-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GrVeMgNT1tLz8/N/p1KDgA8gMcN6vEbW2a1qgZCKw+fdZ/PwLa9TVQOZeHxgQYfu FioZ3J9eAOKp49E4r9zDJA== 0000050957-97-000017.txt : 19971104 0000050957-97-000017.hdr.sgml : 19971104 ACCESSION NUMBER: 0000050957-97-000017 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19971103 EFFECTIVENESS DATE: 19971103 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FURNITURE BRANDS INTERNATIONAL INC CENTRAL INDEX KEY: 0000050957 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 430337683 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-39355 FILM NUMBER: 97706805 BUSINESS ADDRESS: STREET 1: 101 S HANLEY RD STE 1900 CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148631100 MAIL ADDRESS: STREET 1: 101 SOUTH HANLEY RD CITY: ST LOUIS STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL SHOE CO DATE OF NAME CHANGE: 19690313 S-8 1 Registration No. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________ FURNITURE BRANDS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 43-0337683 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 101 South Hanley Road, St. Louis, Missouri 63105 (Address of principal executive offices) (Zip Code) FURNITURE BRANDS INTERNATIONAL, INC. 1992 STOCK OPTION PLAN (Full title of the plan) ___________________ Lynn Chipperfield, General Counsel Furniture Brands International, Inc. 101 South Hanley Road St. Louis, Missouri 63105 (Name and address of agent for service) 314-863-1100 (Telephone number, including area code, of agent for service) ___________________ CALCULATION OF REGISTRATION FEE ________________________________________________________________ Title of Amount Proposed Proposed Amount of securities to be maximum maximum registration to be registered offering aggregate fee registered price per offering share* price* _________________________________________________________________ Common Stock 1,000,000 (No par value) shares $16.03 $16,030,000 $4,809 _________________________________________________________________ *For the purpose of computing the registration fee only. Pursuant to Rule 457(c), the average of the high and low prices, as reported on the New York Stock Exchange on October 27, 1997. Item 3. Incorporation of Certain Documents By Reference The following documents filed with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference and shall be deemed to be a part hereof: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1996; 2. The Company's quarterly Reports on Form 10-Q for the quarter ended March 31, 1997 and June 30, 1997, as amended by Form 10-Q/A-1 filed August 15, 1997; 3. Current Report on Form 8-K filed May 29, 1997; 4. The description of Furniture Brands Common Stock contained in its Form 8 registration statement filed with the Commission on June 29, 1992. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby 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 of such documents. Any statement contained in a 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, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities Not applicable. Item 5. Interest of Named Experts and Counsel The validity of the Furniture Brands Common Stock offered hereby is being passed on for the Company by Lynn Chipperfield, General Counsel of the Company. As of November 1, 1997, Mr. Chipperfield is the beneficial owner of 3500 shares of Common Stock and has options to purchase 95,000 shares, 55,000 of which are currently exercisable. Item 6. Indemnification of Directors and Officers Section 145 ("Section 145") of the Delaware General Corporation Law permits indemnification of directors, officers, agents and controlling persons of a corporation under certain conditions and subject to certain limitations. Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer or agent of the corporation or another enterprise if serving at the request of the corporation. Depending on the character of the proceeding, a corporation may indemnify against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the person indemnified acted in good faith and in a manner such person reasonably believed to be in or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. In the case of an action by or in the right of the corporation, no indemnification may be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that despite the adjudication of liability such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 145 further provides that to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to above or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. The Company's By-laws contain provisions for indemnification of directors, officers, employees and agents which are substantially the same as Section 145 and also permit the Company to purchase insurance on behalf of any such person against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Company would have the power to indemnify such person against such liability under the foregoing provision of the By-laws. The Company maintains such insurance. Certain of the directors and former directors of the Company have entered into and are the beneficiaries of indemnification agreements with the Company. These agreements provide indemnity protection for such persons which is substantially the same as that authorized by the Delaware General Corporation Law and provided for in the Company's By-laws. