UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
Commission file number 0-14938
STANLEY FURNITURE COMPANY, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 54-1272589
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1641 Fairystone Park Highway, Stanleytown, VA 24168
(Address of principal executive offices, Zip Code)
Registrant's telephone number, including area code: (276) 627-2000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.02 per share
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days: Yes (x) No ( )
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ( )
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2): Yes (x) No ( )
Aggregate market value of the voting stock held by non-affiliates of the
Registrant based on the closing price on February 7, 2003: $124 million
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock as of February 7, 2003:
Common Stock, par value $.02 per share 6,568,717
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(Class of Common Stock) Number of Shares
Documents incorporated by reference: Portions of the Registrant's Proxy
Statement for its Annual Meeting of Stockholders scheduled for April 16, 2003
are incorporated by reference into Part III.
Explanatory Note
The undersigned Registrant hereby amends its Annual Report on Form 10-K (the
"Form 10-K") for the year ended December 31, 2002 to include Exhibit 10.32,
which was inadvertently omitted from the Form 10-K previously filed.
Item 15. Exhibits, Financial Statement Schedule and Reports on Form 8-K
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(a) Documents filed as a part of this Report:
(1) The following consolidated financial statements are included in this report
on Form 10-K:
Report of Independent Accountants
Consolidated Balance Sheets as of December 31, 2002 and 2001
Consolidated Statements of Income for each of the three years in the
period ended December 31, 2002
Consolidated Statements of Changes in Stockholders' Equity for each of the
three years in the period ended December 31, 2002
Consolidated Statements of Cash Flows for each of the three years in the
period ended December 31, 2002
Notes to Consolidated Financial Statements
(2) Financial Statement Schedule:
Schedule II - Valuation and Qualifying Accounts for each of the three
years in the period ended December 31, 2002
(b) The following reports on Form 8-K were filed by the Registrant during the
last quarter of the period covered by this report:
A report on Form 8-K was filed on December 11, 2002, to announce the
election of Jeffrey Scheffer as Chief Executive Officer.
(c) Exhibits:
3.1 The Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's Form
10-K (Commission File No. 0-19938) for the year ended December 31,
1998).
3.2 By-laws of the Registrant as amended.
4.1 The Certificate of Incorporation and By-laws of the Registrant as
currently in effect (incorporated by reference to Exhibits
3.1 and 3.2 hereto).
4.2 Note Agreement dated February 15, 1994 between the Registrant and the
Prudential Insurance Company of America (Incorporated by reference to
Exhibit 4.6 to the Registrant's Form 10-K (Commission File No. 0-14938)
for the year ended December 31, 1993).
4.3 Letter Amendment, dated October 14, 1996, to Note Agreements, dated
February 15, 1994 and June 29, 1995, between the Registrant and The
Prudential Insurance Company of America (incorporated by reference to
Exhibit 4.1 to the Registrant's Form 10-Q (Commission File No. 0-14938)
for the quarter ended September 29, 1996).
4.4 Letter Amendment, dated June 16, 1997, to Note Agreements, dated
February 15, 1994 and June 29, 1995, between the Registrant and The
Prudential Insurance Company of America (incorporated by reference to
Exhibit 4.1 to the Registrant's Statement on Form 8-K (Commission File
No. 0-14938) filed July 9, 1997).
4.5 Note Purchase and Private Shelf Agreement, dated as of June 29, 1995,
among the Company, The Prudential Insurance Company of America and the
affiliates of Prudential who become Purchasers as defined therein
(incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K
(Commission File No. 0-14938) filed December 2, 1997).
4.6 Amendment, dated as of May 10, 1999, to Note Agreements, dated February
15, 1994 and June 29, 1995, between the Registrant and The Prudential
Insurance Company of America (incorporated by reference to Exhibit 4.1
to the Registrant's Form 10-Q (Commission File No. 0-14938) for the
quarter ended June 26, 1999).
