As filed with the Securities and Exchange Commission on August 5, 2011
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Haverty Furniture Companies, Inc.
(Exact name of registrant as specified in its charter)
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Maryland
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780 Johnson Ferry Road, Suite 800
Atlanta, Georgia 30342
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58-0281900
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(State or Other jurisdiction of incorporation or organization)
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(Address, including Zip Code, of Principal Executive Offices
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(I.R.S. Employer Identification Number
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Haverty Furniture Companies, Inc.
2004 Long-Term Incentive Plan
(Full Title of the Plan)
Clarence H. Smith,
President and Chief Executive Officer
Haverty Furniture Companies, Inc.
780 Johnson Ferry Road, Suite 800
Atlanta, Georgia 30342
(404) 443-2900
(Name and Address of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
x
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
o
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount to be
Registered
(1)
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Proposed Maximum
Offering Price Per Share
(2
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Proposed Maximum
Aggregate Offering Price
(3)
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Amount of
Registration Fee
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Common Stock ($1.00 par value per share
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1,000,000
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$11.07
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$1,107,000
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$1,285
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(1)
This Registration Statement covers 1,000,000 additional shares of common stock, par value $1.0 par value per share, of Haverty Furniture Companies, Inc. (the “Registrant” or the “Corporation”) available for issuance pursuant to awards under the Corporation’s 2004 Long-Term Incentive Plan, as amended effective May 9, 2011 (the “Plan”). This Registration Statement also covers any additional shares of common stock of the Registrant that become issuable pursuant to awards under the Plan by reason of any stock dividend, stock, split, recapitalization or other similar transaction that results in an increase in the number of outstanding shares of common stock of the Registrant.
(2)
Calculated solely for purposes of this offering under Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low selling prices per share of common stock of the Registrant on August 1, 2011, as reported on the New York Stock Exchange.
(3)
Pursuant to General Instruction E. to Form S-8, a filing fee is only being paid with respect to the registration of additional securities for the Plan. A Registration Statement on Form S-8 has been filed previously on November 10, 2004 (File No. 333-120352) covering 1,100,000 shares of common stock reserved for issuance pursuant to awards under the Plan.
EXPLANATORY NOTE
Incorporation by Reference.
This Registration Statement is filed pursuant to General Instruction E to Form S-8. The contents of the Registration Statement on Form S-8 (File No. 333-120352) is incorporated herein by reference and made a part hereof.
Registration of Additional Shares of Common Stock Under the Plan.
This Registration Statement on Form S-8 is filed by the Registrant to register an additional 1,000,000 shares of common stock, $1.00 par value per share, of Haverty Furniture Companies, Inc. which may be awarded under the Plan pursuant to an amendment of such plan authorized by the stockholders of the Registrant on May 9, 2011.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The contents of the Registration Statement on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on November 10, 2004 by the Registrant are incorporated herein by reference. In addition, the following new documents filed with the Commission by the Corporation are incorporated herein by reference.
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(a)
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The Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed with the Commission on March 4, 2011;
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(b)
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The Corporation’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2011, filed with the Commission on May 5, 2011, and June 30, 2011, filed on August 5, 2011.
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(b)
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The Current Reports on Form 8-K filed with the Commission on January 6, 2011, January 31, 2011, March 1, 2011, May 5, 2011, May 12, 2011 and August 4, 2011(excluding information furnished under Items 2.02, 7.01 and 9.01); and
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(c)
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The description of the Company’s $1.00 par value per share common stock contained in the Company’s Registration Statement on Form 8-A, as filed with the Commission on August 25, 1998 to register the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended.
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All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. In no event, however, will any information that the Registrant discloses under Item 2.02 or Item 7.01 of any Current Report on Form 8-K that the Registrant may from time to time furnish to the Commission be incorporated by reference into, or otherwise become a part of, this Registration Statement. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.
Item 8. Exhibits.
Each exhibit identified below is filed as part of this report. Exhibits not incorporated by reference to a prior filing are designated by an “*”; all exhibits not so designated are incorporated herein by reference to a prior filing as indicated.
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Exhibit No.
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Description
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*4.1
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Haverty Furniture Companies, Inc. 2004 Long-Term Incentive Plan (as amended effective May 9, 2011).
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4.2
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Articles of Amendment and Restatement of the Charter of Haverty Furniture Companies, Inc. effective May 2006 (Exhibit 3.1 to our 2006 Second Quarter Form 10-Q).
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4.3
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By-laws of Haverty Furniture Companies, Inc. as amended effective May 12, 2010 (Exhibit 3.2 to our First Quarter 2010 Form 10-Q).
