-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, GCc0oDfJfHcxQQNc3v09UxkHaSIPIJiZVYOpq9If2Cfun9QSEjqCelM4RrLMtVaH yyvwpl3G/oiE2FKWXaTbzg== 0000950144-94-001035.txt : 19940513 0000950144-94-001035.hdr.sgml : 19940513 ACCESSION NUMBER: 0000950144-94-001035 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940512 EFFECTIVENESS DATE: 19940531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAVERTY FURNITURE COMPANIES INC CENTRAL INDEX KEY: 0000216085 STANDARD INDUSTRIAL CLASSIFICATION: 5712 IRS NUMBER: 580281900 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-53607 FILM NUMBER: 94527544 BUSINESS ADDRESS: STREET 1: 866 W PEACHTREE ST NW CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 4048811911 MAIL ADDRESS: STREET 1: 866 W PEACHTREE ST NW CITY: ATLANTA STATE: GA ZIP: 30308 S-8 1 1993 NON-QUALIFIED STOCK OPTION PLAN 1 As filed with the Securities and Exchange Commission on May 12, 1994 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HAVERTY FURNITURE COMPANIES, INC. ------------------------------------------------------------------------ (Exact name of issuer as specified in its charter) Maryland 58-0821900 --------------------------------- ------------------------------- (State or other jurisdiction (I.R.S. Employer Identification of incorporation or organization) Number) 866 West Peachtree Street, N.W., Atlanta, Georgia 30308 ----------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 1993 NON-QUALIFIED STOCK OPTION PLAN ------------------------------------ (Full Title of the Plan) RAWSON HAVERTY Chairman of the Board 866 West Peachtree Street, N.W. Atlanta, Georgia 30308 (404) 881-1911 ------------------------------------------- (Name, address, telephone number, including area code, of agent for service) ------------------------------ Copies Requested to: Helen T. Ferraro, Esq. Smith, Gambrell & Russell 3343 Peachtree Road, N.E. Suite 1800, East Tower Atlanta, Georgia 30326-1010 (404) 264-2620 ------------------------------ CALCULATION OF REGISTRATION FEE
======================================================================================================================= Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of to be Registered Registered Share(1) Price(1) Registration Fee ---------------- ---------- ----- ----- ---------------- Options and Shares of $1.00 par value 500,000 $13.75 $6,875,000 $2,371 Common Stock Shares - -----------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) based upon the average of the high and low reported prices of the Common Stock on the Nasdaq National Market System on May 6, 1994. ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The documents listed below are hereby incorporated by reference into this Registration Statement, and all documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents: (a) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, together with those portions of the Company's 1993 Annual Report to Stockholders, including the audited financial statements contained therein, which are incorporated by reference into the Company's Form 10-K; (b) the Company's Definitive Proxy Statement, dated March 22, 1994, as filed with the Securities and Exchange Commission in connection with the Company's 1994 Annual Meeting of Stockholders; (c) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994, as filed with the Securities and Exchange Commission; and (d) the Company's Registration Statement on Form 8-A, as filed with the Securities and Exchange Commission on April 22, 1986, to register the $1.00 par value Class A Common Stock under Section 12(g) of the Securities and Exchange Act of 1934, as amended, which Registration Statement contains a description of the Common Stock and the Class A Common Stock. Item 4. Description of Securities. No response is required to this item. Item 5. Interests of Named Experts and Counsel. Alex W. Smith, a director of the Company, is a partner of the law firm of Smith, Gambrell & Russell, Atlanta, Georgia, which serves as general counsel to the Company and receives legal fees for services rendered. II-1 3 Item 6. Indemnification of Officers and Directors. The Fifteenth Article of the Articles of Incorporation of the Company provides that, to the fullest extent permitted by Maryland law, no director or corporate officer of the Company shall have any liability to the Company or its stockholders for damages. The Fifteenth Article further provides that the company shall indemnify and advance expenses to its directors and corporate officers to the fullest extent that indemnification of directors is permitted by Maryland law. Section 2-418 of the Maryland General Corporation Law provides, under certain circumstances, for the indemnification of any director made a party to any proceeding by reason of serving as a director of a corporation against judgments, penalties, fines, settlements and reasonable expenses actually incurred by the director in connection with the proceeding. The Company maintains director and officer liability insurance. Item 7. Exemption From Registration Claimed. No response to this Item is required. Item 8. Exhibits. The following exhibits are filed with this Registration Statement. Exhibit Number Description of Exhibit ------ ---------------------- 4.1 Registrant's 1993 Non-Qualified Stock Option Plan, as amended. 