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits 4(a) Furniture Brands International, Inc.'s Restated Certificate of Incorporation, as amended (Incorporated by reference to Exhibit 3(a) to Furniture Brands International Inc.'s report on Form 10-Q for the quarter ended September 30, 1996). 4(b) By-Laws of Furniture Brands International, Inc. Revised and Amended to April 23, 1996 (Incorporated by reference to Exhibit 3(b) to Furniture Brands International, Inc.'s report on Form 10-Q for the quarter ended September 30, 1996). 4(c) Furniture Brands International, Inc.'s 1992 Stock Option Plan, as amended. 5 Opinion of Lynn Chipperfield, General Counsel of Furniture Brands International, Inc., as to the legality of the securities to be registered including his consent. 23(a) Consent of KPMG Peat Marwick LLP. 23(b) Consent of Lynn Chipperfield (included in Exhibit No. 5) 24 Power of Attorney Item 9. Undertakings The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, (the "Securities Act"), each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act 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 that time shall be deemed to be the initial bona fide offering thereof. 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: (i) To include any prospectus required by section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration or any material change to such information in the registration statement; Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, 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. Insofar as indemnification for liabilities arising under the Securities Act 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 a Registration Statement 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 County of St. Louis, State of Missouri, on the 3rd day of November, 1997. Furniture Brands International, Inc. By:W.G. Holliman --------------------------------- W.G. Holliman President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on November 3, 1997. Signature Title --------- ------ W.G. Holliman President and Director ------------------------ (Principal Executive) (W.G. Holliman) Katherine Button Bell* Director ------------------------ (Katherine Button Bell) Michael S. Gross* Director ------------------------- (Michael S. Gross) Bruce A. Karsh* Director -------------------------- (Bruce A. Karsh) Brent B. Kincaid* Director --------------------------- (Brent B. Kincaid) Donald E. Lasater* Director --------------------------- (Donald E. Lasater) Lee M. Liberman* Director --------------------------- (Lee M. Liberman) Richard B. Loynd* Director ---------------------------- (Richard B. Loynd) Albert E. Suter* Director ----------------------------- (Albert E. Suter) David P. Howard Vice President and ------------------------------ Treasurer (David P. Howard) (Principal Financial Officer) Steven W. Alstadt Controller ------------------------------- (Principal Accounting Steven W. Alstadt) Officer) *This Registration Statement is hereby signed on behalf of each of the persons so designated by the undersigned pursuant to powers of attorney duly executed by such persons and filed with the Securities and Exchange Commission as an exhibit to this Registration Statement. Lynn Chipperfield ------------------------ Lynn Chipperfield Attorney-in-Fact EX-4 2 Exhibit 4(c) FURNITURE BRANDS 1992 STOCK OPTION PLAN 1. Objectives of the Plan The Furniture Brands 1992 Stock Option Plan (the "Plan") of Furniture Brands International, Inc. (the "Corporation") is intended to encourage and provide opportunities for ownership of the Corporation's Common Stock by such key employees (including officers) of the Corporation and any subsidiaries of the Corporation as the Board of Directors of the Corporation (the "Board") or a committee thereof constituted for this purpose may from time to time determine. The Plan is also intended to provide incentives for such employees to put forth maximum efforts for the successful operation of the Corporation and its subsidiaries. By extending to such key employees the opportunity to acquire proprietary interests in the Corporation and to participate in its success, the Plan may be expected to benefit the Corporation and its shareholders by making it possible for the Corporation and its subsidiaries to attract and retain the best available talent and by providing such key employees with added incentives to increase the value of the Corporation's stock. 2. Stock Subject to the Plan There are reserved for issue under the Plan 5,500,000 shares of the Common Stock, without nominal or par value, of the Corporation (the "Shares"). Such Shares may be, in whole or in part, as the Board shall from time to time determine, authorized but unissued Shares, or issued Shares which shall have been reacquired by the Corporation. 