4.7 Private Shelf Agreement dated as of September 9, 1999, as amended as of
April 26, 2001, among the Company, The Prudential Insurance Company of
America and the affiliates of Prudential who became purchasers as
defined therein (incorporated by reference to Exhibit 4.1 to the
Registrant's Form 10Q (Commission File No 0-14938) for the quarter
ended June 30, 2001).
Pursuant to Regulation S-K, Item 601(b)(4)(iii), instruments evidencing
long term debt less than 10% of the Registrant's total assets have been omitted
and will be furnished to the Securities and Exchange Commission upon request.
10.1 Employment Agreement made as of January 1, 1991 between Albert L.
Prillaman and the Company (incorporated by reference to
Exhibit 10.1 to the Registrant's Form 10-K (Commission File No.
0-14938) for the year ended December 31, 1991).(2)
10.2 Lease dated February 23, 1987 between Stanley Interiors Corporation
and Southern Furniture Exposition Building, Inc. d/b/a
Southern Furniture Market Center (incorporated by reference to
Exhibit 10.10 to the Registrant's Form 10-K (Commission File
No. 0-14938) for the year ended December 31, 1987).
10.3 Lease dated June 30, 1987 between A. Allan McDonald, Virginia Cary
McDonald, C. R. McDonald, Dorothy V. McDonald, and
Lillian S. McDonald, as lessor, and Stanley Interiors Corporation,
as lessee (incorporated by reference to Exhibit 10.14 to
the Registrant's Form 10-K (Commission File No. 0-14938) for the year
ended December 31, 1987).
10.4 Supplemental Retirement Plan of Stanley Furniture Company, Inc., as
restated effective January 1, 1993. (incorporated by
reference to Exhibit 10.8 to the Registrant's Form 10-K
(Commission File No. 0-14938) for the year ended December 31,
1993).(2)
10.5 First Amendment to Supplemental Retirement Plan of Stanley Furniture
Company, Inc., effective December 31, 1995, adopted
December 15, 1995 (incorporated by reference to Exhibit 10.7 to the
Registrant's Form 10-K (Commission File No. 0-14938) for
the year ended December 31, 1995).(2)
10.6 Stanley Interiors Corporation Deferred Compensation Capital Enhancement
Plan, effective January 1, 1986, as amended and restated effective
August 1, 1987 (incorporated by reference to Exhibit 10.12 to the
Registrant's Registration Statement on Form S-1(Commission File No.
0-14938), No. 33-7300).(2)
10.7 Split Dollar Insurance Agreement dated as of March 21, 1991 between
Albert L. Prillaman and the Registrant (incorporated by reference to
Exhibit 10.43 to the Registrant's Form 10-K (Commission File No.
0-14938) for the year ended December 31, 1991).(2)
(2) Management contract or compensatory plan
10.8 Second Amended and Restated Revolving Credit Facility and Term Loan
Agreement dated February 15, 1994 (the "Second Amended and Restated
Credit Facility") between the Registrant, National Canada Finance
Corp., and the National Bank of Canada (incorporated by reference to
Exhibit 10.17 to Registrant's Form 10-K (Commission File No. 0-14938)
for the year ended December 31, 1994).
10.9 First Amendment to Second Amended and Restated Credit Facility dated as
of August 21, 1995 (incorporated by reference to Exhibit 10.14 to
Registrant's Form 10-K (Commission File No. 0-14938) for the year ended
December 31, 1995).
10.10 1992 Stock Option Plan (incorporated by reference to Registrant's
Registration Statement on Form S-8 No. 33-58396).(2)
10.11 1994 Stock Option Plan. (incorporated by reference to Exhibit
10.18 to the Registrant's Form 10-K (Commission File No.
0-14938) for the year ended December 31, 1994).(2)
10.12 1994 Executive Loan Plan. (incorporated by reference to Exhibit 10.19
to the Registrant's Form 10-K (Commission File No.
