-----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, Vu42wD+PAny9/65hNid9DUQrYdpfOazmfPpD5K6uf/7r8gMlizYCTqYK6ieXtrJL kFSpfyKGcQ8V1bKq/QCfCQ== 0000916641-98-001286.txt : 19981126 0000916641-98-001286.hdr.sgml : 19981126 ACCESSION NUMBER: 0000916641-98-001286 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981125 EFFECTIVENESS DATE: 19981125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULASKI FURNITURE CORP CENTRAL INDEX KEY: 0000081112 STANDARD INDUSTRIAL CLASSIFICATION: WOOD HOUSEHOLD FURNITURE, (NO UPHOLSTERED) [2511] IRS NUMBER: 540594965 STATE OF INCORPORATION: VA FISCAL YEAR END: 1103 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-67941 FILM NUMBER: 98759300 BUSINESS ADDRESS: STREET 1: P O BOX 1371 STREET 2: ONE PULASKI SQ CITY: PULASKI STATE: VA ZIP: 24301 BUSINESS PHONE: 7039807330 MAIL ADDRESS: STREET 1: P O BOX 1371 STREET 2: 1 PULASKI SQUARE CITY: PULASKI STATE: VA ZIP: 24301 S-8 1 PULASKI FURNITURE CORPORATION S-8 Registration No. _____________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- Pulaski Furniture Corporation (Exact name of registrant as specified in its charter) VIRGINIA Issuer: 54-0594965 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) P. O. Box 1371 Pulaski, Virginia 24301 (Address of principal executive offices) ------------------- 1996 Salaried Employees' Stock Purchase Plan (Full title of the plan) ------------------ JOHN G. WAMPLER President and Chief Executive Officer Pulaski Furniture Corporation One Pulaski Square Pulaski, Virginia 24301 (540) 980-7330 (Name, address, including zip code, and telephone number, including area code, of agent for service) With a copy to: C. Porter Vaughan, III, Esquire Hunton & Williams Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219 (804) 788-8285 ------------------- CALCULATION OF REGISTRATION FEE
================================ ===================== ==================== ===================== ================== Proposed maximum Proposed maximum Title of securities Amount to be offering price aggregate Amount of to be registered registered per share offering price registration fee - -------------------------------- --------------------- -------------------- --------------------- ------------------ Common Stock, $1.00 par value per 100,000 shares $20.75* $2,075,000* $576.85* share (including Associated Rights) ====================================================================================================================
(1) Estimated solely for the purpose of computing the registration fee. This amount was calculated pursuant to Rule 457(c) of the Securities Act of 1933, as amended (the "Securities Act") on the basis of $20.75 per share, which was the average of the high and low prices of the Registrant's Common Stock on November 23, 1998, as reported on the Nasdaq National Market. ================================================================================ In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. PULASKI FURNITURE CORPORATION I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Item 1. Plan Information. Not required to be included herewith. Item 2. Registrant Information and Employee Plan Annual Information. Not required to be included herewith. II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by Pulaski Furniture Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated by reference into this Registration Statement: (a) The Company's Annual Report on Form 10-K for the fiscal year ended November 2, 1997. (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended January 25, 1998, April 19, 1998 and July 12, 1998. (c) The Company's Current Report on Form 8-K dated November 4, 1998. Additionally incorporated by reference into this Registration Statement is the Company's Registration Statement on Form S-1, as amended (Registration No. 2-40746). In addition to the foregoing, all documents subsequently filed by (i) the Company or (ii) the Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities registered hereunder have been issued or 1 which deregisters all securities offered then remaining unsold, shall be deemed incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. Any statement, including financial statements, 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. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. To the fullest extent permitted by Virginia law, as now or hereafter in effect, the Bylaws of the Company eliminate the liability of directors and officers to the Company or its shareholders for monetary damages. Virginia corporate law permits, and the Bylaws of the Company require, indemnification of the Company's directors and officers against all liabilities imposed or asserted against them by reason of having been a director or officer of the Company, except in the case of willful misconduct or a knowing violation of the criminal law. The Bylaws of the Company also permit the Company to indemnify employees and agents of the Company to the same extent as is mandated for directors and officers. The Bylaws of the Company require indemnification of directors and officers, and permit indemnification of employees and agents, to the fullest extent permitted under Virginia law, as now or hereafter in effect. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The following exhibits are filed as part of this Registration Statement: 2 Exhibit No. - ----------- 4.1 Restated Articles of Incorporation of Pulaski Furniture Corporation. (1) 4.2 Bylaws of Pulaski Furniture Corporation. (1) 4.3 Pulaski Furniture Corporation's Series A Company Note in the principal amount of $3,000,000, given to the Industrial Development Authority of Pulaski County.(2) 4.4 Pulaski Furniture Corporation's Series B Company Note in the principal amount of $5,000,000, given to the Industrial Development Authority of Pulaski County. (2) 4.5 Industrial Development Authority of Pulaski County's Industrial Development Revenue Note in the principal amount of $3,000,000, given to Sovran Bank, N.A. as Note Agent (Series A). (2) 4.6 Industrial Development Authority of Pulaski County's Industrial Development Revenue Note in the principal amount of $5,000,000, given to Sovran Bank, N.A., as Note Agent (Series B). (2) 4.7 Industrial Development Authority of Pulaski County's Industrial Development Revenue Note in principal amount of $2,000,000, given to Sovran Bank as Note Agent (Series A). (2) 4.8 Pulaski Furniture Corporation's Series A Company Note in principal amount of $2,000,000, given to the Industrial Development Authority of Pulaski County. (2) 4.9 Note Purchase Agreement and Agreement of Sale between Industrial Development Authority of Pulaski County, Sovran Bank, N.A., Planters Bank and Trust Co.; and Pulaski Furniture Company, dated April 1, 1984. (2) 4.10 Reimbursement, Purchase and Loan Agreement between Pulaski Furniture Corporation and Sovran Bank, N.A., dated April 1, 1984. (2) 4.11 UDAG Grant Agreement No. B-82-AB-51-0189, as executed and delivered by the Town of Pulaski and the United States Department of Housing and Urban Development. (2) 3 4.12 Term Loan Agreement between Pulaski Furniture Corporation and Wachovia Bank and Trust Company, N.A., dated October 21, 1985. (3) 4.13 Term Loan Note in principal amount of $4,000,000 between Pulaski Furniture Corporation and Wachovia Bank and Trust Company, N.A., dated October 21, 1985. (3) 4.14 Term Loan Agreement between Pulaski Furniture Corporation and Sovran Bank, N.A., dated October 23, 1985. (3) 4.15 Term Loan Note in principal amount of $4,000,000 between Pulaski Furniture Corporation and Sovran Bank, N.A., dated October 23, 1985. (3) 4.16 Note Issuance Agreement and Revolving Credit Agreement between Pulaski Furniture Corporation and Sovran Bank, N.A. in principal amount of $10,000,000, dated December 1, 1988. (4) 4.17 Form of Variable Rate Taxable Promissory Note in principal amount of $10,000,000 between Pulaski Furniture Corporation and Sovran Bank, N.A., dated December 9, 1988. (4) 4.18 Form of Revolving Credit Facility Note in principal amount of $10,000,000 between Pulaski Furniture Corporation and Sovran Bank, N.A., dated December 9, 1988. (4) 4.19 Form of Credit Agreement in principal amount of $10,000,000 between Pulaski Furniture Corporation and Wachovia Bank of North Carolina, N.A., dated as of December 10, 1993. (5) 4.20 Form of Promissory Note in principal amount of $10,000,000 made by the Company to Wachovia Bank of North Carolina, N.A., dated December 10, 1993. (5) 4.21 Amendment to Term Loan Agreement between the Company and Wachovia Bank of North Carolina, N.A., dated July 25, 1994. (6) 4.22 Amendment to Promissory Note made by the Company to Wachovia Bank of North Carolina, N.A., dated July 25, 1994. (6) 4 4.23 Amended and Restated Rights Agreement between Pulaski Furniture Corporation and First Union National Bank, dated as of December 15, 1997. (7) 4.24 1996 Salaried Employees' Stock Purchase Plan. 5.1 Opinion of Hunton & Williams. 23.1 Consent of Hunton & Williams (included in Exhibit 5). 