5.1 Opinion of Smith, Gambrell & Russell. 23.1 Consent of Ernst & Young (included at page II-4 of this Registration Statement). 23.2 Consent of Smith, Gambrell & Russell (contained in their opinion filed as Exhibit 5.1). Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; II-2 4 (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's Annual Report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 5 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 1993 Non-Qualified Stock Option Plan of Haverty Furniture Companies, Inc. of our report dated February 1, 1994 with respect to the financial statements of Haverty Furniture Companies, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1993 and the related financial statement schedules included therein, filed with the Securities and Exchange Commission. ERNST & YOUNG May 11, 1994 Atlanta, Georgia II-4 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Atlanta, State of Georgia, on this 12th day of May, 1994. HAVERTY FURNITURE COMPANIES, INC. By: /s/ Rawson Haverty -------------------------------------- Rawson Haverty Chairman of the Board Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date - ---------------------------------- ------------------------- -------------- /s/ Rawson Haverty Chairman of the Board May 12, 1994 - ---------------------------------- (Rawson Haverty) /s/ John E. Slater, Jr. President and Chief May 12, 1994 - ---------------------------------- Executive Officer, (John E. Slater, Jr.) Director (Principal Executive Officer) /s/ Dennis L. Fink Senior Vice President May 12, 1994 - ---------------------------------- and Chief Financial (Dennis L. Fink) Officer (Principal Financial Officer) /s/ Dan C. Bryant Controller (Principal May 12, 1994 - ---------------------------------- Accounting Officer) (Dan C. Bryant) /s/ Clarence H. Smith Vice President, May 12, 1994 - ---------------------------------- Regional Manager and (Clarence H. Smith) Director
II-5 7
Signature Title Date - --------------------------------- ------------------------- -------------- /s/ Rawson Haverty, Jr. Vice President and May 12, 1994 - --------------------------------- Director (Rawson Haverty, Jr.) /s/ Fred J. Bates Regional Manager and - --------------------------------- Director May 12, 1994 (Fred J. Bates) /s/ Frank S. McGaughey, Jr. Director May 12, 1994 - --------------------------------- (Frank S. McGaughey, Jr.) /s/ L. Phillip Humann Director May 12, 1994 - --------------------------------- (L. Phillip Humann) /s/ Dr. Kenneth Black, Jr. Director May 12, 1994 - --------------------------------- (Dr. Kenneth Black, Jr.) /s/ John Rhodes Haverty, M.D. Director May 12, 1994 - --------------------------------- (John Rhodes Haverty, M.D.) /s/ Clarence H. Ridley Director May 12, 1994 - --------------------------------- (Clarence H. Ridley) /s/ Alex W. Smith Director May 12, 1994 - --------------------------------- (Alex W. Smith) /s/ Lynn H. Johnston Director May 12, 1994 - --------------------------------- (Lynn H. Johnston) /s/ William A. Parker, Jr. Director May 12, 1994 - --------------------------------- (William A. Parker, Jr.) /s/ Robert R. Woodson Director May 12, 1994 - --------------------------------- (Robert R. Woodson)
II-6 8 Exhibit Index Sequential Exhibit Description Page No. - ------- ---------------------------------------------------------------------- --------- 4.1 Registrant's 1993 Non-Qualified Stock Option Plan, as amended 5.1 Opinion of Smith, Gambrell & Russell
EX-4.1 2 1993 NON-QUALIFIED STOCK OPTION PLAN 1 EXHIBIT 4.1 2 HAVERTY FURNITURE COMPANIES, INC. 1993 NON-QUALIFIED STOCK OPTION PLAN 1. PURPOSE The purpose of the Haverty Furniture Companies, Inc., 1993 Non-Qualified Stock Option Plan is to encourage and enable eligible directors, officers and key employees of Haverty Furniture Companies, Inc. (the "Company") and its subsidiaries to acquire proprietary interests in the Company through the ownership of Common Stock of the Company. The Company believes that directors, officers and key employees who participate in the Plan will have a closer identification with the Company by virtue of their ability as stockholders to participate in the Company's growth and earnings. The Plan is also designed to provide motivation for employee participants to continue their employment and for all participants to give greater effort on behalf of the Company. 2. DEFINITIONS The following words or terms shall have the following meanings: (a) "Agreement" shall mean a non-qualified stock option agreement between the Company and a director, officer or key employee pursuant to the terms of this Plan. (b) "Average Market Price" shall mean the mean between the high "bid" and low "ask" prices as of the close of business for the Company's shares of Common Stock in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc., Automated Quotation System (or other national quotation service). If the Company's Common Stock is not regularly traded in the over-the-counter market but is registered on a national securities exchange, "Average Market Price" shall mean the closing price of the Company's Common Stock on such national securities exchange. (c) "Board of Directors" shall mean the Board of Directors of the Company or the Executive Committee of such Board. (d) "Business Day" shall mean, for the purposes of this Plan, any day upon which regular trading occurs on the New York Stock Exchange. (e) "Committee" shall mean the committee appointed by the Board of Directors to administer the Plan. (f) "Class A Common Stock" shall mean the $1.00 par value common stock of the Company which is designated Class A Common Stock in the Sixth Article of the Company's Articles of Incorporation. (g) "Company" shall mean Haverty Furniture Companies, Inc., a Maryland corporation. (h) "Eligible Participant(s)" shall mean a person or persons who serve in the capacity of a director, officer or key employee of the Company or one of its subsidiaries. (i) "Non-Employee Director" shall mean a director of the Company who is not a regular salaried employee of the Company or one of its subsidiaries. 