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As filed with the Securities and Exchange Commission on June 2, 2000
Registration No. 333 - _________________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TANDY BRANDS ACCESSORIES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 75-2349915
(State or other jurisdiction of (I.R.S. Employer Identification Code)
incorporation or organization)
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690 EAST LAMAR BLVD., SUITE 200, ARLINGTON, TEXAS 76011
(Address of principal executive offices) (zip code)
TANDY BRANDS ACCESSORIES, INC.
EMPLOYEES INVESTMENT PLAN
(Full title of the plan)
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)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Registered(1) Per Share(2) Offering Price(2) Fee(2)
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<S> <C> <C> <C> <C>
Common Stock, $1.00 par value per
share 100,000 $6.50 $650,000 $172
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(1) Pursuant to Rule 416(c), this registration statement also covers an
indeterminate amount of plan interests.
(2) Calculated pursuant to paragraphs (c) and (h) of Rule 457, based upon the
average of the high and low prices of the common stock on May 31, 2000 (as
reported on the Nasdaq National Market).
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EXPLANATORY NOTE
On June 17, 1991, Tandy Brands Accessories, Inc. (the "Registrant")
filed a registration statement on Form S-8 (registration no. 33-41262) relating
to the Tandy Brands Accessories, Inc. Employees Investment Plan (the "Plan").
The Plan is being amended and restated to add a 401(k) retirement savings
feature. By this registration statement, the Registrant is registering shares of
its common stock, $1.00 par value per share, to be purchased pursuant to the
Plan. The contents of the earlier plan registration statement are incorporated
by reference into this registration statement.
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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant and the Plan incorporate by reference into this
registration statement the following documents filed with the Securities and
Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the year ended
June 30, 1999;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1999, December 31, 1999 and March
31, 2000;
(c) The Registrant's Current Reports on Form 8-K filed on November
2, 1999 and February 25, 2000.
(d) The description of the Registrant's common stock, par value
$1.00 per share (the "Common Stock"), contained in the
Registrant's registration statement on Form 8-A filed by the
Registrant with the Commission pursuant to Section 12 of the
Securities Exchange Act of 1934 (the "Exchange Act"),
including any amendments or reports filed for the purpose of
updating such description; and
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(e) The Plan's Annual Report on Form 11-K for the year ended June
30, 1999.
All documents filed by the Registrant and the Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The Registrant's Common Stock has been registered under
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
DELAWARE GENERAL CORPORATION LAW ("DGCL")
Section 145(a) of the DGCL provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) 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 as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he 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.
Section 145(b) of the DGCL provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor 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 as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he 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 except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all
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the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Section 145(c) of the DGCL provides that to the extent that a present
or former director or officer of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.
Section 145(d) of the DGCL provides that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in subsections (a) and (b) of Section 145. Such
determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, (3) if there
are no such directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (4) by the stockholders.
Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145. Such
expenses (including attorneys' fees) incurred by former directors and officers
or other employees and agents may be so paid upon such terms and conditions, if
any, as the corporation deems appropriate.
CERTIFICATE OF INCORPORATION
The Certificate of Incorporation of the Registrant provides that a
director of the Registrant shall not be personally liable to the Registrant 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 Registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) in respect of certain unlawful dividend payments or stock purchases
or redemptions or (iv) for any transaction from which the director derived an
improper personal benefit. If the DGCL is amended to authorize the further
elimination or limitation of the liability of directors, the liability of a
director of the Registrant, in addition to the limitation on personal liability
provided in the Certificate of Incorporation, will be limited to the fullest
extent permitted by the DGCL, as so amended. Further, any repeal or modification
of such provision of the Certificate of Incorporation by the stockholders of the
Registrant will be prospective only, and will not adversely affect any
limitation on the personal liability of a director of the Registrant existing at
the time of such repeal or modification.
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BYLAWS
The Bylaws of the Registrant provide that each person who was or is
made a party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or a person of whom he is the legal
representative, is or was or has agreed to become a director or officer of the
Registrant or is or was serving or has agreed to serve at the request of the
Registrant as a director or officer, whether the basis of such proceedings is
alleged action in an official capacity as a director or officer or in any other
capacity while serving or having agreed to serve as a director or officer, shall
be indemnified and held harmless by the Registrant to the fullest extent
authorized by Section 145 of the DGCL, as in effect or as it may be amended from
time to time, against all reasonable expenses incurred by, imposed upon or
resulting from any action, suit or proceeding to which he may be made a party by
reason of his being or having been a director or officer of the Registrant or
any of its subsidiaries, or of any other corporation at the request of the
Registrant. Such indemnity shall inure to the benefit of his heirs, executors
and administrators. The Registrant may also make such reimbursement in the event
of a settlement of any such action, suit or proceedings prior to final
adjudication when such settlement appears to be in the interest of the
Registrant.
