8-K 1 q107form8kearningspressrelea.htm FORM 8-K Q1-07EARNINGS PRESS RELEASE earmstrong@stanleyfurniture.com


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) April 17, 2007


STANLEY FURNITURE COMPANY, INC.
(Exact name of registrant as specified in its charter)


Delaware
 
0-14938
 
54-1272589
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 

 
 1641 Fairystone Park Highway, Stanleytown, Virginia               24168
              (Address of principal executive offices)                 (Zip Code)
  


Registrant’s telephone number, including area code: (276) 627-2000
 
 N/A
 (Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

 
ITEM 2.02. Results of Operations and Financial Condition

On April17, 2007, the Registrant issued a press release announcing first quarter 2007 operating results. The press release is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
 

ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On January 26, 2007, the registrant entered into an Amended and Restated Note Purchase and Private Shelf Agreement (the “Amended Note Agreement”) with The Prudential Insurance Company of America (“Prudential”), Hartford Life Insurance Company, Medica Health Plans, Pruco Life Insurance Company of New Jersey, Prudential Retirement Insurance and Annuity Company, Mutual of Omaha Insurance Company and each Prudential affiliate which becomes a purchaser as provided therein. Pursuant to the Amended Note Agreement, the registrant borrowed $25 million in a private note placement on April 17, 2007. The note bears interest at 6.73% per annum and is payable in seven equal annual principal payments starting in May 2011 with a final payment due in May 2017. Proceeds from the loan will be used for general corporate purposes including the registrant’s stock repurchase program. The Amended Note Agreement also provides for a $25 million uncommitted shelf facility and amends and restates the registrant’s note purchase and private shelf agreement with Prudential which was entered into in 1999. The Amended Note Agreement provides that the notes issued thereunder may be accelerated if there is an event of default (as defined in the Amended Note Agreement).

The foregoing summary is qualified in its entirety by reference to the Amended Note Agreement, a copy of which is incorporated by reference as Exhibit 4.01 to this report.

 
ITEM 9.01 Financial Statements and Exhibits.

(d)  Exhibits.
 
4.01 Amended and Restated Note Purchase and Private Shelf Agreement dated as of January 26, 2007, among the Registrant, the Prudential Insurance Company of America, the other purchasers named therein and each Prudential affiliate which became a purchaser as provided therein (incorporated by reference to Exhibit 4.01 to the Registrant’s Form 8-K filed on February 1, 2007).
 
    
99.1    Press release by Stanley Furniture Company, Inc. on April 17, 2007
 
 


SIGNATURE

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.

 
STANLEY FURNITURE COMPANY, INC.
   
April 17, 2007
By: /s/Jeffrey R. Scheffer
Date
Jeffrey R. Scheffer
 
Chairman, President and Chief Executive Officer