UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): September 28, 2005
HOOKER FURNITURE CORPORATION
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of incorporation or organization)
| 000-25349 | 54-0251350 | |
| (Commission File No.) | (I.R.S. Employer Identification No.) | |
| 440 East Commonwealth Boulevard, Martinsville, Virginia | 24112 | |
| (Address of principal executive offices) | (Zip Code) | |
(276) 632-0459
(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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On September 29, 2005, Hooker Furniture issued a press release announcing its results of operations for the third quarter of fiscal year 2005. A copy of Hooker Furniture’s press release is furnished with this report as Exhibit 99.1.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
Effective September 28, 2005, Robert M. “Mac” Cooper was appointed to the Board of Directors of Hooker Furniture. Mr. Cooper is president and chief executive officer of The Uttermost Co., a leading decorative accessories company. He will serve as a member of the Company’s Compensation and Nominating and Corporate Governance Committees.
A copy of Hooker Furniture’s press release, dated September 28, 2005, announcing that Mr. Cooper had joined Hooker Furniture’s Board of Directors, is filed with this report as Exhibit 99.2 and is incorporated into this Item 5.02 by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press Release dated September 29, 2005 | |
| 99.2 | Press Release dated September 28, 2005 | |
2
Signature
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.
| HOOKER FURNITURE CORPORATION | ||
| By: |
/s/ R. GARY ARMBRISTER | |
| R. Gary Armbrister | ||
| Chief Accounting Officer | ||
Date: October 4, 2005
3
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated September 29, 2005 | |
| 99.2 | Press Release dated September 28, 2005 | |
E-1