Registration No. __________
As Filed with the Securities and Exchange Commission on September 8, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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 of incorporation) (I.R.S. Employer
Identification No.)
1641 Fairystone Park Highway, Stanleytown, Virginia 24168
(Address of principal executive offices, including zip code)
STANLEY FURNITURE COMPANY, INC.
2000 INCENTIVE COMPENSATION PLAN
(Full title of the plan)
Albert L. Prillaman
Stanley Furniture Company, Inc.
1641 Fairystone Park Highway, Stanleytown, Virginia 24168
(540) 627-2000
(Name, address, and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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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, 1,000,000 $26.03125(1) $26,031,250 $6,872.25
par value shares
$.02
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(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
August 30, 2000.
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PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
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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, 1999;
(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 Reports on Form 10-Q for the quarter ended April 1,
2000 and July 1, 2000;
(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. 0-14938) as amended by Form 8-A/A
filed November 7, 1996;
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
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Article SIXTH 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
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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.
The Certificate of Incorporation of the Company provides that to the
fullest extent permitted by the Delaware General 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
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See Index to Exhibits.
Item 9. Undertakings
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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.
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(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 September 7, 2000.
STANLEY FURNITURE COMPANY, INC.
By:/s/ Albert L. Prillaman
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Albert L. Prillaman,
Chairman, President and
Chief Executive Officer
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 September 7, 2000 by the following
persons in the respective capacities indicated opposite their names.
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Signature Title
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/s/ Albert L. Prillaman Chairman, President and Chief
----------------------------- Chief Executive Officer, and
Albert L. Prillaman Director (Principal Executive
Officer)
/s/ Douglas I. Payne Senior Vice President - Finance
----------------------------- & Administration and Secretary
Douglas I. Payne (Principal Financial and Accounting
Officer)
/s/ Robert G. Culp, III Director
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Robert G. Culp, III
/s/ David V. Harkins Director
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David V. Harkins
/s/ Edward J. Mack Director
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Edward J. Mack
Director
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T. Scott McIlhenny, Jr.
/s/ Thomas L. Millner Director
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Thomas L. Millner
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Index to Exhibits
(4) (a) The Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Annual Report
on Form 10-K for the year ended December 31, 1998)
(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. 33-57432)
(5) Opinion of McGuireWoods LLP
(23) (a) Consent of PricewaterhouseCoopers LLP.
(b) Consent of McGuireWoods LLP (included in the opinion filed as
Exhibit 5)
(24) Power of attorney (see signature page)
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