23.2 Consent of Ernst & Young LLP. 24 Powers of Attorney (included on Signature Page). Footnotes: (1) Incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended October 29, 1989. (2) Incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended October 28, 1994. (3) Incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended October 27, 1985. (4) Incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended October 30, 1988. (5) Incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1993. (6) Incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended October 29, 1995. (7) Incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ended January 25, 1998. Item 9. Undertakings. A. Subsequent Disclosure. The Company hereby undertakes: 5 (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 this 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 this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company, pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this 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. B. Incorporation by Reference. The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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. 6 C. Commission Position on Indemnification. The Company hereby undertakes that, insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final adjudication of such issue. 7 SIGNATURES The Registrant Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing 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 Pulaski, Commonwealth of Virginia, on the 23 day of November, 1998. PULASKI FURNITURE CORPORATION BY /s/ John G. Wampler ------------------------------------- John G. Wampler President and Chief Executive Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. POWER OF ATTORNEY Each of the undersigned, in his capacity as officer or director, or both, as the case may be, of Pulaski Furniture Corporation does hereby appoint John G. Wampler and Ira S. Crawford, and each of them severally, his true and lawful attorneys or attorney to execute in his name, place and stead, in his capacity as director or officer, or both as the case may be, this Registration Statement and any and all amendments and post-effective amendments thereto, and all instruments necessary or incidental in connection therewith and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have power to act hereunder with or without the other attorney and shall have full power and authority to do and perform in the name and on behalf of each of said directors or officers, or both as the case may be, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as which each of said officers or directors, or both as the case may be, might or could do in person, hereby ratifying and confirming all that said attorneys or attorney may lawfully do or cause to be done by virtue hereof. 8
Signature Title Date --------- ----- ---- /s/ John G. Wampler Director, President and Chief Nov 23, 1998 - ---------------------------- Executive Officer John G. Wampler /s/ Jason A. Gibbs Treasurer and Chief Financial Nov 19, 1998 - ---------------------------- Officer Jason A. Gibbs /s/ Bernard C. Wampler Director and Chairman of the Nov 23, 1998 - ---------------------------- Board Bernard C. Wampler - ---------------------------- Director ______, 1998 Robert C. Greening, Jr. /s/ Harry J. G. van Beek Director Nov 20, 1998 - ---------------------------- Harry J. G. van Beek /s/ O. Kenton McCartney, III Director Nov 23, 1998 - ---------------------------- O. Kenton McCartney, III /s/ H. H. Warner Director Nov 20, 1998 - ---------------------------- Harry H. Warner /s/ Hugh V. White, Jr. Director Nov 20, 1998 - ---------------------------- Hugh V. White, Jr.
9 SIGNATURES The Plan Pursuant to the requirements of the Securities Act, the Committee appointed under the 1996 Salaried Employees' Stock Purchase Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Pulaski, Commonwealth of Virginia, on the 23 day of November, 1998. 1996 SALARIED EMPLOYEES' STOCK PURCHASE PLAN By: /s/ Jason A. Gibbs ------------------------------ Name: Jason A. Gibbs ---------------------------- Title: CEO, VP & Treasurer --------------------------- EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 4.1 Restated Articles of Incorporation of Pulaski Furniture Corporation. 4.2 Bylaws of Pulaski Furniture Corporation. 4.3 Pulaski Furniture Corporation's Series A Company Note in the principal amount of $3,000,000, given to the Industrial Development Authority of Pulaski County. 4.4 Pulaski Furniture Corporation's Series B Company Note in the principal amount of $5,000,000, given to the Industrial Development Authority of Pulaski County. 