Filing Details

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

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		with a copy to Ryan M. Smith, Esq. Moore & Van Allen, PLLC 100 N. Tryon Street, Suite 4700 Charlotte, NC 28202 (704) 331-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 8, 2017

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP NO. 854305208		13D/A		Page 2 of 11 Pages

 

 

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; AF
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   2,245,151Shares of Common Stock
				9		SOLE DISPOSITIVE POWER   0 Shares of Common Stock
				10		SHARED DISPOSITIVE POWER   2,245,151Shares of Common Stock
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,245,151Shares 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)   15.0% of the outstanding Common Stock
14		TYPE OF REPORTING PERSON   OO; IA

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CUSIP NO. 854305208		13D/A		Page 3 of 11 Pages

 

 

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; AF
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   2,245,151Shares of Common Stock
				9		SOLE DISPOSITIVE POWER   0 Shares of Common Stock
				10		SHARED DISPOSITIVE POWER   2,245,151Shares of Common Stock
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,245,151Shares 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)   15.0% of the outstanding Common Stock
14		TYPE OF REPORTING PERSON   OO

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CUSIP NO. 854305208		13D/A		Page 4 of 11 Pages

 

 

1		NAMES OF REPORTING PERSONS   HALE PARTNERSHIP FUND, L.P.
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   1,981,996 Shares of Common Stock
				9		SOLE DISPOSITIVE POWER   0 Shares of Common Stock
				10		SHARED DISPOSITIVE POWER   1,981,996 Shares of Common Stock
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,981,996 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)   13.3% of the outstanding Common Stock
14		TYPE OF REPORTING PERSON   PN

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CUSIP NO. 854305208		13D/A		Page 5 of 11 Pages

 

 

1		NAMES OF REPORTING PERSONS   MGEN II – HALE FUND, L.P.
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   82,055 Shares of Common Stock
				9		SOLE DISPOSITIVE POWER   0 Shares of Common Stock
				10		SHARED DISPOSITIVE POWER   82,055 Shares of Common Stock
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   82,055 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)   0.5% of the outstanding Common Stock
14		TYPE OF REPORTING PERSON   PN

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CUSIP NO. 854305208		13D/A		Page 6 of 11 Pages

 

 

1		NAMES OF REPORTING PERSONS   CLARK HALE FUND, L.P.
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   181,100 Shares of Common Stock
				9		SOLE DISPOSITIVE POWER   0 Shares of Common Stock
				10		SHARED DISPOSITIVE POWER   181,100 Shares of Common Stock
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   181,100 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)   1.2% of the outstanding Common Stock
14		TYPE OF REPORTING PERSON   PN

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CUSIP NO. 854305208		13D/A		Page 7 of 11 Pages

 

 

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; AF
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   2,245,151Shares of Common Stock
				9		SOLE DISPOSITIVE POWER   0 Shares of Common Stock
				10		SHARED DISPOSITIVE POWER   2,245,151Shares of Common Stock
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,245,151Shares 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)   15.0% of the outstanding Common Stock
14		TYPE OF REPORTING PERSON   IN

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CUSIP NO. 854305208		13D/A		Page 8 of 11 Pages

 

This Amendment No. 1 (this Amendment No. 1) amends and supplements the Schedule 13D originally filed by the Reporting Persons (as defined below) with the Securities and Exchange Commission (the SEC) on February 9, 2017 (the Schedule 13D and, as amended by this Amendment No. 1, this Statement). Except as amended and supplemented by this Amendment No. 1, the Schedule 13D remains unchanged. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings set forth in the Schedule 13D.

 

ITEM 1.

SECURITY AND ISSUER.

This Statement relates to the common stock, par value $0.02 per share (the Common Stock), of Stanley Furniture Company, Inc., a Delaware corporation (the Company). The Companys principal executive offices are located at 200 North Hamilton Street, No. 200, High Point, North Carolina, 27260.

 

ITEM 2.

IDENTITY AND BACKGROUND.

(a) This Statement is filed by the following persons (the Reporting Persons):

 

Reporting Person		State of Organization
Hale Partnership Capital Management, LLC (Hale Adviser)		North Carolina
Hale Partnership Capital Advisors, LLC (Hale GP)		North Carolina
Hale Partnership Fund, L.P. (Hale Fund I)		Delaware
MGEN II Hale Fund, L.P. (Hale Fund II)		Delaware
Clark Hale Fund, L.P. (Hale Fund III and, together with Hale Fund I and Hale II, the Hale Funds)		Delaware
Steven A. Hale II (Mr. Hale)		n/a

(b) The principal business and principal office address for each of the Reporting Persons is 6100 Fairview Road, Suite 620, Charlotte, NC 28210.

