8-A12G/A

FORM 8-A/A

Amendment No. 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

CRAFTMADE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	75-2057054
(State of incorporation)	(IRS Employer Identification No.)
650 South Royal Lane, Suite 100, Coppell, Texas	75019
(Address of principal executive offices)	(Zip Code)

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
None	None

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. o

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. þ

Securities to be registered pursuant to Section 12(g) of the Act:

Rights to Purchase
Series A Preferred Stock

(Title of class)

     This Amendment No. 1 is being filed to amend and restate Item 1 to the Registration Statement on Form 8-A, filed July 9, 1999, by Craftmade International, Inc. (the “Company”), and to include as an exhibit to this Registration Statement the Amendment No. 1 to the Rights Agreement, dated June 9, 2009 by and between the Company and Computershare Trust Company, N.A., as successor to Harris Trust and Savings Bank, as Rights Agent (the “Rights Agent”). Except as amended hereby, there are no other changes to this Registration Statement.

     The Rights Agreement was amended to, among other things, (i) extend the term of the Rights Agreement to June 23, 2014, (ii) delete the definition of “Exempt Person,” (iii) appoint Computershare Trust Company, N.A. as the successor rights agent and (iv) update the addresses for notices sent pursuant to the Rights Agreement.

Item 1. Description of Securities To Be Registered

     On June 23, 1999, the Board of Directors of Craftmade International, Inc. (the “Company”) declared a dividend distribution of one Right for each outstanding share of the Company’s common stock, $0.01 par value (the “Common Stock”), to stockholders of record at the close of business on July 14, 1999. Each Right entitles the registered holder to purchase from the Company one one-thousandth (1/1,000) of a share of Series A Preferred Stock, par value $1.00 per share (the “Preferred Stock”), at a Purchase Price of $48.00 per one one-thousandth (1/1,000) of a share, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated June 23, 1999 between the Company and Harris Trust and Savings Bank, as Rights Agent, as amended by Amendment No. 1 to Rights Agreement dated June 9, 2009 between the Company and Computershare Trust Company, N.A., as successor to Harris Trust and Savings Bank (as amended, the “Rights Agreement”).

     Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. The Rights will separate from the Common Stock upon the earlier of (i) ten (10) business days following a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired, or obtained the right to acquire, beneficial ownership of fifteen percent (15%) or more of the outstanding shares of Common Stock (the “Stock Acquisition Date”), or (ii) ten (10) business days (or such later date as the Board of Directors shall determine) following the commencement of a tender or exchange offer that would result in a person or group beneficially owning fifteen percent (15%) or more of such outstanding shares of Common Stock. The date the Rights separate is referred to as the “Distribution Date.”

     Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after July 19, 1999 will contain a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued.

     The Rights are not exercisable until the Distribution Date and will expire at the close of business on June 23, 2014, unless earlier redeemed by the Company as described below.

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     As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates will represent the Rights. Except in connection with shares of Common Stock issued or sold pursuant to the exercise of stock options under any employee plan or arrangements, or upon the exercise, conversion or exchange of securities hereafter issued by the Company, or as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights.

     In the event that (i) the Company is the surviving corporation in a merger or other business combination with an Acquiring Person (or any associate or affiliate thereof) and its Common Stock remains outstanding and unchanged, (ii) any person shall acquire beneficial ownership of more than fifteen percent (15%) of the outstanding shares of Common Stock (except pursuant to (A) certain consolidations or mergers involving the Company or sales or transfers of the combined assets, cash flow or earning power of the Company and its subsidiaries or (B) an offer for all outstanding shares of Common Stock at a price and upon terms and conditions which the Board of Directors determines to be in the best interests of the Company and its stockholders), or (iii) there occurs a reclassification of securities, a recapitalization of the Company or any of certain business combinations or other transactions (other than certain consolidations and mergers involving the Company and sales or transfers of the combined assets, cash flow or earning power of the Company and its subsidiaries) involving the Company or any of its subsidiaries which has the effect of increasing by more than one percent (1%) the proportionate share of any class of the outstanding equity securities of the Company or any of its subsidiaries beneficially owned by an Acquiring Person (or any associate or affiliate thereof), each holder of a Right (other than the Acquiring Person and certain related parties) will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events described in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. The events described in this paragraph are referred to as “Flip-in Events.”