4.5 Industrial Development Authority of Pulaski County's Industrial Development Revenue Note in the principal amount of $3,000,000, given to Sovran Bank, N.A. as Note Agent (Series A). 4.6 Industrial Development Authority of Pulaski County's Industrial Development Revenue Note in the principal amount of $5,000,000, given to Sovran Bank, N.A., as Note Agent (Series B). 4.7 Industrial Development Authority of Pulaski County's Industrial Development Revenue Note in principal amount of $2,000,000, given to Sovran Bank as Note Agent (Series A). 4.8 Pulaski Furniture Corporation's Series A Company Note in principal amount of $2,000,000, given to the Industrial Development Authority of Pulaski County. 4.9 Note Purchase Agreement and Agreement of Sale between Industrial Development Authority of Pulaski County, Sovran Bank, N.A., Planters Bank and Trust Co.; and Pulaski Furniture Company, dated April 1, 1984. 4.10 Reimbursement, Purchase and Loan Agreement between Pulaski Furniture Corporation and Sovran Bank, N.A., dated April 1, 1984. 4.11 UDAG Grant Agreement No. B-82-AB-51-0189, as executed and delivered by the Town of Pulaski and the United States Department of Housing and Urban Development. 4.12 Term Loan Agreement between Pulaski Furniture Corporation and Wachovia Bank and Trust Company, N.A., dated October 21, 1985. 4.13 Term Loan Note in principal amount of $4,000,000 between Pulaski Furniture Corporation and Wachovia Bank and Trust Company, N.A., dated October 21, 1985. 4.14 Term Loan Agreement between Pulaski Furniture Corporation and Sovran Bank, N.A., dated October 23, 1985. 4.15 Term Loan Note in principal amount of $4,000,000 between Pulaski Furniture Corporation and Sovran Bank, N.A., dated October 23, 1985. 4.16 Note Issuance Agreement and Revolving Credit Agreement between Pulaski Furniture Corporation and Sovran Bank, N.A. in principal amount of $10,000,000, dated December 1, 1988. 4.17 Form of Variable Rate Taxable Promissory Note in principal amount of $10,000,000 between Pulaski Furniture Corporation and Sovran Bank, N.A., dated December 9, 1988. 4.18 Form of Revolving Credit Facility Note in principal amount of $10,000,000 between Pulaski Furniture Corporation and Sovran Bank, N.A., dated December 9, 1988. 4.19 Form of Credit Agreement in principal amount of $10,000,000 between Pulaski Furniture Corporation and Wachovia Bank of North Carolina, N.A., dated as of December 10, 1993. 4.20 Form of Promissory Note in principal amount of $10,000,000 made by the Company to Wachovia Bank of North Carolina, N.A., dated December 10, 1993. 4.21 Amendment to Term Loan Agreement between the Company and Wachovia Bank of North Carolina, N.A., dated July 25, 1994. 4.22 Amendment to Promissory Note made by the Company to Wachovia Bank of North Carolina, N.A., dated July 25, 1994. 4.23 Amended and Restated Rights Agreement between Pulaski Furniture Corporation and First Union National Bank, dated as of December 15, 1997. 4.24 1996 Salaried Employees' Stock Purchase Plan.* 5.1 Opinion of Hunton & Williams.* 23.1 Consent of Hunton & Williams (included in Exhibit 5). 23.2 Consent of Ernst & Young LLP.* 24 Powers of Attorney (included on Signature Page). ---------------------- * Filed with this Registration Statement on Form S-8; all other exhibits are herein incorporated by reference unless otherwise specifically designated. EX-4 2 EXHIBIT 4.24 Exhibit 4.24 PULASKI FURNITURE CORPORATION 1996 Salaried Employees' Stock Purchase Plan Section 1. Purpose. This 1996 Salaried Employees' Stock Purchase Plan (the Plan) is intended to encourage ownership of Stock of Pulaski Furniture Corporation (the Company) by certain salaried employees of the Company and to provide additional incentive to employees to remain with and promote the success of the business of the Company. Section 2. Operative Date. The Plan shall become operative on such date as the Board of Directors shall determine following approval by the Company's stockholders. Section 3. Definitions. (1) Basic Compensation means, for each Payroll Period, a Participant's total base earnings (including commissions) before withholding, excluding overtime payments, extra compensation, bonus payments, or other similar payments from the Company and any contribution by the Company to this or any other employee benefit program. (2) Board of Directors means the Board of Directors of the Company. (3) Committee means a committee of two or more persons appointed by the Board of Directors to administer the Plan with the powers and duties hereinafter stated. (4) Continuous