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*5.1
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Opinion of Smith, Gambrell & Russell, LLP.
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*23.1
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Consent of Ernst & Young LLP.
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*23.2
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Consent of Smith, Gambrell & Russell, LLP (included in the opinion filed as Exhibit 5.1).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 August 5, 2011.
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HAVERTY FURNITURE COMPANIES, INC.
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By:
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/s/ CLARENCE H. SMITH
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Clarence H. Smith
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
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/s/ CLARENCE H. SMITH
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/s/ DENNIS L. FINK
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Clarence H. Smith
President and Chief Executive Officer (principal executive officer)
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Dennis L. Fink
Executive Vice President and
Chief Financial Officer
(principal financial and accounting officer)
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
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/s/ JOHN T. GLOVER
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/s/ TERENCE F. McGUIRK
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John T. Glover
Director
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Terence F. McGuirk
Director
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/s/ RAWSON HAVERTY, JR.
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/s/ VICKI R. PALMER
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Rawson Haverty, Jr.
Director
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Vicki R. Palmer
Director
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/s/ L. PHILLIP HUMANN
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/s/ FRED L. SCHUERMANN
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L. Phillip Humann
Non-Executive Chairman of the Board and Director
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Fred L. Schuermann
Director
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/s/ MYLLE H. MANGUM
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/s/ CLARENCE H. SMITH
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Mylle H. Mangum
Director
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Clarence H. Smith
Director
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/s/ FRANK S. McGAUGHEY, III
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/s/ AL TRUJILLO
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Frank S. McGaughey, III
Director
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Al Trujillo
Director
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EXHIBIT INDEX
Exhibits not incorporated by reference to a prior filing are designated by an “*”; all exhibits not so designated are incorporated herein by reference to a prior filing as indicated.
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Exhibit No.
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Description
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*4.1
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Haverty Furniture Companies, Inc. 2004 Long-Term Incentive Plan (as amended effective May 9, 2011).
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4.2
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Articles of Amendment and Restatement of the Charter of Haverty Furniture Companies, Inc. effective May 2006 (Exhibit 3.1 to our 2006 Second Quarter Form 10-Q).
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4.3
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By-laws of Haverty Furniture Companies, Inc. as amended effective May 12, 2010 (Exhibit 3.2 to our First Quarter 2010 Form 10-Q).
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*5.1
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Opinion of Smith, Gambrell & Russell, LLP.
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*23.1
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Consent of Ernst & Young LLP.
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*23.2
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Consent of Smith, Gambrell & Russell, LLP (included in the opinion filed as Exhibit 5.1).
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Exhibit 5.1
August 5, 2011
Haverty Furniture Companies, Inc.
780 Johnson Ferry Road, Suite 800
Atlanta, Georgia 30342
Re: Haverty Furniture Companies, Inc.
Registration Statement on Form S-8
1,000,000 Shares of Common Stock
2004 Long-Term Incentive Plan (as amended)
Ladies and Gentlemen:
We have acted as counsel for Haverty Furniture Companies, Inc., a Maryland corporation (the “Company”), in connection with the registration of an additional 1,000,000 shares of the Company’s common stock, no par value (the “Shares”), to be issued under the Company’s 2004 Long-Term Incentive Plan, as amended (the “Plan”), pursuant to a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof.
In connection therewith, we have examined the Plan, as well as each of the following:
(1)
the Charter of the Company, as amended and restated, certified by the Maryland Department of Assessments and Taxation;
(2) the bylaws of the Company, as amended and restated;
(3) resolutions of the board of directors of the Company adopting the Plan;
(4)
resolutions of the board of directors of the Company authorizing the reservation and issuance under the Plan of 1,000,000 additional shares; and
(5) the Registration Statement.
Based upon such examination and upon examination of such other instruments and records as we have deemed necessary, we are of the opinion that the Shares covered by the Registration Statement have been legally authorized by the Company and, when issued and sold in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.
Notwithstanding anything in this letter to the contrary, the opinion set forth above is given only as of the date hereof. We expressly disclaim any obligation to update the opinion rendered herein and express no opinion as to the effect of events occurring, circumstances arising, or changes of law becoming effective or occurring, after the date hereof on the matters addressed in this letter, and we assume no responsibility to inform you of additional or changed facts, or changes in law, of which we may become aware.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules or regulations of the Commission thereunder.
Very truly yours,
SMITH, GAMBRELL & RUSSELL, LLP
By:
/s/ Terry F. Schwartz
Terry F. Schwartz
