<PAGE> 1
As filed with the Securities and Exchange Commission on December 12, 1997
Registration No. 333-
---------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------
TANDY BRANDS ACCESSORIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2349915
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
690 EAST LAMAR BLVD., SUITE 200, ARLINGTON, TEXAS 76011
(Address of principal executive offices) (zip code)
-------------------
TANDY BRANDS ACCESSORIES, INC. 1997 STOCK OPTION PLAN
and
TANDY BRANDS ACCESSORIES, INC. NONQUALIFIED
FORMULA STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
and
TANDY BRANDS ACCESSORIES, INC. STOCK PURCHASE PROGRAM
(AS AMENDED AND RESTATED EFFECTIVE OCTOBER 18, 1991)
(Full title of the plans)
-------------------
STANLEY T. NINEMIRE
690 EAST LAMAR BLVD., SUITE 200
ARLINGTON, TEXAS 76011
(Name and address of agent for service)
(817) 548-0090
(Telephone number, including area code, of agent for service)
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
Proposed Proposed
Title of Maximum Maximum Amount of
Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 622,500 $15.25* $9,493,125* $2800.47
$1.00 per share
===========================================================================================================
* Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h).
Pursuant to Rule 457(h), this estimate is based upon the average of the high and low prices of the
Registrant's common stock, $1.00 par value per share, on December 5, 1997 (as reported on the
Nasdaq National Market System).
</TABLE>
Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
registration statement covers an indeterminate amount of interests to be
offered or sold pursuant to the Tandy Brands Accessories, Inc. Stock Purchase
Program (As Amended and Restated Effective October 18, 1991) described herein.
<PAGE> 2
PART I.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
- ----------------------
* Information required by Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities
Act of 1933 is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part I of
Form S-8.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Tandy Brands Accessories, Inc. (the "Registrant") has previously filed
with the Securities and Exchange Commission a Form S-8 Registration Statement
(File No. 33-41262) under the Securities Act of 1933, as amended (the "Act"),
with respect to 270,093 shares of the Registrant's common stock, $1.00 par
value per share (the "Common Stock"), offered pursuant to the Tandy Brands
Accessories, Inc. Stock Purchase Program, the Tandy Brands Accessories, Inc.
1991 Stock Option Plan, the Tandy Brands Accessories, Inc. Employees Investment
Plan and the Tandy Brands Accessories, Inc. Stock Bonus Plan, a Form S-8
Registration Statement (File No. 33-46814) under the Act with respect to
122,887 shares of the Common Stock offered pursuant to the Tandy Brands
Accessories, Inc. Stock Purchase Program, a Form S-8 Registration Statement
(File No. 33-75114) under the Act with respect to 257,000 shares of the Common
Stock offered pursuant to the Tandy Brands Accessories, Inc. Nonqualified
Formula Stock Option Plan for Non-Employee Directors and a Form S-8
Registration Statement (File No. 33-91996) under the Act with respect to
701,125 shares of the Common Stock offered pursuant to the Tandy Brands
Accessories, Inc. Stock Purchase Program and the Tandy Brands Accessories, Inc.
1991 Stock Option Plan. The contents of such earlier registration statements
are incorporated herein by reference.
The documents listed in (a) through (c) below are incorporated by
reference in this Registration Statement:
(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act");
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Registrant's annual report or prospectus referred to in (a)
above; and
(c) The description of the Registrant's capital stock contained
in the registration statement on Form 8-A under the Exchange Act (Registration
No. 0-18927) filed by the Registrant with the Securities and Exchange
Commission.
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides generally and in pertinent part that a Delaware corporation may
indemnify its directors and officers against expenses, judgments, fines and
settlements actually and reasonably incurred by them in connection with any
civil, criminal, administrative, or investigative suit or action except action
by or in the right of the corporation if, in connection with the matters in
issue, they acted in good faith and in a manner they reasonably believed to be
in or not opposed to the best interests of the corporation, and in connection
with any criminal suit or proceeding, if in connection with the matters in
issue, they had no reasonable cause to believe their conduct was unlawful.
