As filed with the Securities and Exchange Commission on June 28, 1996
Registration No. 33-
- --------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
-----------------------------
THE LEATHER FACTORY, INC.
(Name of registrant as specified in its charter)
Delaware 75-2543540
(State or other jurisdiction of (I.R.S. Employer)
incorporation or organization) Identification No.)
3847 East Loop 820 South
Fort Worth, Texas 76119
(817) 496-4414
(Address and telephone number of
principal executive offices and place of business)
-----------------------------
THE 1995 DIRECTOR NON-QUALIFIED STOCK OPTION PLAN OF
THE LEATHER FACTORY, INC.
THE 1995 STOCK OPTION PLAN OF
THE LEATHER FACTORY, INC.
(Full title of the plans)
-----------------------------
JOHN TITTLE, JR.
Treasurer and Chief Financial Officer
The Leather Factory, Inc.
3847 East Loop 820 South
Fort Worth, Texas 76119
(817) 496-4414
(Name, address and telephone number,
including area code, of agent for service)
-----------------------------
copies to:
BRIAN D. BARNARD
Haynes and Boone, L.L.P.
1300 Burnett Plaza
801 Cherry Street
Fort Worth, Texas 76102
(817) 347-6605
-----------------------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
-----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Offering Price Per Aggregate Offering Registration Fee
Registered Share Price
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,100,000 shares <F1> 2,709,630<F1> $934.36
$0.0024 par value
- ---------------------------------------------------------------------------------------------------------------------
<FN>
<F1> The following stock options have been granted under The Leather Factory,
Inc. Stock Option Plans: (i) options to purchase an aggregate of 506,000
shares were granted on September 26, 1995 having an exercise price of
$3.0625 per share and (ii) options to purchase an aggregate of 2,000 shares
were granted on May 22, 1996 having an exercise price of $2.0625 per share.
With respect to the remaining 592,000 shares registered hereby, 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 on the basis of the
average high and low sale prices for The Leather Factory, Inc.'s Common
Stock reported on the American Stock Exchange on June 25, 1996 ($1.9525 per
share).
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby states that (i) the documents listed in (a) and (b)
below are incorporated by reference in this Registration Statement and (ii) all
documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder 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.
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1996;
(c) The description of the Registrant's Common Stock, $0.0024 par value,
contained in the Registrant's Registration Statement on Form 8-B, filed with the
Securities and Exchange Commission on August 16, 1994, pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended, including any amendment or
report filed for the purpose of updating such description.
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 General Corporation Law of the State of Delaware empowers a
corporation, subject to certain limitations, to indemnify its directors and
officers against expenses (including attorneys' fees), judgments, fines and
certain settlements actually and reasonably incurred by them in connection with
any suit or proceeding to which they are a party so long as they acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to a criminal action or
proceeding, so long as they had no reasonable cause to believe their conduct was
unlawful.
II-1
<PAGE>
The Bylaws of the Registrant require indemnification by the Registrant of
its officers and directors to the fullest extent permitted by law, and permits
the Board of Directors to indemnify, at its discretion, other employees or
agents of the Registrant to the extent permitted by law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed on the accompanying Exhibit Index, which immediately
precedes such exhibits, are filed or incorporated by reference as a part of this
Registration Statement and such Exhibit Index.
Item 9. Undertakings.
The undersigned hereby undertakes:
(1) To file, during any period in which it offers or sells, 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 hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
(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 (1)(i) and (1)(ii) do not apply to the
Registrant, if this 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 incorporated by reference from periodic reports filed
by the Registrant under the Securities Exchange Act of 1934 in this
Registration Statement;
(2) For determining any liability under the Securities Act of 1933, treat
each post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering; and
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
II-2
<PAGE>
The undersigned registrant hereby undertakes that, for the 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 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.
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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Fort Worth, State of Texas, on June 28, 1996.
THE LEATHER FACTORY, INC.
By: /s/ Wray Thompson
-------------------------------------
Wray Thompson, Chairman of the Board,
President, and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of The Leather Factory, Inc., a
Delaware corporation, do hereby constitute and appoint John Tittle, Jr. and
William M. Warren, and each of them, the lawful attorneys and agents, with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted included the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms all that said
attorneys and agents, or any of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
II-4
<PAGE>
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.
Signature Title Date
- --------------------------------------------------------------------------------
/s/ John Tittle, Jr. Chief Financial Officer, June 28, 1996
- ---------------------------- Treasurer, Principal
John Tittle, Jr. Accounting Officer, and
Director
/s/ Wray Thompson Chairman of the Board June 28, 1996
- ----------------------------
Wray Thompson
/s/ Ronald C. Morgan Director June 28, 1996
- ----------------------------
Ronald C. Morgan
/s/ Robin L. Morgan Director June 28, 1996
- ----------------------------
Robin L. Morgan
/s/ William M. Warren Director June 28, 1996
- ---------------------------
William M. Warren
/s/ Luther A. Henderson Director June 28, 1996
- ----------------------------
Luther A. Henderson
/s/ Robert M. Rough Director June 28, 1996
- ----------------------------
Robert M. Rough
/s/ H. W. Markwardt Director June 28, 1996
- ----------------------------
H. W. Markwardt
II-5
<PAGE>
THE LEATHER FACTORY, INC. AND SUBSIDIARIES
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
4.1 The 1995 Director Non-Qualified Stock Option Plan of The Leather
Factory, Inc., filed as Exhibit 10.16 to the Quarterly Report on Form
10-QSB of The Leather Factory, Inc. (Commission File No. 1-12368)
filed with the Securities and Exchange Commission on November 10,
1995, and incorporated by reference herein.
