As filed with the Securities and Exchange Commission on June 18, 1999
Registration No. 333-48370
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SHELBY WILLIAMS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 62-0974443
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11-111 MERCHANDISE MART
CHICAGO, ILLINOIS
(312) 527-3593
(Address and telephone number of principal executive offices)
SHELBY WILLIAMS INDUSTRIES, INC.
1992 KEY EMPLOYEE'S INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
ROBERT C. COULTER
PRESIDENT AND CHIEF OPERATING OFFICER
SHELBY WILLIAMS INDUSTRIES, INC.
150 SHELBY WILLIAMS DRIVE
MORRISTOWN, TENNESSEE 37813
(423) 586-7000
(Name, address and telephone number of agent for service)
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Copy to:
WALTER ROTH, ESQ.
D'ANCONA & PFLAUM LLC
111 EAST WACKER DRIVE
SUITE 2800
CHICAGO, ILLINOIS 60601
(312) 602-2000
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This Registration Statement No. 333-48370 (the "Registration Statement")
registered shares of common stock, $0.05 par value per share, (the "Common
Stock"), of Shelby Williams Industries, Inc., a Delaware corporation (the
"Registrant") to be issued upon the exercise of certain options under the
Registrant's 1992 Key Employees' Incentive Stock Option Plan (the "Plan").
On June 14, 1999, the tender offer of SY Acquisition, Inc., a wholly owned
subsidiary of Falcon Products, Inc. to purchase all of the outstanding shares of
Common Stock of the Registrant expired. On June 15, 1999, SY Acquisition, Inc.
accepted for payment approximately ninety-eight percent (98%) of the outstanding
Common Stock of the Registrant pursuant to the tender offer. On June 18, 1999,
pursuant to the Agreement and Plan of Merger between the Registrant, SY
Acquisition, Inc. and Falcon Products, Inc., SY Acquisition, Inc. was merged
with and into the Registrant, the Registrant became a wholly-owned subsidiary of
Falcon Products, Inc. and all of the issued and outstanding stock options of the
Registrant were cancelled and the Plan was terminated. As a result of the
consummation of the tender offer, the merger, the cancellation of the
outstanding options and the termination of the Plan, the Registrant hereby
amends the Registration Statement to remove the Common Stock from registration
under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Morristown, State of Tennessee, on the 18th day
of June, 1999.
SHELBY WILLIAMS INDUSTRIES, INC.
By: /s/ Paul N. Steinfeld
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Paul N. Steinfeld
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities indicated on June 18, 1999.
NAME TITLE DATE
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/s/ Paul N. Steinfeld Chairman and Chief Executive June 18, 1999
- ----------------------------- Officer (Principal
Paul N. Steinfeld Executive Officer)
/s/ Robert C. Coulter President, Chief Operating June 18, 1999
- ----------------------------- Officer and Acting Chief
Robert C. Coulter Financial Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Michael J. Dreller Director June 18, 1999
- ----------------------------
Michael J. Dreller
/s/ Franklin A. Jacobs Director June 18, 1999
- ----------------------------
Franklin A. Jacobs
/s/ Darryl C. Rosser Director June 18, 1999
- ----------------------------
Darryl C. Rosser