     For example, at a Purchase Price of $48.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties or transferees) following an event set forth in the preceding paragraph would entitle its holder to purchase $96.00 worth of Common Stock (or other consideration, as noted above) for $48.00. Assuming that the Common Stock had a per share market price of $12.00 at such time, the holder of each valid Right would be entitled to purchase eight shares of Common Stock for $48.00.

     In the event that, at any time following the Stock Acquisition Date, (i) the Company shall enter into a merger or other business combination transaction in which the Company is not the surviving corporation, (ii) the Company is the surviving corporation in a consolidation, merger or similar transaction pursuant to which all or part of the outstanding shares of Common Stock are changed into or exchanged for stock or other securities of any other person or cash or any other property or (iii) more than 50% of the combined assets, cash flow or earning power of the Company and its subsidiaries is sold or transferred (in each case other than certain consolidations with, mergers with and into, or sales of assets, cash flow or earning power by or to subsidiaries of the Company as specified in the Rights Agreement), each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the Purchase Price of the Right. The events described in this paragraph are referred to

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as “Flip-over Events.” Flip-in Events and Flip-over Events are referred to collectively as “Triggering Events.”

     The Purchase Price payable, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) if holders of the Preferred Stock are granted certain rights, options or warrants to subscribe for Preferred Stock or securities convertible into Preferred Stock at less than the current market price of the Preferred Stock, or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness, cash (excluding regular quarterly cash dividends), assets (other than dividends payable in Preferred Stock) or subscription rights or warrants (other than those referred to in (ii) immediately above).

     With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least one percent (1%) of the Purchase Price. No fractional shares of Preferred Stock are required to be issued (other than fractions which are integral multiples of one one-thousandth (1/1,000) of a share of Preferred Stock) and, in lieu thereof, the Company may make an adjustment in cash based on the market price of the Preferred Stock on the trading date immediately prior to the date of exercise.

     At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more of the outstanding shares of Common Stock, the Board of Directors of the Company may, without payment of the Purchase Price by the holder, exchange the Rights (other than Rights owned by such person or group, which will become void), in whole or in part, for shares of Common Stock at an exchange ratio of one-half (1/2) the number of shares of Common Stock (or in certain circumstances Preferred Stock) for which a Right is exercisable immediately prior to the time of the Company’s decision to exchange the Rights (subject to adjustment).

     At any time until the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (payable in cash, shares of Common Stock or other consideration deemed appropriate by the Board of Directors). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $0.001 redemption price.

     Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of an acquiring company as set forth above or in the event that the Rights are redeemed.

     Other than those provisions relating to the principal economic terms of the Rights, any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company at any time during the period in which the Rights are redeemable. At any time when the Rights are no longer redeemable, the provisions of the Rights Agreement may be amended by the Board only if such amendment does not adversely affect the interest of holders of Rights (excluding the interest of any Acquiring Person); provided, however, that no amendment may cause the Rights again to become redeemable.

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     A copy of the Rights Agreement specifying the terms of the Rights, the form of Certificate of Designation, Preferences and Rights of Series A Preferred Stock and the form of Rights Certificate are filed herewith as Exhibits and are incorporated herein by reference. Copies of the Rights Agreement are also available free of charge from the Rights Agent. The foregoing description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement.

Item 2. Exhibits

1	Rights Agreement, dated as of June 23, 1999, by and between Craftmade International, Inc. and Harris Trust and Savings Bank, as Rights Agent, including exhibits thereto.*
1(a)	Amendment No. 1 to Rights Agreement, dated as of June 9, 2009, by and between Craftmade International, Inc. and Computershare Trust Company, N.A., as Rights Agent.**
2	Form of Certificate of Designation, Preferences and Rights of Series A Preferred Stock of Craftmade International, Inc. (attached as Exhibit 1 to the Rights Agreement previously filed as Exhibit 1 hereto).*
3	Form of Rights Certificate (attached as Exhibit 2 to the Rights Agreement previously filed as Exhibit 1 hereto).*

*	Previously filed as an exhibit to Craftmade International, Inc.’s Registration Statement on Form 8-A, filed July 9, 1999 and incorporated herein by reference.
**	Filed herewith.

