<PAGE> 1
As filed with the Securities and Exchange Commission on January 7, 2000
Registration No.
-----------------
================================================================================
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)
DELAWARE 75-2349915
(State or other jurisdiction of (I.R.S. Employer Identification Code)
incorporation or organization)
690 EAST LAMAR BLVD., SUITE 200, ARLINGTON, TEXAS 76011
(Address of principal executive offices) (zip code)
TANDY BRANDS ACCESSORIES, INC. 1997 EMPLOYEE
STOCK OPTION PLAN
AND
TANDY BRANDS ACCESSORIES, INC. NONQUALIFIED
FORMULA STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(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>
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Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $1.00 par value per
share 326,000 $14.125* $4,604,750* $1,216
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</TABLE>
* Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended.
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 January 4, 2000 (as reported on the National Market System of the
National Association of Securities Dealers Automated Quotation System).
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INFORMATION INCORPORATED BY REFERENCE
We have previously filed with the Securities and Exchange Commission the
following registration statements on Form S-8 under the Securities Act of 1933,
as amended:
(1) Form S-8 Registration Statement (File No. 33-41262) with respect to 270,093
shares of our common stock, $1.00 par value per share, 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;
(2) Form S-8 Registration Statement (File No. 33-46814) with respect to 122,887
shares of our common stock offered pursuant to the Tandy Brands
Accessories, Inc. Stock Purchase Program;
(3) Form S-8 Registration Statement (File No. 33-75114) with respect to 257,000
shares of our common stock offered pursuant to the Tandy Brands
Accessories, Inc. Nonqualified Formula Stock Option Plan for Non-Employee
Directors;
(4) Form S-8 Registration Statement (File No. 33-91996) with respect to 701,125
shares of our common stock offered pursuant to the Tandy Brands
Accessories, Inc. Stock Purchase Program and the Tandy Brands Accessories,
Inc. 1991 Stock Option Plan;
(5) Form S-8 Registration Statement (File No. 333-08579) with respect to 50,000
shares of our common stock offered pursuant to the Tandy Brands
Accessories, Inc. 1995 Stock Deferral Plan for Non-Employee Directors; and
(6) Form S-8 Registration Statement (File No. 333-4162) with respect to 622,500
shares of our common stock offered pursuant to the Tandy Brands
Accessories, Inc. 1997 Employee Stock Option Plan.
The contents of such earlier registration statements are incorporated herein by
reference.
EXHIBITS
The following exhibits are furnished pursuant to Item 601 of Regulation
S-K:
<TABLE>
<CAPTION>
Incorporated by Reference
Sequentially (If applicable)
Numbered -------------------------------------
Exhibit Number and Description Page Form Date File No. Exhibit
- ------------------------------ ---- ---- ---- -------- -------
<S> <C> <C> <C> <C>
(5) Opinion regarding legality
5.1 Opinion of Winstead
Sechrest & Minick P.C. N/A N/A N/A N/A
</TABLE>
2
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<TABLE>
<S> <C> <C> <C> <C>
(23) Consents of experts and counsel
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 4) N/A N/A N/A N/A
(99) Additional Exhibits
99.1 Amendment to Tandy Brands Accessories, Inc.
Nonqualified Formula Stock Option
Plan for Non-Employee Directors N/A N/A N/A N/A
99.2 Amendment to Tandy Brands Accessories, Inc. 1997
Employee Stock Option Plan N/A N/A N/A N/A
</TABLE>
3
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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 December 31, 1999.
TANDY BRANDS ACCESSORIES, INC.
By: /s/ J.S.B. Jenkins
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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.
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.
<TABLE>
<CAPTION>
Signature and Title Date
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<S> <C>
/s/ J.S.B. Jenkins December 31, 1999
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J.S.B. Jenkins
President, Chief Executive Officer and
Director (Principal Executive Officer)
/s/ James F. Gaertner December 31, 1999
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James F. Gaertner
Director
Chairman of the Board
</TABLE>
4
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<TABLE>
<S> <C>
/s/ Maxine K. Clark December 31, 1999
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Maxine K. Clark
Director
/s/ Marvin J. Girouard December 31, 1999
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Marvin J. Girouard
Director
/s/ Colombe M. Nicholas December 31, 1999
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Colombe M. Nicholas
Director
/s/ C.A. Rundell, Jr. December 31, 1999
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C.A. Rundell, Jr.