Employment means employment by the Company that is not interrupted, provided that employment shall not be considered interrupted by reason of absence due to regular vacation, service in the armed forces or under any compulsory manpower act, jury duty, sickness, injury for which compensation is being paid by the Company or its insurer under any workmen's compensation law, or any leave of absence granted by the Company, provided that such absence does not continue beyond reasonable periods to be established by the Committee. (5) Participant means any employee of the Company who is participating in the Plan. (6) Payroll Period, for any employee, means the period for which he is customarily compensated by the Company. (7) Plan Year means the twelve-month period commencing on the first day of the Company's fiscal year and ending on the last day of the Company's fiscal year. In the event the Plan becomes operative on a date other than the first day of the Company's fiscal year, the first Plan Year shall be the period commencing with the date the Plan becomes operative and ending on the last day of the company's fiscal year. (8) Stock means Common Stock of the Company. Section 4. Stock Subject to the Plan. The maximum number of shares of Stock that may be issued pursuant to the Plan on and after January 1, 1996, shall be 100,000 shares, which number shall be subject to appropriate adjustment by the Board of Directors in the event of stock dividends, split-ups, recapitalizations or combinations. Section 5. Eligible Employees. Each salaried employee of the Company (or any corporation of which the Company shall at the time own shares of any class having ordinary voting power for the election of at least one-half of the Board of Directors of such corporation) who has reached his eighteenth birthday, who is a resident of Virginia (or any such other state as the Board of Directors shall determine in its sole discretion), and who has been continuously employed by the Company for a period or at least five months and who is either not covered by a collective bargaining agreement or who is covered by a collective bargaining agreement incorporating the Plan is eligible for participation in the Plan, except an employee whose customary employment is for less than 20 hours per week or five months per year. Section 6. Manner of Participation. Participation in the Plan is entirely voluntary. To become a Participant, an employee shall, not later than 25 days before the beginning of a Plan Year, file a form with his payroll office, known as a "1996 Salaried Employees' Stock Purchase Plan Payroll Deduction Authorization," authorizing payroll deductions from the employee's pay, commencing with the first Payroll Period of the Plan Year. After an employee has become a Participant in the Plan, his participation therein will continue from year to year thereafter, so long as the Plan continues in effect, until he withdraws from the Plan in accordance with Section 12 hereof. Section 7. Payroll Deductions and Employee Accounts. A payroll deduction shall be made from the Basic Compensation of each Participant for each Payroll Period in the Plan Year in such percentages as the Participant shall specify in his payroll deduction authorization form, provided that such percentage shall be the same for each Payroll Period, shall be in multiples of 1% and shall not exceed 8% of the Participant's Basic Compensation for the Payroll Period. The percentage specified in the payroll deduction authorization form may not be changed during the Plan Year. An employee may contribute to the Plan only by payroll deduction. The Company shall maintain accounts showing the amount withheld from each Participant's Basic Compensation pursuant to the payroll deduction authorization for the Plan. Section 8. Company Contributions. The Company will, at the end of the Plan Year, contribute an amount equal to 60% of the amount withheld from the Participant's Basic Compensation during the Plan Year for the Plan. Section 9. Deductions from Contributions; Purchase of Stock. Before the Company's contributions are credited to each Participant's account, there shall be deducted from such contributions an amount equal to the amount required to be withheld under state and federal income tax laws and FICA and comparable charges. The funds in the Participant's account will be applied at the end of the Plan Year to subscribe for shares of Stock at a price equal to the average of the daily average bid and asked prices for the Stock, as quoted by the National Association of