Furniture Brands International 8-K 2010
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): February 24, 2010
FURNITURE BRANDS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
(Registrants telephone number, including area code)
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On February 26, 2010, Furniture Brands International, Inc. (the Company) entered into an Amended and Restated Stockholders Rights Agreement (the Amended and Restated Rights Agreement), which amends and restates the Companys Stockholders Rights Agreement dated August 3, 2009 (the Original Rights Agreement).
The Amended and Restated Rights Agreement amends the Original Rights Agreement as follows:
The qualified offer provision provides that between 90 and 120 days after the commencement of a Qualified Offer (as defined below), the holders of 10% or more of the Companys common stock then outstanding (excluding common stock beneficially owned by the person making the Qualified Offer and such persons affiliates and associates) may, by notice, require the Company to call a special meeting of the stockholders to vote on a resolution authorizing the redemption of all, but not less than all, of the then outstanding Rights (as defined in the Amended and Restated Rights Agreement) at the redemption price. The Rights will be automatically redeemed if the special meeting is not held within 90 days of receipt of such notice or if such meeting is held and the holders of a majority of the outstanding common stock (excluding common stock beneficially owned by the person making the Qualified Offer and such persons affiliates and associates) vote in favor of the redemption of the Rights, in each case as long as at such time no person has become an Acquiring Person (as defined in the Amended and Restated Rights Agreement) and as long as the Qualified Offer continues to be a Qualified Offer prior to the last day of the period in which the special meeting of the stockholders must be held.
A Qualified Offer is an offer that among other things is determined by a majority of the independent directors of the Company to be a fully-financed offer for all outstanding shares of common stock at a per share offer price that exceeds the greater of (i) a reasonable premium above the highest reported market price of the Companys common stock during the immediately preceding 24 months and (ii) a reasonable premium above the average of the closing price of the Companys common stock for the 10 trading days immediately preceding the offer; and the offer must be at a per share offer price as to which a nationally recognized investment banking firm retained by the Board has not rendered an opinion to the Board that such price is either unfair or inadequate. In addition, a Qualified Offer is an offer that is only conditioned
upon a minimum of at least two-thirds of the outstanding shares of common stock not held by the offeror (and its affiliated and associated persons) being tendered and not withdrawn, with a commitment to acquire all shares of common stock not tendered for the same consideration. If the Qualified Offer includes non-cash consideration, then among other things such consideration must consist solely of freely-tradeable common stock of a publicly traded U.S. company, and the Board and its representatives must be given access to conduct a due diligence review of the offeror to determine whether the consideration is fair and adequate. A Qualified Offer must also remain open for at least 120 business days following commencement.
The Company intends to seek stockholder ratification of the approval of the Amended and Restated Rights Agreement at its next annual meeting of stockholders.
The Company described the material terms of the Original Rights Agreement in Item 1 of its Registration Statement on Form 8-A, dated August 4, 2009, and incorporates that description herein by this reference, appropriately modified as set forth above. The foregoing is only a summary of certain terms and conditions of the Amended and Restated Rights Agreement and is qualified in its entirety by reference to the Amended and Restated Rights Agreement, which is filed as Exhibit 4.1 to this Form 8-K and is incorporated herein by reference.
The information set forth under Item 1.01 is incorporated herein by reference.
(e) On February 24, 2010, the Human Resources Committee (the Committee) of the Board of Directors of the Company approved the amendment and restatement of the Companys Executive Severance Plan (the Severance Plan) effective July 1, 2010. The changes to the Severance Plan are as follows:
The above description is qualified in its entirety by reference to the Severance Plan, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
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.
Dated:March 1, 2010