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): January 2, 2003
HOOKER FURNITURE CORPORATION
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of
incorporation or organization)
| 000-25349 |
54-0251350 | |
| (Commission File
No.) |
(I.R.S. Employer Identification No.) |
| 440 East Commonwealth Boulevard, Martinsville, Virginia |
24112 | |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (276) 632-0459
ITEM 5. OTHER EVENTS
On January 2, 2003, Hooker Furniture Corporation, a Virginia corporation (the “Company”), acquired
substantially all of the assets of Cherryville, N.C.-based upholstery producer Bradington-Young, LLC for $24.5 million in cash less assumed debt, subject to a post-closing net working capital adjustment. The Company financed the entire purchase
price with additional bank debt.
The Company will operate the Bradington-Young business as a
separate division. With fiscal 2002 sales of just under $50 million, Bradington-Young specializes in upscale leather reclining chairs, executive desk chairs, and motion and stationary upholstery in the upper-medium to high-end price niches. The
acquisition creates a company offering case goods, occasional and upholstered furniture for the entire home including the bedroom, dining room, family room, home office and home theater with combined annual net sales of just under $300 million based
on fiscal 2002 sales.
A copy of the Company’s press release making the announcement is
included as Exhibit 99.1 hereto and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS
AND EXHIBITS
(c) Exhibits.
The following exhibits are filed as a part of this report:
| 2.1 |
Asset Purchase Agreement dated as of December 27, 2002 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with
the SEC on December 27, 2002 (SEC File No. 000-25349)) | |
| 99.1 |
Press Release dated January 3, 2003 |
2
Signature
Pursuant to the requirements of the Securities and 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 | ||
| By: |
/s/ R. Gary Armbrister | |
| R. Gary Armbrister Chief Accounting Officer | ||
Date: January 14, 2003
3
EXHIBIT INDEX
| Exhibit |
Description | |
| 2.1 |
Asset Purchase Agreement dated as of December 27, 2002 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with
the SEC on December 27, 2002 (SEC File No. 000-25349)) | |
| 99.1 |
Press Release dated January 3, 2003 |
EXHIBIT 99.1
PRESS RELEASE
For more information, contact:
E. Larry Ryder,
Executive Vice President
& Chief Financial Officer
Phone: (276) 632-2133, or
Kim D. Shaver,
Director of Marketing Communications
Phone: (336) 454-7088 or (336) 880-1230
For immediate release: January 3, 2003
Hooker
Furniture Closes Acquisition of Seating Company Bradington-Young
Martinsville, VA: Major case goods producer and importer Hooker
Furniture Co. (Nasdaq-SCM:HOFT) announced today that it has completed its diversification into upholstered furniture, closing its acquisition of Cherryville, N.C.-based seating specialist Bradington-Young.
With fiscal 2002 sales of just under $50 million, Bradington-Young specializes in upscale leather reclining chairs, executive desk chairs and motion and
stationary upholstery in the upper-medium to high-end price niches. The acquisition creates a company offering case goods, occasional and upholstered furniture for the entire home including the bedroom, dining room, family room, home office and home
theater with combined annual net sales of just under $300 million based on fiscal 2002 sales.
Ranked among the nation’s top 20
furniture manufacturers in sales, Hooker Furniture is a 78-year-old producer and importer of wall and entertainment systems, home office, occasional, dining, and bedroom furniture. The Company has ten manufacturing facilities, a distribution center,
and a warehouse located in Virginia and North Carolina. Plant locations include Pleasant Garden, Kernersville, Maiden, Cherryville, Hickory and Woodleaf NC and Martinsville and Roanoke, VA. The Company’s stock is listed on the Nasdaq SmallCap
Market. The stock closed at $18.20 per share on January 2. Please visit us on the World Wide Web at http://www.hookerfurniture.com/
Certain statements made in this report are not based on historical facts, but are forward-looking statements. These statements can be identified by the use of forward-looking terminology such as “believes,”
“expects,” “may,” “will,” “should,” “would,” or “anticipates,” or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy. These
statements reflect the Company’s reasonable judgment with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Those risks and
uncertainties include but are not limited to the ability of the Company to successfully integrate Bradington-Young’s business operations, the cyclical nature of the furniture industry, domestic and international competition in the furniture
industry, general economic or business conditions, both domestically and internationally,
fluctuations in the price of key raw materials including lumber, which is the most significant raw material used by the Company, supply
disruptions or delays affecting imported products, adverse political acts or developments in the international markets from which the Company imports products, fluctuations in foreign currency exchange rates affecting the price of the Company’s
imported products, and capital costs.