<PAGE> 1
As filed with the Securities and Exchange Commission on January 20, 1999
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------------------
CRAFTMADE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-2057054
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
650 SOUTH ROYAL LANE
COPPELL, TEXAS 75019-1037
(972) 393-3800
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------------------
KENNETH M. CANCIENNE
CHIEF FINANCIAL OFFICER
CRAFTMADE INTERNATIONAL, INC.
650 SOUTH ROYAL LANE
COPPELL, TEXAS 75019-1037
(972) 393-3800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------------
COPIES TO:
BRIAN D. BARNARD
HAYNES AND BOONE, LLP
201 MAIN STREET, SUITE 2200
FORT WORTH, TEXAS 76102
(817) 347-6600
FAX: (817) 347-6650
------------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the Registration Statement becomes effective, as determined by
market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act. of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of each class Amount to be Proposed maximum Proposed maximum aggregate Amount of
of securities to be registered registered (1) offering price per unit (2) offering price registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 55,000 $14.94 $821,700.00 $228.43
====================================================================================================================================
</TABLE>
(1) All of the 55,000 shares to be registered hereunder are being offered by
a selling stockholder of the Company.
(2) Estimated pursuant to paragraph (c) of Rule 457 promulgated under the
Securities Act of 1933, as amended, solely for purposes of calculating
the registration fee, based upon the average of the high and low sale
prices at which shares of Common Stock were sold on January 19, 1999
on the Nasdaq National Market System.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
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<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDER MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
PROSPECTUS
, 1999
SUBJECT TO COMPLETION, DATED JANUARY 20, 1999
55,000 SHARES
CRAFTMADE INTERNATIONAL, INC.
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
---------------------------------------
One of our stockholders may offer and sell from time to time an
aggregate of up to 55,000 shares of common stock.
The selling stockholder may offer his shares from time to time in open
market transactions, in the over-the-counter market through the Nasdaq National
Market or in private transactions, at prevailing market prices or at privately
negotiated prices. The selling stockholder may effect such transactions by
selling the shares to or through broker-dealers. These broker-dealers, if used,
may receive discounts, concessions or commissions from the selling stockholder
or from the purchaser of the shares.
The selling stockholder and any broker-dealer acting in connection with
the sale of the shares could be considered "underwriters" within the meaning of
the Securities Act. In this event, any discounts, concessions or commissions
received by the selling stockholder and the broker-dealer (which are not
expected to exceed those customary in the types of transactions involved) or any
profit on resales of the shares by them could be considered underwriting
commissions or discounts under the Securities Act.
The selling stockholder obtained his shares of common stock on July 1,
1998, in connection with our acquisition of Trade Source International, Inc.
Our common stock is listed on the Nasdaq National Market under the
symbol "CRFT." On January 19, 1999, the last reported sale price was $15.13 per
share. Our address is 650 South Royal Lane, Coppell, Texas 75019-1037, and our
telephone number is (972) 393-3800.
---------------------------------
INVESTING IN THE SHARES OF COMMON STOCK INVOLVES RISKS THAT ARE
DESCRIBED IN THE "RISK FACTORS" SECTION BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
---------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SHARES OF COMMON STOCK OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
---------------------------------
The date of this Prospectus is _______________, 1999.
<PAGE> 3
RISK FACTORS
Before purchasing any of the shares offered by this prospectus, you
should consider the following risk factors carefully, as well as the other
information contained in this prospectus or incorporated by reference into it.
DEPENDENCE ON KEY PERSON
Our success is highly dependent upon the continued services of Mr.
James Ridings, the Chairman of the Board, President and Chief Executive Officer.
Loss of Mr. Ridings' services could create adverse effects on our business, such
as affecting our relationships with key suppliers and impacting our day-to-day
operations.
DEPENDENCE UPON SUPPLIER
Fanthing Electrical Corp. ("FANTHING"), located in Taichung, Taiwan,
supplies our ceiling fans and substantially all related accessory parts.
Fanthing provides products to the Company under a contract that is terminable
upon 180 days' prior notice by either party. Fanthing is not obligated to
produce and sell products to us in any specified quantity, and Fanthing is not
required to sell products to us at a fixed price. If, for any reason, Fanthing
were to discontinue its relationship with us or if it were unable to supply a
sufficient amount of products for our needs, we would be required to seek
alternative suppliers. There can be no assurance that these alternative
suppliers would produce products of comparable quality to those produced by
Fanthing, nor that any such supplier would sell products to us at prices and on
terms as favorable as those provided by Fanthing.
