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FORM 8-A/A
(Amendment No. 1)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TANDYCRAFTS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 75-1475224
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1400 Everman Parkway, Fort Worth, Texas 76140
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(Address of principal executive offices) (Zip Code)
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If this form relates to the If this form relates to the registration
registration of a class of debt of a class of debt securities and is to become
securities and is effective upon filing effective simultaneously with the effectiveness
pursuant to the General Instruction A(c)(1) of a concurrent registration statement under the
please check the following box. [ ] Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the
following box. [ ]
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
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to be so registered each class is to be registered
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Rights to Purchase Common Stock, New York Stock Exchange
$1.00 Par Value
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
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On March 1, 2000, the Registrant amended its Rights Agreement
originally adopted on May 19, 1997 (the "Rights Agreement") between the
Registrant and ChaseMellon Shareholder Services, L.L.C., as rights agent, to
change the rights agent to First Chicago Trust Company of New York and to
eliminate those provisions (sometimes referred to as "deadhand" provisions) that
require that certain actions may only be taken by specifically defined
continuing directors. As a result of the amendment, decisions to be made
pursuant to the original Rights Agreement by such continuing directors will now
instead be made by a majority of the whole board of directors of the Registrant.
The Registrant also entered into an Assignment and Assumption of Rights
Agreement with First Chicago Trust Company of New York in connection with the
Amendment to Rights Agreement. Copies of the Amendment to Rights Agreement and
Assignment and Assumption of Rights Agreement are included as Exhibits 4.1 and
4.2 to this registration statement and are incorporated herein by reference.
Item 2. Exhibits
4.1 Amendment to Rights Agreement, dated as of March 1, 2000, between
Tandycrafts, Inc. and First Chicago Trust Company of New York, as Rights
Agent.
4.2 Assignment and Assumption of Rights Agreement between Tandycrafts, Inc. and
First Chicago Trust Company of New York, as Rights Agent.
2
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SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
TANDYCRAFTS, INC.
By: /s/ Russell L. Price
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Russell L. Price
General Counsel
Dated: March 14, 2000
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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4.1 Amendment to Rights Agreement
4.2 Assignment and Assumption Agreement
4
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EXHIBIT 4.1
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment"), dated as of
March 1, 2000, is between TANDYCRAFTS, INC., a Delaware corporation (the
"Company"), and FIRST CHICAGO TRUST COMPANY OF NEW YORK (the "Rights Agent"), at
the direction of the Company.
WHEREAS, the Company and CHASEMELLON SHAREHOLDER SERVICES, L.L.C., a
New Jersey limited liability company, a predecessor to the Rights Agent, entered
into a Rights Agreement dated as of May 19, 1997 (the "Rights Agreement");
WHEREAS, the Rights Agent has accepted assignment of the Rights
Agreement and has agreed to assume each and every right, duty, obligation and
interest of ChaseMellon Shareholder Services, L.L.C. under the Rights Agreement;
WHEREAS, Section 27 of the Rights Agreement permits the amendment of
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the Rights Agreement by the Board of Directors of the Company;
WHEREAS, pursuant to a resolution duly adopted on March 1, 2000, the
Board of Directors of the Company has adopted and authorized the amendment of
the Rights Agreement so that the Rights Agreement will, among other things, no
longer require certain action to be taken by "continuing directors";
WHEREAS, the Board of Directors of the Company has resolved and
determined that such amendment is desirable and consistent with, and for the
purpose of fulfilling, the objectives of the Board of Directors in connection
with the original adoption of the Rights Agreement;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. AMENDMENT OF SECTION 1.
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Section 1(h) of the Rights Agreement is hereby amended in its entirety
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to read as follows:
"(h) [intentionally left blank]."
All references in the Rights Agreement to "Continuing Directors" are deleted
mutatis mutandis.
