As filed with the Securities and Exchange Commission on January 10, 1997.
Registration No.____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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LADD FURNITURE, INC.
(Exact name of issuer as specified in its charter)
North Carolina 56-1311320
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Plaza Center, Box HP-3
High Point, North Carolina 27261-1500
(Address of principal executive offices) (Zip Code)
LADD FURNITURE, INC.
RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES
(Full title of the plan)
William S. Creekmuir
Executive Vice President, Secretary, Treasurer
and Chief Financial Officer
LADD Furniture, Inc.
One Plaza Center, Box HP-3
High Point, North Carolina 27261-1500
(910) 889-0333
(Name, address and telephone number of agent for service)
Copies to
Robert E. Esleeck, Esq.
Petree Stockton, L.L.P.
1001 West Fourth Street
Winston-Salem, North Carolina 27101
Approximate date of proposed commencement of sales pursuant to the plan:
Promptly after the effectiveness of this Registration Statement.
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Offering Registration Fee
Per Share Price
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Common Stock 300,000 shares $15.4375(1) $4,631,250 $1,403.41
$0.30 par value
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(1) Estimated solely for purposes of calculating the registration fee. The
maximum offering price per share is based upon the average of the high
and low sales prices of the common stock on January 7, 1997.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Item 1. Plan Information *
Item 2. Registrant Information and Employee Plan Annual Information *
* The documents containing the information required by Part I of
Form S-8 will not be filed with the Commission as part of this
Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by LADD Furniture, Inc. (the "Company")
with the Securities and Exchange Commission are incorporated in this
Registration Statement by reference: (i) the Annual Report of the Company filed
on Form 10-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 for the year ended December 30, 1995, containing audited consolidated
financial statements for the fiscal year of the Company then ended; (ii) the
Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 30,
1996, June 29, 1996 and September 28, 1996; and (iii) the description of the
common stock of the Company contained in the Registration Statement of the
Company filed on Form 8-A pursuant to Section 12 of the Securities Exchange Act
of 1934, including any amendments or reports which have been filed for the
purpose of updating such description. In addition, all documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities 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 a part hereof
from the date of filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Certain legal matters in connection with this offering will be passed
upon for the Company by Petree Stockton, L.L.P., Winston-Salem, North Carolina.
Petree Stockton, L.L.P. serves as general counsel to the Company and has
received and is expected to receive payment for legal services rendered or to be
rendered on an ongoing basis to the Company. As of December 31, 1996, attorneys
at Petree Stockton, L.L.P. owned 12,262 shares of the common stock of the
Company.
Item 6. Indemnification of Directors and Officers
Article VII of the Company's bylaws provides for the indemnification of
officers and directors to the fullest extent permitted under North Carolina
corporate law, as follows:
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ARTICLE VII
INDEMNIFICATION AND REIMBURSEMENT
OF DIRECTORS AND OFFICERS
1. Indemnification for Expenses and Liabilities.
(a) Any person who at any time serves or has served:
(1) as a director, officer, employee or agent of the Corporation, (2)
at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, or other enterprise, or (3) at the
request of the Corporation as a trustee or administrator under an
employee benefit plan, shall have a right to be indemnified by the
Corporation to the fullest extent from time to time permitted by law
against Liability and Expenses in any Proceeding (including without
limitation a Proceeding brought by or on behalf of the Corporation
itself) arising out of his status as such or activities in any of the
foregoing capacities or results from him being called as a witness at a
time when he was not a named defendant or respondent to any Proceeding.
(b) The Board of Directors of the Corporation shall
take all such action as may be necessary and appropriate to authorize
the Corporation to pay the indemnification required by this provision,
including, without limitation, to the extent needed, making a good
faith evaluation of the manner in which the claimant for indemnity
acted and of the reasonable amount of indemnity due him.
(c) Any person who at any time serves or has served
in any of the aforesaid capacities for or on behalf of the Corporation
shall be deemed to be doing or to have done so in reliance upon, and as
consideration for, the rights provided for herein. Any repeal or
modification of these indemnification provisions shall not affect any
rights or obligations existing at the time of such repeal or
modification. The rights provided for herein shall inure to the benefit
of the legal representatives of any such person and shall not be
exclusive of any other rights to which such person may be entitled
apart from this provision.
