Form D HOOKER FURNITURE CORP

October 10, 2017 11:02 AM

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

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OMB Number:3235-0076
Expires:August 31, 2015
Estimated average burden
hours per response:4.00

1. Issuer's Identity

CIK (Filer ID Number)Previous Names
XNone
Entity Type
0001077688
XCorporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
HOOKER FURNITURE CORP
Jurisdiction of Incorporation/Organization
VIRGINIA
Year of Incorporation/Organization
XOver Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
HOOKER FURNITURE CORP
Street Address 1Street Address 2
440 E COMMONWEALTH BLVD
CityState/Province/CountryZIP/PostalCodePhone Number of Issuer
MARTINSVILLEVIRGINIA24112276-632-2133

3. Related Persons

Last NameFirst NameMiddle Name
Toms, Jr.PaulB.
Street Address 1Street Address 2
c/o Hooker Furniture Corp440 East Commonwealth Blvd.
CityState/Province/CountryZIP/PostalCode
MartinsvilleVIRGINIA24112
Relationship:XExecutive OfficerXDirectorPromoter

Clarification of Response (if Necessary):


Last NameFirst NameMiddle Name
HuckfeldtPaulA.
Street Address 1Street Address 2
c/o Hooker Furniture Corp440 East Commonwealth Blvd.
CityState/Province/CountryZIP/PostalCode
MartinsvilleVIRGINIA24112
Relationship:XExecutive OfficerDirectorPromoter

Clarification of Response (if Necessary):


Last NameFirst NameMiddle Name
Delgatti, Jr.MichaelW.
Street Address 1Street Address 2
c/o Hooker Furniture Corp440 East Commonwealth Blvd.
CityState/Province/CountryZIP/PostalCode
MartinsvilleVIRGINIA24112
Relationship:XExecutive OfficerDirectorPromoter

Clarification of Response (if Necessary):


Last NameFirst NameMiddle Name
JacobsenAnneM.
Street Address 1Street Address 2
c/o Hooker Furniture Corp440 East Commonwealth Blvd.
CityState/Province/CountryZIP/PostalCode
MartinsvilleVIRGINIA24112
Relationship:XExecutive OfficerDirectorPromoter

Clarification of Response (if Necessary):


Last NameFirst NameMiddle Name
RevingtonGeorge
Street Address 1Street Address 2
c/o Hooker Furniture Corp440 East Commonwealth Blvd.
CityState/Province/CountryZIP/PostalCode
MartinsvilleVIRGINIA24112
Relationship:XExecutive OfficerDirectorPromoter

Clarification of Response (if Necessary):


Last NameFirst NameMiddle Name
Beeler, Jr.W.Christopher
Street Address 1Street Address 2
c/o Hooker Furniture Corp440 East Commonwealth Blvd.
CityState/Province/CountryZIP/PostalCode
MartinsvilleVIRGINIA24112
Relationship:Executive OfficerXDirectorPromoter

Clarification of Response (if Necessary):


Last NameFirst NameMiddle Name
Gregory, IIIJohnL.
Street Address 1Street Address 2
c/o Hooker Furniture Corp440 East Commonwealth Blvd.
CityState/Province/CountryZIP/PostalCode
MartinsvilleVIRGINIA24112
Relationship:Executive OfficerXDirectorPromoter

Clarification of Response (if Necessary):


Last NameFirst NameMiddle Name
RyderE.Larry
Street Address 1Street Address 2
c/o Hooker Furniture Corp440 East Commonwealth Blvd.
CityState/Province/CountryZIP/PostalCode
MartinsvilleVIRGINIA24112
Relationship:Executive OfficerXDirectorPromoter

Clarification of Response (if Necessary):


Last NameFirst NameMiddle Name
SweetDavidG.
Street Address 1Street Address 2
c/o Hooker Furniture Corp440 East Commonwealth Blvd.
CityState/Province/CountryZIP/PostalCode
MartinsvilleVIRGINIA24112
Relationship:Executive OfficerXDirectorPromoter

Clarification of Response (if Necessary):


Last NameFirst NameMiddle Name
TaaffeEllenConnelly
Street Address 1Street Address 2
c/o Hooker Furniture Corp440 East Commonwealth Blvd.
CityState/Province/CountryZIP/PostalCode
MartinsvilleVIRGINIA24112
Relationship:Executive OfficerXDirectorPromoter

Clarification of Response (if Necessary):


Last NameFirst NameMiddle Name
Williamson, Jr.HenryG.
Street Address 1Street Address 2
c/o Hooker Furniture Corp440 East Commonwealth Blvd.
CityState/Province/CountryZIP/PostalCode
MartinsvilleVIRGINIA24112
Relationship:Executive OfficerXDirectorPromoter

Clarification of Response (if Necessary):


Last NameFirst NameMiddle Name
GarafoloPaulette
Street Address 1Street Address 2
c/o Hooker Furniture Corp440 East Commonwealth Blvd.
CityState/Province/CountryZIP/PostalCode
MartinsvilleVIRGINIA24112
Relationship:Executive OfficerXDirectorPromoter

Clarification of Response (if Necessary):


Last NameFirst NameMiddle Name
JacksonTonyaH.
Street Address 1Street Address 2
c/o Hooker Furniture Corp440 East Commonwealth Blvd.
CityState/Province/CountryZIP/PostalCode
MartinsvilleVIRGINIA24112
Relationship:Executive OfficerXDirectorPromoter

Clarification of Response (if Necessary):


4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Hedge Fund
Private Equity Fund
Venture Capital Fund
Other Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
XManufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other

5. Issuer Size

Revenue RangeORAggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
XOver $100,000,000 Over $100,000,000
Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
Rule 505
XRule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)

7. Type of Filing

XNew NoticeDate of First Sale2017-09-29 First Sale Yet to Occur
Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
YesXNo

9. Type(s) of Securities Offered (select all that apply)

XEquity Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
XYes No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor$0USD

12. Sales Compensation

Recipient
Recipient CRD NumberXNone
(Associated) Broker or DealerXNone
(Associated) Broker or Dealer CRD NumberXNone
Street Address 1Street Address 2
CityState/Province/CountryZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
All States
Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount$8,000,000USD
or Indefinite
Total Amount Sold$8,000,000USD
Total Remaining to be Sold$0USD
or Indefinite

Clarification of Response (if Necessary):

On 9/29/2017, the Issuer completed the acquisition of substantially all of the assets of Shenandoah Furniture, Inc. and paid $32.65 million in cash and issued 176,018 shares of the Company's common stock as consideration.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
2

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions$0USD
Estimate
Finders' Fees$0USD
Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0USD
Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

IssuerSignatureName of SignerTitleDate
HOOKER FURNITURE CORP/s/ Paul A. HuckfeldtPaul A. HuckfeldtChief Financial Officer2017-10-10

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.


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