ECONOMIC CONDITIONS
To date, electrical wholesalers and lighting showroom distributors and
dealers specializing in supplying new homes, condominiums and apartments have
been a significant market of ours. National economic policy, tax laws,
inflation, interest rates and other factors affecting new home construction and
home remodeling, and economic conditions in general will continue to have a
substantial effect upon our sales and earnings for the foreseeable future. Any
substantial decline in new home construction or home remodeling would adversely
affect us.
FOREIGN EXCHANGE, INTERNATIONAL TRADE, AND FOREIGN ECONOMIC AND POLITICAL
CONDITIONS
We currently receive, and expect to continue to receive, virtually all
of our products from Taiwan. Fluctuations in Taiwanese currency exchange rates
with the U.S. dollar could adversely affect our cost of products. In addition,
various import, export, tariff and other trade barriers that may be imposed in
the United States and Taiwan could also adversely affect our business.
Furthermore, unfavorable economic and political developments in Taiwan, such as
developments arising from Taiwan's relationship with China, could have a
material adverse effect on our business.
POTENTIAL FOR ADVERSE EFFECT ON STOCK PRICE FROM SHARES ELIGIBLE FOR FUTURE SALE
Future sales of substantial amounts of our common stock in the public
market, including the shares covered by this prospectus, or the perception that
such sales could occur, could adversely affect the market price of our common
stock. As of December 31, 1998, we had 7,555,337 shares of common stock
outstanding. Of these shares, 2,343,400 shares are currently held by certain of
our directors and executive officers. Most of the outstanding shares of our
common stock are either freely salable or salable subject to certain volume and
manner of sale restrictions pursuant to Rule 144 of the Securities Act of 1933,
as amended (the "SECURITIES ACT").
In connection with the acquisition of TSI, we issued an aggregate of
983,863 shares of common stock (as adjusted for the three-for-two stock split
approved by the Board of Directors on September 30, 1998) to John DeBlois, the
selling stockholder, and to Neall and Leslie Humphrey. Of these shares, 98,388
shares are in escrow. Holders who received these shares hold their shares
subject to the limitations of Rule 144. We have granted these holders certain
registration rights, including the right to have their shares of common stock
included in certain registration statements covering the sale of securities by
us.
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<PAGE> 4
DISTRIBUTION ORGANIZATION
A key factor in our success to date has been the development of our
sales representative organization throughout the United States. Our agreements
with our independent sales representative groups prohibit them from representing
products which compete with or are similar to Craftmade ceiling fans. While we
believe that our relationships with our sales representatives are generally
excellent, there can be no assurance that we will be able to maintain our sales
organization, or that the loyalty of our sales representatives will not diminish
if we expand both the geographical scope and range of its products as planned,
and if alternative products under separate distribution arrangements become
available from other manufacturers and distributors.
PRODUCT LIABILITY
Because of the nature of our business, we are always subject to
possible claims for personal injury resulting from the failure of our products.
There can be no assurance that such claims will not arise in the future or that
we will have sufficient insurance to pay such claims.
YEAR 2000 COMPLIANCE
The Year 2000 Issue results from computer programs being written using
two digits rather than four to define the applicable year. Any of our computer
programs that have date-sensitive software may recognize a date using 00 as the
year 1900 rather than the year 2000. The Year 2000 Issue potentially not only
impacts information technology systems, such as traditional computer systems,
but also non-information technology systems containing microcontrollers or other
embedded technology, such as elevators and other equipment and machinery. The
Year 2000 Issue could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, send invoices, or engage in similar normal business
activities. As a result, the Year 2000 Issue could have a material adverse
impact on our business and our customers in ways that we cannot fully determine
at this time. In addition, the Year 2000 Issue may also affect our key
suppliers, vendors, customers and other third parties with which we have a
material relationship. We cannot guarantee that these third parties will convert
their systems in a timely manner, or that a failure to convert by another
company or a conversion that is incompatible with our systems would not have a
material adverse effect on us.
