SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 1, 2004
HOOKER FURNITURE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
VIRGINIA
(State or Other Jurisdiction of Incorporation)
| 000-25349 | 54-0251350 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 440 Commonwealth Boulevard Martinsville, Virginia |
24112 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(276) 632-0459
(Registrant’s Telephone Number, Including Area Code)
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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
| (d) | Effective September 1, 2004, Henry Williamson was elected to the Board of Directors of Hooker Furniture Corporation (the “Company”). Mr. Williamson retired as Chief Operating Officer of BB&T Corporation June 30, 2004. He will serve as a member of the Company’s Audit and Compensation Committees. |
The Company has used BB&T for investment banking and commercial banking services during fiscal 2003 and 2004.
A copy of the Company’s press release, dated August 16, 2004, announcing that Mr. Williamson would be joining the Company’s Board of Directors is included as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (c) | Exhibits. |
The following exhibit is filed as part of this report:
| 99.1 | Press Release dated August 16, 2004 | |
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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.
| HOOKER FURNITURE CORPORATION | ||||
| Date: September 1, 2004 | By: | /s/ R. GARY ARMBRISTER | ||
| R. Gary Armbrister | ||||
| Chief Accounting Officer | ||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated August 16, 2004 |
E -1
EXHIBIT 99.1
PRESS RELEASE
For more information, contact:
Paul B. Toms, Chairman & Chief Executive Officer
276-632-2133 or
Kim D. Shaver, Director-Marketing Communications
336-454-7088
For immediate release: August 16, 2004
Former BB&T COO Joins Hooker Furniture Board
Martinsville, Va.: Henry Williamson, who retired earlier this summer as chief operating officer of BB&T Corporation, is joining the board of directors of Hooker Furniture Corporation effective September 1, 2004.
Williamson had been chief operating officer of BB&T and Branch Banking and Trust Company of North Carolina, South Carolina and Virginia since 1989.
“We are extremely pleased to have a person of Henry’s caliber to join our board,” said Paul B. Toms Jr., chairman and chief executive officer of Hooker. “With the increased responsibilities and complexity of duties for directors of public companies, his public company experience and financial expertise will greatly benefit Hooker.”
Williamson is filling a board seat vacated earlier this year by Hooker’s chairman emeritus J. Clyde Hooker, who retired. He will serve on the Audit Committee and the Compensation Committee of Hooker’s board.
“In addition to Henry’s valuable experience at BB&T, we believe his personality fits well with our board and company culture,” Toms said.
In addition to his professional experience, Williamson is a director of the Forsyth Medical Center Foundation and the North Carolina Family Policy Council and chairman of the BB&T Center for Leadership Development at East Carolina University.
He is a magna cum laude graduate of East Carolina University and a native of Evergreen, North Carolina. A resident of Winston-Salem, N.C., he and his wife Nancy have two children, Leigh Brittain Noonan and Christopher Clay.
Ranked among the nation’s top 15 furniture manufacturers based on 2003 sales, Hooker Furniture is an 80-year old producer and importer of wall and entertainment systems, home office, occasional, dining, bedroom and upholstered leather furniture with approximately 1,900 employees. The Company owns seven manufacturing facilities, a distribution center and a warehouse located in Virginia and North Carolina. Plant locations include Cherryville, Hickory, Pleasant Garden, and Maiden, N.C. and Martinsville and Roanoke, Va. The Company’s stock is listed on the Nasdaq SmallCap Market under the symbol HOFT, and closed at $26.69 on August 13, 2004. Please visit us on the World Wide Web at www.hookerfurniture.com and www.bradington-young.com.