3. Administration Subject to the express provisions of the Plan, the Plan shall be administered by the Executive Compensation and Stock Option Committee of the Board (the "Committee"), and the Committee shall have plenary authority, in its discretion, to determine the individuals to whom, and the time or times at which, options, if any, shall be granted, the type of option to be granted (e.g., qualified or nonqualified) and the number of Shares to be subject to an option. Subject to the express provisions of the Plan, the Committee shall also have plenary authority to interpret the Plan, to prescribe, amend and rescind rules and regulations regarding it, and to take whatever action is necessary to carry out the purposes of the Plan. The Committee's determinations on matters referred to in this Section 3 shall be conclusive. 4. The Committee The Committee shall consist of three or more members of the Board. The Committee shall be appointed by the Board, which may from time to time designate the number to serve on the Committee, appoint members of the Committee in substitution for members previously appointed and fill vacancies, however caused, in the Committee. No member of the Board while a member of the Committee shall be eligible to receive an option under the Plan. The Committee shall elect one of its members as its Chairman and shall hold its meetings at such times and places as it may determine. A majority of the members shall constitute a quorum. Any determination reduced to writing and signed by all the members of the Committee shall be fully as effective as if it had been made by a majority vote at a meeting duly called and held. The Committee may appoint a secretary, shall keep minutes of its meetings and shall make such rules and regulations for the conduct of its business as it shall deem advisable. 5. Eligibility Options may be granted only to key employees (which term as used herein includes officers) of the Corporation and of its subsidiary corporations (the "subsidiaries") as the term "subsidiary corporation" is defined in Section 424(f) of the Internal Revenue Code of 1986, as amended, (the "Code"). For the purposes of the Plan the term "employee" shall be an individual with an "employment relationship" as defined in Section 421 (Regs. Section 1.421-7(h)) of the Code. A member of the Board or of the board of directors of a subsidiary who is not also an employee of the Corporation or of one of its subsidiaries shall not be eligible to receive an option. Nothing contained in the Plan shall be construed to limit the right of the Corporation to grant options otherwise than under the Plan in connection with (i) the employment of any person,(ii) the acquisition, by purchase, lease, merger, consolidation or otherwise, of the business or assets of another corporation, firm or association, including grants to employees thereof who become employees of the Corporation or a subsidiary, or (iii) other proper corporate purposes. 6. Nonqualified Stock Options Unless it is designated a qualified option by the Committee, any option granted under the Plan shall be nonqualified and shall be in such form as the Committee may from time to time approve. Any such nonqualified option shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem desirable: (a) Option Price. The per share purchase price of Shares purchasable under an option shall be determined by the Committee in accordance with procedures established by the Committee; provided however, that except for options granted to replace pre-existing compensation or benefit programs, in no event shall more than 10% of the shares reserved for issue under the Plan be the subject of (i) options granted at less than fair market value on the date of grant, and (ii) new options substituted for previously granted options having higher option prices as provided for in Section 9 hereof. (b) Option Period. The term of option shall be fixed by the Committee, but no option shall be exercisable after the expiration of ten years from the date the option is granted. (c) Exercisability. Options shall be exercisable at such time or times as determined by the Committee at or subsequent to grant; no option shall be exercisable during the year ending on the day before the first anniversary date of the granting of the option. The proceeds of sale of Shares subject to option are to be added to the general funds of the Corporation. Except as provided in Subsections (f), (g) and (h) of this Section 6, no option may be exercised at any time unless the holder is then a regular employee of the Corporation or a subsidiary and has continuously remained an employee at all times since the date of granting of the option. If any option granted under the Plan shall expire or terminate for any reason without ever having been exercised in full, the unissued shares subject thereto shall again be available for the purposes of the Plan. (d) Method of Exercise. Options which are exercisable may be exercised in whole or in part at any time during the option period, by completing and delivering to the Corporation an option exercise form provided by the Corporation specifying the number of Shares to be purchased. Such form shall be accompanied by payment in full of the purchase price in cash. No Shares shall be issued until full payment therefor has been made. (e) Nontransferability of Options. No option shall be transferable by the optionee otherwise than by will or by the laws of descent and distribution, and such options shall be exercisable, during the optionee's lifetime, only by the optionee. (f) Termination by Reason of Death. If an optionee's employment by