Form SC 13D/A STANLEY FURNITURE CO Filed by: Hale Partnership Capital Management, LLC
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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 undersigneds 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
|
� |
Create E-mail Alert Related Categories
SEC FilingsRelated Entities
13DSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!