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<PAGE> 5
THE COMPANY
We are engaged in the design, distribution, and marketing of ceiling
fans, light kits and accessories manufactured to our specifications. We
currently market over 148 basic models of ceiling fans, 78 lighting fixture
models and over 100 interchangeable pieces of crystal and glass under our
Craftmade brand and 14 series of bathstrip lighting under our Accolade tradename
to more than 1,500 retail outlets. Our wholly-owned subsidiary, Trade Source
International, Inc. ("TSI"), is engaged in the design, distribution and
marketing of outdoor lighting fixtures to large-scale merchandisers. Our
address is 650 South Royal Lane, Coppell, Texas 75019-1037, and our telephone
number is (972) 393-3800.
On September 30, 1998, the Board of Directors approved a three-for-two
stock split, in the form of a 50% stock dividend, of our common stock. The stock
split was effective November 16, 1998 to holders of record on October 30, 1998.
On October 30, 1998, the Board of Directors declared a quarterly cash dividend
of $0.02 per share, payable January 15, 1999 to holders of record on December
31, 1998.
USE OF PROCEEDS
All of the net proceeds from the sale of the shares covered by this
prospectus will go to the selling stockholder. Accordingly, Craftmade will not
receive any proceeds from such sales.
SELLING STOCKHOLDER
John DeBlois is offering for sale 55,000 shares of common stock. Mr.
DeBlois is one of our directors and is also the Executive Vice President of
TSI, our wholly-owned subsidiary. Before we acquired TSI, Mr. DeBlois was Vice
President and Chief Financial Officer of TSI. Prior to the offering of the
shares, Mr. DeBlois beneficially owned 388,413 shares of common stock (38,842
shares of which are held in escrow), or approximately 5.1% of the total
outstanding shares. Mr. DeBlois received these shares pursuant to our
acquisition of TSI. After the completion of the offering and sale of all of the
55,000 shares, Mr. DeBlois will beneficially own 333,413 shares of common
stock, or approximately 4.4% of the total outstanding shares.
PLAN OF DISTRIBUTION
We are registering shares of our common stock on behalf of the selling
stockholder. As used in this prospectus, "selling stockholder" includes donees
and pledgees selling shares received from a named selling stockholder after the
date of this prospectus. We will pay for all costs, expenses and fees in
connection with the registration of the shares. The selling stockholder will pay
for all selling discounts and commissions, if any. The selling stockholder may
offer and sell his shares from time to time in one or more of the following
types of transactions (including block transactions):
o through the Nasdaq National Market,
o in the over-the-counter market,
o in privately negotiated transactions,
o through short sales of shares, or
o a combination of such methods of sale.
The selling stockholder may sell his shares at prevailing market prices
or at privately negotiated prices. Such transactions may or may not involve
brokers or dealers. The selling stockholder has advised us that he has not
entered into any agreements, understanding or arrangements with any underwriters
or broker-dealers regarding the sale of his shares, nor is there an underwriter
or coordinating broker acting in connection with the proposed sale of shares by
the selling stockholder.
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<PAGE> 6
The selling stockholder may offer and sell his shares directly to
purchasers or to or through broker-dealers, which may act as agents or
principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling stockholder and/or the
purchasers of shares.
We have agreed to indemnify the selling stockholder in certain
circumstances against certain liabilities, including liabilities under the
Securities Act. The selling stockholder has agreed to indemnify us and in
certain circumstances against certain liabilities, including liabilities under
the Securities Act.
The selling stockholder also may resell all or a portion of the shares
in open market transactions in reliance upon Rule 144 under the Securities Act,
provided he meets the criteria and conforms to the requirements of such rule.
DESCRIPTION OF CAPITAL STOCK
We have authorized the issuance of 15,000,000 shares of common stock,
$0.01 par value, and 2,000,000 shares of preferred stock, $1.00 par value share.
COMMON STOCK
On December 31, 1998, there were 7,555,337 outstanding shares of common
stock held by 101 stockholders of record.
The holders of common stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders. Holders of common stock do not
have cumulative voting rights. Therefore, holders of more than 50% of the shares
of common stock are able to elect all our directors eligible for election in a
given year. The holders of common stock are entitled to dividends if declared by
the Board of Directors. Upon our liquidation, dissolution or winding up, the
holders of common stock will be entitled to share pro rata in the distribution
of assets available after satisfaction of all liabilities, including any prior
rights of any preferred stock which may be outstanding. There are no redemption
or sinking fund provisions applicable to the common stock, and holders of common
stock are not entitled to any pre-emptive rights with respect to additional
issuances of common stock by us.
Our common stock is listed on the Nasdaq National Market under the
symbol "CRFT."
