0001398344-14-006639.txt : 20141230 0001398344-14-006639.hdr.sgml : 20141230 20141230160438 ACCESSION NUMBER: 0001398344-14-006639 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141230 DATE AS OF CHANGE: 20141230 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STANLEY FURNITURE CO INC. CENTRAL INDEX KEY: 0000797465 STANDARD INDUSTRIAL CLASSIFICATION: WOOD HOUSEHOLD FURNITURE, (NO UPHOLSTERED) [2511] IRS NUMBER: 541272589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37720 FILM NUMBER: 141316144 BUSINESS ADDRESS: STREET 1: 200 NORTH HAMILTON STREET STREET 2: NO. 200 CITY: HIGH POINT STATE: NC ZIP: 27260 BUSINESS PHONE: 3368847700 MAIL ADDRESS: STREET 1: 200 NORTH HAMILTON STREET STREET 2: NO. 200 CITY: HIGH POINT STATE: NC ZIP: 27260 FORMER COMPANY: FORMER CONFORMED NAME: STANLEY FURNITURE CO INC/ DATE OF NAME CHANGE: 19930908 FORMER COMPANY: FORMER CONFORMED NAME: STANLEY FURNITURE CO INC DATE OF NAME CHANGE: 19930908 FORMER COMPANY: FORMER CONFORMED NAME: STANLEY INTERIORS CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hale Partnership Capital Management, LLC CENTRAL INDEX KEY: 0001602824 IRS NUMBER: 272999628 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3335 PARK SOUTH STATION BLVD CITY: CHARLOTTE STATE: NC ZIP: 28210 BUSINESS PHONE: 704-970-2012 MAIL ADDRESS: STREET 1: 3335 PARK SOUTH STATION BLVD CITY: CHARLOTTE STATE: NC ZIP: 28210 SC 13D/A 1 fp0012688_sc13da.htm fp0012688_sc13da.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

SCHEDULE 13D/A
(Rule 13d-101)
(Amendment No. 1)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 
Stanley Furniture Company, Inc.
(Name of Issuer)
 
Common Stock, Par Value $0.02 Per Share
(Title of Class of Securities)
 
854305208
(CUSIP Number)
 
Steven A. Hale II
Manager
Hale Partnership Capital Management, LLC
5960 Fairview Road, Suite 432
Charlotte, NC 28210
(704) 970-2012
Justyn R. Putnam
Managing Member
TALANTA Investment
Group, LLC
401 N. Tryon Street, 10th Floor
Charlotte, NC 28202
(704) 904-1450
with a copy to
Paul J. Foley
Kilpatrick Townsend
& Stockton LLP
1114 Avenue of the Americas
New York, NY, 10036-7703
(212) 775-8712
 
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
 
December 23, 2014
(Date of Event Which Requires Filing of This Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box[   ]
 
(Continued on following pages)
 
 
 
 
 
CUSIP NO.                      854305208
13D/A
Page 2
 
1
NAMES OF REPORTING PERSONS
 
HALE PARTNERSHIP CAPITAL MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0 Shares of Common Stock
8
SHARED VOTING POWER
 
579,266 Shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
0 Shares of Common Stock
10
SHARED DISPOSITIVE POWER
 
579,266 Shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
579,266 Shares of Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.9% of the outstanding Common Stock (based on 14,780,322 Shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on October 14, 2014)
14
TYPE OF REPORTING PERSON
 
OO, IA
 
 
 
 
 
CUSIP NO.                      854305208
13D/A
Page 3
 
1
NAMES OF REPORTING PERSONS
 
HALE PARTNERSHIP CAPITAL ADVISORS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0 Shares of Common Stock
8
SHARED VOTING POWER
 
579,266 Shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
0 Shares of Common Stock
10
SHARED DISPOSITIVE POWER
 
579,266 Shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
579,266 Shares of Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.9% of the outstanding Common Stock (based on 14,780,322 Shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on October 14, 2014)
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
 
