-----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, HQa+vlwCSuGr6NOxbcODECwr2Dn73oPENp1b0700wOXqs2Ug4LjX2v+j65dX/12t iw4izbQa0dtp5Js81DS7iA== 0000797465-03-000014.txt : 20030620 0000797465-03-000014.hdr.sgml : 20030620 20030620164509 ACCESSION NUMBER: 0000797465-03-000014 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANLEY FURNITURE CO INC/ CENTRAL INDEX KEY: 0000797465 STANDARD INDUSTRIAL CLASSIFICATION: WOOD HOUSEHOLD FURNITURE, (NO UPHOLSTERED) [2511] IRS NUMBER: 541272589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14938 FILM NUMBER: 03752144 BUSINESS ADDRESS: STREET 1: 1641 FAIRYSTONE PK HWY CITY: STANLEYTOWN STATE: VA ZIP: 24168 BUSINESS PHONE: 5406272000 MAIL ADDRESS: STREET 1: 1641 FAIRYSTONE PARK HGWY CITY: STANLEYTOWN STATE: VA ZIP: 24168 FORMER COMPANY: FORMER CONFORMED NAME: STANLEY FURNITURE CO INC DATE OF NAME CHANGE: 19930908 FORMER COMPANY: FORMER CONFORMED NAME: STANLEY INTERIORS CORP DATE OF NAME CHANGE: 19920703 10-K/A 1 tenka.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 Commission file number 0-14938 STANLEY FURNITURE COMPANY, INC. (Exact name of Registrant as specified in its Charter) Delaware 54-1272589 ---------------- -------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1641 Fairystone Park Highway, Stanleytown, VA 24168 (Address of principal executive offices, Zip Code) Registrant's telephone number, including area code: (276) 627-2000 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.02 per share (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes (x) No ( ) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( ) Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2): Yes (x) No ( ) Aggregate market value of the voting stock held by non-affiliates of the Registrant based on the closing price on February 7, 2003: $124 million Indicate the number of shares outstanding of each of the Registrant's classes of common stock as of February 7, 2003: Common Stock, par value $.02 per share 6,568,717 -------------------------------------- ------------------- (Class of Common Stock) Number of Shares Documents incorporated by reference: Portions of the Registrant's Proxy Statement for its Annual Meeting of Stockholders scheduled for April 16, 2003 are incorporated by reference into Part III. Explanatory Note The undersigned Registrant hereby amends its Annual Report on Form 10-K (the "Form 10-K") for the year ended December 31, 2002 to include Exhibit 10.32, which was inadvertently omitted from the Form 10-K previously filed. Item 15. Exhibits, Financial Statement Schedule and Reports on Form 8-K -------------------------------------------------------------- (a) Documents filed as a part of this Report: (1) The following consolidated financial statements are included in this report on Form 10-K: Report of Independent Accountants Consolidated Balance Sheets as of December 31, 2002 and 2001 Consolidated Statements of Income for each of the three years in the period ended December 31, 2002 Consolidated Statements of Changes in Stockholders' Equity for each of the three years in the period ended December 31, 2002 Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2002 Notes to Consolidated Financial Statements (2) Financial Statement Schedule: Schedule II - Valuation and Qualifying Accounts for each of the three years in the period ended December 31, 2002 (b) The following reports on Form 8-K were filed by the Registrant during the last quarter of the period covered by this report: A report on Form 8-K was filed on December 11, 2002, to announce the election of Jeffrey Scheffer as Chief Executive Officer. (c) Exhibits: 3.1 The Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Form 10-K (Commission File No. 0-19938) for the year ended December 31, 1998). 3.2 By-laws of the Registrant as amended. 4.1 The Certificate of Incorporation and By-laws of the Registrant as currently in effect (incorporated by reference to Exhibits 3.1 and 3.2 hereto). 4.2 Note Agreement dated February 15, 1994 between the Registrant and the Prudential Insurance Company of America (Incorporated by reference to Exhibit 4.6 to the Registrant's Form 10-K (Commission File No. 0-14938) for the year ended December 31, 1993). 