As filed with the Securities and Exchange Commission on November 10, 2004
Registration No. 333-__________
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)
Maryland 58-0281900
(State or other (I.R.S. Employee
jurisdiction of Identification
incorporation or Number
organization)
780 Johnson Ferry Road,
Suite 800
Atlanta, Georgia 30342
(Address of Principal
Executive Offices)
(Zip Code)
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, address, telephone number, including
area code, of agent for service)
______________________
Copies Requested to:
Terry F. Schwartz, Esq.
Smith, Gambrell & Russell, LLP
1230 Peachtree Street, N.E., Suite 3100
Atlanta, Georgia 30309
(404) 815-3500
______________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to Maximum Maximum
Securities be Offering Aggregate
to be Registered Price Per Offering Amount of
Registered Share(1) Price(1) Registration Fee
------------ ---------- ---------- ------------ -------------
Common 1,100,000 $17.875 $19,662,500 $2,491.24
stock, shares
$1.00 par
value
(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 New York Stock Exchange on
November 9, 2004.
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 Act of 1934, as amended,
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 Registrant's Annual Report on Form 10-K for the year
ended December 31, 2003, which contains audited financial
statements for the most recent year for which such statements
have been filed.
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act, since the end of the
fiscal year covered by the Annual Report referred to in (a)
above.
(c) 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.
Item 4. Description of Securities.
--------------------------
No response is required to this item.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
No response is required to this item.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
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 or incorporated by
reference in this Registration Statement:
Exhibit
Number Description of Exhibit
------- -----------------------
4.1 Articles of Incorporation of Haverty Furniture
Companies, Inc., as amended and restated on March
6, 1973, and as amended on April 24, 1979, and as
amended on April 24, 1985 (incorporated herein by
reference to the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 1985);
Articles of Incorporation of Haverty Furniture
Companies, Inc., as amended April 25, 1986
(incorporated herein by reference to the Company's
Quarterly Report on Form 10-Q for the period ended
March 31, 1986); Amendment to Articles of
Incorporation of Haverty Furniture Companies,
Inc., as amended on April 28, 1989 (incorporated
herein by reference to the Company's Quarterly
Report on Form 10-Q for the period ended June 30,
1989); Amendment to Articles of Incorporation of
Haverty Furniture Companies, Inc., as amended on
April 28, 1995 (incorporated herein by reference
to the Company's Annual Report on Form 10-K for
the period ended December 31, 1996); Amended and
Restated Bylaws of Haverty Furniture Companies,
Inc., as amended on February 26, 2004
(incorporated herein by reference to Exhibit 3.2
to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2003).
5.1 Opinion of Smith, Gambrell & Russell, LLP.
10.1 Haverty Furniture Companies, Inc. 2004 Long-Term
Incentive Plan effective as of May 10, 2004.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Smith, Gambrell & Russell, LLP
(contained in the opinion filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page
contained in Part II of this Registration
Statement).
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;
(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.
(c) 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.
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
10th day of November, 2004.
HAVERTY FURNITURE COMPANIES, INC.
/s/ Clarence H. Smith
-------------------------------
Clarence H. Smith
President and Chief Executive
Officer
POWER OF ATTORNEY
Each Person whose individual signature appears below hereby
authorizes Clarence H. Smith and Dennis L. Fink, and each of
them, as attorneys-in-fact with full power of substitution, to
execute in the name and on behalf of such person, individually
and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all
post-effective amendments.
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/ Clarence H. Ridley Chairman of the Board November 10 2004
--------------------------
Clarence H. Ridley
/s/ Clarence H. Smith President, Chief November 10, 2004
-------------------------- Executive Officer
Clarence H. Smith and Director
/s/ John T. Glover Director November 10, 2004
-------------------------
John T. Glover
/s/ Ben M. Haverty Georgia Regional November 10, 2004
------------------------- Manager
Ben M. Haverty and Director
/s/ Rawson Haverty, Jr. Senior Vice President November 10, 2004
------------------------- and Director
Rawson Haverty, Jr.
/s/ L. Phillip Humann Director November 10, 2004
-------------------------
L. Phillip Humann
/s/ Mylle H. Mangum Director November 10, 2004
-------------------------
Mylle H. Mangum
/s/ Frank S. McGaughey, III Director November 10, 2004
-------------------------
Frank S. McGaughey, III
/s/ Terence F. McGurik Director November 10, 2004
-------------------------
Terence F. McGuirk
/s/ Vicki R. Palmer Director November 10, 2004
-------------------------
Vicki R. Palmer
/s/ Fred L. Schuermann Director November 10, 2004
-------------------------
Fred L. Schuermann
/s/ Al Trujillo Director November 10, 2004
-------------------------
Al Trujillo
/s/ Dennis L. Fink Executive Vice November 10, 2004
------------------------- President
Dennis L. Fink and Chief Financial
Officer
(Principal Financial
Officer)
/s/ Justin P. Seamonds Vice President and November 10, 2004
------------------------ Controller
Justin P. Seamonds (Principal Accounting
Officer)
Exhibit Index
Exhibit
Number Description of Exhibit
4.1 Articles of Incorporation of Haverty Furniture
Companies, Inc., as amended and restated on March
6, 1973, and as amended on April 24, 1979, and as
amended on April 24, 1985 (incorporated herein by
reference to the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 1985);
Articles of Incorporation of Haverty Furniture
Companies, Inc., as amended April 25, 1986
(incorporated herein by reference to the Company's
Quarterly Report on Form 10-Q for the period ended
March 31, 1986); Amendment to Articles of
Incorporation of Haverty Furniture Companies,
Inc., as amended on April 28, 1989 (incorporated
herein by reference to the Company's Quarterly
Report on Form 10-Q for the period ended June 30,
1989); Amendment to Articles of Incorporation of
Haverty Furniture Companies, Inc., as amended on
April 28, 1995 (incorporated herein by reference
to the Company's Annual Report on Form 10-K for
the period ended December 31, 1996); Amended and
Restated Bylaws of Haverty Furniture Companies,
Inc., as amended on February 26, 2004
(incorporated herein by reference to Exhibit 3.2
to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2003).
5.1 Opinion of Smith, Gambrell & Russell, LLP.
10.1 Haverty Furniture Companies, Inc. 2004 Long-Term
Incentive Plan effective as of May 10, 2004.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Smith, Gambrell & Russell, LLP
(contained in the opinion filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page
contained in Part II of this Registration
Statement).