Maryland
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1-14445
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58-0281900
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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780 Johnson Ferry Road, Suite 800,
Atlanta, Georgia 30342
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(Address of principal executive offices) ( Zip Code)
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Registrant’s telephone number, including area code: (404) 443-2900
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Large accelerated filer ☐
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Accelerated filer ☒
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Non-accelerated filer ☐
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Smaller reporting company ☐
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Emerging growth company ☐
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(a)
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our Annual Report on Form 10-K for the year ended December 31, 2023 filed on March 7, 2024;
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(b)
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the description of the Company’s $1.00 par value per share common stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2023 filed on
March 7, 2024, and any amendment or report filed for the purpose of updating such description.
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(i)
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to the extent that it is proved that the person actually received an improper benefit or profit in money, property, or services for the amount
of the benefit or profit in money, property, or services actually received or
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Exhibit Number
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Description of Exhibit (Commission File No. 1-14445)
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Articles of Amendment and Restatement of the Charter of Haverty Furniture Companies, Inc. effective May 2006 (incorporated by reference to Exhibit 3.1 to our 2006 Second Quarter Form
10-Q).
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By-Laws of Haverty Furniture Companies, Inc., as amended and restated effective February 24, 2023 (incorporated by reference to Exhibit 3.2 to our 2023 Form 10‑K).
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Opinion of Janet E. Taylor as to the legality of securities.
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Haverty Furniture Companies, Inc. Non-Employee Director Compensation Plan (incorporated herein by reference to Exhibit 10.5 to our 2024 Form 10-K).
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Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.
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Consent of Janet E. Taylor (contained in Exhibit 5.1).
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*24
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Powers of Attorney (set forth on the signature page contained in Part II of this Registration Statement).
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Filing Fee Table.
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(a)
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The undersigned Company hereby undertakes:
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(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
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(iii) |
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;
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(b)
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
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HAVERTY FURNITURE COMPANIES, INC.
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By:
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/s/ CLARENCE H. SMITH
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Clarence H. Smith
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Chairman of the Board and
Chief Executive Officer
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/s/ CLARENCE H. SMITH
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/s/ RICHARD B. HARE
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Clarence H. Smith
Chairman of the Board and
Chief Executive Officer
(principal executive officer)
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Richard B. Hare
Executive Vice President and
Chief Financial Officer
(principal financial and accounting officer)
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/s/ MICHAEL R. COTE
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/s/ MYLLE H. MANGUM
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Michael R. Cote
Director
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Mylle H. Mangum
Director
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/s/ L. ALLISON DUKES
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/s/ VICKI R. PALMER
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L. Allison Dukes
Director
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Vicki R. Palmer
Director
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/s/ RAWSON HAVERTY, JR.
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/s/ DEREK G. SCHILLER
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Rawson Haverty, Jr.
Director
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Derek G. Schiller
Director
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/s/ G. THOMAS HOUGH
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/s/ AL TRUJILLO
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G. Thomas Hough
Director (Lead Director)
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Al Trujillo
Director
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a. The Shares are duly authorized; and
b. When issued pursuant to the Plan, the Shares will be validly issued, fully paid and nonassessable.
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Security Type
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Security Class Title
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Fee Calculation Rule
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Amount Registered (1)
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Proposed Maximum Offering Price (2)
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Maximum Offering Price Per Unit
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Fee Rate
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Amount of Registration Fee
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Equity
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Common Stock
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Rule 457(c) and Rule 457(h)
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500,000(3) shares
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$
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34.35
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$
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17,175,000
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.00014760
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$
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2,535.03
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Total Offering Amount
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$
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17,175,000
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$
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2,535.03
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Total Fee Offset (4)
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—
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Net Fee Due
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$
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2,535.03
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(1)
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In accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration
Statement also covers such indeterminate number of additional securities as may become issuable under the Registrant’s Non-Employee Director Compensation Plan as the result of any future stock splits, stock dividends or similar adjustments of
the Common Stock.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities
Act. The maximum price per share and the maximum aggregate offering price are based on the average of the $34.69 (high) and $34.00 (low) sales price of the Common Stock as reported on the New York Stock Exchange on March 5, 2024.
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(3)
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Represents shares reserved for issuance pursuant to future awards under the Registrant’s Non-Employee Director Compensation
Plan.
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(4)
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The Registrant does not have any fee offsets.
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