the Corporation or any subsidiary terminates by reason of death, as to those Shares with respect to which the option had become exercisable (under the provisions of the particular option) on the date of death, the stock option may thereafter be exercised by the legal representative of the estate or by the legatee of the optionee under the will of the optionee, during a period of six months from the date of such death or until the expiration of the stated period of the option, whichever period is the shorter. (g) Termination by Reason of Retirement or Permanent Disability. If an optionee's employment by the Corporation or any subsidiary terminates by reason of retirement or permanent disability, as to those Shares with respect to which the option had become exercisable (under the provisions of the particular option) on the date of termination of employment, any stock option held by such optionee may thereafter be exercised during a period of three months from the date of such termination of employment or the expiration of the stated period of the option, whichever period is the shorter; provided, however, that if the optionee dies within such three-month period, any unexercised stock option held by such optionee shall thereafter be exercisable to the extent to which it was exercisable at the time of death for a period of six months from the date of such death or for the stated period of the option, whichever period is the shorter. (h) Other Termination. If an optionee's employment terminates for any reason other than death, permanent disability, or retirement, as to those Shares with respect to which the option had become exercisable (under the provisions of the particular option) on the date of termination of employment, any option held by such optionee may thereafter be exercised during a period of one month from the date of such termination of employment or the expiration of the stated period of the option, whichever period is shorter; provided, however, that if the optionee dies within such one-month period, any unexercised option held by such optionee shall thereafter be exercisable to the extent to which is was exercisable at the time of death for a period of six months from the date of such death or for the stated period of the option, whichever period is the shorter. (i) Option Buyout. The Committee may at any time offer to repurchase an option (other than an option which has been held for less than six months by an optionee who is subject to Section 16(b) of the Securities Exchange Act of 1934) based on such terms and conditions as the Committee shall establish and communicate to the optionee at the time that such offer is made. 7. Qualified Stock Options Any option granted under the Plan shall, at the discretion of the Committee, qualify as an incentive stock option as defined in Section 422(b) of the Code and shall be in such form as the Committee may from time to time approve. Any such qualified option shall be subject to the following terms and conditions in addition to those set forth in Section 6 and shall contain such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem desirable: (a) Eligibility. Incentive stock options shall not be granted to any individual who, at the time the option is granted owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Corporation or its parent corporation (as the term "parent corporation" is defined in Section 424(e) of the Code) or the subsidiaries unless: l) the option price is at least 110% of the fair market value of the stock subject to the option and 2) the option states that it is not exercisable after the expiration of five years from the date of its grant. (b) Limitation on Exercise of Options. The maximum aggregate fair market value (determined at the time an option is granted) of the Shares with respect to which qualified options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company and its parent corporation and subsidiaries) shall not exceed $100,000. If the provisions of this Section limit the exercisability of certain qualified options which would otherwise become exercisable on account of termination of employment or a change of control, the Committee, in its sole discretion, shall determine the times at which such qualified options become exercisable so that the provisions of this Section 7(b) are not violated; provided that in no event shall any qualified option be exercisable more than ten (10) years from the date of granting thereof (five (5) years in the case of qualified options granted to ten percent shareholders (described in Section 7(a)). 