Section 145 further provides that in connection with the defense or settlement
of any action by or in the right of the corporation, a Delaware corporation may
indemnify its directors and officers against expenses actually and reasonably
incurred by them if, in connection with the matters in issue, they acted in
good faith, and in a manner they reasonably believed to be in or not opposed to
the best interests of the corporation, except that no indemnification may be
made with respect to any claim, issue or matter as to which such person has
been adjudged liable for negligence or misconduct unless the Delaware Court of
Chancery or other court in which such action or suit is brought approves such
indemnification. Section 145 further permits a Delaware corporation to grant
its directors and officers additional rights of indemnification through bylaw
provisions and otherwise, and to purchase indemnity insurance on behalf of its
directors and officers.
Consistent with applicable provisions of Delaware law, the Registrant's
Certificate of Incorporation limits a director's monetary liability to the
Registrant or its stockholders for breach of fiduciary duty, except for
situations entailing bad faith, intentional misconduct, unlawful dividend
payments or stock repurchases, acquisition of improper personal benefit or
breach of duty of loyalty. Future amendments to such provisions of Delaware
law will automatically be applied to the Registrant without any requirement of
stockholder approval. Consequently, such amendments could result in the
expansion of directors' protections under such exculpation provisions without
additional consideration by stockholders. As a result of inclusion of this
provision, stockholders may be unable to recover monetary damages against
directors for actions which constitute negligence or gross negligence or which
are in violation of their fiduciary duties, although it may be possible to
obtain injunctive or other equitable relief with respect to such actions. If
equitable remedies are found not to be available to stockholders for any
particular case, stockholders may not have any effective remedy against the
challenged conduct. Thus, directors have a personal stake, at the potential
expense of stockholders, in such exculpation provisions of the Registrant's
Certificate of Incorporation. Such exculpation provisions would
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not limit directors' liability for violation of the federal securities laws.
Such provisions also do not apply to officers who are not directors of the
Registrant.
Article XIII of the Bylaws of the Registrant provides that each director
and officer of the Registrant, whether then in office or not (and such person's
heirs and administrators), shall be reimbursed by the Registrant to the full
extent permitted by Section 145 of the General Corporation Law of the State of
Delaware for all reasonable expenses incurred by or imposed upon him or her in
connection with, or resulting from, any action, suit or proceeding to which he
or she may be made a party by reason of such person being or having been a
director or officer of the Registrant or any of its subsidiaries, or any other
corporation, at the request of the Registrant. Article XIII of the Registrant's
Bylaws also provides that the Registrant may make such reimbursement in the
event of a settlement of any such action, suit or proceeding prior to final
adjudication when such settlement appears to be in the interest of the
Registrant.
Article XIII of the Registrant's Bylaws also provides that the rights to
indemnification and the payment of expenses provided thereby shall not be
exclusive of any other right which any person may have or acquire under any
statute, provision of the Registrant's Certificate of Incorporation or Bylaws,
or otherwise. Any repeal or modification of such indemnification provisions
shall not adversely affect any right or protection of a director or officer
with respect to any conduct of such director or officer occurring prior to such
repeal or modification.
The Registrant intends to maintain insurance, at its expense, to protect
itself and any of its directors, officers, employees or agents covered thereby
against any expense, liability or loss, whether or not the Registrant would
have the power to indemnify such person against such expense, liability or loss
under the Delaware law, so long as such insurance is available at reasonable
rates.
The Registrant has entered into an Indemnification Agreement (herein so
called) with each of its directors and officers. The Indemnification Agreement
provides to the directors of the Registrant, and to the others with whom it may
be entered into, substantially broader indemnity rights than provided under the
present indemnity provision contained in the Registrant's Bylaws. A
significant difference is that, under the Indemnification Agreement, indemnity,
unlimited in amount, is provided to directors and officers to the fullest
extent permitted by law for judgments and amounts paid in settlement of actions
against them by or on behalf of the Registrant, while under the existing Bylaw
provision, indemnity in such action is not provided except for expenses under
certain conditions. The Indemnification Agreement will not, however, indemnify
any director for fraudulent or willful misconduct or for liabilities relating
to certain violations of federal or state securities laws.
