SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 26, 2005
STANLEY FURNITURE COMPANY, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-14938 54-1272589
(Commission File Number) IRS Employer Identification No.)
1641 Fairystone Park Highway
Stanleytown, Virginia 24168
(Address of Principal Executive Offices) (Zip Code)
(276) 627-2000
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On April 26, 2005, the Compensation Committee of the Board of Directors
approved, and the Company entered into, an amendment to the Employment Agreement
with Albert L. Prillaman terminating his Employment Agreement in connection with
his retirement from employment with the Company as of April 30, 2005. The
amendment provides for the existing provisions of the Employment Agreement with
respect to confidential information and non-solicitation of employees to survive
termination of employment in accordance with their existing terms. In addition,
pursuant to the amendment, the Company has agreed to transfer to Mr. Prillaman
the automobile that he currently uses and to pay Mr. Prillaman an amount to
cover taxes imposed on the transfer of the automobile.
On April 26, 2005, the Board of Directors designated Albert L.
Prillaman as Lead Director. The Board of Directors also approved the
recommendation of the Corporate Governance and Nominating Committee that the
Lead Director receive annual cash compensation in the amount of $120,000.
The Board of Directors approved the recommendation of the Corporate
Governance and Nominating Committee revising the Company's policy for
compensation of non-employee directors to provide that (i) each non-employee
director (other than the Lead Director) receive annual cash compensation in the
amount of $30,000 per year and (ii) each non-employee director receive an annual
stock option grant to acquire a number of shares with a fair value of $30,000.
Pursuant to this policy, the Board of Directors approved a grant of an option to
acquire 1,591 shares of the Company's common stock to each non-employee
director. The terms of the options are consistent with prior practices.
As Mr. Prillaman continues as an employee of the Company until April 30, 2005,
he did not receive the 2005 grant made to non-employee directors.
Item 1.02 Termination of a Material Definitive Agreement.
On April 26, 2005, the Compensation Committee of the Board of Directors
approved, and the Company entered into, an amendment to the Employment Agreement
with Albert L. Prillaman terminating his Employment Agreement in connection with
his retirement from employment with the Company as of April 30, 2005, as
described in Item 1.01 above.
Item 9.01 Financial Statements and Exhibits
(c) 10.01 Third Amendment, dated as of April 26, 2005, to the Employment
Agreement between the Registrant and Albert L. Prillaman.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STANLEY FURNITURE COMPANY, INC.
Date: May 2, 2005 By: /s/Jeffrey R. Scheffer
----------------------
Jeffrey R. Scheffer
Chairman, President and
Chief Executive Officer