(c) The principal business or occupation of each Reporting Person is as follows:

 

Reporting Person		Principal Business or Occupation
Hale Adviser		Investment manager of the Hale Funds
Hale GP		General partner of the Hale Funds
Hale Fund I		Investment Fund
Hale Fund II		Investment Fund
Hale Fund III		Investment Fund
Mr. Hale		Manager of Hale Adviser and Hale GP

(d) During the last five years, none of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons have been a party to any civil proceeding of any judicial or administrative body of competent jurisdiction, as a result of which they were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Hale is a United States citizen.

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CUSIP NO. 854305208		13D/A		Page 9 of 11 Pages

 

 

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

All purchases of the Common Stock have been made by or on behalf of the Hale Funds using the investment capital of the Hale Funds. The aggregate purchase price of the Common Stock acquired was approximately $4,551,617 (excluding brokerage commissions and transaction costs).

 

ITEM 4.

PURPOSE OF TRANSACTION.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following after the last paragraph:

On December 8, 2017, Hale Fund I entered into a share purchase agreement with TALANTA Fund, L.P., (the Selling Stockholder), TALANTA Investment Group, LLC, general partner of the Selling Stockholder (the TALANTA GP), Justyn R. Putnam, investment manager and managing member of the TALANTA GP (Putnam and, collectively with the Selling Stockholder and the TALANTA GP, the Putnam Parties) and, solely with respect to Article 4 thereof, the Company (the Share Purchase Agreement), pursuant to which Hale Fund I purchased from the Selling Stockholder on December 11, 2017 (the Closing) 740,896 shares of Common Stock at a purchase price of $0.98 per share, for an aggregate purchase price of $726,078.08. Pursuant to the Share Purchase Agreement, (i) Putnam resigned from the Companys Board of Directors (the Board), effective as of Closing, and (ii) each of the Putnam Parties acknowledged that, as of Closing, by virtue of the transactions contemplated by the Share Purchase Agreement, each such party ceased to have any rights under the 2016 Agreement (as amended), including but not limited to the right to recommend a substitute director for consideration and appointment by the Board pursuant to Section 1(f) of the 2016 Agreement.

The Share Purchase Agreement contains various other terms and provisions, including a representation by the Company that a majority of the disinterested members of the Board approved the transactions contemplated by the Share Purchase Agreement in accordance with Section 203 of the Delaware General Corporation Law.

The foregoing description of the Share Purchase Agreement is qualified in its entirety by reference to the full text of such agreement and all exhibits thereto, which is filed as Exhibit 99.1 to this Amendment No. 1 and incorporated herein by reference.

 

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

(a)-(b)    The Reporting Persons beneficially own in the aggregate 2,245,151 shares of Common Stock, which represents approximately 15.0% of the Companys outstanding shares of Common Stock. Each percentage ownership of shares of Common Stock set forth in this Statement is based on 15,083,331 shares of Common Stock reported by the Company as outstanding as of November 4, 2017 in its Quarterly Report on Form 10-Q filed with the SEC on November 13, 2017, less 163,214 shares of Common Stock subsequently withheld by the Company to satisfy tax withholding obligations, as reported pursuant to a Form 4 filed with the SEC on December 11, 2017 by R. Glenn Prillaman.

Each of the Hale Funds directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. 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.

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CUSIP NO. 854305208		13D/A		Page 10 of 11 Pages

 

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 shared 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.

(c) The disclosure required by this Item and included in Item 4 is incorporated by reference. Except as reported in Item 4, no transactions in the Common Stock were effected during the past sixty days by the Reporting Persons.

(d) None.

(e) Not applicable.

 

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The disclosure required by this Item and included in Item 4 is incorporated by reference.

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, which agreement is set forth on the signature page to this Statement.

 

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.

 

Exhibit No.		Description		Incorporated By Reference To
99.1		Share Purchase Agreement, dated December 8, 2017, between Hale Partnership Fund, L.P., TALANTA Fund, L.P., TALANTA Investment Group, LLC, Justyn R. Putnam and Stanley Furniture Company, Inc.		Exhibit 10.4 to the Companys Current Report on Form 8-K filed on December 8, 2017 (File No. 001-34964).

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CUSIP NO. 854305208		13D/A		Page 11 of 11 Pages

 

SIGNATURES

After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.