Stanley Furniture CO Inc. - Current report filing (8-K)
September 25 2008 - 4:11PM
Edgar (US Regulatory)
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 23, 2008
Stanley Furniture Company,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
0-14938 54-1272589
(State or
other (Commission
File
Number)
IRS Employer
jurisdiction
of
Identification No.)
incorporation)
1641 Farystone Park Highway, Stanleytown, Virginia
24168
(Address of principal executive
offices) (Zip
Code)
Registrant's
telephone number, including area code:
(
276)
627-2000
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:
[ ]
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
1.01. Entry
into a Material Definitive Agreement.
[On September 24, 2008,
Stanley Furniture Company, Inc. (the “Company”) entered into indemnification
agreements with its directors (the “Indemnification Agreements”). The
Indemnification Agreements require the Company, among other things, to indemnify
each indemnitee to the fullest extent permitted by law for certain expenses
incurred in a proceeding arising out of the indemnitee’s service as a director
of the Company or of another company at the request of the
Company. The Indemnification Agreements also provide for the
advancement of such expenses to the indemnitee by the Company. The
foregoing description is qualified in its entirety by reference to the form of
such Indemnification Agreements, a copy of which is attached hereto as Exhibit
10.1 and incorporated herein by reference.]
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment ofCertain
Officers; Compensatory Arrangements of Certain Officers.
On September 23, 2008, the
Company announced that Albert L. Prillaman had been elected Chief Executive
Officer of the Company. Biographical information for Mr. Prillaman is
incorporated herein by reference to the information presented in the Company’s
Proxy Statement for the 2008 Annual Meeting of Stockholders filed with
Securities and Exchange Commission on March 4, 2008.
Also on September 23,
2008, Jeffrey R. Scheffer resigned as President and Chief Executive Officer
and a director of the Company effective immediately. In connection with his
resignation, Mr. Scheffer entered into a separation agreement with the Company
(the “Separation Agreement”). Pursuant to the Separation
Agreement, Mr. Scheffer will receive a lump sum payment of $1,000,000 on
the first day of the seventh month following his separation from service with
the Company. The Separation Agreement provides for a mutual release
by the Company and Mr. Scheffer. Mr. Scheffer is also subject to
certain non-solicitation requirements under the Separation
Agreement. The foregoing description is qualified in its entirety by
reference to the Separation Agreement, a copy of which is attached hereto as
Exhibit 10.2 and incorporated herein by reference.
A copy of the press
release announcing Mr. Prillaman’s election and Mr. Scheffer’s resignation is
attached hereto as Exhibit 99.1.
Item
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 24, 2008, the
Board of Directors of the Company approved an amendment and restatement of
the Company’s Bylaws. Section 1 and Section 5 of Article IV were
amended to remove the title of President to reflect that Albert L. Prillaman as
Chairman is the Chief Executive Officer of the Company. Certain
conforming changes were made to other sections of the Company’s
Bylaws.
The foregoing description
of the amendments to the Company’s Bylaws is qualified in its entirety by
reference to the full text of the Amended and Restated Bylaws. This
description should be read in conjunction with the Company’s Amended and
Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and
incorporated herein by reference.
Item
9.01.
Financial
Statements and Exhibits
.
(d)
Exhibits
Exhibit
No.
|
|
Description
|
3.1
|
|
Stanley
Furniture Company, Inc. Bylaws Amended and Restated, effective September
24, 2008
|
10.1
|
|
Form
of Indemnification Agreement
|
10.2
|
|
Voluntary
Separation Agreement and General Release by and between Jeffrey R.
Scheffer and Stanley Furniture Company, Inc., dated September 23,
2008
|
99.1
|
|
Press
Release, dated September 23, 2008
|
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the Registrant
has duly caused this Report to be signed on its behalf by the undersigned
thereunto duly authorized.
STANLEY
FURNITURE COMPANY, INC.
Date: September 25,
2008
By:/s/
Douglas I. Payne
Douglas I. Payne- Executive VP – Finance &
Administration
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