4.3 Letter Amendment, dated October 14, 1996, to Note Agreements, dated February 15, 1994 and June 29, 1995, between the Registrant and The Prudential Insurance Company of America (incorporated by reference to Exhibit 4.1 to the Registrant's Form 10-Q (Commission File No. 0-14938) for the quarter ended September 29, 1996). 4.4 Letter Amendment, dated June 16, 1997, to Note Agreements, dated February 15, 1994 and June 29, 1995, between the Registrant and The Prudential Insurance Company of America (incorporated by reference to Exhibit 4.1 to the Registrant's Statement on Form 8-K (Commission File No. 0-14938) filed July 9, 1997). 4.5 Note Purchase and Private Shelf Agreement, dated as of June 29, 1995, among the Company, The Prudential Insurance Company of America and the affiliates of Prudential who become Purchasers as defined therein (incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K (Commission File No. 0-14938) filed December 2, 1997). 4.6 Amendment, dated as of May 10, 1999, to Note Agreements, dated February 15, 1994 and June 29, 1995, between the Registrant and The Prudential Insurance Company of America (incorporated by reference to Exhibit 4.1 to the Registrant's Form 10-Q (Commission File No. 0-14938) for the quarter ended June 26, 1999). 4.7 Private Shelf Agreement dated as of September 9, 1999, as amended as of April 26, 2001, among the Company, The Prudential Insurance Company of America and the affiliates of Prudential who became purchasers as defined therein (incorporated by reference to Exhibit 4.1 to the Registrant's Form 10Q (Commission File No 0-14938) for the quarter ended June 30, 2001). Pursuant to Regulation S-K, Item 601(b)(4)(iii), instruments evidencing long term debt less than 10% of the Registrant's total assets have been omitted and will be furnished to the Securities and Exchange Commission upon request. 10.1 Employment Agreement made as of January 1, 1991 between Albert L. Prillaman and the Company (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-K (Commission File No. 0-14938) for the year ended December 31, 1991).(2) 10.2 Lease dated February 23, 1987 between Stanley Interiors Corporation and Southern Furniture Exposition Building, Inc. d/b/a Southern Furniture Market Center (incorporated by reference to Exhibit 10.10 to the Registrant's Form 10-K (Commission File No. 0-14938) for the year ended December 31, 1987). 10.3 Lease dated June 30, 1987 between A. Allan McDonald, Virginia Cary McDonald, C. R. McDonald, Dorothy V. McDonald, and Lillian S. McDonald, as lessor, and Stanley Interiors Corporation, as lessee (incorporated by reference to Exhibit 10.14 to the Registrant's Form 10-K (Commission File No. 0-14938) for the year ended December 31, 1987). 10.4 Supplemental Retirement Plan of Stanley Furniture Company, Inc., as restated effective January 1, 1993. (incorporated by reference to Exhibit 10.8 to the Registrant's Form 10-K (Commission File No. 0-14938) for the year ended December 31, 1993).(2) 10.5 First Amendment to Supplemental Retirement Plan of Stanley Furniture Company, Inc., effective December 31, 1995, adopted December 15, 1995 (incorporated by reference to Exhibit 10.7 to the Registrant's Form 10-K (Commission File No. 0-14938) for the year ended December 31, 1995).(2) 10.6 Stanley Interiors Corporation Deferred Compensation Capital Enhancement Plan, effective January 1, 1986, as amended and restated effective August 1, 1987 (incorporated by reference to Exhibit 10.12 to the Registrant's Registration Statement on Form S-1(Commission File No. 0-14938), No. 33-7300).(2) 10.7 Split Dollar Insurance Agreement dated as of March 21, 1991 between Albert L. Prillaman and the Registrant (incorporated by reference to Exhibit 10.43 to the Registrant's Form 10-K (Commission File No. 0-14938) for the year ended December 31, 1991).(2) (2) Management contract or compensatory plan 10.8 Second Amended and Restated Revolving Credit Facility and Term Loan Agreement dated February 15, 1994 (the "Second Amended and Restated Credit Facility") between the Registrant, National Canada Finance Corp., and the National Bank of Canada (incorporated by reference to Exhibit 10.17 to Registrant's Form 10-K (Commission File No. 0-14938) for the year ended December 31, 1994). 10.9 First Amendment to Second Amended and Restated Credit Facility dated as of August 21, 1995 (incorporated by reference to Exhibit 10.14 to Registrant's Form 10-K (Commission File No. 0-14938) for the year ended December 31, 1995). 