-----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, UlpIGq4SqLxQU6GYIITXoH4d/bullgeyfS5wbGwe6INgzukZseu/jUw2KQOBAj9K eqq5xBlkb+k7kaY2XFXqZQ== 0000050957-99-000010.txt : 19990615 0000050957-99-000010.hdr.sgml : 19990615 ACCESSION NUMBER: 0000050957-99-000010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990608 EFFECTIVENESS DATE: 19990608 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: 333-80189 FILM NUMBER: 99642093 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. 1999 LONG-TERM INCENTIVE 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 price aggregate fee registered per share* offering price* --------------------------------------------------------------------------- Common Stock 2,250,000 $24.1875 $54,421,875 $15,129 (No par value) shares ---------------------------------------------------------------------------
*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 June 2, 1999. 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, 1998; 2. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999; 3. The description of Furniture Brands Common Stock contained in its Form 8 registration statement filed with the Commission on June 29, 1992 and the description of the associated Series A Junior Participating Preferred Stock contained in its Form 8-A registration statement filed with the Commission on July 31, 1998. 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 June 1, 1999, Mr. Chipperfield is the beneficial owner of 8,000 shares of Common Stock and has options to purchase 171,000 shares, 85,000 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 May 6, 1998 (Incorporated by reference to Exhibit 10(b) to Furniture Brands International, Inc.'s report on Form 10-Q for the quarter ended March 31, 1999). 4(c) Rights Agreement, dated as of July 30, 1998, between the Company and Bank of New York, as Rights Agent. (Incorporated by reference to Exhibit 4(b) to Furniture Brands International, Inc.'s Quarterly report on Form 10-Q for the quarter ended June 30, 1998.) 4(d) Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock of the Company. (Incorporated by reference to Exhibit 4(c) to Furniture Brands International, Inc.'s Report on From 10-Q for the quarter ended June 30, 1998.) 4(e) Furniture Brands International, Inc.'s 1999 Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10(b) to Furniture Brands International, Inc.'s report on Form 10-Q for the quarter ended March 31, 1999.) 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 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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 8th day of June, 1999. Furniture Brands International, Inc. By: /s/ W.G. Holliman ------------------------------- W.G. Holliman Chairman of the Board, President and Chief Executive Officer 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 June 8, 1999. Signature Title --------- ----- W.G. Holliman President and Director ---------------------- (Principal Executive Officer) (W.G. Holliman) Katherine Button Bell* Director ----------------------- (Katherine Button Bell) Bruce A. Karsh* Director ----------------------- (Bruce A. Karsh) Donald E. Lasater* Director ----------------------- (Donald E. Lasater) Lee M. Liberman* Director ----------------------- (Lee M. Liberman) Richard B. Loynd* Director ------------------------ (Richard B. Loynd) Malcom Portera* Director ------------------------ (Malcom Portera) Albert E. Suter* Director ------------------------ (Albert E. Suter) David P. Howard Vice President and Treasurer ------------------------- (Principal Financial David P. Howard 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-5 2 Exhibit 5 June 8, 1999 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 2,250,000 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 1999 Long-Term Incentive Plan, (hereinafter referred to as the "1999 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 and the issuance of Stock Appreciation Rights, Performance Shares and Restricted Stock under the above 1999 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 1999 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 3 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 29, 1999, relating to the consolidated balance sheets of Furniture Brands International, Inc. and subsidiaries as of December 31, 1998 and 1997, and related consolidated statements of operations, shareholders' equity, and cash flows and related schedule for each of the years in the three-year period ended December 31, 1998, which report appears in the December 31, 1998 annual report on Form 10-K of Furniture Brands International, Inc. KPMG LLP St. Louis, Missouri June 7, 1999 EX-24 4 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 1999 Long-Term Incentive Plan, 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 28th day of May, 1999. W.G. Holliman Lee Liberman --------------------- ---------------------- W.G. Holliman Lee Liberman Katherine Button Bell Richard B. Loynd ---------------------- ----------------------- Katherine Button Bell Richard B. Loynd Bruce A. Karsh Malcom Portera ---------------------- ----------------------- Bruce A. Karsh Malcom Portera Donald E. Lasater Albert E. Suter ---------------------- ----------------------- Donald E. Lasater Albert E. Suter -----END PRIVACY-ENHANCED MESSAGE-----