The transfer agent and registrar for the common stock is North American
Transfer Company, 147 West Merrick Road, Freeport, New York 11520.
PREFERRED STOCK
Our Certificate of Incorporation authorizes 2,000,000 shares of
preferred stock. We may issue these shares of preferred stock without the
approval of the holders of common stock. The Board of Directors has the
discretion to issue the preferred stock in such series and with such preferences
and rights as it may designate. For example, the Board of Directors could issue
a series of preferred stock that pays a dividend to holders of the preferred
stock before any distributions may be made to holders of common stock.
We currently hold 32,000 shares of Series A Preferred Stock in our
treasury. The Series A Preferred Stock accrues dividends of $4.49 per year, and
these dividends are payable quarterly when declared by the Board of Directors.
Because we hold all of the issued shares of Series A Preferred Stock in our
treasury, no dividends are currently paid on these shares. The Series A
Preferred Stock has no voting rights.
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<PAGE> 7
DIRECTORS' AND OFFICERS' LIABILITY
Our Certificate of Incorporation includes provisions to eliminate the
personal liability of our directors for monetary damages resulting from breaches
of their fiduciary duty, except for liabilities resulting from certain specified
situations, such as a breach of loyalty or an act of intentional misconduct by a
director. Our Certificate of Incorporation also includes provisions providing
that we will indemnify our directors and officers to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law.
LEGAL MATTERS
Certain legal matters related to the shares of common stock offered by
this prospectus are being passed upon for the Company by Haynes and Boone, LLP,
Fort Worth, Texas.
EXPERTS
The financial statements incorporated in this Prospectus, by reference
to the Annual Report on Form 10-K of Craftmade International, Inc. for the
fiscal year ended June 30, 1998, have been incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
The consolidated balance sheet of Trade Source International, Inc., as
of December 31, 1997, and the consolidated statements of income, shareholders'
equity and cash flows for the year ended December 31, 1997, incorporated by
reference in this prospectus, have been incorporated by reference herein in
reliance on the report of Campbell, Benn & Taylor, independent accountants,
given on the authority of that firm as experts in accounting and auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission (the "SEC") allows us to
incorporate by reference the information we file with it, which means that we
can disclose important information to you by referring you to those documents.
The information incorporated by reference is considered to be part of this
prospectus, and information that we file later with the SEC will automatically
update and supersede this information. We incorporate by reference the documents
listed below and any future filings we will make with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "EXCHANGE ACT"), prior to the termination of the offering:
o our annual report on Form 10-K for the fiscal year ended June
30, 1998,
o our current report on Form 8-K, filed on July 15, 1998, and
as amended on September 14, 1998,
o our quarterly report on Form 10-Q for the quarter ended
September 30, 1998, and
o our registration statement on Form 8-A registering the common
stock under Section 12(g) of the Exchange Act, filed on
February 27, 1990.
You may request a copy of these filings, at no cost, by writing or
telephoning our Corporate Secretary, Kenneth M. Cancienne, at the following
address:
Craftmade International, Inc.
650 South Royal Lane
Coppell, Texas 75019-1037
Attention: Corporate Secretary
(972) 393-3800
This prospectus is part of a registration statement we filed with the
SEC. You should rely only on the information incorporated by reference or
provided in this prospectus. We have authorized no one to provide you
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<PAGE> 8
with different information. We are not making an offer of these securities in
any state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of the document.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings are available to the public over
the Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document that we file at the SEC's Public Reference room at 450 Fifth
Street, N.W., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the operation of the Public Reference Room.
We have filed with the SEC a registration statement on Form S-3 under
the Securities Act with respect to the shares offered by this prospectus. This
prospectus, which is a part of that registration statement, does not contain all
the information contained in the registration statement and its exhibits. For
further information concerning us and the shares, you should consult the
registration statement and its exhibits. When this prospectus describes
documents, the description is only a summary of that document. Therefore, you
should refer to that document, as filed with the SEC, to review its specific
terms. The registration statement and any of its amendments, including exhibits
filed as a part of the registration statement or an amendment to the
registration statement, are available for inspection and copying as described
above. You may also inspect these documents along with reports and other
information regarding us at the offices of the Nasdaq Stock Market, Inc., 1735 K
Street, N.W., Washington, DC 20006.