Director
/s/ Gene Stallings December 31, 1999
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Gene Stallings
Director
/s/ Stanley T. Ninemire December 31, 1999
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Stanley T. Ninemire
Senior Vice President, Chief Financial Officer
and Assistant Secretary
(Principal Financial and Accounting Officer)
</TABLE>
5
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Incorporated by Reference
Sequentially (If applicable)
Numbered -----------------------------------
Exhibit Number and Description Page Form Date File No. Exhibit
- ------------------------------ ---- ---- ---- -------- -------
<S> <C> <C> <C> <C> <C>
(5) Opinion regarding legality
5.1 Opinion of Winstead
Sechrest & Minick P.C. N/A N/A N/A N/A
(23) Consents of experts and counsel
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 N/A N/A N/A N/A
(included on Page 4)
(99) Additional Exhibits
99.1 Amendment to Tandy Brands Accessories, Inc.
Nonqualified Formula Stock Option
Plan for Non-Employee Directors N/A N/A N/A N/A
99.2 Amendment to Tandy Brands Accessories, Inc. 1997
Employee Stock Option Plan N/A N/A N/A N/A
</TABLE>
<PAGE> 1
EXHIBIT 5.1
January 7, 2000
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 326,000 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 Employee Stock Option Plan,
as amended and the Tandy Brands Accessories, Inc. Nonqualified Formula Stock
Option Plan for Non-Employee Directors, as amended (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 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
<PAGE> 2
Tandy Brands Accessories, Inc.
January 7, 2000
Page 2
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 on
Form S-8 pertaining to the 1997 Employee Stock Option Plan and the Non-Qualified
Formula Stock Option Plan for Non-Employee Directors of Tandy Brands
Accessories, Inc. of our reports dated August 10, 1999, 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, 1999,
and the related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Fort Worth, Texas
January 3, 2000
<PAGE> 1
EXHIBIT 99.1
AMENDMENT NO. 2 TO THE
TANDY BRANDS ACCESSORIES, INC.
NONQUALIFIED FORMULA STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
Pursuant to the authority of the Board of Directors of Tandy Brands
Accessories, Inc. (the "Company"), and the provisions of Section 3.4 thereof,
the Tandy Brands Accessories, Inc. Nonqualified Formula Stock Option Plan for
Non-Employee Directors is, subject to the approval of the stockholders of the
Company, hereby amended effective as of July 1, 1999, in the following respects
only:
(1) Article I, Section 1.4, is hereby amended in its entirety to read as
follows:
"1.4 Stock Subject to the Plan. Subject to adjustment as provided in
Section 3.1 hereof, the stock to be offered under the Plan shall be
treasury shares or shares of the Company's authorized but unissued Common
Stock (hereinafter collectively called "Stock"). The aggregate number of
shares of Stock to be issued upon exercise of all options granted under the
Plan shall not exceed 150,500 shares, subject to adjustments as set forth
in Sections 3.1 and 3.2 hereof. If any option granted hereunder shall lapse
or terminate for any reason without having been fully exercised, the shares
subject thereto shall again be available for purposes of the Plan."
(2) Article II, Section 2.1, subsections (a) and (b) are hereby amended in
their entirety, to read as follows:
"(a) On the effective date of this Plan, each incumbent Non-Employee
Director shall be granted an option to purchase 3,000 shares of Stock.
Thereafter, on the day a Non-Employee Director is first elected or
appointed to the Board, such Non-Employee Director shall be granted an
option to purchase 1,000 shares of Stock.
(b) Concurrently with each regular annual election of the Board which
occurs after the initial grant in paragraph (a) above, each Non-Employee
Director (other than the Chairman of the Board) who was previously elected
to the Board and who continues to serve in such capacity shall be granted
an option to purchase 2,500 shares of Stock. Concurrently with each regular
annual election of the Board which occurs after the initial grant in
paragraph (a) above, the Chairman of the Board shall be granted an option
to purchase 4,425 shares of Stock."
