-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GbkRbO6kd+duLQlIoEmkw50lw112Dy2puIhVvDezWd7pHBwBueOlG8A6AoRBeUJa gMACccxbKbfshlcdvWu2hA== 0000950134-98-000256.txt : 19980116 0000950134-98-000256.hdr.sgml : 19980116 ACCESSION NUMBER: 0000950134-98-000256 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980115 EFFECTIVENESS DATE: 19980115 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRAFTMADE INTERNATIONAL INC CENTRAL INDEX KEY: 0000856250 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRICAL APPLIANCES, TV & RADIO SETS [5064] IRS NUMBER: 752057054 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-44337 FILM NUMBER: 98507855 BUSINESS ADDRESS: STREET 1: 2700 112TH ST CITY: GRAND PRAIRIE STATE: TX ZIP: 75050 BUSINESS PHONE: 2146478099 MAIL ADDRESS: STREET 1: 2700 112TH ST CITY: GRAND PRARIE STATE: TX ZIP: 75050 S-8 1 FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 15, 1998 REGISTRATION NO. 333-________ ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- CRAFTMADE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 75-2057054 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 650 SOUTH ROYAL LANE, SUITE #100 COPPELL, TEXAS 75019-1037 (Address of principal executive offices, including Zip Code) OPTION TO PURCHASE COMMON STOCK OF CRAFTMADE INTERNATIONAL, INC. FOR KENNETH CANCIENNE OPTION TO PURCHASE COMMON STOCK OF CRAFTMADE INTERNATIONAL, INC. FOR MICHAEL TIMS (Full title of the plan) -------------------- KENNETH M. CANCIENNE CHIEF FINANCIAL OFFICER CRAFTMADE INTERNATIONAL, INC. 650 SOUTH ROYAL LANE, SUITE #100 COPPELL, TEXAS 75019-1037 (972) 393-3800 (Name, address and telephone number, including area code, of agent for service) Copy to: BRIAN D. BARNARD HAYNES AND BOONE, LLP SUITE 2200 201 MAIN STREET FORT WORTH, TEXAS 76102 (817) 347-6600 CALCULATION OF REGISTRATION FEE
========================================================================================================================= Proposed Maximum Proposed Maximum Amount of Title of Each Class Amount to be Offering Price Per Aggregate Offering Registration of Securities to be Registered Registered Share (1) Price (1) Fee - ------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share . . . . . . . . . . . 45,000 shares $11.34 $510,300 $150.54 =========================================================================================================================
(1) Estimated pursuant to Rule 457(h)(1) solely for the purpose of calculating the registration fee, based upon the average of the high and low price of the Common Stock, as registered on the Nasdaq National Market, on January 13, 1998. ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by Craftmade International, Inc. (hereinafter referred to as the "Registrant" or the "Company") with the Securities and Exchange Commission are incorporated herein by reference: (a) (i) The Annual Report on Form 10-K for the fiscal year ended June 30, 1997, of the Registrant (Commission File No. 1-10471), filed with the Securities Exchange Commission on September 23, 1997. (ii) The Quarterly Report on Form 10-Q for the period ended September 30, 1997, of the Registrant (Commission File No. 1-10471) filed with the Securities Exchange Commission on October 24, 1997. (b) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement filed on Form 8-A (Commission File No. 1-10471) as filed with the Commission on February 27, 1990. (c) All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. 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 Company is a Delaware corporation. Section 145 of the Delaware General Corporation Law ("DGCL") generally provides that a corporation is empowered to indemnify any person who was or is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in any of such capacities of another corporation or other enterprise, if such director, officer, employee or agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Such statute provides further that the indemnification permitted thereunder shall not be deemed exclusive of any other rights to which such persons may be entitled under any bylaw, vote of stockholders or disinterested directors or otherwise. Article Ninth of the Certificate of Incorporation of the Company, as amended, provides that the Company shall indemnify to the fullest extent permitted by Section 145 of the DGCL any director or officer of the Company who is a party or who is threatened to be made a party to any proceeding which is a threatened, pending or completed action or suit brought against said officer or director in his official capacity. The Company shall not indemnify any director or officer in any action or suit, threatened, pending or completed, brought by him against the Company, in the event the officer or director is not the prevailing party. Indemnification of any other persons, such as employees or agents of the Company, or serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall be determined in the sole and absolute discretion of the Board of Directors of the Company. Article Eighth of the Certificate of Incorporation of the Company provides that a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty - 2 - 3 as a director except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived any improper personal benefit. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The exhibits to this registration statement are listed in the Exhibit Index elsewhere herein. ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, 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 the registration statement (or the most recent post-effective amendment thereof) 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 (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for 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. (c) 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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the final adjudication of such issue. - 3 - 4 SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, the Registrant 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, thereunto duly authorized, in the City of Coppell, State of Texas, on the 14th day of January, 1998. CRAFTMADE INTERNATIONAL, INC. By: /s/ JAMES R. RIDINGS ------------------------------------ James R. Ridings Chairman of the Board, President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of James R. Ridings and Kenneth M. Cancienne, 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, execute and file with the Securities and Exchange Commission and any state securities regulatory board or commission any documents relating to the proposed issuance and registration of the securities offered pursuant to this Registration Statement on Form S-8 under the Securities Act of 1933, as amended, including any amendment or amendments relating thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said 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 in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done. In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 was signed by the following persons in the capacities stated below on the 14th day of January, 1998:
SIGNATURE TITLE --------- ----- /s/ James R. Ridings Chairman of the Board, President - ----------------------------------------------- Chief Executive Officer and Director James R. Ridings (Principal Executive Officer) /s/ Kenneth M. Cancienne Chief Financial Officer and Director - ----------------------------------------------- (Principal Financial and Kenneth M. Cancienne Accounting Officer) /s/ Clifford Crimmings Director - ----------------------------------------------- Clifford Crimmings /s/ Jerry E. Kimmel Director - ----------------------------------------------- Jerry E. Kimmel /s/ A. Paul Knuckley Director - ----------------------------------------------- A. Paul Knuckley
5 INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT - ----------- ------- 4.1 -- Certificate of Incorporation of the Company, filed as Exhibit 3(a)(2) to the Company's Post Effective Amendment No. 1 to Form S-18 (File No. 33-33594) and incorporated by reference therein. 4.2* -- Certificate of Amendment of Certificate of Incorporation of the Company dated March 24, 1992. 4.3 -- Amended and Restated Bylaws of the Company, filed as Exhibit 3(b)(2) to the Company's Post Effective Amendment No. 1 to Form S-18 (File No. 33-33594-FW) and incorporated by reference therein. 4.4 -- Specimen Common Stock Certificate, filed as Exhibit 4(a) to the Company's Registration Statement on Form S-18 (File No. 33-33594-FW) and incorporated by reference therein. 4.5* -- Option to Purchase Common Stock of Craftmade International, Inc. for Kenneth Cancienne, dated December 31, 1992. 4.6* -- Option to Purchase Common Stock of Craftmade International, Inc. for Michael Tims, dated December 31, 1992. 5.1* -- Opinion of Haynes and Boone, LLP. 23.1* -- Consent of Price Waterhouse LLP. 23.2* -- Consent of Haynes and Boone, LLP (included in 5.1). 24.1* -- Power of Attorney (included on signature page). - -------------------------
* Filed herewith. EX-4.2 2 CERTIFICATE OF AMENDMENT OF CERTIFICATE-3/24/92 1 EXHIBIT 4.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION CRAFTMADE INTERNATIONAL, INC. Craftmade International, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the Board of Directors of the Corporation, by the unanimous written consent of its members and filed with the minutes of the Corporation, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation: RESOLVED, that the Certificate of Incorporation of Craftmade International, Inc. be amended by changing Article FOURTH thereof, so that, as amended, said Article shall be read as follows: FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is as follows: 15,000,000 shares of Common Stock, $.01 par value per share. 2,000,000 shares of Preferred Stock, $1.00 par value per share. The Board of Directors is authorized, subject to limitations prescribed by law and the provision of this Article FOURTH, to provide for the issuance of the shares of Preferred Stock in series, and to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences and relative, participating, optional or other special rights of the shares of each series and the qualifications, limitations or restrictions thereof. The authority of the Board with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following: 2 The number of shares constituting the series and the distinctive designation of the series; The dividend rate on the shares of the series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, or payments of dividends on shares of the