8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
February 5, 2008

CRAFTMADE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State of incorporation) 000-26667
(Commission File No.) 75-2057054
(IRS Employer Identification No.)

650 South Royal Lane, Suite 100
Coppell, Texas 75019
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (972) 393-3800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 – Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 5, 2008, the board of directors (the “Board”) of Craftmade International, Inc. (the “Company”) and Mr. William E. Bucek, a director of the Company, entered into a consulting agreement (the “Agreement”) in which Mr. Bucek will (i) work with the Company’s senior management to oversee the successful integration of the recent acquisition of Woodard, LLC, (ii) work with the Company’s senior management to develop a strategic marketing and sales plan, (iii) assist the Board by evaluating the Company’s members of senior management to determine any candidates for Chief Executive Officer and (iv) help facilitate the retirement of James. R. Ridings from the position of Chief Executive Officer of the Company. The term of the agreement is until June 30, 2008.

Mr. Bucek, age 69, has served as a director of the Company since October 2002. He is the founder of Double B Foods, Inc., a Texas corporation, serving as President from 1971 until 1999, served as Chairman of the Board and Chief Executive Officer until 2007. Mr. Bucek has been a Director of Hill Bank & Trust, Weimar, Texas, since 1994. Mr. Bucek received a B.S. degree from Rice University in 1960.

Mr. Bucek will resign his positions as Chairman and member of the Company’s Nominating Corporate Governance Committee and as a member of the Audit Committee, Compensation Committee and Qualified Legal Compliance Committee of the Company. Mr. Lary Snodgrass will assume the role as Chairman of the Company’s Nominating and Corporate Governance committee.

The foregoing is a summary of the terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 99.1 hereto.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Consulting agreement dated February 5, 2008

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CRAFTMADE INTERNATIONAL, INC.
Date: February 11, 2008	By:	/s/ J. Marcus Scrudder
		J. Marcus Scrudder
		Chief Financial Officer

EX-99.1

Exhibit 99.1

February 5, 2008

Mr. William E. Bucek
1912 County Road 4120
Meridian, Texas 76665

Dear Bill:

     The board of directors (the “Board”) of Craftmade International, Inc. (the “Company”) recognizes the valuable experience that you have gained as chief executive officer of various companies involved in sales and manufacturing, including team-building skills and the effective evaluation of senior management personnel. The Board believes that your business expertise will assist the Company through various important transitions that it faces in coming months. Consequently, the Board has requested that you provide the Company with certain consulting services, the terms and conditions of which are set forth in this letter agreement (this “Agreement”).

1. Consulting Duties and Responsibilities. You agree to perform the following duties with respect to the Company during the term of this Agreement (the “Consulting Services”):

(a) Working with the Company’s senior management team to oversee the successful integration into the Company’s overall business of the assets of Woodard, LLC, which the Company purchased on January 2, 2008;

(b) Working with the Company’s senior management team to develop a strategic marketing and sales plan for the Company;

(c) Assisting the Board by evaluating the Company’s members of senior management to determine which such individuals, if any, should be considered by the Board as candidates for the position of Chief Executive Officer of the Company; and

(d) Facilitating the retirement of James R. Ridings from the position of Chief Executive Officer of the Company, to be effective June 30, 2008, by efforts to ensure a smooth transition regarding the Company’s operations.

     You agree to provide each of the members of the Board with a report on the progress of the Consulting Services at least weekly during the Term (as defined below). You may deliver your reports by e-mail or through conference telephone calls. The Board may expand your duties under this Agreement if you and the Board mutually agree upon additional items.

     Your provision of the Consulting Services will require you to spend significant time at the Company’s operating locations, including Coppell, Texas, Chicago, Illinois and Owosso, Michigan, as well as time as needed at the manufacturing facilities of the Company’s vendor in Mexico.

2. Term. This Agreement shall be effective as of February 1, 2008 and shall continue until June 30, 2008 (the “Term”). The Term of this Agreement may be extended if necessary by the mutual agreement of the parties hereto. This Agreement may be terminated for any reason or no reason upon 30 days’ written notice by either party hereto.

3. Compensation. In consideration of the Consulting Services, the Company shall pay you a fee of $12,500 per month during the Term. In addition, the Company shall issue you a Company credit card to pay your living expenses in the Dallas/Fort Worth area during the Term. The Company also shall reimburse you for all reasonable out-of-pocket costs and expenses incurred by you during the Term in providing the Consulting Services, including without limitation costs and expenses for travel, lodging and meals, if any, all in accordance with the Company’s reimbursement policies and procedures. Finally, the Company will make an in-kind payment to you of the Company’s products (to be determined by mutual agreement of the parties hereto) valued at $6,000 in payment for expenses incurred by you in connection with the acquisition of the assets of Woodard, LLC.

4. Director Status. You acknowledge that your provision of the Consulting Services will prevent you from maintaining your status as an independent director, as defined in part by the objective standards set forth in the NASDAQ Marketplace Rules. Accordingly, you hereby acknowledge your resignation from your positions as Chairman and member of the Company’s Nominating Corporate Governance and as a member of the Audit Committee, Compensation Committee and Qualified Legal Compliance Committee of the Company.

     Please indicate your acceptance of the above terms and conditions by signing and returning the enclosed copy of this Agreement as soon as possible.

Sincerely,
 

/s/ James. R. Ridings  

Craftmade International, Inc. 

Agreed as of February 5, 2008

/s/ William E. Bucek  

William E. Bucek