10.10 1992 Stock Option Plan (incorporated by reference to Registrant's Registration Statement on Form S-8 No. 33-58396).(2) 10.11 1994 Stock Option Plan. (incorporated by reference to Exhibit 10.18 to the Registrant's Form 10-K (Commission File No. 0-14938) for the year ended December 31, 1994).(2) 10.12 1994 Executive Loan Plan. (incorporated by reference to Exhibit 10.19 to the Registrant's Form 10-K (Commission File No. 0-14938) for the year ended December 31, 1994).(2) 10.13 Employment Agreement dated as of June 1, 1996, between Douglas I. Payne and the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q (Commission File No. 0-14938) for the quarter ended June 30, 1996).(2) 10.14 Amendment No. 1, dated as of October 1, 1996, to the Employment Agreement, dated as of January 1, 1991, between the Registrant and Albert L. Prillaman (incorporated by reference to Exhibit 10.4 to the Registrant's Form 10-Q (Commission File No. 0-14938) for the quarter ended September 29, 1996).(2) 10.15 Assignment and Transfer Agreement, dated as of October 8, 1996, between National Canada Finance Corp. and National Bank of Canada relating to the Second Amended and Restated Revolving Credit Facility (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q (Commission File No. 0-14938) for the quarter ended September 29, 1996). 10.16 Second Amendment, dated as of October 14, 1996, to the Second Amended and Restated Revolving Credit Facility (incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-Q (Commission File No. 0-14938) for the quarter ended September 29, 1996). 10.17 Third Amendment, dated as of June 24, 1997, to the Second Amended and Restated Revolving Credit Facility and Term Loan Agreement dated February 15, 1994 between the Registrant, National Canada Finance Corp., and the National Bank of Canada (incorporated by reference to Exhibit 99.4 to the Registrant's Form 8-K (Commission File No. 0-14938) filed July 9, 1997). 10.18 Fourth Amendment, dated February 24, 1998, to the Second Amended and Restated Revolving Credit Facility and Term Loan Agreement dated February 15, 1994 between the Registrant, National Canada Finance Corp., and the National Bank of Canada (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q (Commission File No. 0-14938) for the quarter ended March 28, 1998). 10.19 Fifth Amendment, dated as of March 10, 1999, to the Second Amended and Restated Revolving Credit Facility and Term Loan Agreement dated February 15, 1994 among the Registrant, National Canada Finance Corp., and the National Bank of Canada (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q (Commission File No. 0-14938) for the quarter ended March 27, 1999). (2) Management contract or compensatory plan 10.20 Sixth Amendment, dated March 30, 2000, to the Second Amended and Restated Revolving Credit Facility and Term Loan Agreement dated February 15, 1994, among the Registrant, National Bank of Canada (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q (Commission File No. 0-14938) for the quarter ended April 1, 2001). 10.21 Seventh Amendment, dated as of March 31, 2000, to the Second Amended and Restated Revolving Credit Facility and Term Loan Agreement dated February 15, 1994, among the Registrant, National Bank of Canada (incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-Q (Commission File No. 0-14938) for the quarter ended April 1, 2000). 10.22 2000 Incentive Compensation Plan (incorporate by reference to Exhibit A to the Registrant's Proxy Statement (Commission File No. 0-14938) for the special meeting of stockholders held on August 24, 2000). (2) 10.23 Amendment No. 2 to The Stanley Furniture Company, Inc. 1992 Stock Option Plan dated as of July 1, 2000 (incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-Q (Commission File No. 0-14938) for the quarter ended September 1, 2000). (2) 10.24 Amendment No. 1 to The Stanley Furniture Company, Inc. 1994 Stock Option Plan dated as of July 1, 2000 (incorporated by reference to Exhibit 10.3 to the Registrant's Form 10-Q (Commission File No. 0-14938) for the quarter ended September 1, 2000).