The standard of conduct required of the director or officer for
indemnification under the Indemnification Agreement remains the same as is
currently prescribed by law. However, the provisions relating to the
determination of whether a person is entitled to indemnification are more
expansive than under the current Bylaw provision by making the Registrant
responsible for all costs associated with the determination, establishing time
limits within which the
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determination must be made and establishing procedures for testing the
reasonableness of incurred expenses against which the officer or director will
be indemnified. The Indemnification Agreement also provides directors and
officers with protections during the determination process in the event there
is a change in control of the Registrant or its Board of Directors, and grants
directors and officers certain rights to appeal a denial of indemnification to
stockholders of the Registrant or to a court of competent jurisdiction. A
director or officer will be deemed to have satisfied the requisite standard of
conduct if his actions were based upon the records of the Registrant, or upon
information supplied by the officers of the Registrant, legal counsel, outside
accountants or appraisers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits furnished pursuant to Item 601 of Regulation S-K are listed
on the Exhibit Index attached hereto preceding immediately the exhibits 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;
(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) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
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(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 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 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.
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
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 Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
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 Arlington, State of Texas, on
December 12, 1997.
TANDY BRANDS ACCESSORIES, INC.
By: /S/ J.S.B. Jenkins
----------------------------------------
J.S.B. Jenkins, President,
Chief Executive Officer and Director
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints J.S.B. Jenkins and Stanley T. Ninemire, and each of them, 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 any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such 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, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature and Title Date
------------------- ----
/s/ J.S.B. Jenkins December 12, 1997
- -----------------------------------
J.S.B. Jenkins
President, Chief Executive Officer and
Director (Principal Executive Officer)
/s/ James F. Gaertner December 12, 1997
- -----------------------------------
James F. Gaertner
Chairman of the Board
/s/ C.A. Rundell, Jr. December 12, 1997
- -----------------------------------
C.A. Rundell, Jr.
Director
/s/ Robert E. Runice December 12, 1997
- -----------------------------------
Robert E. Runice
Director
/s/ Maxine K. Clark December 12, 1997
- -----------------------------------
Maxine K. Clark
Director
/s/ Gene Stallings December 12, 1997
- -----------------------------------
Gene Stallings
Director
/s/ Stanley T. Ninemire December 12, 1997
- -----------------------------------
Stanley T. Ninemire
Senior Vice President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Incorporated by Reference
(If applicable)
-----------------------------------------
Exhibit Number and Description Form Date Reg. No. Exhibit
- ------------------------------ --- -------- -------- -------
<S> <C> <C> <C> <C>
(4) Instruments defining the rights
of security holders, including
indentures
4.1 Certificate of
Incorporation of Tandy
Brands Accessories, Inc. S-1 11/02/90 33-37588 3.1
4.2 Certificate of Designations,
Powers, Preferences and
Rights of Series A Junior
Participating Cumulative
Preferred Stock of Tandy
Brands Accessories, Inc. S-1 11/02/90 33-37588 4.1
4.3 Form of Common Stock
certificate of Tandy
Brands Accessories, Inc. S-1 11/02/90 33-37588 4.2
4.4 Form of Preferred Share
Purchase Rights certificate
of Tandy Brands
Accessories, Inc. S-1 11/02/90 33-37588 4.3
4.5 Rights Agreement dated
November 7, 1990,
between Tandy Brands
Accessories, Inc.
and First National
Bank of Boston S-1 11/02/90 33-37588 10.5
(5) Opinion regarding legality
5.1 Opinion of Winstead
Sechrest & Minick P.C. N/A N/A N/A N/A
</TABLE>
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<TABLE>
<CAPTION>
Incorporated by Reference
(If applicable)
------------------------------------
Exhibit Number and Description Form Date Reg. No. Exhibit
- ------------------------------ ---- ---- -------- -------
<S> <C> <C> <C> <C>
(23) Consents of experts and
counsel N/A N/A N/A N/A
23.1 Consent of
Ernst & Young LLP N/A N/A N/A N/A
23.2 Consent of Winstead
Sechrest & Minick P.C.