3 (j) "Optionee" shall mean an Eligible Participant having a right to purchase Common Stock under an Agreement. (k) "Option" shall mean the right or rights granted to Eligible Participants to purchase the Company's Common Stock under this Plan. (l) "Plan" shall mean this Haverty Furniture Companies, Inc., 1993 Non-Qualified Stock Option Plan. (m) "Shares," "Stock" or "Common Stock" shall mean shares of $1.00 par value common stock of the Company which is designated Common Stock in the Sixth Article of the Company's Articles of Incorporation. (n) "Subsidiary" shall mean any corporation if the Company owns or controls, directly or indirectly, more than a majority of the voting stock of such corporation. 3. EFFECTIVE DATE The Effective Date of the Plan shall be the date the Plan is adopted by the Board of Directors or the date the Plan is approved by the stockholders of the Company, whichever is earlier. The Plan must be approved by the affirmative vote of no less than a majority of all votes present and entitled to be voted on the matter at a meeting of the Company's shareholders, which shareholder vote must be taken within twelve (12) months after the date the Plan is adopted by the Board of Directors. Such shareholder vote shall not alter the Effective Date of the Plan. In the event shareholder approval of the adoption of the Plan is not obtained within the aforesaid twelve (12) month period, then any Options granted in the intervening period shall be void. 4. SHARES RESERVED FOR PLAN The shares of the Company's Common Stock to be sold to Eligible Participants under the Plan may at the election of the Board of Directors be either treasury shares or shares originally issued for such purpose. The maximum number of shares which shall be reserved and made available for sale under the Plan shall be 500,000. Any shares subject to an Option which for any reason expires or is terminated unexercised may again be subject to an Option under the Plan. In the event of a subdivision or combination of the Company's shares, the maximum number of shares that may thereafter be issued and sold under the Plan and the number of shares under option will be proportionately increased or decreased, the terms relating to the price at which shares under option will be sold will be appropriately adjusted, and such other action will be taken as in the opinion of the Board of Directors is appropriate under the circumstances. In case of a reclassification or other change in the Company's shares, the Board of Directors also will make appropriate adjustments. 5. ELIGIBILITY Options may be granted only to Eligible Participants. -2- 4 6. TERM OF THE PLAN The Plan shall remain in effect until all shares subject or which may become subject to the Plan shall have been purchased pursuant to Options granted under the Plan provided that Options under the Plan must be granted within five (5) years from the Effective Date. 7. ADMINISTRATION OF THE PLAN The Plan shall be administered by the Committee. The Committee shall be comprised of not less than three (3) members appointed by the Board of Directors of the Company from among its members. No member of such Board of Directors shall be appointed or serve as a member of the Committee, and any such appointment or service immediately and automatically shall terminate, in the event that such person is, becomes, or has been within the immediately preceding year, eligible, otherwise than as a Non-Employee Director hereunder, for the allocation of stock or the grant of any option or stock appreciation right under any other plan of the Company or its affiliates (as such term is defined in the General Rules and Regulations under the Securities Exchange Act of 1934, as amended). Within the limitations described herein, the Committee shall administer the Plan, select the Eligible Participants to whom Options will be granted, determine the number of shares to be optioned to each Eligible Participant and interpret, construe and implement the provisions of the Plan. Committee members shall be reimbursed for out-of-pocket expenses reasonably incurred in the administration of the Plan. The Committee shall select one of its members as Chairman and shall hold its meeting at such time and place, and pursuant to such rules consistent with the Plan, as it may determine. A majority of the members of the Committee shall constitute a quorum, and acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by a majority of the members of the Committee, shall be the acts of the Committee. The Committee may participate in a meeting by means of conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other. Vacancies in the membership of the Committee arising from death, resignation or other inability to serve shall be filled by the Board of Directors. 