FORWARD-LOOKING STATEMENTS
This prospectus contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 with respect to
our financial condition, results of operations and business. Statements in this
document that are not historical facts are "forward-looking statements" for the
purpose of the safe harbor provided by Section 21E of the Exchange Act, and
Section 27A of the Securities Act.
We caution you that forward-looking statements are necessarily
estimates that reflect the best judgment of our senior management. These
forward-looking statements involve a number of risks and uncertainties that
could cause actual results to differ materially from those suggested by the
forward-looking statements. We recommend that you consider these forward-looking
statements in light of various important factors, including those set forth in
this prospectus and other factors set forth from time to time in the reports and
registration statements that we file with the SEC.
To identify forward-looking statements, you should look for words such
as "estimate," "project," "intend," or "expect." These forward-looking
statements are found at various places throughout this document and the
documents incorporated by reference in this prospectus. You are cautioned not to
rely too much on these forward-looking statements, which speak only as of the
date of this document.
We do not promise to update these forward-looking statements to reflect
actual results, changes in assumptions or other factors that could affect these
statements. In addition, we may from time to time make forward-looking
statements about the matters described in this document or other matters
concerning us.
The following factors could cause actual results to differ from our
forward-looking statements:
o changes from anticipated levels of sales,
whether due to future national or regional
economic and competitive conditions,
o changes in relationships with customers
including, but not limited to, the lamp
division's relationship with its major
customer,
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o customer acceptance of existing and new
products,
o pricing pressures due to excess capacity,
o unfavorable economic and political
developments in the Republic of Taiwan,
the location of the Company's principal
vendor,
o raw material cost increases,
o change of tax rates,
o fluctuations in interest rates,
o declining conditions in the home
construction industry,
o resolution of the Year 2000 issue, and
o other uncertainties.
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================================================================================
We have not authorized any dealer, salesperson or other person to give you
written information other than this prospectus or to make representations as to
matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or our
solicitation of your offer to buy the securities in any jurisdiction where that
would not be permitted or legal. Neither the delivery of this prospectus nor any
sales made under this prospectus after the date of this prospectus shall create
an implication that the information contained in this prospectus or the affairs
of the Company have not changed since the date of this prospectus.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Risk Factors......................................................................................................2
The Company.......................................................................................................4
Use of Proceeds...................................................................................................4
Selling Stockholder...............................................................................................4
Plan of Distribution..............................................................................................4
Description of Capital Stock......................................................................................5
Legal Matters.....................................................................................................6
Experts...........................................................................................................6
Incorporation of Certain
Documents by Reference..........................................................................................6
Where You Can Find More Information...............................................................................7
Forward-looking Statements........................................................................................7
</TABLE>
CRAFTMADE
INTERNATIONAL, INC.
55,000 SHARES
COMMON STOCK
----------------------
PROSPECTUS
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<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF REGISTRATION AND DISTRIBUTION.
The following table sets forth the estimated expenses of the Registrant
in connection with the offering described in this Registration Statement. All
amounts are estimates except the Securities and Exchange Commission registration
fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.......................................... $ 239
Legal fees and expenses...................................................................... 10,000
Accounting fees and expenses................................................................. 3,500
Printing expenses............................................................................ 500
Miscellaneous expenses....................................................................... 500
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Total................................................................................ $ 14,739
</TABLE>
The Selling Stockholder is not paying any expenses related to this
registration statement.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. Section 145 of the Delaware
General Corporation Law ("DGCL") generally provides that a corporation is
empowered to indemnify any person who was or is or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation in any
of such capacities of another corporation or other enterprise, if such director,
officer, employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Such statute provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which such persons may be entitled under any bylaw, vote of
stockholders or disinterested directors or otherwise.
Article Ninth of the Certificate of Incorporation of the Company, as
amended, provides that the Company shall indemnify to the fullest extent
permitted by Section 145 of the DGCL any director or officer of the Company who
is a party or who is threatened to be made a party to any proceeding which is a
threatened, pending or completed action or suit brought against said officer or
director in his official capacity. The Company shall not indemnify any director
or officer in any action or suit, threatened, pending or completed, brought by
him against the Company, in the event the officer or director is not the
prevailing party. Indemnification of any other persons, such as employees or
agents of the Company, or serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, or other enterprise, shall be determined in the sole and absolute
discretion of the Board of Directors of the Company.
Article Eighth of the Certificate of Incorporation of the Company
provides that a director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which
the director derived any improper personal benefit.