(d) The rights granted herein shall not be limited by
the provisions contained in Sections 55-8-51 through 55-8-56 of the
North Carolina Business Corporation Act or any successor to such
statutes.
2. Advance Payment of Expenses. The Corporation shall (upon
receipt of an undertaking by or on behalf of the Director, officer,
employee or agent involved to repay the Expenses described herein
unless it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation against such Expenses) pay Expenses
incurred by such Director, officer, employee or
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agent in defending a Proceeding or appearing as a witness at a time
when he has not been named as a defendant or a respondent with respect
thereto in advance of the final disposition of such Proceeding.
3. Insurance. The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a
Director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
partner, trustee, employee, or agent of another domestic or foreign
corporation, partnership, joint venture, trust, or other enterprise or
as a trustee or administrator under an employee benefit plan against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him or her against such
liability.
4. Definitions. The following terms as used in this Article
shall have the following meanings. "Proceeding" means any threatened,
pending or completed action, suit, or proceeding and any appeal therein
(and any inquiry or investigation that could lead to such action, suit,
or proceeding), whether civil, criminal, administrative, investigative
or arbitrative and whether formal or informal. "Expenses" means
expenses of every kind, including counsel fees. "Liability" means the
obligation to pay a judgment, settlement, penalty, fine (including an
excise tax assessed with respect to an employee benefit plan),
reasonable expenses incurred with respect to a Proceeding and all
reasonable expenses incurred in enforcing the indemnification rights
provided herein. "Director," "officer," "employee," and "agent" include
the estate or personal representative of a Director, officer, employee,
or agent. "Corporation" shall include any domestic or foreign
predecessor of this Corporation in a merger or other transaction in
which the predecessor's existence ceased upon consummation of the
transaction.
Item 7. Exemption from Registration Claimed
Not Applicable.
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Item 8. Exhibits
The following exhibits, listed in accordance with the number assigned
to each in the exhibit table of Item 601 of Regulation S-K, are included in Part
II of this Registration Statement. Exhibit numbers omitted are not applicable.
Exhibit No. Exhibits
4 LADD Furniture, Inc. Retirement Savings Plan for Hourly Employees.
5 Form of legal opinion of Petree Stockton, L.L.P. with respect to the
legality of the securities being registered hereunder.
24.a Consent of KPMG Peat Marwick LLP.
24.b Consent of Petree Stockton, L.L.P. (Contained in their opinion filed as
Exhibit 5 hereto.)
Item 9. Undertakings
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;
(i) 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.
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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
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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
in the initial bona fide offering thereof.
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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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 High Point, State of North Carolina, on December 31,
1996.
LADD FURNITURE, INC.
By s/ William S. Creekmuir
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William S. Creekmuir, Executive Vice
President, Secretary, Treasurer and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
s/ Richard R. Allen
_____________________________ Chairman of the Board and December 31, 1996
Richard R. Allen Director
s/ William B. Cash
_____________________________ Director December 31, 1996
William B. Cash
s/ James H. Corrigan, Jr.
_____________________________ Director December 31, 1996
James H. Corrigan, Jr.
s/ O. William Fenn, Jr.
_____________________________ Director December 31, 1996
O. William Fenn, Jr.
s/ L. Glenn Orr
_____________________________ Director December 31, 1996
L. Glenn Orr
s/ Don A. Hunziker
_____________________________ Director December 31, 1996
Don A. Hunziker
s/ Dr. Thomas F. Keller
_____________________________ Director December 31, 1996
Dr. Thomas F. Keller
s/ Fred L. Schuermann, Jr.
_____________________________ President, Chief Executive December 31, 1996
Fred L. Schuermann, Jr. Officer and Director
s/ William S. Creekmuir
_____________________________ Executive Vice President, December 31, 1996
William S. Creekmuir Secretary, Treasurer and
Chief Financial Officer
s/ Daryl B. Adams
_____________________________ Vice President, Corporate December 31, 1996
Daryl B. Adams Controller and Chief
Accounting Officer