8. NON-QUALIFIED STOCK OPTIONS All Options granted under the Plan shall be evidenced by Agreements approved by the Committee and shall include such terms and conditions deemed advisable by the Committee. All Agreements shall include the following terms and conditions: (a) Price. The purchase price for shares purchased upon the exercise of an Option will be the Average Market Price on the day the Option is granted, as determined by the Committee, but in no case less than the par value of such stock. (b) Number of Shares. The Agreement shall specify the number of shares which the Optionee may purchase under such Option. (c) Exercise of Options. The shares subject to the Option may be purchased in whole or in part by the Optionee from time to time after shareholder approval of the Plan, but in no event later than five (5) years from the date of the grant of the Option. No partial exercise may be less than one hundred (100) shares of the Common Stock of the Company, or its equivalent. -3- 5 (d) Medium and Time of Payment. Stock purchased pursuant to an Agreement shall be paid for in full at the time of purchase. Payment of the purchase price shall be in cash or shares of the Class A Common Stock or Common Stock of the Company, or a combination of cash and shares of the Class A Common Stock or Common Stock of the Company. Upon receipt of payment, the Company shall, without transfer or issue tax, deliver to the Optionee (or other person entitled to exercise the Option) a certificate or certificates for such shares. (e) Rights as a Shareholder. An Optionee shall have no rights as a shareholder with respect to any shares covered by his or her Option until the date of the issuance of the stock certificate to the Optionee for such shares. Except as otherwise expressly provided in the Plan, no adjustments shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued. (f) Nonassignability of Option. No Option shall be assignable or transferable by an Optionee except by will or by the laws of descent and distribution. During the lifetime of an Optionee, the Option shall be exercisable only by him or her. (g) Effect of Termination of Employment or Death. In the event that an Optionee ceases to be an employee or director of the Company or of any subsidiary of the Company during his or her lifetime for any reason, including retirement, any Option or unexercised portion thereof which was otherwise exercisable on the date of termination of employment or directorship (the "Termination Date") shall expire unless exercised within a period of three months from the Termination Date, but in no event after the expiration of five (5) years from the date the Option was granted. In the event of the death of an Optionee during the option period, the Option shall be exercisable by his or her legal representative, heirs or legatees within a period of twelve (12) months from the date on which the Optionee died, but in no event after the expiration of five (5) years from the date the Option was granted. (h) Reorganization. In case the Company is merged or consolidated with another corporation and the Company is not the surviving corporation, or in case the property or stock of the Company is acquired by another corporation, or in case of a separation, reorganization, recapitalization or liquidation of the Company, the Board of Directors of the Company, or the Board of Directors of any corporation assuming the obligations of the Company hereunder, shall either (i) make appropriate provision for the protection of any outstanding Options by the substitution on an equitable basis of appropriate stock of the Company, or of the merged, consolidated or otherwise reorganized corporation which will be issuable in respect to the shares of Common Stock of the Company, provided only that the excess of the aggregate fair market value of the shares subject to option immediately after such substitution over the purchase price thereof is not more than the excess of the aggregate fair market value of shares subject to option immediately before such substitution over the purchase price thereof, or (ii) upon written notice to the Eligible Participant provide that the Option must be exercised within sixty (60) days of the date of such notice or it will be terminated. (i) General Restriction. Each Option shall be subject to the requirement that if at any time the Board of Directors shall determine, in its discretion, that the listing, registration or qualification of the shares subject to such Option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body is necessary or desirable as a condition of, or in connection with, the granting of such Option or the issue or purchase of shares thereunder, such Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors. -4- 6 9. NON-EMPLOYEE DIRECTOR PARTICIPATION The participation and eligibility of Non-Employee Directors of the Company shall be limited exclusively to the following: On the last Business Day of October in each year during the term of this Plan, each then Non-Employee Director