Shelby Williams Industries Inc – ‘S-8’ on 5/31/95

As of:  Wednesday, 5/31/95   ·   Effective:  6/19/95   ·   Accession #:  916966-95-4   ·   File #:  33-59705

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            5     26K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5        Opinion of Counsel                                     1      7K 
 3: EX-23       Consent of Accountants                                 1      6K 
 4: EX-24       Power of Attorney                                      2     10K 

S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

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                    Registration No. 33-
_________________________________________________________________               
_________________________________________________________________               

SECURITIES AND EXCHANGE COMMISSION                
Washington, D.C. 20549                

_______________               

FORM S-8                

REGISTRATION STATEMENT UNDER                
THE SECURITIES ACT OF 1933                

_______________               

SHELBY WILLIAMS INDUSTRIES, INC.                  
(Exact name of registrant as specified in its charter)                

Delaware                              62-0974443          
(State or other jurisdiction               (I.R.S. Employer                 
of incorporation or organization)           Identification No.)                 

1348 Merchandise Mart, Chicago, Illinois                  60654                 
(Address of Principal Executive Offices)               (Zip Code)               

SHELBY WILLIAMS INDUSTRIES, INC.                
1995 DIRECTORS' STOCK OPTION PLAN               

(Full title of the plan)                

MANFRED STEINFELD, Chairman of the Board          
Shelby Williams Industries, Inc.                  
1348 Merchandise Mart                             
Chicago, Illinois 60654                           
(Name and address of agent for service)               

Telephone number, including area code, of agent               
for service:  (312) 527-3593                

Copy to:                

Walter Roth               
D'Ancona & Pflaum               
30 North LaSalle Street               
Chicago, Illinois 60602               
Telephone:  (312) 580-2020                

[Facing Page continued on next page]                

Page 1 of 11 Pages                
Exhibit Index on Page 7               

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CALCULATION OF REGISTRATION FEE               

                                                                [Download Table]


Title of       Amount    Proposed       Proposed       Amount of 
Securities     to be     Maximum        Maximum        Regis-    
to be          Regis-    Offering       Aggregate      tration   
Registered     tered     Price per      Offering       Fee       
                         Share          Price                    

                                                                 
Common Stock   44,000    $10.0625 (2)   $442,750 (2)   $152.68   
($.05 par      shares                                            
value)                                                           

Common Stock   16,000    $7.938(3)      $127,008(3)    $43.80    
($.05 par      shares                                            
value)                                                           

                         Total Registration Fee   $196.48        

_________________________________________________________________

_________________________________________________________________
     (1)  The number of shares set forth is the maximum number of
          shares which could be purchased upon exercise of all   
          stock options now outstanding and all such options     
          which may hereafter be granted under the provisions of 
          the Shelby Williams Industries, Inc. 1995 Directors'   
          Stock Option Plan.                                     

     (2)  Estimated solely for the purpose of calculating the    
          registration fee based upon the average of the high and
          low sale prices of the registrant's Common Stock on May
          25, 1995.                                              

     (3)  Based on exercise prices of outstanding directors'     
          stock options.                                         

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                             PART II                             

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT        

Item 3.  Incorporation of Documents by Reference.                

     The documents listed in (a) through (c) below are incorpo-  
rated by reference in this registration statement; and all       
documents subsequently filed by the registrant pursuant to       
Sections 13(a), 13(c), 14 and 15(d) of the Securities 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 a part thereof from the date of filing of    
such documents:                                                  

     (a)  The registrant's annual report on Form 10-K for the    
          fiscal year ended December 31, 1994.                   

     (b)  The registrant's quarterly report on Form 10-Q for the 
          quarter ended March 31, 1995.                          

     (c)  The description of the registrant's Common Stock con-  
          tained in the registration statement on Form 8-A filed 
          with the Securities and Exchange Commission under the  
          Securities Exchange Act of 1934 on April 3, 1987, File 
          No. 1-9457, together with any amendment or report filed
          for the purpose of updating such description.          

Item 4.  Description of Securities.                              

     Not applicable.                                             

Item 5.  Interests of Named Experts and Counsel.                 

     Not applicable.                                             

Item 6.  Indemnification of Directors and Officers.              