 
CUSIP NO.                      854305208
13D/A
Page 4
 
1
NAMES OF REPORTING PERSONS
 
HALE PARTNERSHIP FUND, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF DELAWARE, UNITED STATES OF AMERICA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0 Shares of Common Stock
8
SHARED VOTING POWER
 
527,650 Shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
0 Shares of Common Stock
10
SHARED DISPOSITIVE POWER
 
527,650 Shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
527,650 Shares of Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.6% of the outstanding Common Stock (based on 14,780,322 Shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on October 14, 2014)
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 
CUSIP NO.                      854305208
13D/A
Page 5
 
1
NAMES OF REPORTING PERSONS
 
MGEN II – HALE FUND, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF DELAWARE, UNITED STATES OF AMERICA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0 Shares of Common Stock
8
SHARED VOTING POWER
 
51,616 Shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
0 Shares of Common Stock
10
SHARED DISPOSITIVE POWER
 
51,616 Shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
51,616 Shares of Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.3% of the outstanding Common Stock (based on 14,780,322 Shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on October 14, 2014)
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 
CUSIP NO.                      854305208
13D/A
Page 6
 
1
NAMES OF REPORTING PERSONS
 
STEVEN A. HALE II
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES OF AMERICA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0 Shares of Common Stock
8
SHARED VOTING POWER
 
579,266 Shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
0 Shares of Common Stock
10
SHARED DISPOSITIVE POWER
 
579,266 Shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
579,266 Shares of Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.9% of the outstanding Common Stock (based on 14,780,322 Shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on October 14, 2014)
14
TYPE OF REPORTING PERSON
 
IN
 
 
 
 
 
CUSIP NO.                      854305208
13D
Page 7
 
1
NAMES OF REPORTING PERSONS
 
TALANTA INVESTMENT GROUP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF DELAWARE, UNITED STATES OF AMERICA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0 Shares of Common Stock
8
SHARED VOTING POWER
 
234,986 Shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
0 Shares of Common Stock
10
SHARED DISPOSITIVE POWER
 
234,986 Shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
234,986 Shares of Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.6% of the outstanding Common Stock (based on 14,780,322 Shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on October 14, 2014)
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
 
 
CUSIP NO.                      854305208
13D
Page 8
 
1
NAMES OF REPORTING PERSONS
 
TALANTA FUND, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF DELAWARE, UNITED STATES OF AMERICA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0 Shares of Common Stock
8
SHARED VOTING POWER
 
234,986 Shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
0 Shares of Common Stock
10
SHARED DISPOSITIVE POWER
 
234,986 Shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
234,986 Shares of Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.6% of the outstanding Common Stock (based on 14,780,322 Shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on October 14, 2014)
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 
CUSIP NO.                      854305208
13D
Page 9
 
1
NAMES OF REPORTING PERSONS
 
JUSTYN R. PUTNAM
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF DELAWARE, UNITED STATES OF AMERICA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0 Shares of Common Stock
8
SHARED VOTING POWER
 
234,986 Shares of Common Stock
9
SOLE DISPOSITIVE POWER
 
0 Shares of Common Stock
10
SHARED DISPOSITIVE POWER
 
234,986 Shares of Common Stock
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
234,986 Shares of Common Stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.6% of the outstanding Common Stock (based on 14,780,322 Shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on October 14, 2014)
14
TYPE OF REPORTING PERSON
 
IN
 
 
 
 
 
AMENDMENT NO. 1 TO SCHEDULE 13D

Reference is hereby made to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on December 22, 2014, by the Reporting Persons with respect to the shares of Common Stock, $0.02 par value (“Shares”), issued by Stanley Furniture Company, Inc. (the “Issuer”).

The following items of the Schedule 13D are hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 3.
Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended by replacing it in its entirety with the following:

All purchases of the Common Stock of the Issuer have been made by or on behalf of the Funds using the investment capital of the Funds.  The aggregate purchase price of the 814,252 shares of Common Stock acquired was approximately $2,141,704.45 (excluding brokerage commissions and transaction costs).

