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As filed with the Securities and Exchange Commission on November 2, 1999
File No.__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A / A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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TANDY BRANDS ACCESSORIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2349915
(State of incorporation or organization) (I.R.S. Employer Identification No.)
690 EAST LAMAR BOULEVARD, SUITE 200 76011
ARLINGTON, TEXAS (Zip Code)
(Address of principal executive offices)
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If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
Rights to Purchase Series A Junior NASDAQ
Participating Cumulative Preferred Stock
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On October 19, 1999, the Board of Directors of the Registrant (the
"Board") authorized the amendment and restatement of its stockholder rights
plan, dated as of November 7, 1990, resulting in an Amended and Restated Rights
Agreement, dated as of October 19, 1999 (the "Amended Rights Agreement"),
between the Registrant and Bank Boston, N.A., as rights agent.
The Amended Rights Agreement was adopted in the normal course of
updating and extending the predecessor stockholder rights plan which was
scheduled to expire on December 31, 2000 and not in response to any acquisition
proposal.
In the Amended Rights Agreement, the Registrant has extended the
expiration date of its stockholder rights plan to October 19, 2009, and has
amended it to reflect prevailing stockholder rights plan terms. These amendments
included, without limitation, the following: (a) the threshold beneficial
ownership level of the common stock which triggers (i) the exercise of the
rights, (ii) the "flip-in" feature of the rights and (iii) the "flip-over"
feature of the rights has been reduced from 20% to 15%; (b) the threshold
beneficial ownership level of the common stock sought in a commenced or in an
announced tender or exchange offer that triggers the exercisability of the
rights has been lowered from 25% to 15%; (c) the exercise price for the purchase
of 1/100th share of the Registrant's Series A Junior Participating Cumulative
Preferred Stock, par value $1.00 per share, has been increased from $36.00 to
$70.00; (d) an exchange provision has been added which provides that the Board
may elect to exchange the Rights (as defined in the Amended Rights Agreement) in
whole or in part, for shares of Common Stock of the Registrant at an exchange
ratio of one share of Common Stock per Right; and (e) the continuing director
provision in the predecessor stockholder rights plan has been omitted from the
Amended Rights Agreement.
A copy of the Amended Rights Agreement is attached hereto as Exhibit 4
and is incorporated herein by reference. The foregoing discussion does not
purport to be complete and is qualified in its entirety by reference to such
Exhibit.
ITEM 2. EXHIBITS
Exhibit 4 Form of Amended and Restated Rights Agreement dated
as of October 19, 1999, between the Registrant and
BankBoston, N.A., as rights agent, (incorporated by
reference to Exhibit 4 to the Current Report on Form
8-K filed by the Registrant with the Securities and
Exchange Commission on November 2, 1999).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Company has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
TANDY BRANDS ACCESSORIES, INC.
By: /s/ J.S.B. Jenkins
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J.S.B. Jenkins, President
Date: November 2, 1999