     Section 145 of the Delaware General Corporation Law autho-  
rizes a corporation, under certain circumstances, to indemnify   
its directors and officers (including reimbursement for expenses 
incurred).  The registrant's certificate of incorporation and by-
laws provide for such indemnification to the extent permitted by 
the provisions of the Delaware Law.  Such indemnification may    
extend to certain liabilities under the Securities Act of 1933,  
as amended (the "Act").  The registrant also maintains insurance 
protection for its directors and officers against certain liabil-
ities arising out of the performance of their duties in such     
capacities, which may include certain liabilities under the Act. 

Item 7.  Exemption from Registration Claimed.                    

     Not applicable.                                             

Item 8.  Exhibits.                                               

     See Exhibit Index immediately preceding exhibits.           

Item 9.  Undertakings.                                           

     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 regis-  
          tration statement:                                     

          (i)       To include any prospectus required by Section
                    10(a)(3) of the Securities Act of 1933;      

          (ii)      To reflect in the prospectus any facts or    
                    events arising after the effective date of   
                    the registration statement (or the most re-  
                    cent post-effective amendment thereof) which,
                    individually or in the aggregate, represents 
                    a fundamental change in the information set  
                    forth in the registration statement;         

          (iii)     To include any material information with     
                    respect to the plan of distribution not pre- 
                    viously disclosed in the registration state- 
                    ment or any material change to such informa- 
                    tion in the registration statement;          

          Provided, however, that paragraphs (1)(i) and 1(ii) do 
     not apply if the registration statement is on Form S-3 or   
     Form S-8 and the information required to be included in a   
     post-effective amendment by those paragraphs is contained in
     periodic reports filed by the registrant pursuant to Section
     13 or Section 15(d) of the Securities Exchange Act of 1934  
     that are incorporated by reference in the registration      
     statement.                                                  

     (2)  That, for the purpose of determining any liability     
          under the Securities Act of 1933, each such post-effec-
          tive 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-effec-  
          tive amendment any of the securities being registered  
          which remain unsold at the termination of the offering.

     The undersigned registrant hereby undertakes that, for the  
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 that time shall be deemed to be the initial   
bona fide offering thereof.                                      

     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 forego-
ing 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 jurisdic-
tion 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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                           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 Chicago, State of Illinois, on this 31st day of May, 
1995.                                                            

                              SHELBY WILLIAMS INDUSTRIES, INC.   

                              By: /s/ Manfred Steinfeld          
                                 Manfred Steinfeld               
                                 Chairman of the Board           

     Pursuant to the requirements of the Securities Act of 1933, 
this registration statement has been signed by the following     
persons in the capacities and on the date indicated.             

     Name                     Title                    Date      

/s/ Manfred Steinfeld    Chairman of the Board    )              
Manfred Steinfeld        and Director             )              
                                                  )              
PAUL N. STEINFELD*       Vice-Chairman of the     )              
Paul N. Steinfeld        Board and Director       )              
                         (Principal Executive     )              
                         Officer)                 )              
                                                  )              
ROBERT P. COULTER*       President and            )    May 31,   
Robert P. Coulter        Director                 )    1995      
                                                  )              
SAM FERRELL*             Vice-President Finance,  )              
Sam Ferrell              Treasurer and Assistant  )              
                         Secretary (Principal     )              
                         Financial and            )              
                         Accounting Officer)      )              
                                                  )              
ROBERT L. HAAG*          Director                 )              
Robert L. Haag                                    )              
                                                  )              
WILLIAM B. KAPLAN*       Director                 )              
William B. Kaplan                                 )              
                                                  )              
HERBERT L. ROTH          Director                 )              
Herbert L. Roth                                   )              
                                                  )              
TRISHA WILSON*           Director                 )              
Trisha Wilson                                     )              

*By /s/ Manfred Steinfeld                                        
    Manfred Steinfeld, Attorney-in-fact                          

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                          EXHIBIT INDEX                          

Exhibit No.              Description                        Page 

     4.1       Registrant's Certificate of Incorporation         
               and all amendments thereto, filed as              
               Exhibit 3.1 to registrant's Form 10-K for         
               1987 and hereby incorporated by reference.        

     4.2       By-Laws of the registrant, as amended,            
               filed as Exhibit 3.2 to registrant's              
               Form 10-K for 1991 and hereby incorporated        
               by reference.                                     

     5.1       Opinion of D'Ancona & Pflaum.                  8  

    23.1       Consent of accountants.                        9  

    24.1       Power of Attorney.                            10  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Effective on:		6/19/95
Filed on:		5/31/95
		5/25/95		2
		3/31/95		3					10-Q
		12/31/94		3
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