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	CRAFTMADE INTERNATIONAL, INC.
June 15, 2009	By:	/s/ J. Marcus Scrudder
		Name:	J. Marcus Scrudder
		Title:	Chief Executive Officer

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Index to Exhibits

1	Rights Agreement, dated as of June 23, 1999, by and between Craftmade International, Inc. and Harris Trust and Savings Bank, as Rights Agent, including exhibits thereto.*
1(a)	Amendment No. 1 to Rights Agreement, dated as of June 9, 2009, by and between Craftmade International, Inc. and Computershare Trust Company, N.A., as Rights Agent.**
2	Form of Certificate of Designation, Preferences and Rights of Series A Preferred Stock of Craftmade International, Inc. (attached as Exhibit 1 to the Rights Agreement previously filed as Exhibit 1 hereto).*
3	Form of Rights Certificate (attached as Exhibit 2 to the Rights Agreement previously filed as Exhibit 1 hereto).*

*	Previously filed as an exhibit to the Registration Statement on Form 8-A, filed July 9, 1999 and incorporated herein by reference.
**	Filed herewith.

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EX-99.1(A)

Exhibit 1(a)

AMENDMENT NO. 1 TO RIGHTS AGREEMENT

     This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (the “Amendment”) is made as of June 9, 2009 between CRAFTMADE INTERNATIONAL, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., as successor to HARRIS TRUST AND SAVINGS BANK (the “Rights Agent”).

     WHEREAS, the Company and Harris Trust and Savings Bank entered into a Rights Agreement dated as of June 23, 1999 (the “Rights Agreement”), relating to the Rights; and

     WHEREAS, on June 23, 1999, the Board of Directors of the Company authorized and declared, effective June 23, 1999, a dividend distribution of one Right (as hereinafter defined) for each share of Common Stock (as defined in the Rights Agreement) of the Company outstanding at the close of business on July 19, 1999, and has authorized the issuance of one Right for each share of Common Stock of the Company issued between the Record Date (as defined in the Rights Agreement) (whether originally issued or delivered from the Company’s treasury) and the Distribution Date (as defined in the Rights Agreement), each Right initially representing the right to purchase one one-thousandth of a share of Series A Preferred Stock of the Company having the rights, powers and preferences set forth in the form of Certificate of Designation, Preferences and Rights attached to the Rights Agreement, upon the terms and subject to the conditions set forth in the Rights Agreement (the “Rights”); and

     WHEREAS, Section 27 of the Rights Agreement provides, that for so long as the Rights are redeemable, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Rights Agreement without the approval of any holders of Common Stock or Rights Certificates (as defined in the Rights Agreement); provided, however, that the Company may only amend the Rights Agreement to extend the Final Expiration Date (as defined in the Rights Agreement) prior to the Stock Acquisition Date (as defined in the Rights Agreement) or announcement of a tender offer or exchange that would result in a person being the beneficial owner of greater than 15% of the Company’s Common Stock; and

     WHEREAS, neither the Distribution Date, the Stock Acquisition Date or such a commencement of a tender offer or exchange has occurred; and

     WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement to extend the Final Expiration Date of the Rights to June 23, 2014 and delete the definition of “Exempt Person”;

     WHEREAS, ComputerShare Investor Services, LLC has succeeded to the rights and obligations of Harris Trust and Savings Bank under the Rights Agreement and the Company desires to amend the Rights Agreement to reflect the successor Rights Agent; and

     WHEREAS, pursuant to Section 27 of the Rights Agreement, on June 9, 2009, the Board of Directors of the Company approved an amendment to the Rights Agreement effective June 9, 2009;

     NOW THEREFORE, in consideration of the premises and the agreements set forth herein and in the Rights Agreement, the parties hereby agree as follows:

     Section 1. Definition of Acquiring Person. Section 1(a) of the Rights Agreement is hereby amended in its entirety to read as follows:

     “(a) “Acquiring Person” shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 15% or

more of the shares of Common Stock then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, or (iv) any Person who becomes an Acquiring Person solely as a result of a reduction in the number of shares of Common Stock outstanding due to the repurchase of shares of Common Stock by the Company, unless and until such Person shall purchase or otherwise become (as a result of actions taken by such Person or its Affiliates or Associates) the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock. Notwithstanding the foregoing, if (i) the Board of Directors of the Company determines in good faith that a Person who would otherwise be an Acquiring Person, as defined pursuant to the foregoing provisions of this paragraph, has become such inadvertently (including, without limitation, because (A) such Person was unaware that it beneficially owned a percentage of Common Stock that would otherwise cause such Person to be an Acquiring Person, or (B) such Person was aware of the extent of its Beneficial Ownership of Common Stock but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement) and without any intention of changing or influencing control of the Company, and (ii) within ten Business Days of being requested by the Company to advise it regarding the same, such Person certifies to the Company that such Person acquired shares of Common Stock in excess of 14.99% inadvertently or without knowledge of the terms of the Rights and who, together with all Affiliates and Associates, thereafter does not acquire additional shares of Common Stock and within ten Business Days of being requested by the Company to do so disposes of the portion of such Common Stock in excess of 14.99%, then such Person shall not be deemed to be or to have become an Acquiring Person for any purposes of this Agreement; provided, however, that if the Person requested to so certify fails to do so within ten Business Days of the Company’s request or such Person fails to dispose of such Common Stock in excess of 14.99% within ten Business Days of the Company’s request, then such Person shall become an Acquiring Person immediately after such ten Business Day period.”

     Section 2. Definition of Exempt Person. Section 1(s) of the Rights Agreement is hereby amended in its entirety to read as follows:

     “(s) Intentionally Omitted.”

     Section 3. Extension of Final Expiration Date. Section 1(u) of the Rights Agreement is hereby amended in its entirety to read as follows:

     “(u) “Final Expiration Date” shall mean the Close of Business on June 23, 2014.”

     Section 4. Appointment of Agent. Section 2 of the Rights Agreement is hereby amended to add the following to the end of the second sentence thereof:

     “, upon ten (10) days’ prior written notice to the Rights Agent. The Rights Agent shall have no duty to supervise, and shall in no event be liable for, the acts or omissions of any such Co-Rights Agent.”

     Section 5. Change of Rights Agent. The first sentence of Section 21 of the Rights Agreement is hereby amended in its entirety to read as follows:

     “The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon thirty (30) calendar days’ notice in writing mailed to the Company, and to each transfer agent of the Common Stock and Preferred Stock, by registered or certified mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent (or an affiliate of the Rights Agent) terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice.”

     Section 6. Successor Rights Agent. The Company hereby appoints Computershare Trust Company, N.A. as rights agent pursuant to Section 21 of the Rights Agreement, to serve in that capacity for the consideration and subject to all of the terms and conditions of the Rights Agreement. Computershare Trust Company, N.A. hereby accepts the appointment as rights agent pursuant to Section 21 of the Rights Agreement and agrees to serve in that capacity for the consideration and subject to all of the terms and conditions of the Rights Agreement. From and after the effective date hereof, each and every reference in the Rights Agreement to a “Rights Agent” shall be deemed to be a reference to Computershare Trust Company, N.A.

     Section 7. Notice Provision. Section 26 of the Rights Agreement is hereby amended to provide that notices or demands shall be addressed as follows (until another address is filed):

If to the Company:	Craftmade International, Inc. 650 South Royal Lane, Suite 100 Coppell, Texas 75019 Attention: Chief Executive Officer Telecopier: (972) 304-3754
If to the Rights Agent:	Computershare Trust Company, N.A. 2 North LaSalle Street Chicago, Illinois 60602 Attention: Client Services

     Section 8. Force Majeure. The Rights Agreement is hereby amended to insert a new Section 35, as follows:

     “Section 35. Force Majeure. Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.”

     Section 9. No Further Amendment. Except as expressly amended by this Amendment, the Rights Agreement shall remain in full force and effect as the same was in effect immediately prior to the date of this Amendment.

     Section 10. Governing Law. This Agreement, each Right and each Rights Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.

     Section 11. Counterparts. This Amendment may be executed in any number of counterparts and 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.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

			CRAFTMADE INTERNATIONAL, INC.
Attest:
By:	J. Marcus Scrudder		By:	/s/ C. Brett Burford
	Name:	J. Marcus Scrudder		Name:	C. Brett Burford
	Title:	Chief Executive Officer		Title:	Chief Financial Officer and Secretary
			COMPUTERSHARE TRUST COMPANY, N.A.
Attest:
By:	/s/ Jeff Seiders		By:	/s/ Dennis V. Moccia
	Name:	Jeff Seiders		Name:	Dennis V. Moccia
	Title:	Relationship Manager		Title:	Manager, Contract Administration