8. Adjustment Upon Changes in Capitalization, Etc. The aggregate number and class of shares reserved under the Plan, the number and class of shares subject to each option granted pursuant to the Plan and/or the option price per share payable under each such option shall be appropriately and equitably adjusted in the event of: any reclassification or increase or decrease in the number of the issued Shares of the Corporation by reason of a split-up or consolidation of Shares; the payment of a stock dividend; a recapitalization; a combination or exchange of Shares; a spin-off; or any like capital adjustment. If the Corporation shall be reorganized or shall be merged into or consolidated with any other corporation, each option, if any, then outstanding under the Plan shall thereafter apply to such number and kind of securities as would have been issuable by reason of such reorganization, merger or consolidation to a holder of the number of Shares which were subject to the option, if any, immediately prior to such reorganization, merger or consolidation. In the event of the proposed dissolution or liquidation of the Corporation or in the event of a proposed sale of substantially all of the assets of the Corporation, each option, if any, outstanding under the Plan shall terminate as of a date to be fixed by the Committee and approved by the Board upon not less than thirty days' written notice to the optionee; provided, however, that any option granted at least six months prior to such event, if any, of any optionee who has been an employee for one year or more prior to the date of such notice shall be accelerated and such optionee shall be entitled to exercise such option, in whole or in part, without regard to any installment provision of the option, and provided further that said exercise shall be made prior to the termination date fixed in said notice. All adjustments under this Section 8 shall be made by the Committee, subject to the approval of the Board, which action shall be final and conclusive. Anything to the contrary notwithstanding, upon a Change of Control(as hereinafter defined) which occurs after the first anniversary of the Effective Date (as defined in Section 12), each option granted at least six months prior to such Change of Control shall become immediately exercisable in full. As used herein, "Change of Control" shall mean any of the following events which occur more than one year after the first anniversary of the Effective Date: (a) The acquisition (other than from the Corporation) by any person, entity or "group", within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"), excluding, for this purpose, the Corporation or its subsidiaries, or any employee benefit plan of the Corporation or its subsidiaries, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either the then outstanding Shares or the combined voting power of the Corporation's then outstanding voting securities entitled to vote generally in the election of directors; or (b) Individuals who, as of the first anniversary of the Effective Date, constitute the Board (as of such date, the "Incumbent Board"), cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the first anniversary of the Effective Date whose election, or nomination for election by the Corporation's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Corporation, as such terms are used in Rule 14 all of Regulation 14A promulgated under the Exchange Act) shall be considered as though such person were a member of the Incumbent Board; or (c) Approval by the stockholders of the Corporation of a reorganization, merger or consolidation, in each case, with respect to which persons who were the stockholders of the Corporation immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own, directly or indirectly, more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities, or a liquidation or dissolution of the Corporation or the sale of all or substantially all of the assets of the Corporation. 9. Amendments and Termination The Board may amend, alter, or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made which would impair the rights of an optionee under an option without the optionee's consent, or which without the approval of the stockholders would: except as is provided in Section 8 of the Plan, increase the total number of Shares reserved for the purpose of the Plan; decrease the option price of any option to less than 100% of the fair market value on the date of the granting of the option; change the employees or class of employees eligible to participate in the Plan; or extend the maximum option period under Section 6(b) of the Plan. The Committee may amend the terms of any option theretofore granted, prospectively or retroactively, but no such amendment shall impair the rights of any optionee without the consent of the optionee. The Committee may also substitute new options for previously granted options, including substitution for previously granted options having higher option prices, subject to the limitation set forth in Section 6(a) hereof. 10. General Provisions (a) The Committee may require each person purchasing Shares pursuant to an option under the Plan to represent to and agree with the Corporation in writing that the optionee is acquiring the Shares without a view to distribution thereof. The certificates for such Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. (b) All certificates for Shares delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. (c) Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. 11. Taxes Following exercise of an option, the optionee shall, no later than the date as of which an amount related to the option exercise first becomes includable in the gross income of the optionee for federal income tax purposes, pay to the Corporation, or make arrangements satisfactory to the Corporation regarding payment of, any federal, state, or local taxes of any kind required by law to be withheld with respect to such amount and the Corporation and its subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the optionee. 