4.2 The Stock Option Agreement of the 1995 Director Non-Qualified Stock
Option Plan of The Leather Factory, Inc., filed as Exhibit 10.16 to
the Quarterly Report on Form 10-QSB of The Leather Factory, Inc.
(Commission File No. 1-12368) filed with the Securities and Exchange
Commission on November 10, 1995, and incorporated by reference herein.
4.3 The 1995 Stock Option Plan of The Leather Factory, Inc., filed as
Exhibit 10.17 to the Quarterly Report on Form 10-QSB of The Leather
Factory, Inc. (Commission File No. 1-12368) filed with the Securities
and Exchange Commission on November 10, 1995, and incorporated by
reference herein.
4.4 The Incentive Stock Option Agreement of the 1995 Stock Option Plan of
The Leather Factory, Inc., filed as Exhibit 10.17 to the Quarterly
Report on Form 10-QSB of The Leather Factory, Inc. (Commission File
No. 1-12368) filed with the Securities and Exchange Commission on
November 10, 1995, and incorporated by reference herein.
4.5 The Non-Qualified Stock Option Agreement of the 1995 Stock Option Plan
The Leather Factory, Inc., filed as Exhibit 10.17 to the Quarterly
Report on Form 10-QSB of The Leather Factory, Inc. (Commission File
No. 1-12368) filed with the Securities and Exchange Commission on
November 10, 1995, and incorporated by reference herein.
5.1* Opinion of Haynes and Boone, L.L.P.
23.1* Consent of Arthur Andersen LLP dated June 26, 1996.
23.2* Consent of Haynes and Boone, L.L.P. (contained in Exhibit 5.1)
24.1* Powers of Attorney (included on signature page)
- ---------------
*Filed herewith.
II-6
</TABLE>
EXHIBIT 5.1
<PAGE>
June 27, 1996
The Leather Factory, Inc.
3847 East Loop 820 South
Fort Worth, Texas
Gentlemen:
We have acted as special counsel to The Leather Factory, Inc., a Delaware
corporation (the "Company'), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") filed with the
Securities and Exchange Commission, under the Securities Act of 1933, as
amended, relating to the registration of 1,100,000 shares of Common Stock, par
value $.0024 per share (the "Common Stock"), of the Company that may be issued
pursuant to the 1995 Director Non-Qualified Stock Option Plan of The Leather
Factory, Inc. and the 1995 Stock Option Plan of The Leather Factory, Inc.
(collectively, the "Plans").
In connection therewith, we have examined (i) the Certificate of Incorporation
and the Bylaws of the Company, each as amended; (ii) minutes and records of the
corporate proceedings of the Company with respect to the adoption of the Plans
and the granting of stock options thereunder; (iii) certificates of certain
officers and directors of the Company; (iv) the Plans and the forms of stock
option agreements pertaining thereto; and (v) such other documents as we have
deemed necessary for the expression for the opinions contained herein.
In making the foregoing examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies. Furthermore, we have assumed that the exercise
prices of all stock options that may be granted under the Plans will equal or
exceed the par value per share of the Common Stock. As to questions of fact
material to this opinion, where such facts have not been independently
established, and as to the content and form of the Certificate of Incorporation
(as amended), Bylaws (as amended), minutes, records, resolutions and other
documents or writings of the Company, we have relied, to the extent we deem
reasonably appropriate, upon representations or certificates of officers or
directors of the Company and upon documents, records and instruments furnished
to us by the Company, without independent check or verification of their
accuracy.
<PAGE>
Leather Factory, Inc.
June 27, 1996
Page 2
Based upon the foregoing and having due regard for such legal considerations as
we deem relevant, we are of the opinion that 1,100,000 shares of Common Stock
covered by the Registration Statement which may be issued from time to time
pursuant to the exercise of options duly granted or which may be duly granted in
accordance with the terms for the Plans have been duly authorized for issuance
by the Company, and, when so issued in accordance with the terms and conditions
of the Plans and the related option agreements upon the valid exercise of
options granted pursuant to the Plans, will be validly issued, fully paid and
nonassessable.
The opinions expressed herein are specifically limited to the laws of the United
States of America and the corporate laws of the state of Delaware.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement.
Very truly yours,
Haynes and Boone, L.L.P.
f:0064841.01
EXHIBIT 23.1
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 covering The 1995 Director
Non-Qualified Stock Option Plan of The Leather Factory, Inc. and The 1995 Stock
Option Plan of The Leather Factory, Inc. of our report dated February 16, 1996,
included in The Leather Factory, Inc.'s Form 10-KSB for the year ended December
31, 1995, and to all references to our firm included in this registration
statement.
/s/ Arthur Andersen LLP
Fort Worth, Texas
June 26, 1996
<PAGE>