Securities Dealers at the close of business on each of the 20 consecutive trading days immediately preceding the last day of the Plan Year. No fractional shares will be issued, and any amount not utilized to subscribe for Stock will be credited to the Participant's account for the succeeding Plan Year, of if the Participant does not participate in the Plan for the succeeding Plan Year, such amount will be paid to the Participant. Section 10. Distribution of Stock. Certificates representing the number of shares of Stock subscribed for pursuant to the preceding paragraph shall be delivered to the Participants as soon as practicable after the end of the Plan Year. The rights and privileges of a stockholder of the Company shall exist with respect to shares purchased pursuant to the Plan from and after the date of issue of a Stock certificate. Section 11. Transferability. The rights of a Participant under the Plan may not be transferred or assigned at any time. Section 12. Termination of Participation in the Plan and Refund of Credit Balance in Account. A Participant may at any time before the end of the Plan Year and for any reason terminate his participation in the Plan by written notification of his withdrawal therefrom delivered to his payroll office. An employee's participation in the Plan shall also forthwith terminate upon his ceasing to be employed by the Company for any reason other than retirement, or upon his ceasing to be eligible for participation therein. Upon termination of participation in the Plan, the amount credited to the Participant's account pursuant to Section 7 above shall be paid to him or his estate. An employee whose participation in the Plan has terminated may not recommence participation in the Plan until the succeeding Plan Year. In the event of termination of participation in the Plan, the employee will forfeit any contribution the Company would have made at the end of the Plan Year. A Participant whose employment terminates by reason of retirement may continue as a Participant, without making further contributions, until the end of the Plan Year next following the Participant's date of retirement. Section 13. Suspension of Withholding. A Participant may suspend his contributions at any time by written notification delivered to his payroll office. In such event, the amount previously contributed by the Participant will continue to be held by the Company until the end of the Plan Year and the Company will make its contribution based on the amount contributed by the Participant before suspension. Any Participant who suspends his contributions to the Plan may not resume contributions during the Plan Year in which the contributions have been suspended. Section 14. Expenses; Applications of Funds. All expenses of administering the Plan shall be borne by the Company without charge against any Participant's Plan account. All funds received or held by the Company under this Plan may be used for any corporate purpose. Section 15. The Committee. The Committee shall consist of not less than three nor more than five persons chosen by the Board of Directors and may (but need not) include officers or directors of the Company. Vacancies on the Committee from any cause may be filled by the Board of Directors. The Committee may act by a majority of their number and shall keep a written record of all decisions of the Committee. The Committee shall have full power and authority to administer this Plan and to decide all questions regarding its construction and interpretation. The Committee may also pass upon and decide cases presenting unusual circumstances and in so doing shall act in a non-discriminatory manner consistent with and to further the purposes of the Plan. All decisions of the Committee shall be final and binding upon all parties. No member of the Committee shall be liable for any act or omission in connection with the execution of his duties or the exercise of his discretion hereunder, except when due to his own gross negligence or willful misconduct. The Company shall and hereby does indemnify each member by reason of his membership on the Committee to the same extent and on the same terms as the Company, under its charter and bylaws, indemnifies directors and officers of the Company by reason of their being such directors and officers. Section 16. Governing Law. The place of administration of the Plan shall be conclusively deemed to be within the Commonwealth of Virginia and the validity, construction, interpretation and administration of the Plan and determinations and decisions