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As filed with the Securities and Exchange Commission on May 20, 1998
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HAVERTY FURNITURE COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
Maryland 58-0281900
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(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
866 West Peachtree Street, N.W., Atlanta, Georgia 30308
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(Address of Principal Executive Offices) (Zip Code)
1998 STOCK OPTION PLAN
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(Full Title of the Plan)
JOHN E. SLATER, JR.
President and Chief Executive Officer
866 West Peachtree Street, N.W.
Atlanta, Georgia 30308
(404) 881-1911
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(Name, address, telephone number, including
area code, of agent for service)
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Copies Requested to:
Terry Ferraro Schwartz, Esq.
Smith, Gambrell & Russell, LLP
1230 Peachtree Street, N.E.
Suite 3100, Promenade II
Atlanta, Georgia 30309-3592
(404) 815-3731
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share(1) Price(1) Registration Fee
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Options and Shares of
$1.00 par value 1,000,000 $21.44 $21,440,000 $6,325
Common Stock Shares
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low reported
prices of the Common Stock on the Nasdaq National Market on May 15, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are hereby incorporated by reference into
this Registration Statement, and all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended, 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 part hereof from the date of
filing such documents:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1997, together with those portions of the Company's
1997 Annual Report to Stockholders, including the audited
financial statements contained therein, which are incorporated
by reference into the Company's Form 10-K;
2. The Company's Definitive Proxy Statement, dated March 23, 1998,
as filed with the Securities and Exchange Commission (the
"Commission") in connection with the Company's 1998 Annual
Meeting of Stockholders;
3. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998, as filed with the Commission; and
4. The Company's Registration Statement on Form 8-A, as filed with
the Commission on April 22, 1986, to register the Company's
$1.00 par value Common Stock under Section 12(g) of the
Securities Exchange Act of 1934, as amended, which Registration
Statement contains a description of the Common Stock.
ITEM 4. DESCRIPTION OF SECURITIES.
No response is required to this item.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
No response is required to this item.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Fifteenth Article of the Articles of Incorporation of the Company
provides that, to the fullest extent permitted by Maryland law, no director or
corporate officer of the Company shall have any liability to the Company or its
stockholders for damages. The Fifteenth Article further provides that the
Company shall indemnify and advance expenses to its directors and corporate
officers to the fullest extent that indemnification of directors is permitted by
Maryland law.
Section 2-418 of the Maryland General Corporation Law provides, under
certain circumstances, for the indemnification of any director made a party to
any proceeding by reason of serving as a director of a corporation against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by the director in connection with the proceeding.
The Company maintains director and officer liability insurance.
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Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No response to this Item is required.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference
into this Registration Statement:
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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5.1 Opinion of Smith, Gambrell & Russell, LLP.
10.1 Registrant's 1998 Stock Option Plan.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Smith, Gambrell & Russell, LLP (contained
in their opinion filed as Exhibit 5.1).
24.1 Powers of Attorney (contained on the signature page
to this Registration Statement).
ITEM 9. UNDERTAKINGS.
(a) 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 Registration Statement
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;
(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) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, as amended, 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
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offered therein, and the offering of such securities at the time shall be deemed
to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, 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, as amended,
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 Atlanta, State of Georgia, on this 19th day of
May, 1998.
HAVERTY FURNITURE COMPANIES, INC.
By: /s/ John E. Slater, Jr.
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John E. Slater, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Rawson Haverty, John E. Slater, Jr. and
Dennis L. Fink or any 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 or all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, including a Registration Statement filed under Rule 462(b) of the
Securities Act of 1933, as amended, 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 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 any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
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/s/ Rawson Haverty Chairman of the Board May 19, 1998
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Rawson Haverty
/s/ John E. Slater, Jr. President, Chief Executive May 19, 1998
- ---------------------------------------------------- Officer and Director
John E. Slater, Jr. (Principal Executive
Officer)
/s/ Fred J. Bates Regional Manager and May 19, 1998
- ---------------------------------------------------- Director
Fred J. Bates
/s/ Dan C. Bryant Controller (Principal May 19, 1998
- ---------------------------------------------------- Accounting Officer)
Dan C. Bryant
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/s/ Dennis L. Fink Executive Vice President May 19, 1998
- ---------------------------------------------------- and Chief Financial Officer
Dennis L. Fink (Principal Financial Officer)
/s/ John T. Glover Director May 19, 1998
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John T. Glover
/s/ Rawson Haverty, Jr. Vice President and Director May 19, 1998
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Rawson Haverty, Jr.
/s/ L. Phillip Humann Director May 19, 1998
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L. Phillip Humann
- ---------------------------------------------------- Director
Lynn H. Johnston
/s/ Frank S. McGaughey, III Director May 19, 1998
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Frank S. McGaughey, III
Director
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Clarence H. Ridley
/s/ Clarence H. Smith Senior Vice President and May 19, 1998
- ---------------------------------------------------- Director
Clarence H. Smith
Director
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Robert R. Woodson
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Exhibit Index
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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5.1 Opinion of Smith, Gambrell & Russell, LLP.
10.1 1998 Stock Option Plan.
23.1 Consent of Ernst & Young LLP.