II-1
<PAGE> 12
ITEM 16. EXHIBITS
Exhibit
Number Description
4.1 Certificate of Incorporation of the Company, filed as Exhibit
3(a)(2) to the Company's Post Effective Amendment No. 1 to
Form S-18 (File No. 33-33594-FW) and incorporated by reference
therein.
4.2 Certificate of Amendment of Certificate of Incorporation of
the Company dated March 24, 1992, filed as Exhibit 4.2 to the
Company's Form S-8 (File No. 333-44337) and incorporated by
reference therein.
4.3 Amended and Restated Bylaws of the Company, filed as Exhibit
3(b)(2) to the Company's Post Effective Amendment No. 1 to
Form S-18 (File No. 33-33594-FW) and incorporated by reference
therein.
4.4* Specimen Common Stock Certificate.
5.1* Opinion of Haynes and Boone, LLP.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of Campbell, Benn & Taylor.
23.3* Consent of Haynes and Boone, LLP (included in 5.1).
24.1* Power of Attorney (included on signature page).
- -------------------------
* Filed herewith.
ITEM 17. 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 registration 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
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 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(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;
II-2
<PAGE> 13
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission 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-effective 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-effective 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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 foregoing 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
Securities 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 jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-3
<PAGE> 14
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Coppell, State of Texas, on the 20th day of
January, 1999.
CRAFTMADE INTERNATIONAL, INC.
By: /s/ JAMES R. RIDINGS
---------------------------------
James R. Ridings
Chairman of the Board, President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of James R. Ridings and Kenneth M.
Cancienne, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign, execute and file with the Securities and
Exchange Commission and any state securities regulatory board or commission any
documents relating to the proposed issuance and registration of the securities
offered pursuant to this Registration Statement on Form S-3 under the Securities
Act of 1933, as amended, including any amendment or amendments relating thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and purposes as he might
or could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done.
In accordance with the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-3 was signed by the following
persons in the capacities stated below on the 20th day of January, 1999:
SIGNATURE TITLE
/s/ JAMES R. RIDINGS Chairman of the Board, President
- ----------------------------------- Chief Executive Officer and Director
James R. Ridings (Principal Executive Officer)
/s/ KENNETH M. CANCIENNE Chief Financial Officer and Director
- ----------------------------------- (Principal Financial and
Kenneth M. Cancienne Accounting Officer)
/s/ CLIFFORD CRIMMINGS Director
- -----------------------------------
Clifford Crimmings
/s/ JERRY E. KIMMEL Director
- -----------------------------------
Jerry E. Kimmel
/s/ A. PAUL KNUCKLEY Director
- -----------------------------------
A. Paul Knuckley
/s/ NEALL W. HUMPHREY Director
- -----------------------------------
Neall W. Humphrey
/s/ JOHN DEBLOIS Director
- -----------------------------------
John DeBlois
/s/ LARY C. SNODGRASS Director
- -----------------------------------
Lary C. Snodgrass
II-4
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4.1 Certificate of Incorporation of the Company, filed as Exhibit 3(a)(2) to the Company's Post
Effective Amendment No. 1 to Form S-18 (File No. 33-33594-FW) and incorporated by reference
therein.
4.2 Certificate of Amendment of Certificate of Incorporation of the Company dated March 24, 1992,
filed as Exhibit 4.2 to the Company's Form S-8 (File No. 333-44337) and incorporated by reference
therein.
4.3 Amended and Restated Bylaws of the Company, filed as Exhibit 3(b)(2) to the Company's Post
Effective Amendment No. 1 to Form S-18 (File No. 33-33594-FW) and incorporated by reference
therein.
4.4* Specimen Common Stock Certificate.
5.1* Opinion of Haynes and Boone, LLP.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of Campbell, Benn & Taylor.
23.3* Consent of Haynes and Boone, LLP (included in 5.1).
24.1* Power of Attorney (included on signature page).
</TABLE>
- -------------------------
* Filed herewith.
II-5
<PAGE> 1
EXHIBIT 4.4
<TABLE>
<S> <C> <C>
[CRAFTMADE LOGO]
[NUMBER] CRAFTMADE INTERNATIONAL, INC. [SHARES]
INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS CUSIP 22413E 10 4
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
is the owner of
FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.20 PAR VALUE OF
Craftmade International, Inc., transferable on the books of the Corporation by the holder hereof in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and
shall be held subject to all the provisions of the Articles of Incorporation, as amended, and the ByLaws of the Corporation, as
amended (copies of which are on file at the office of the Transfer Agent), to all of which the holder of this Certificate by
acceptance hereof assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
Dated:
STATE OF INCORPORATION CHANGED TO DELAWARE PAR VALUE CHANGED TO $.01
[CORPORATE SEAL]
/s/ TERRY CULBERTSON /s/ JAMES R. RIDINGS
Secretary President
Countersigned and Registered:
NORTH AMERICAN TRANSFER CO.
