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As filed with the Securities and Exchange Commission on May 12, 1994
Registration No. 33-
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 issuer as specified in its charter)
Maryland 58-0821900
--------------------------------- -------------------------------
(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)
1993 NON-QUALIFIED STOCK OPTION PLAN
------------------------------------
(Full Title of the Plan)
RAWSON HAVERTY
Chairman of the Board
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:
Helen T. Ferraro, Esq.
Smith, Gambrell & Russell
3343 Peachtree Road, N.E.
Suite 1800, East Tower
Atlanta, Georgia 30326-1010
(404) 264-2620
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CALCULATION OF REGISTRATION FEE
=======================================================================================================================
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
---------------- ---------- ----- ----- ----------------
Options and Shares
of $1.00 par value 500,000 $13.75 $6,875,000 $2,371
Common Stock Shares
- -----------------------------------------------------------------------------------------------------------------------
(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 System
on May 6, 1994.
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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 and
Exchange Act of 1934, 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:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993, together with those portions of the Company's 1993
Annual Report to Stockholders, including the audited financial statements
contained therein, which are incorporated by reference into the Company's Form
10-K;
(b) the Company's Definitive Proxy Statement, dated March 22, 1994,
as filed with the Securities and Exchange Commission in connection with the
Company's 1994 Annual Meeting of Stockholders;
(c) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994, as filed with the Securities and Exchange Commission; and
(d) the Company's Registration Statement on Form 8-A, as filed with
the Securities and Exchange Commission on April 22, 1986, to register the $1.00
par value Class A Common Stock under Section 12(g) of the Securities and
Exchange Act of 1934, as amended, which Registration Statement contains a
description of the Common Stock and the Class A Common Stock.
Item 4. Description of Securities.
No response is required to this item.
Item 5. Interests of Named Experts and Counsel.
Alex W. Smith, a director of the Company, is a partner of the law firm
of Smith, Gambrell & Russell, Atlanta, Georgia, which serves as general counsel
to the Company and receives legal fees for services rendered.
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Item 6. Indemnification of Officers and Directors.
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.
Item 7. Exemption From Registration Claimed.
No response to this Item is required.
Item 8. Exhibits.
The following exhibits are filed with this Registration Statement.
Exhibit
Number Description of Exhibit
------ ----------------------
4.1 Registrant's 1993 Non-Qualified Stock Option Plan, as
amended.
5.1 Opinion of Smith, Gambrell & Russell.
23.1 Consent of Ernst & Young (included at page II-4 of this
Registration Statement).
23.2 Consent of Smith, Gambrell & Russell (contained in
their opinion filed as Exhibit 5.1).
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;
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(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, 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 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 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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Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1993 Non-Qualified Stock Option Plan of Haverty
Furniture Companies, Inc. of our report dated February 1, 1994 with respect to
the financial statements of Haverty Furniture Companies, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1993
and the related financial statement schedules included therein, filed with the
Securities and Exchange Commission.
ERNST & YOUNG
May 11, 1994
Atlanta, Georgia
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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 the City of Atlanta, State of Georgia, on this 12th day of May,
1994.
HAVERTY FURNITURE COMPANIES, INC.
By: /s/ Rawson Haverty
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Rawson Haverty
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- ---------------------------------- ------------------------- --------------
/s/ Rawson Haverty Chairman of the Board May 12, 1994
- ----------------------------------
(Rawson Haverty)
/s/ John E. Slater, Jr. President and Chief May 12, 1994
- ---------------------------------- Executive Officer,
(John E. Slater, Jr.) Director (Principal
Executive Officer)
/s/ Dennis L. Fink Senior Vice President May 12, 1994
- ---------------------------------- and Chief Financial
(Dennis L. Fink) Officer (Principal
Financial Officer)
/s/ Dan C. Bryant Controller (Principal May 12, 1994
- ---------------------------------- Accounting Officer)
(Dan C. Bryant)
/s/ Clarence H. Smith Vice President, May 12, 1994
- ---------------------------------- Regional Manager and
(Clarence H. Smith) Director
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Signature Title Date
- --------------------------------- ------------------------- --------------
/s/ Rawson Haverty, Jr. Vice President and May 12, 1994
- --------------------------------- Director
(Rawson Haverty, Jr.)
/s/ Fred J. Bates Regional Manager and
- --------------------------------- Director May 12, 1994
(Fred J. Bates)
/s/ Frank S. McGaughey, Jr. Director May 12, 1994
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(Frank S. McGaughey, Jr.)
/s/ L. Phillip Humann Director May 12, 1994
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(L. Phillip Humann)
/s/ Dr. Kenneth Black, Jr. Director May 12, 1994
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(Dr. Kenneth Black, Jr.)
/s/ John Rhodes Haverty, M.D. Director May 12, 1994
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(John Rhodes Haverty, M.D.)
/s/ Clarence H. Ridley Director May 12, 1994
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(Clarence H. Ridley)
/s/ Alex W. Smith Director May 12, 1994
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(Alex W. Smith)
/s/ Lynn H. Johnston Director May 12, 1994
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(Lynn H. Johnston)
/s/ William A. Parker, Jr. Director May 12, 1994
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(William A. Parker, Jr.)
/s/ Robert R. Woodson Director May 12, 1994
- ---------------------------------
(Robert R. Woodson)
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Exhibit Index
Sequential
Exhibit Description Page No.
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4.1 Registrant's 1993 Non-Qualified Stock Option Plan, as amended
5.1 Opinion of Smith, Gambrell & Russell