Item 5.
Interest in Securities of the Issuer

Item 5(a) –(b) of the Schedule 13D is hereby amended by replacing it in its entirety with the following:

(a) - (b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference.

The reported shares are beneficially owned by the Funds, with Hale Fund I owning 527,650 shares of Common Stock, Hale Fund II owning 51,616 shares of Common Stock, and TALANTA Fund owning 234,986 shares of Common Stock.

Hale Adviser, as the investment manager of the Hale Funds, Hale GP, as the general partner of the Hale Funds, and Mr. Hale, as the sole manager of Hale Adviser and Hale GP, may be deemed to have the power to direct the voting and disposition of shares of Common Stock beneficially owned by the Hale Funds, and consequently Hale Adviser, Hale GP and Mr. Hale may be deemed to possess indirect beneficial ownership of such shares.  Hale Adviser, Hale GP and Mr. Hale disclaim beneficial ownership of such shares for all other purposes.

TALANTA GP, as general partner of the TALANTA Fund, and Mr. Putnam, as managing member of TALANTA GP, may be deemed to have the power to direct the voting and disposition of shares of Common Stock beneficially owned by the TALANTA Fund, and consequently TALANTA GP and Mr. Putnam may be deemed to possess indirect beneficial ownership of such shares.  TALANTA GP and Mr. Putnam disclaim beneficial ownership of such shares for all other purposes.

Item 5(c) of the Schedule 13D is hereby amended with the addition of the following:
 
(c) The following table sets forth all transactions with respect to the Shares effected since the Reporting Persons filed the Schedule 13D with the SEC on December 22, 2014.  All transactions (i) reported on Schedule A of the initial filing of the Schedule 13D and (ii) set forth in the table below have been purchases of Shares.
 
 
 
 
 
Beneficial Ownership
Transaction Date
Quantity of Shares Purchased
Price per Share
(excluding commission)
How Effected
Hale Partnership Fund LP
12/23/2014
13,942
$2.74
Open Market
Hale Partnership Fund LP
12/23/2014
4,554
$2.70
Open Market
MGEN II – Hale Fund, L.P.
12/23/2014
1,365
$2.74
Open Market
MGEN II – Hale Fund, L.P.
12/23/2014
446
$2.70
Open Market
 
 
 
 
 
Signature
 
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.
 
 
Date: December 30, 2014
  
         
 
HALE PARTNERSHIP CAPITAL MANAGEMENT, LLC
  
         
 
By:
 /s/ Steven A. Hale II  
 
Name:
Steven A. Hale II
  
 
Title:
Manager
  
         
 
HALE PARTNERSHIP CAPITAL ADVISORS, LLC
  
         
 
By:
 /s/ Steven A. Hale II  
 
Name:
Steven A. Hale II
  
 
Title:
Manager
  
         
 
HALE PARTNERSHIP FUND, LP
  
         
 
By:
Hale Partnership Capital Advisors, LLC, its General Partner
         
   
By:
 /s/ Steven A. Hale II  
   
Name:
Steven A. Hale II
  
   
Title:
Manager
  
         
 
MGEN II – HALE FUND, LP
  
         
 
By:
Hale Partnership Capital Advisors, LLC, its General Partner
         
   
By:
 /s/ Steven A. Hale II  
   
Name:
Steven A. Hale II
  
   
Title:
Manager
  
         
  /s/ Steven A. Hale II  
 
STEVEN A. HALE II
  
 
 
 
 
 
 
TALANTA INVESTMENT GROUP, LLC
  
         
 
By:
 /s/ Justyn R. Putnam  
 
Name:
Justyn R. Putnam
  
 
Title:
Managing Member
  
         
 
TALANTA FUND, LP
  
         
 
By:
TALANTA Investment Group, LLC, its General Partner
         
   
By:
 /s/ Justyn R. Putnam  
   
Name:
Justyn R. Putnam
  
   
Title:
Managing Member
  
         
  /s/ Justyn R. Putnam  
 
JUSTYN R. PUTNAM