(Freeport, New York) Transfer Agent
and Registrar
By
-----------------------------------
Authorized Signature
</TABLE>
<PAGE> 2
CRAFTMADE INTERNATIONAL, INC.
The Corporation will furnish upon request and without charge to each
shareholder the powers, designations, preferences and relative, participating,
optional and other special rights of each class of stock and series within a
class of stock of the Corporation, as well as the qualifications, limitations
and restrictions relating to those preferences and/or rights. A shareholder may
make the request to the Corporation or to its Transfer Agent and Registrar.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- _____________ Custodian ___________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act __________________
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list
For value received, __________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
- -------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING POSTAL ZIP CODE OF ASSIGNEE)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Shares
- ------------------------------------------------------------------------
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ,
-------------------------------------------
- ------------------------------------------------------------------------------
Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.
Dated
------------------------
------------------------------------------
SIGNATURE
Signature Guaranteed By:
- ----------------------------------------
- ----------------------------------------
Banker or Member Firm of
a Stock Exchange
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.
<PAGE> 1
Exhibit 5.1
[HAYNES AND BOONE, LLP LETTERHEAD]
January 20, 1999
Craftmade International, Inc.
650 South Royal Lane
Coppell, Texas 75019-1037
Re: Registration of 55,000 shares of Common Stock of Craftmade International,
Inc.
Ladies and Gentlemen:
We have acted as counsel to Craftmade International, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of
the Registration Statement of the Company on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended. The Registration Statement relates to the
offering by John DeBlois (the "Selling Shareholder") of up to 55,000 shares of
the Company's Common Stock, par value $0.01 per share ("Common Stock"). The
opinions expressed herein relate solely to, are based solely upon and are
limited exclusively to, the internal substantive laws of the State of Delaware
and applicable federal laws of the United States of America.
In connection therewith, we have examined and relied upon the original, or
copies certified to our satisfaction, of (i) the Certificate of Incorporation of
the Company, as amended (the "Certificate of Incorporation"), and the Bylaws of
the Company (the "Bylaws"); (ii) the minutes and records of the corporate
proceedings of the Company with respect to the issuance by the Company of the
shares of Common Stock; (iii) the Registration Statement and all exhibits
thereto; (iv) such other documents and instruments as we have deemed necessary
for the expression of the opinions contained herein; and (v) the specimen Common
Stock certificate filed as Exhibit 4.4 to the Registration Statement.
In making the foregoing examinations, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies thereof. As to various questions of fact
material to this opinion, where such facts have not been independently
established, and as to the content and form of certain minutes, records,
resolutions and other documents or writings of the Company, we have relied, to
the extent we have deemed reasonably appropriate, upon representations or
certificates of officers of the Company or governmental officials. In addition,
we have assumed that all formalities required by the Company's Certificate of
Incorporation, Bylaws and the Delaware General Corporation Law will be complied
with when the shares of Common Stock are sold.
Based upon the foregoing, and having due regard for such legal considerations as
we deem relevant, we are of the opinion that the shares of Common Stock to be
sold by the Selling Shareholder are, when sold, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement and to the reference to
this firm under "Legal Matters" in the Prospectus forming a part of such
Registration Statement.
Very truly yours,
/s/ Haynes and Boone, LLP
Haynes and Boone, LLP
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated August 19, 1998 appearing on page F-2 of Craftmade International, Inc.'s
Annual Report on Form 10-K for the year ended June 30, 1998. We also consent
to the reference to us under the heading "Experts" in such Prospectus.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Fort Worth, Texas
January 19, 1999
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 13, 1998 included in
Craftmade International, Inc.'s Amendment No. 1 of Form 8 K filed on September
14, 1998. We also consent to the reference to us under the heading "Experts" in
the Prospectus forming a part of such Registration Statement.
/s/ CAMPBELL, BENN & TAYLOR
An Accountancy Corporation
January 19, 1999
Sacramento, California