0-14938) for the year ended December 31, 1994).(2)
10.13 Employment Agreement dated as of June 1, 1996, between Douglas I. Payne
and the Registrant (incorporated by reference to Exhibit 10.1 to the
Registrant's Form 10-Q (Commission File No. 0-14938) for the quarter
ended June 30, 1996).(2)
10.14 Amendment No. 1, dated as of October 1, 1996, to the Employment
Agreement, dated as of January 1, 1991, between the
Registrant and Albert L. Prillaman (incorporated by reference to
Exhibit 10.4 to the Registrant's Form 10-Q (Commission File
No. 0-14938) for the quarter ended September 29, 1996).(2)
10.15 Assignment and Transfer Agreement, dated as of October 8, 1996, between
National Canada Finance Corp. and National Bank of Canada relating to
the Second Amended and Restated Revolving Credit Facility (incorporated
by reference to Exhibit 10.1 to the Registrant's Form 10-Q (Commission
File No. 0-14938) for the quarter ended September 29, 1996).
10.16 Second Amendment, dated as of October 14, 1996, to the Second Amended
and Restated Revolving Credit Facility (incorporated by reference to
Exhibit 10.2 to the Registrant's Form 10-Q (Commission File No.
0-14938) for the quarter ended September 29, 1996).
10.17 Third Amendment, dated as of June 24, 1997, to the Second Amended and
Restated Revolving Credit Facility and Term Loan Agreement dated
February 15, 1994 between the Registrant, National Canada Finance
Corp., and the National Bank of Canada (incorporated by reference to
Exhibit 99.4 to the Registrant's Form 8-K (Commission File No. 0-14938)
filed July 9, 1997).
10.18 Fourth Amendment, dated February 24, 1998, to the Second Amended and
Restated Revolving Credit Facility and Term Loan Agreement dated
February 15, 1994 between the Registrant, National Canada Finance
Corp., and the National Bank of Canada (incorporated by reference to
Exhibit 10.1 to the Registrant's Form 10-Q (Commission File No.
0-14938) for the quarter ended March 28, 1998).
10.19 Fifth Amendment, dated as of March 10, 1999, to the Second Amended and
Restated Revolving Credit Facility and Term Loan Agreement dated
February 15, 1994 among the Registrant, National Canada Finance Corp.,
and the National Bank of Canada (incorporated by reference to Exhibit
10.1 to the Registrant's Form 10-Q (Commission File No. 0-14938) for
the quarter ended March 27, 1999).
(2) Management contract or compensatory plan
10.20 Sixth Amendment, dated March 30, 2000, to the Second Amended and
Restated Revolving Credit Facility and Term Loan Agreement dated
February 15, 1994, among the Registrant, National Bank of Canada
(incorporated by reference to Exhibit 10.1 to the Registrant's Form
10-Q (Commission File No. 0-14938) for the quarter ended April 1,
2001).
10.21 Seventh Amendment, dated as of March 31, 2000, to the Second Amended
and Restated Revolving Credit Facility and Term Loan Agreement dated
February 15, 1994, among the Registrant, National Bank of Canada
(incorporated by reference to Exhibit 10.2 to the Registrant's Form
10-Q (Commission File No. 0-14938) for the quarter ended April 1,
2000).
10.22 2000 Incentive Compensation Plan (incorporate by reference to Exhibit
A to the Registrant's Proxy Statement (Commission File No. 0-14938)
for the special meeting of stockholders held on August 24, 2000). (2)
10.23 Amendment No. 2 to The Stanley Furniture Company, Inc. 1992 Stock
Option Plan dated as of July 1, 2000 (incorporated by
reference to Exhibit 10.2 to the Registrant's Form 10-Q (Commission
File No. 0-14938) for the quarter ended September 1, 2000). (2)
10.24 Amendment No. 1 to The Stanley Furniture Company, Inc. 1994 Stock
Option Plan dated as of July 1, 2000 (incorporated by reference to
Exhibit 10.3 to the Registrant's Form 10-Q (Commission File No.
0-14938) for the quarter ended September 1, 2000).(2)
10.25 Employment Agreement made as of April 9, 2001 between Jeffrey R.
Scheffer and the Registrant (incorporated by reference to
Exhibit 10.1 to the Registrant's Form 10-Q (Commission File No.