INDEMNIFICATION AGREEMENTS
The Registrant has also entered into Indemnification Agreements
pursuant to which it has agreed to indemnify certain of its directors and
officers against judgments, claims, damages, losses and expenses incurred as a
result of the fact that any director or officer, in his capacity as such, is
made or threatened to be made a party to any suit or proceeding. Such persons
will be indemnified to the fullest extent now or hereafter permitted by the
DGCL. The Indemnification Agreements also provide for the advancement of certain
expenses to such directors and officers in connection with any such suit or
proceeding.
INSURANCE
The Registrant has obtained a directors' and officers' liability
insurance policy insuring its directors and officers against certain losses
resulting from wrongful acts committed by them in their capacities as directors
and officers of the Registrant, including liabilities arising under the
Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
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Exhibit Number Description
<S> <C>
4.1 Certificate of Incorporation of the
Registrant. Incorporated herein by
reference to Exhibits 3.1 and 4.1 to
Registrant's registration statement
on Form S-1 filed on November 2,
1990 (No. 33-37588)
4.2 Bylaws of the Registrant.
Incorporated herein by reference to
Exhibit 3.2 to Registrant's
registration statement on Form S-1
filed on November 2, 1990 (No.
33-37588)
4.3 Amended and Restated Rights
Agreement dated as of October 19,
1999 between the Registrant and
BankBoston, N.A., as rights agent.
Incorporated herein by reference to
Exhibit 4 to Registrant's Current
Report on Form 8-K filed on November
2, 1999
23.1 Consent of Ernst & Young LLP
23.2 Consent of Whitley Penn
24.1 Power of Attorney (included on
page 8)
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In lieu of filing an opinion of counsel or an Internal Revenue Service
determination letter as required by Item 601(b)(5)(ii) of Regulation S-K, the
Registrant undertakes to submit the Plan, as amended and restated effective July
1, 2000, to the IRS in a timely manner and will make all changes required by the
IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code.
ITEM 9. UNDERTAKINGS.
(1) The Registrant hereby undertakes:
(a) 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 this
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 this Registration Statement;
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iii) to include any material information with respect
to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if 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 Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(b) 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.
(c) 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.
(2) 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 this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) 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 of 1933 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, Tandy Brands Accessories, Inc. 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, hereunto duly authorized, in the City of Arlington, State of Texas,
on May 31, 2000.
TANDY BRANDS ACCESSORIES, INC.
By: /s/ J.S.B. Jenkins
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J.S.B. Jenkins, President,
Chief Executive Officer
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.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 31, 2000.
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Signature and Title
/s/ J.S.B. Jenkins
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J.S.B. Jenkins
President, Chief Executive Officer and
Director (Principal Executive Officer)
/s/ James F. Gaertner
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James F. Gaertner
Director
Chairman of the Board
/s/ Marvin J. Girouard
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Marvin J. Girouard
Director
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Colombe M. Nicholas
Director
/s/ C.A. Rundell, Jr.
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C.A. Rundell, Jr.
Director
/s/ Gene Stallings
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Gene Stallings
Director
/s/ Stanley T. Ninemire
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Stanley T. Ninemire
Senior Vice President, Chief Financial Officer
and Assistant Secretary
(Principal Financial and Accounting Officer)
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THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the administrator of the Plan 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 May 31, 2000.
TANDY BRANDS ACCESSORIES, INC.
EMPLOYEES INVESTMENT PLAN
By: Tandy Brands Accessories, Inc.
Plan Administrative Committee
By: /s/ J.S.B. Jenkins
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J.S.B. Jenkins
Member of Plan Administrative
Committee
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EXHIBIT INDEX
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<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Certificate of Incorporation of the Registrant.
Incorporated herein by reference to Exhibits 3.1 and 4.1 to
Registrant's registration statement on Form S-1 filed on
November 2, 1990 (No. 33-37588)
4.2 Bylaws of the Registrant. Incorporated herein by reference
to Exhibit 3.2 to Registrant's registration statement on
Form S-1 filed on November 2, 1990 (No. 33-37588)
4.3 Amended and Restated Rights Agreement dated as of October
19, 1999 between the Registrant and BankBoston, N.A., as
rights agent. Incorporated herein by reference to Exhibit 4
to Registrant's Current Report on Form 8-K filed on
November 2, 1999
23.1 Consent of Ernst & Young LLP
23.2 Consent of Whitley Penn
24.1 Power of Attorney (included on page 8)
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