(2) 10.25 Employment Agreement made as of April 9, 2001 between Jeffrey R. Scheffer and the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q (Commission File No. 0-14938) for the quarter ended June 30, 2001). (2) 10.26 Option Agreement, dated April 30, 2001, between the Registrant and Jeffery R. Scheffer (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q (Commission File No. 0-14938) for the quarter ended September 29, 2001). (2) 10.27 Eighth Amendment, dated as of December 18, 2001, to the Second Amended and Restated Revolving Credit Facility and Term Loan Agreement dated February 15, 1994, between the Registrant and the National Bank of Canada (incorporated by reference to Exhibit 10.31 to the Registrant's Form 10-K (Commission File No. 0-14938) filed February 19, 2002). 10.28 Employment Agreement, dated May 2, 2002, between the Registrant and William A. Sibbick, J (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q (Commission File No. 0-14938) for the quarter ended July 16, 2002). (2) 10.29 Employment Agreement, dated May 2, 2002, between the Registrant and Kelly S. Cain (incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-Q (Commission File No. 0-14938) for the quarter ended July 16, 2002). (2) 10.30 Agreement, dated April 25, 2002, between Stanley Furniture Company, Inc. and Albert L. Prillaman (incorporated by reference to Exhibit 99.2 to the Registrant's Form 8-K (Commission File No. 0-14938) filed on April 25, 2002). (2) (2) Management contract or compensatory plan 10.31 Ninth Amendment, dated August 16, 2002, to the second amended and restated revolving credit facility dated February 15, 1994, between the Registrant and PNC Bank, National Association (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q (Commission File No. 0-14938) for the quarter ended October 15, 2002). 10.32 Tenth Amendment dated November 1, 2002, to the Second Amended and Restated Revolving Credit Facility and Term Loan Agreement dated February 15, 1994, between the Registrant and PNC Bank, successor in interest to National Bank of Canada. (3) 10.33 Second Amendment to Supplemental Retirement Plan of Stanley Furniture Company, Inc. effective January 1, 2002. (1) (2) 21 List of Subsidiaries(1) 23 Consent of PricewaterhouseCoopers LLP(1) 99.1 Certification of Jeffrey R. Scheffer, Chief Executive Officer of the Company, pursuant to 18 U. S. C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (1) 99.2 Certification of Douglas I. Payne, Chief Financial Officer of the Company, pursuant to 18 U. S. C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (1) - ------------------------------------ (1) Filed with Registrant's Form 10-K for the year ended December 31, 2002 previously filed on February 13, 2003 (2) Management contract or compensatory plan (3) Filed herewith SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to this report to be signed on its behalf by the undersigned, thereunto duly authorized. STANLEY FURNITURE COMPANY, INC. June 20, 2003 By:/s/Jeffrey R. Scheffer -------------------------------------- Jeffrey R. Scheffer President, and Chief Executive Officer CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Jeffrey R. Scheffer, certify that: 1. I have reviewed this amendment to the annual report on Form 10-K of Stanley Furniture Company, Inc.; 2. Based on my knowledge, this amendment does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; Date: June 20, 2003 /s/ Jeffrey R. Scheffer ----------------------- Jeffrey R. Scheffer Chief Executive Officer CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Douglas I. Payne, certify that: 1. I have reviewed this amendment to the annual report on Form 10-K of Stanley Furniture Company, Inc.; 2. Based on my knowledge, this amendment does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; Date: June 20, 2003 /s/ Douglas I. Payne -------------------- Douglas I. Payne Chief Financial Officer EX-10 3 amend1032.txt Exhibit 10.32 TENTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT FACILITY THIS TENTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT FACILITY dated as of November 1, 2002 (the "Tenth Amendment") is by and between STANLEY FURNITURE COMPANY, INC., a Delaware corporation (the "Borrower"); and PNC BANK, NATIONAL ASSOCIATION, a national banking association, successor in interest to National Bank of Canada, a Canadian chartered bank (the "Lender"). RECITALS A. The Lender has made a certain credit facility available to the Borrower pursuant to the terms and conditions contained in that certain Second Amended and Restated Revolving Credit Facility dated as of February 15, 1994 among the