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: August 19, 2005
(Date of earliest event reported: August 18, 2005)
HAVERTY FURNITURE COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Maryland 1-14445 58-0281900
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation or
organization)
780 Johnson Ferry Road,
Suite 800,
Atlanta, Georgia 30342
(Address of principal executive officers) ( Zip Code)
Telephone number, including area code: (404) 443-2900
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 (17CFR240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17CFR240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On August 18, 2005, the Board of Directors of Haverty
Furniture Companies, Inc. upon recommendation of the Board's
Executive Compensation Committee, approved the acceleration of
vesting of all "out-of-the-money", unvested stock options held by
current employees, including executive officers and certain
employee directors. An option was considered out-of-the money if
the stated option exercise price was greater than $12.57, the
closing price of the Company's common stock on August 18, 2005.
Options to purchase approximately 482,400 shares of common
stock, which otherwise would have vested on a yearly basis
through 2008, will become immediately exercisable. The weighted
average exercise price of the options subject to the acceleration
is $17.49.
The decision to initiate the acceleration was made primarily
to reduce compensation expense that would be expected to be
recorded in future periods following the Company's adoption on
January 1, 2006 of Statement of Financial Accounting Standards
No. 123R, "Share-Based Payment (revised 2004)". As a result
of the acceleration, the Company expects to reduce this
compensation expense, net of tax, by a total ofapproximately
$3.8 million (approximately $2.0 million in 2006, $1.1 million
in 2007, and $0.7 million in 2008). This estimate is subject to
change but is based on value calculations using the Black-Scholes
methodology.
Holders of incentive stock options ("ISO") within the
meaning of Section 422 of the Internal Revenue Code of 1986, as
amended, will be given the election to decline the acceleration
of their options if such acceleration would have the effect of
changing the status of such option for federal income tax
purposes from an ISO to a non-qualified stock option.
Of the 482,400 options affected by the acceleration, options
to purchase 155,000 shares of common stock are held by our
executive officers as set forth below.
Aggregate Weighted
Number of Shares Average
Issuable Under Exercise
Accelerated Price Per
Officer Position Options Share
------- -------- ---------------- ---------
Clarence H. Ridley Chairman of the Board 42,250 $17.08
Clarence H. Smith President and Chief 37,250 $17.24
Executive Officer
Dennis L. Fink Executive Vice President 30,250 $17.20
Chief Financial Officer
M. Tony Wilkerson Executive Vice President, 23,250 $17.13
Merchandising
Rawson Haverty, Jr. Senior Vice President, 22,000 $17.27
Real Estate and
Development
SIGNATURES
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.
HAVERTY FURNITURE COMPANIES, INC.
August 19, 2005 By: /s/ Jenny Hill Parker
-----------------------------
Jenny Hill Parker
Vice President,
Secretary and Treasurer