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As filed with the Securities and Exchange Commission on November 17, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CRAFTMADE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2057054
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
650 SOUTH ROYAL LANE
COPPELL, TEXAS 75019-1037
(Address of Principal Executive Offices) (Zip Code)
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CRAFTMADE INTERNATIONAL, INC. 1999 STOCK OPTION PLAN
CRAFTMADE INTERNATIONAL, INC.
2000 NON-EMPLOYEE DIRECTOR STOCK PLAN
(Full title of the Plans)
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KATHLEEN B. OHER
CHIEF FINANCIAL OFFICER
CRAFTMADE INTERNATIONAL, INC.
650 SOUTH ROYAL LANE
COPPELL, TEXAS 75019-1037
(Name and address of agent for service)
(972) 393-3800
(Telephone number, including area code, of agent for service)
With copies to:
BRIAN D. BARNARD
HAYNES AND BOONE, LLP
201 MAIN STREET
SUITE 2200
FORT WORTH, TEXAS 76102
(817) 347-6600
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED(1) REGISTERED(2) SHARE(3) PRICE(3) FEE(3)
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value...... 375,000 $8.03 $3,011,250.00 $794.97
=================================================================================================
</TABLE>
(1) This registration statement also covers an equal number of rights to
purchase shares of Craftmade International, Inc.'s Series A Preferred
Stock, par value $1.00 per share, issuable pursuant to Craftmade
International, Inc.'s Rights Agreement, which rights will be transferable
only with related shares of Common Stock.
(2) The number of shares being registered represents (i) 300,000 shares being
registered under the Craftmade International, Inc. 1999 Stock Option Plan
and (ii) 75,000 shares being registered under the Craftmade International,
Inc. 2000 Non-Employee Director Stock Plan. The amount to be registered
also includes such indeterminate number of shares as may be issued to
prevent dilution resulting from stock splits, stock dividends or similar
transactions in accordance with Rule 416 promulgated under the Securities
Act of 1933.
(3) The offering price per share, the aggregate offering price and the
registration fee have been calculated in accordance with paragraphs (c) and
(h)(1) of Rule 457 promulgated under the Securities Act of 1933 based on
the average of the high and low sale prices for the Company's Common Stock
reported on the Nasdaq National Market on November 16, 2000 ($8.03 per
share).
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PART II
INFORMATION REQUESTED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Craftmade International, Inc. (the "Company") hereby incorporates by
reference the following documents filed with the Securities and Exchange
Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 2000 (Commission File No. 000-26667) as filed with the
Commission on September 26, 2000;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2000 (Commission File no. 000-26667) as filed with
the Commission on November 8, 2000;
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement filed on Form 8-A (Commission File
No. 1-10471) as filed with the Commission on February 27, 1990;
(d) The description of Rights to Purchase Series A Preferred Stock, par
value $1.00 per share, of the Company (which Rights are transferable
only with related shares of Common Stock) contained in the
Registration Statement filed on Form 8-A (Commission File No.
000-26667) as filed with the Commission on July 9, 1999; and
(e) All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment that
indicates that all securities offered hereunder have been sold or that
deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the
date such documents are filed. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference in this Registration Statement modifies or
supersedes such statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. 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
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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.
The Company intends to maintain insurance against liabilities incurred by
its officers and directors in defense of actions to which they are made parties
by reason of their positions as officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Description of Exhibits
4.1 - Specimen Common Stock Certificate, filed as Exhibit 4.4 to
the Company's Registration Statement on Form S-3 (File No.
333-70823) and incorporated by reference herein.
4.2 - Rights Agreement, dated as of June 23, 1999, between
Craftmade International, Inc. and Harris Trust and Savings
Bank, as Rights Agent, previously filed as an exhibit to
Form 8-K dated July 9, 1999 (File No. 000-26667) and
incorporated by reference herein.
4.3 - Craftmade International, Inc. 1999 Stock Option Plan,
previously filed as Exhibit A to the Company's Proxy
Statement on Schedule 14A dated October 4, 2000 (File No.
000-26667) and incorporated by reference herein.
4.4 - Craftmade International, Inc. 2000 Non-Employee Director
Stock Plan, previously filed as Exhibit B to the Company's
Proxy Statement on Schedule 14A dated October 4, 2000 (File
No. 000-26667) and incorporated by reference herein.
5.1* - Opinion of Haynes and Boone, LLP with respect to validity of
the issuance of the securities.
23.1* - Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.2* - Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
24.1* - Power of attorney of the directors of the Company (included
on the signature page of the Registration Statement).
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* Filed herewith.
ITEM 9. UNDERTAKINGS
a. 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; 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) will 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 this
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.
b. The undersigned registrant hereby undertakes that, for 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 the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
c. 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 Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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SIGNATURES AND POWER OF ATTORNEY
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Coppell, State of Texas, on the 17th day of
November, 2000.
CRAFTMADE INTERNATIONAL, INC.
By: /s/ James R. Ridings
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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 Kathleen B. Oher,
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-8 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 has been signed by the following persons in
the capacities indicated on the 17th day of November, 2000.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
/s/ James R. Ridings Chairman of the Board, President
----------------------------------- Chief Executive Officer and Director
James R. Ridings (Principal Executive Officer)
/s/ Kathleen B. Oher Chief Financial Officer and Director
----------------------------------- (Principal Financial and
Kathleen B. Oher Accounting Officer)
/s/ Clifford Crimmings Director
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Clifford Crimmings
/s/ Jerry E. Kimmel Director
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Jerry E. Kimmel
/s/ A. Paul Knuckley Director
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A. Paul Knuckley
/s/ Neall W. Humphrey Director
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Neall W. Humphrey
/s/ John DeBlois Director
-----------------------------------
John DeBlois
/s/ Lary C. Snodgrass Director
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Lary C. Snodgrass
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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4.1 - Specimen Common Stock Certificate, filed as Exhibit 4.4 to
the Company's Registration Statement on Form S-3 (File No.
333-70823) and incorporated by reference herein.
4.2 - Rights Agreement, dated as of June 23, 1999, between
Craftmade International, Inc. and Harris Trust and Savings
Bank, as Rights Agent, previously filed as an exhibit to
Form 8-K dated July 9, 1999 (File No. 000-26667) and
incorporated by reference herein.
4.3 - Craftmade International, Inc. 1999 Stock Option Plan,
previously filed as Exhibit A to the Company's Proxy
Statement on Schedule 14A dated October 4, 2000 (File No.
000-26667) and incorporated by reference herein.
4.4 - Craftmade International, Inc. 2000 Non-Employee Director
Stock Plan, previously filed as Exhibit B to the Company's
Proxy Statement on Schedule 14A dated October 4, 2000 (File
No. 000-26667) and incorporated by reference herein.
5.1* - Opinion of Haynes and Boone, LLP with respect to validity of
the issuance of the securities.
23.1* - Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.2* - Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
24.1* - Power of attorney of the directors of the Company (included
on the signature page of the Registration Statement).
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* Filed herewith.
