0001185185-11-001448.txt : 20110826 0001185185-11-001448.hdr.sgml : 20110826 20110826160918 ACCESSION NUMBER: 0001185185-11-001448 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110822 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110826 DATE AS OF CHANGE: 20110826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOOKER FURNITURE CORP CENTRAL INDEX KEY: 0001077688 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 540251350 STATE OF INCORPORATION: VA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25349 FILM NUMBER: 111060101 BUSINESS ADDRESS: STREET 1: 440 E COMMONWEALTH BLVD CITY: MARTINSVILLE STATE: VA ZIP: 24112 BUSINESS PHONE: 5406322133 MAIL ADDRESS: STREET 1: 440 E COMMONWEALTH BLVD CITY: MARTINSVILLE STATE: VA ZIP: 24112 8-K 1 hookerfurn8k082611.htm hookerfurn8k082611.htm


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): August 22, 2011
 

 
HOOKER FURNITURE CORPORATION
(Exact name of registrant as specified in its charter)
 
 
Virginia 000-25349  54-0251350
(State or other jurisdiction of incorporation or organization) (Commission File No.) (I.R.S. Employer Identification No.)
     
440 East Commonwealth Boulevard,    
Martinsville, Virginia 24112 (276) 632-0459
(Address of principal executive offices) (Zip Code) (Registrant’s telephone number, including area code)
 
 
 
 

 
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):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On August 22, 2011, the Board of Directors of Hooker Furniture Corporation (“Hooker” or the “Company”) appointed Alan D. Cole as President of Hooker Furniture Corporation.
 
Mr. Cole, age 61, previously served as President - Hooker Upholstery since August 2008. He joined the Company in April 2007 as Executive Vice President – Upholstery Operations. Prior to joining the Company, Mr. Cole was President and Chief Executive Officer of Schnadig Corporation, a manufacturer and marketer of a full line of medium-priced home furnishings from 2004 to 2006. Mr. Cole has been President of Parkwest LLC, a real estate development firm from 2002 to the present. Mr. Cole also served as a member of the Company’s Board of Directors in 2003.
 
In conjunction with Mr. Cole’s appointment:
  • his annual base salary for the 2011 calendar year will increase from $300,000 to $325,000; and
  • the terms of his annual cash incentive for the Company’s 2012 fiscal year, which ends January 29, 2012, have been modified. The original terms of the fiscal 2012 annual cash incentive for Mr. Cole are set forth in the Company’s Current Report on Form 8-K filed with the SEC on April 25, 2011. Mr. Cole is now entitled to receive a payment, expressed as a percentage of his calendar 2011 base salary, if the Company attains 70% or more of its budgeted fiscal 2012 consolidated operating income target, as approved by the Board of Directors. No cash bonus will be paid if the Company fails to reach at least 70% of the budgeted operating income target and a maximum cash bonus will be paid if the Company reaches 150% or more of target operating income. In addition, Mr. Cole’s annual cash incentive potential was increased from 23.0-54.0% to 25.0-83.5% of his calendar 2011 base salary, as set forth in the table below:
   
If the Company Attains:
 
   
70% of Target Operating Income
   
85% of Target Operating Income
   
100% of Target Operating Income
   
125% of Target Operating Income
   
150% of Target Operating Income
 
Alan D. Cole, President
    25.0 %     37.5 %     50 %     66.5 %     83.5 %
 
Paul B. Toms, Jr., who has served as the Company’s Chairman and Chief Executive Officer since December 2000 and President since November 2006, will continue in his roles as Chairman and Chief Executive Officer.
 
A copy of the Company’s press release, issued August 22, 2011, announcing Mr. Cole’s appointment as President is furnished as an exhibit to this report.
 
Item 9.01. Financial Statements and Exhibits.
 
(d)           Exhibits
 
    Exhibit 99.1.       Press release dated August 22, 2011
 
 
 

 

SIGNATURES
 
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
 
       
Date:  August 26, 2011
By:
/s/ Paul A. Huckfeldt  
   
Paul A. Huckfeldt
 
   
Vice-President Finance and Accounting
 
    Chief Financial Officer  
 
 
EX-99.1 2 exhibit99-1.htm exhibit99-1.htm
EXHIBIT 99.1

PRESS RELEASE
 
For more information, contact: Paul B. Toms Jr., Chairman and Chief Executive Officer,
 
Hooker Furniture Corporation-276.632.2133
 
Hooker Furniture Corporation Promotes Alan Cole, Mike Delgatti
 
Martinsville, Va.—August 22, 2011: The Board of Directors of Hooker Furniture (NASDAQ-GS: HOFT) has promoted Alan Cole to President of the Corporation. In a related move, Mike Delgatti has been promoted from Executive Vice President of Hooker Upholstery to President of Hooker Upholstery.
 
Cole has led Hooker’s Bradington-Young and Sam Moore upholstery operations since joining the company in 2007. “Alan has done a fantastic job of repositioning and strengthening our upholstery division while navigating through a severe economic downturn,” said Paul B. Toms Jr., chairman and chief executive officer of Hooker Furniture. “At this point, we believe the best way to fully utilize his talents and leadership ability is through an expanded role of leadership for the entire company, focusing on the sales and marketing area.”
 
Toms added that Cole “will help us take our marketing efforts to the next level as we continue to strive towards presenting all three companies more cohesively to the retailer and consumer.”
 
In moving from Executive Vice President to President of Hooker Upholstery, Delgatti’s role will expand from sales, merchandising and marketing to also include operations. “We’ve made tremendous strides under Mike’s leadership in our product, presentation and overall position in the marketplace during the last two years at Bradington-Young and Sam Moore,” said Cole. “Mike is highly experienced in what it takes to run a successful upholstery operation, and we are excited and confident that he will bring fresh strategic thinking to every aspect of our upholstery operations,” Cole added. Delgatti reports to Cole.
 
Prior to joining Hooker Upholstery, Delgatti served as president of Clayton Marcus and as executive vice president of merchandising for occasional and upholstery at Broyhill, and vice president of sales and marketing at Southern Furniture. Prior to joining Hooker Furniture, Cole served as president and/or chief executive officer of Berkline, Schnadig and Lifestyle Furnishings International, the former furniture division of Masco.
 
Ranked among the nation's top 10 largest publicly traded furniture sources based on 2010 shipments to U.S. retailers, Hooker Furniture Corporation is an 88-year old residential wood, metal and upholstered furniture resource.  Major wood furniture categories include home entertainment, home office, accent, dining, and bedroom furniture in the upper-medium price points sold under the Hooker Furniture brand, and sold at moderate price points under the Envision Lifestyle Collections by Hooker Furniture brand. Youth bedroom furniture is sold under the Opus Designs by Hooker Furniture brand.  Hooker’s residential upholstered seating companies include Hickory, N.C.-based Bradington-Young LLC, a specialist in upscale motion and stationary leather furniture, and Bedford, Va.-based Sam Moore Furniture LLC, a specialist in upscale occasional chairs with an emphasis on cover-to-frame customization.  Please visit our websites at www.hookerfurniture.com, www.envisionfurniture.com, www.bradington-young.com, www.sammoore.com and www.opusdesigns.com.