admit
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by giving this consent that we are in the category of persons whose consent is
required under Section 7 of the Act.
Very truly yours,
/s/ MCGUIRE, WOODS, BATTLE & BOOTHE, L.L.P.
18
Exhibit 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in this registration
statement of Stanley Furniture Company, Inc. (the "Company") on Form S-3 of our
report dated January 24, 1997, on our audits of the financial statements and
financial statement schedule of Stanley Furniture Company, Inc. as of December
31, 1996 and 1995, and for the years ended December 31, 1996, 1995 and 1994,
appearing on page F-2 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1996. We also consent to the reference in this registration
statement to our firm under the caption "Experts".
/s/ COOPERS & LYBRAND L.L.P.
December 19, 1997
Richmond, Virginia