12. Effective Date of Plan This Plan shall be effective on the effective date of the Joint Plan of Reorganization of the Corporation and its subsidiaries ("Effective Date"). However, no option granted under this Plan may be exercised in whole or in part until this Plan is approved by the holders of a majority of the outstanding stock of the Corporation entitled to vote on the issue, which approval must occur within the twelve-month period after the Effective Date. In the event such approval is not forthcoming within the time specified, this Plan and any options granted pursuant to it shall be null and void. 13. Term of Plan No option shall be granted pursuant to the Plan more than 10 years after the Plan is approved by the Board of Directors of the Corporation, but options theretofore granted may extend beyond and be exercised after that date. Adopted by the Board of Directors on January 20, 1992. Amended by the Board of Directors on January 26, 1993. Approved by stockholders on May 5, 1993. Amended by the Board of Directors on October 19, 1994. Amended by the Board of Directors on April 23, 1996 and approved by the stockholders on April 23, 1996. Amended by the Board of Directors on January 28, 1997 and approved by the stockholders on April 29, 1997 EX-5 3 Exhibit 5 November 3, 1997 Furniture Brands International, Inc. 101 South Hanley Road St. Louis, MO 63105 Gentlemen: I am General Counsel of Furniture Brands International, Inc. (hereinafter called the "Corporation") and am familiar with the Registration Statement on Form S-8 being filed today by the Corporation with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, (the "Act") covering the registration of 1,000,000 additional shares of its Common Stock, stated value $1.00 per share, of the Corporation (the "Common Stock") which have been authorized for issuance pursuant to the 1992 Stock Option Plan, (hereinafter referred to as the "1992 Plan"). I am familiar with the Corporation's Restated Certificate of Incorporation, as amended, its corporate history and the proceedings relative to the authorization and issuance of its outstanding Common Stock pursuant to the exercise of options under the above 1992 Plan, and I have examined such documents, records and matters of law as I have deemed necessary for purposes of this opinion. Based upon the foregoing, it is my opinion that (a) when the applicable provisions of the Act and such "Blue Sky" or securities laws as may be applicable shall have been complied with and (b) when issued in accordance with the terms of the options and 1992 Plan, the Common Stock so issued will be duly authorized, validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent I do not admit that I am within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations promulgated thereunder. Very truly yours, Lynn Chipperfield Vice President EX-23 4 Exhibit 23(a) Independent Auditor's Consent The Board of Directors Furniture Brands International, Inc.: We consent to incorporation by reference in the registration statement on Form S-8 of Furniture Brands International, Inc. of our report dated January 28, 1997, relating to the consolidated balance sheets of Furniture Brands International, Inc. and subsidiaries as of December 31, 1996 and 1995, and related consolidated statements of operations, shareholders' equity, and cash flows and related schedules for each of the years in the three-year period ended December 31, 1996, which report is incorporated by reference in the December 31, 1996 annual report on Form 10-K of Furniture Brands International, Inc. KPMG Peat Marwick LLP St. Louis, Missouri November 3, 1997 EX-24 5 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each of the undersigned does hereby nominate, constitute and appoint Lynn Chipperfield and David P. Howard, or either of them, as his agent and attorney-in-fact, in his or her name to execute on behalf of the undersigned a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in connection with the registration under said Act of shares of Common Stock of Furniture Brands International, Inc. (the "Company") to be issued pursuant to grants made under the 1992 Stock Option Plan, as amended, the authority herein given to include execution of amendments to any part of such Registration Statement and generally to do and perform all things necessary to be done in the premises as fully and effectively in all respects as the undersigned could do if personally present. IN WITNESS WHEREOF this Power of Attorney has been executed in counterparts by individuals listed below as of the 3rd day of November, 1997. W.G. Holliman Donald E. Laster ------------------------ -------------------------- W.G. Holliman Donald E. Laster Katherine Button Bell Lee Liberman ------------------------- -------------------------- Katherin Button Bell Lee Liberman Michael S. Gross Richard B. Loynd ------------------------- ------------------------- Michael S. Gross Richard B. Loynd Bruce A. Karsh Albert E. Suter ------------------------ ------------------------ Bruce A. Karsh Albert E. Suter Brent B. Kincaid ------------------------ Brent B. Kincaid -----END PRIVACY-ENHANCED MESSAGE-----