(included in Exhibit 5.1) N/A N/A N/A N/A
(24) Power of attorney
24.1 Power of Attorney
(included on Page II-7) N/A N/A N/A N/A
(99) Additional exhibits
99.1 Tandy Brands Accessories,
Inc. 1997 Stock Option Plan 10-Q 9/30/97 0-18927 10.23
</TABLE>
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<PAGE> 1
EXHIBIT 5.1
[Letterhead of Winstead Sechrest & Minick P.C. appears here]
(214)745-5255
December 12, 1997
Tandy Brands Accessories, Inc.
690 East Lamar Boulevard, Suite 200
Arlington, Texas 76011
Gentlemen:
Tandy Brands Accessories, Inc., a Delaware corporation (the
"Company"), is today transmitting for filing with the Securities and Exchange
Commission (the "Commission") a Form S-8 Registration Statement (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), with respect to the registration of 622,500 additional shares (the
"Shares") of common stock, $1.00 par value per share (the "Common Stock"), of
the Company which may be issued pursuant to the Tandy Brands Accessories, Inc.
1997 Stock Option Plan, the Tandy Brands Accessories, Inc. Nonqualified Formula
Stock Option Plan for Non-Employee Directors and the Tandy Brands Accessories,
Inc. Stock Purchase Program (as Amended and Restated effective October 18,
1991) (collectively, the "Plans").
In rendering the opinion expressed herein, we have examined the
following:
(i) the Plans;
(ii) the Certificate of Incorporation of the Company and
all amendments thereto;
(iii) the Bylaws of the Company, as amended;
(iv) minutes of meetings or unanimous consents in lieu of
meetings of the Company's board of directors and
stockholders; and
(v) such other corporate records and documents,
certificates of corporate and public officials and
statutes as we have deemed necessary for the purposes
of this opinion.
In such examination, we have assumed the genuineness of all
signatures, the authenticity of all corporate records, documents and
instruments submitted to us as originals, the conformity
<PAGE> 2
Tandy Brands Accessories, Inc.
December 12, 1997
Page 2
to original documents of all documents submitted to us as conformed, certified
or photostatic copies thereof, and the authenticity of the originals of such
photostatic, certified or conformed copies. We have assumed compliance both in
the past and in the future with the terms of the Plans by the Company and its
employees, officers, Board of Directors and any committee and/or trustee
appointed to administer the Plans.
Based upon the foregoing and in reliance thereon, we are of the
opinion that the Shares, when distributed pursuant to and in accordance with
the terms of the respective Plan, will be validly issued, fully paid and
nonassessable shares of Common Stock.
This firm consents to the filing of this opinion with the Commission
as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not
admit that we come within the category of persons whose consent is required by
Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
WINSTEAD SECHREST & MINICK P.C.
By: /s/ DARREL A. RICE
------------------------------
Darrel A. Rice
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to 1) the 1997 Stock Option Plan, 2) the Nonqualified
Formula Stock Option Plan for Non-Employee Directors, and 3) the Stock Purchase
Program (as amended and restated effective October 18, 1991) of Tandy Brands
Accessories, Inc. of our reports dated August 7, 1997, with respect to the
consolidated financial statements of Tandy Brands Accessories, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
June 30, 1997, and the related financial statement schedule included therein,
filed with the Securities and Exchange Commission.
Fort Worth, Texas /s/ ERNST & YOUNG LLP
December 11, 1997