made thereunder, and the rights of any and all persons having or claiming to have any interest therein or thereunder, shall be governed by, and determined exclusively and solely in accordance with, the laws of the Commonwealth of Virginia. Without limiting the generality of the foregoing, the period within which any action arising under or in connection with the Plan, or any contribution made or purportedly made under or in connection therewith, must be commenced shall be governed by the laws of the Commonwealth of Virginia, irrespective of the place where the act or omission complained of took place and of the residence of any party to such action and irrespective of the place where the action may be brought. Section 17. Company's Rights Not Affected. Neither the adoption of the Plan nor its operation shall in any way affect the right and power of the Company to terminate the employment of any Participant at any time for any reason with or without cause. Section 18. Conditions to Rights Under the Plan. No Participant or person claiming under or through any Participant shall have any right or interest, whether vested or otherwise, in the Plan or its continuance or in or to the Company's contributions under the Plan, whether such contributions be vested, contingent or otherwise, unless and until all the terms, conditions and provisions of the Plan that affect such contributions shall have been fully complied with as specifically provided in the Plan. No cash or other property shall be segregated or earmarked for any individual employee. The obligation of the Company to issue, or transfer and deliver Stock under the Plan shall be subject to all applicable laws, regulations, rules and orders as in effect from time to time. Section 19. Amendment and Discontinuance. The Board of Directors from time to time may modify, amend or terminate the Plan, provided, however, that no termination, modification or amendment of the Plan shall affect a Participant's rights under an outstanding election to purchase shares under the Plan. EX-5 3 EXHIBIT 5.1 [LETTERHEAD OF HUNTON & WILLIAMS] Riverfront Plaza, East Tower 951 East Byrd Street Richmond, VA 23219-4074 Telephone (804) 788-8200 Facsimile (804) 788-8218 November 24, 1998 Pulaski Furniture Corporation One Pulaski Square Pulaski, Virginia 24301 Pulaski Furniture Corporation 1996 Salaried Employees' Stock Purchase Plan (the "Plan") Ladies and Gentlemen: This firm has acted as counsel to Pulaski Furniture Corporation (the "Company") in connection with the Registration Statement on Form S-8 (the "Registration Statement") being filed under the Securities Act of 1933, as amended ("the Act") on or about the date of this letter to register 100,000 shares of common stock, $1.00 par value per share (including associated rights) (the "Shares") of the Company, which from time to time may be offered and sold by the Company in connection with the Plan. We are familiar with the Registration Statement and the Exhibits thereto. We have examined, originals or copies, certified or otherwise identified to our satisfaction, of such corporate documents and records of the Company and certificates of public officials as we have deemed necessary to enable us to express this opinion. We have also relied on certificates of officers of the Company as to certain factual matters. In rendering this opinion, we have assumed (i) the genuineness of all signatures, (ii) the authenticity of all documents submitted to us as originals, and (iii) the conformity to authentic original documents of all documents submitted to us as certified, conformed, or photostatic copies. Based upon and subject to the foregoing, we are of the opinion that: 1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Virginia. 2. The Shares have been duly authorized and, when offered and sold as described in the Registration Statement, will be legally issued, fully paid and non-assessable. November 24, 1998 Page 2 We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. Very truly yours, /s/ Hunton & Williams EX-23 4 EXHIBIT 23.2 Exhibit 23.2 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 1996 Salaried Employees' Stock Purchase Plan of Pulaski Furniture Corporation of our report dated November 26, 1997, with respect to the consolidated financial statements and schedules included in the Annual Report on Form 10-K of Pulaski Furniture Corporation for the year ended November 2, 1997, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Winston-Salem, North Carolina November 24, 1998 -----END PRIVACY-ENHANCED MESSAGE-----