of the Company shall be granted, without the necessity of action by the Committee, an Option hereunder to purchase 3,000 shares of Common Stock at the Average Market Price of such stock on the date of grant. Such options granted under this Plan shall be exercisable commencing on the date of grant or, with respect to any option granted prior to shareholder approval of the Plan, upon such shareholder approval, and thereafter until the earlier of the following: (i) the date which is the fifth anniversary of the date of grant; (ii) the date which is three calendar months following the date upon which such Non-Employee Director ceases to be a director of the Company otherwise than by reason of death; or (iii) the date which is the first anniversary of the date on which such Non-Employee Director ceases to be a director of the Company as a result of his or her death. In all other respects, options granted to Non-Employee Directors hereunder shall conform to the terms of this Plan and no Non-Employee Director shall be eligible to receive options hereunder except as provided in this Section 9. 10. AMENDMENT TO THE PLAN The Plan may at any time or from time to time be terminated, modified or amended by the affirmative vote of no less than a majority of all votes present and entitled to be voted on the matter at a meeting of the Company's shareholders. The Board of Directors may at any time and from time to time terminate, modify or amend the Plan in any respect, except that without shareholder approval the Board of Directors may not (i) increase the maximum number of shares for which Options may be granted under the Plan either in the aggregate or to any Eligible Participant (other than increases due to changes in capitalization as referred to in Section 4 hereof), or (ii) change the class of persons eligible for non-qualified stock options under Section 5 hereof, or (iii) otherwise materially modify (within the meaning of Rule 16(b)-3 of the Securities Exchange Act of 1934, as amended) the requirements as to eligibility for participation in the Plan, or (iv) otherwise materially increase (within the meaning of Rule 16(b)-3 of the Securities Exchange Act of 1934, as amended) the benefits accruing to participants under the Plan. The termination or any modification or amendment of the Plan shall not, without the consent of an Optionee, affect his or her rights under an Option previously granted to him or her. With the consent of the Optionee affected, the Committee may amend outstanding option Agreements in a manner not inconsistent with the Plan. 11. BINDING EFFECT All decisions of the Board of Directors or the Committee involving the implementation, administration or operation of the Plan or any offering under the Plan shall be binding on the Company, all Eligible Participants participating in the Plan, and all persons eligible or who become eligible to participate in the Plan. -5- EX-5.1 3 CONSENT OF SMITH, GAMBRELL & RUSSELL 1 EXHIBIT 5.1 2 May 10, 1994 Board of Directors Haverty Furniture Companies, Inc. 866 West Peachtree Street, N.W. Atlanta, Georgia 30308 RE: Haverty Furniture Companies, Inc. Registration Statement on Form S-8 500,000 Shares of $1.00 par value Common Stock 1993 Non-Qualified Stock Option Plan Gentlemen: We have acted as counsel for Haverty Furniture Companies, Inc. (the "Company") in connection with the registration of 500,000 shares of its $1.00 par value Common Stock (the "Shares") pursuant to a registration statement filed on Form S-8 (the "Registration Statement") pursuant to the Securities Act of 1933, as amended, covering the said shares. In connection therewith, we have examined the following: (1) The Articles of Incorporation of the Company, as amended, certified by the Secretary of State of the State of Maryland; (2) The By-Laws of the Company, as amended, certified as complete and correct by the Secretary of the Company; (3) The minute book of the Company, certified as correct and complete by the Secretary of the Company; (4) Certificate of Good Standing with respect to the Company, issued by the Secretary of State of the State of Maryland; and 3 Board of Directors Haverty Furniture Companies, Inc. May 10, 1994 Page Two (5) The Registration Statement, including all exhibits thereto, as filed with the Securities and Exchange Commission. Based upon such examination and upon examination of such other instruments and records as we have deemed necessary, we are of the opinion that: (A) The Company has been duly incorporated under the laws of the State of Maryland and is validly existing and in good standing under the laws of that state. (B) The Shares covered by the Registration Statement have been legally authorized and when issued in accordance with the terms described in said Registration Statement, will be validly issued, fully paid and nonassessable. We consent to the filing of this opinion as an exhibit to the aforementioned Registration Statement on Form S-8 and to the reference to this firm under the caption "Legal Matters" in the Prospectus. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or the rules and regulations of the Securities and Exchange Commission thereunder. Sincerely, SMITH, GAMBRELL & RUSSELL /s/ Helen T. Ferraro -------------------- Helen T. Ferraro HTF/dkaw -----END PRIVACY-ENHANCED MESSAGE-----