Section 1(o) of the Rights Agreement is hereby amended in its entirety
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to read as follows:
"(o) "Requisite Majority" means, at any time, the affirmative
vote of a majority of the directors then in office."
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2. AMENDMENT OF SECTION 29.
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Section 29 of the Rights Agreement is amended by deleting (i) each
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occurrence of the phrase "(with, where specifically provided for in this
Agreement, the concurrence of the Continuing Directors)" in the second and third
sentences of said section and (ii) the phrase "or the Continuing Directors" in
the third sentence of said section.
3. AMENDMENT TO EXHIBIT B.
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Exhibit B to the Rights Agreement is amended by (i) deleting the last
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sentence of the second paragraph and replacing such sentence with the following:
"A majority of the directors may in their discretion vote to extend
the Distribution Date."
and (ii) deleting the portion of the seventh paragraph that states "(including a
majority of the Continuing Directors)."
4. EFFECTIVENESS.
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This Amendment to the Rights Agreement shall be effective as of the
date of this Amendment, and all references to the Rights Agreement shall, from
and after such time, be deemed to be references to the Rights Agreement as
amended hereby.
5. CERTIFICATION.
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The undersigned officer of the Company certifies by execution hereof
that this Amendment is in compliance with the terms of Section 27 of the Rights
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Agreement.
6. MISCELLANEOUS.
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This Amendment may be executed in any number of counterparts, each of
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument. If
any term, provision, covenant or restriction of this Amendment is held by a
court of competent jurisdiction or other authority to be invalid, illegal, or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date and year first above written.
TANDYCRAFTS, INC.
By: /s/ James D. Allen
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Name: James D. Allen
Title: President and Chief Operating Officer
FIRST CHICAGO TRUST COMPANY OF NEW YORK, as
Rights Agent
By: /s/ David Kang
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Name: David Kang
Title: Senior Account Manager
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EXHIBIT 4.2
ASSIGNMENT AND ASSUMPTION OF RIGHTS AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF RIGHTS AGREEMENT (this
"Assumption"), is between TANDYCRAFTS, INC., a Delaware corporation (the
"Company"), and FIRST CHICAGO TRUST COMPANY OF NEW YORK (the "Rights Agent").
WHEREAS, the Company and CHASEMELLON SHAREHOLDER SERVICES, L.L.C., a
New Jersey limited liability company, a predecessor to the Rights Agent, entered
into a Rights Agreement dated as of May 19, 1997 (the "Rights Agreement");
WHEREAS, subsequently, the Rights Agent succeeded ChaseMellon
Shareholder Services, L.L.C. as the Company's transfer agent;
WHEREAS, the Rights Agent wishes to document its acceptance,
assumption and assignment of the Rights Agreement and wishes to assume each and
every right, duty, obligation and interest of ChaseMellon Shareholder Services,
L.L.C. under the Rights Agreement;
NOW, THEREFORE, the parties agree as follows:
1. ASSUMPTION.
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The Rights Agent hereby agrees to perform and assumes each and every
right, duty, obligation and interest of ChaseMellon Shareholder Services, L.L.C.
under the Rights Agreement. The Rights Agent hereby accepts the assignment of
the Rights Agreement from ChaseMellon Shareholder Services, L.L.C.
2. EFFECTIVENESS.
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This Assumption shall be effective as of the date that Rights Agent
officially became the Company's transfer agent.
3. MISCELLANEOUS.
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This Assumption may be executed in any number of counterparts, each of
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument. If
any term, provision, covenant or restriction of this Assumption is held by a
court of competent jurisdiction or other authority to be invalid, illegal, or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Assumption shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this Assumption to
be duly executed as of the date and year first above written.
TANDYCRAFTS, INC.
By: /s/ James D. Allen
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Name: James D. Allen
Title: President and Chief Operating Officer
FIRST CHICAGO TRUST COMPANY OF NEW YORK, as
Rights Agent
By: /s/ David Kang
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Name: David Kang
Title: Senior Account Manager