Borrower, National Canada Finance Corp. and National Bank of Canada, as amended by a First Amendment to Second Amended and Restated Credit Agreement dated as of August 21, 1995, a Second Amendment to Second Amended and Restated Credit Agreement dated as of October 14, 1996, a Third Amendment to Second Amended and Restated Credit Agreement dated as of June 24, 1997, a Fourth Amendment to Second Amended and Restated Revolving Credit Agreement dated as of February 24, 1998, a Fifth Amendment to Second Amended and Restated Revolving Credit Agreement dated as of March 10, 1999, a Sixth Amendment to Second Amended and Restated Revolving Credit Agreement dated as of March 30, 2000, a Seventh Amendment to Second Amended and Restated Revolving Credit Agreement dated as of March 31, 2000, an Eighth Amendment to Second Amended and Restated Revolving Credit Agreement dated as of December 18, 2001 and a Ninth Amendment to Second Amended and Restated Revolving Credit Facility dated as of August 16, 2002 (as amended, the "Loan Agreement"). B. The Loan Agreement and the other documents executed in connection therewith were assigned from National Canada Finance Corp. to National Bank of Canada and then from National Bank of Canada to Lender pursuant to an Asset Purchase Agreement dated as of November 15, 2001. C. The Borrower has requested that the Lender make certain changes to the Loan Agreement. D. The Lender has agreed to make these changes to the Loan Agreement as set forth herein. NOW, THEREFORE, the Borrower and the Lender hereby agree as follows: A. The Loan Agreement is amended as follows: 1. The definition of "Subsidiary" in Section 1.01 is deleted in its entirety and replaced with the following: " "Subsidiary" or "Subsidiaries" means, as to any Person, (a) a corporation of which shares of stock have ordinary voting power to elect a majority of the board of directors of such corporation are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both , by such Person , and (b) any partnership, association, joint venture, limited liability company or other entity in which such Person directly or indirectly through Subsidiaries has more than 50% equity interest at any time;". 2. Section 8.01 (b) is amended by (i) deleting the word "and" in front of subparagraph (D); (ii) adding the word "and" after the semicolon at the end of paragraph (b) and (iii) adding a new subparagraph (E) to read as follows: "(E) the transfer of assets to Stanley Furniture of Lexington, LLC; Stanley Furniture of Robbinsville, LLC; Stanley Furniture of Stanleytown, LLC and Stanley Furniture of Martinsville, LLC;". 3. Section 8.01 (e) is amended by (i) deleting the word "and" in subparagraph (v), (ii) replacing the period at the end of subparagraph (vi) with a semicolon and the word "and" and (iii) adding a new subsection (vii) to read as follows: "(vii) investments in Stanley Furniture of Lexington, LLC; Stanley Furniture of Robbinsville, LLC; Stanley Furniture of Stanleytown, LLC or Stanley Furniture of Martinsville, LLC." 4. Section 8.01 (f) is amended by adding after the words Exhibit F the following: "and except for transactions with Stanley Furniture of Lexington, LLC; Stanley Furniture of Robbinsville, LLC; Stanley Furniture of Stanleytown, LLC or Stanley Furniture of Martinsville, LLC,". B. The Borrower represents and warrants that, as of the date hereof, it is not in default of the terms of the Loan Agreement, as amended hereby, or any of the other documents executed between the Borrower and the Lender in connection therewith. C. This Tenth Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original. D. This Tenth Amendment and the Loan Agreement, as amended hereby, shall be deemed to be contracts made under, and for all purposes shall be construed in accordance with the laws of the State of North Carolina. IN WITNESS WHEREOF, the parties hereto have executed or caused this instrument to be executed under the seal as of the day and year first above written. STANLEY FURNITURE COMPANY, INC. ATTEST By /s/ Anita W. Wimmer By /s/ Douglas I. Payne - ---------------------- --------------------------------- Title Treasurer Title Executive Vice President Finance and Administration (Corporate Seal) PNC BANK, NATIONAL ASSOCIATION By /s/ Alex W. Council -------------------------------- Title Vice President -----END PRIVACY-ENHANCED MESSAGE-----