<PAGE> 2
(3) Article II, Section 2.4, is hereby amended in its entirety, to read as
follows:
"2.4 Vesting and Exercise of Options.
(a) Subject to Section 3.2 hereof, an option granted pursuant to
Section 2.1(a) hereof shall become fully exercisable, to the extent of
one hundred percent (100%) of the shares with respect to which the
option is granted, effective immediately upon the grant date.
(b) Subject to Section 3.2 hereof, an option granted pursuant to
Section 2.1(b) hereof shall become fully exercisable to the extent of
one hundred percent (100%) of the shares with respect to which the
option is granted, six (6) months from the grant date thereof.
(c) The purchase price of the Stock purchased upon exercise of an
option shall be paid in full in cash or by check at the time of each
exercise of an option; provided, however, that if the Option Agreement
so provides and upon receipt of all regulatory approvals, the person
exercising the option may deliver in payment of a portion or all of the
purchase price certificates for Common Stock of the Company, which
shall be valued at the Fair Market Value of such Stock on the date of
exercise of the option. No options shall be exercisable except in
respect of whole shares of Stock. No share of Stock purchased upon
exercise of an option may be sold prior to the end of the six (6)-month
period beginning on the grant date."
IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the
foregoing instrument comprising Amendment No. 2 to the Tandy Brands Accessories,
Inc. Nonqualified Formula Stock Option Plan for Non-Employee Directors , the
Company has caused these presents to be duly executed in its name and behalf by
its proper officers thereunto duly authorized as of this 1st day of July, 1999.
TANDY BRANDS ACCESSORIES, INC.
By: /s/ J.S.B. Jenkins
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<PAGE> 1
EXHIBIT 99.2
AMENDMENT NO. 1 TO THE
TANDY BRANDS ACCESSORIES, INC.
1997 EMPLOYEE STOCK OPTION PLAN
Pursuant to the authority of the Board of Directors of Tandy Brands
Accessories, Inc. (the "Company"), and the provisions of Section 13 thereof,
the Tandy Brands Accessories, Inc. 1997 Employee Stock Option Plan is, subject
to the approval of the stockholders of the Company, hereby amended effective as
of July 1,1999, in the following respects only:
(1) Section 6, subsection (a), is hereby amended to read as follows:
"(a) Subject to the provisions of Section 11 of this Plan,
the aggregate number of shares of Stock for which Options may be
granted shall not exceed 575,000 shares. The shares to be delivered
upon exercise of Options shall be made available, at the discretion of
the Committee, either from the authorized but unissued shares or from
previously issued and reacquired shares of Stock held by the Company
as treasury shares."
(2) Section 7, subsection (c), is hereby amended to read as follows:
"(c) Exercise of Option. Subject to subsections (e) and (f)
below, the Option and any right related thereto, if exercisable by the
optionee, may be exercised (subject however, to the provisions of
Section 9) only if the optionee has been an employee of the Company at
all times during the period beginning with the Date of Grant of the
Option and ending on the day three (3) months before the date of such
exercise; provided however, that in the case of an optionee who
terminates employment with the Company due to total and permanent
disability, the three (3) months shall be extended to twelve (12)
months in the case of Incentive Stock Options and thirty-six (36)
months in the case of Nonqualified Options; and further provided, that
upon the retirement of any optionee, the three (3) months shall be
extended to thirty-six (36) months in the case of Nonqualified
Options. Upon the retirement of any optionee, the Committee may in its
discretion accelerate the dates at which remaining installments of
Options may be exercised to the date of retirement. Options granted to
an employee under the Plan shall not be affected by any change of
duties or position so long as the optionee continues to be an employee
of the Company."
IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the
foregoing instrument comprising Amendment No. 1 to the Tandy Brands
Accessories, Inc. 1997 Employee
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Stock Option Plan, the Company has caused these presents to be duly executed in
its name and behalf by its proper officers thereunto duly authorized as of this
1st day of July, 1999.
TANDY BRANDS ACCESSORIES, INC.
By: /s/ J.S.B. Jenkins
----------------------------------------
Name: J.S.B. Jenkins
----------------------------------
Title: President and CEO
---------------------------------
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