0-14938) for the quarter ended June 30, 2001). (2)
10.26 Option Agreement, dated April 30, 2001, between the Registrant and
Jeffery R. Scheffer (incorporated by reference to Exhibit
10.1 to the Registrant's Form 10-Q (Commission File No. 0-14938) for
the quarter ended September 29, 2001). (2)
10.27 Eighth Amendment, dated as of December 18, 2001, to the Second Amended
and Restated Revolving Credit Facility and Term Loan Agreement dated
February 15, 1994, between the Registrant and the National Bank of
Canada (incorporated by reference to Exhibit 10.31 to the Registrant's
Form 10-K (Commission File No. 0-14938) filed February 19, 2002).
10.28 Employment Agreement, dated May 2, 2002, between the Registrant and
William A. Sibbick, J (incorporated by reference to Exhibit 10.1 to
the Registrant's Form 10-Q (Commission File No. 0-14938) for the
quarter ended July 16, 2002). (2)
10.29 Employment Agreement, dated May 2, 2002, between the Registrant and
Kelly S. Cain (incorporated by reference to Exhibit 10.2 to the
Registrant's Form 10-Q (Commission File No. 0-14938) for the quarter
ended July 16, 2002). (2)
10.30 Agreement, dated April 25, 2002, between Stanley Furniture Company,
Inc. and Albert L. Prillaman (incorporated by reference to Exhibit 99.2
to the Registrant's Form 8-K (Commission File No. 0-14938) filed
on April 25, 2002). (2)
(2) Management contract or compensatory plan
10.31 Ninth Amendment, dated August 16, 2002, to the second amended and
restated revolving credit facility dated February 15, 1994, between the
Registrant and PNC Bank, National Association (incorporated by
reference to Exhibit 10.1 to the Registrant's Form 10-Q (Commission
File No. 0-14938) for the quarter ended October 15, 2002).
10.32 Tenth Amendment dated November 1, 2002, to the Second Amended and
Restated Revolving Credit Facility and Term Loan Agreement dated
February 15, 1994, between the Registrant and PNC Bank, successor in
interest to National Bank of Canada. (3)
10.33 Second Amendment to Supplemental Retirement Plan of Stanley Furniture
Company, Inc. effective
January 1, 2002. (1) (2)
21 List of Subsidiaries(1)
23 Consent of PricewaterhouseCoopers LLP(1)
99.1 Certification of Jeffrey R. Scheffer, Chief Executive Officer of the
Company, pursuant to 18 U. S. C. Section 1350, as adopted pursuant to
section 906 of the Sarbanes-Oxley Act of 2002 (1)
99.2 Certification of Douglas I. Payne, Chief Financial Officer of the
Company, pursuant to 18 U. S. C. Section 1350, as adopted pursuant to
section 906 of the Sarbanes-Oxley Act of 2002 (1)
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(1) Filed with Registrant's Form 10-K for the year ended December 31, 2002
previously filed on February 13, 2003
(2) Management contract or compensatory plan
(3) Filed herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
STANLEY FURNITURE COMPANY, INC.
June 20, 2003 By:/s/Jeffrey R. Scheffer
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Jeffrey R. Scheffer
President, and Chief Executive
Officer
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeffrey R. Scheffer, certify that:
1. I have reviewed this amendment to the annual report on Form 10-K of Stanley
Furniture Company, Inc.;
2. Based on my knowledge, this amendment does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
Date: June 20, 2003 /s/ Jeffrey R. Scheffer
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Jeffrey R. Scheffer
Chief Executive Officer
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Douglas I. Payne, certify that:
1. I have reviewed this amendment to the annual report on Form 10-K of Stanley
Furniture Company, Inc.;
2. Based on my knowledge, this amendment does not contain any untrue statement
of a material fact
or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual report;
Date: June 20, 2003 /s/ Douglas I. Payne
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Douglas I. Payne
Chief Financial Officer