series; Whether the series will have voting rights, and, if so, the terms of the voting rights; Whether the series will have conversion privileges, and, if so, the terms and conditions of the conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors determines; Whether or not the shares of the series will be redeemable, and, if so, the terms and conditions of redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; Whether the series shall have a sinking fund for the redemption or purchase of shares of the series, and, if so, the terms and amount of the sinking fund; The rights of the shares of the series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights or priority, if any, of payment of shares of the series; and Any other relative terms, rights, preferences and limitations, if any, of the series as the Board of Directors may lawfully fix under the laws of the State of Delaware as in effect at the time of the creation of such series. SECOND: That in lieu of a meeting and vote of stockholders, the holders of outstanding shares of Common Stock having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted have given their written consent to said amendment in accordance with the provisions 2 3 of Section 228 of the General Corporation Law of the State of Delaware. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and Section 228 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by James Ridings, its President, and attested by Terry Culbertson, its Secretary this 24th day of March, 1992. CRAFTMADE INTERNATIONAL, INC. [SEAL] By: /s/ JAMES R. RIDINGS -------------------------- James Ridings, President ATTEST: By: /s/ TERRY CULBERTSON --------------------------- Terry Culbertson, Secretary 3 EX-4.5 3 OPTION TO PURCHASE COMMON STOCK-KENNETH CANCIENNE 1 EXHIBIT 4.5 OPTION TO PURCHASE COMMON STOCK OF CRAFTMADE INTERNATIONAL, INC. This is to certify that KENNETH CANCIENNE ("Optionee") is entitled, subject to the terms and conditions hereinafter set forth, to purchase 15,000 shares of Common Stock, par value $.01 per share (the "Common Shares"), of CRAFTMADE INTERNATIONAL, INC., a Delaware corporation (the "Company"), from the Company at the price per share and on the terms set forth herein and to receive a certificate for the Common Shares so purchased on presentation and surrender to the Company with the subscription form attached, duly executed and accompanied by payment of the purchase price of each share purchased either in cash or by certified or bank cashier's check payable to the order of the Company. The purchase rights represented by this Option are exercisable with respect to 5,000 Common Shares commencing July 1, 1993 through and including June 30, 1998, and with respect to 10,000 Common Shares commencing July 1, 1994 through and including June 30, 1999 at a price per Common Share of $6 9/16. The purchase rights represented by this Option are exercisable at the option of the registered owner hereof in whole at any time, or in part from time to time, within the period specified; provided, however, that such purchase rights shall not be exercisable with respect to a fraction of a Common Share. In case of the purchase of less than all the Common Shares purchasable under this Option, the Company shall cancel this Option on surrender hereof and shall execute and deliver a new Option of like tenor and date for the balance of the shares purchasable hereunder. The Company agrees at all times to reserve or hold available a sufficient number of Common Shares to cover the number of shares issuable on exercise of this and all other Options of like tenor then outstanding. This Option shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company, or to any other rights whatever except the rights herein expressed and such as are set forth, and no dividends shall be payable or accrue in respect of this Option or the interest represented hereby or the Common Shares purchasable hereunder until or unless, and except to the extent that, this Option shall be exercised. 2 In the event that the outstanding Common Shares hereafter are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of merger, consolidation, other reorganization, recapitalization, reclassification, combination of shares, stock split-up or stock dividend: (a) The Aggregate number and kind of Common Shares subject to this Option shall be adjusted appropriately; (b) Rights under this Option, both as to the number of subject Common Shares and the Option price, shall be adjusted appropriately; and (c) Where dissolution or liquidation of the Company or any merger or combination in which the Company is not a surviving corporation is involved, this Option shall terminate, but the registered owner of this Option shall have the right, immediately prior to such dissolution, liquidation, merger or combination, to exercise his Option in whole or in part to the extent that it shall not have been exercised. The foregoing adjustments and the manner of application of the foregoing provisions may provide for the elimination of fractional share interests. All Options shall be fully vested and may be exercised by the Optionee upon the occurrence of the following events: (a) The acquisition by any individual or entity of the beneficial ownership of more than fifty percent (50%) of the issued and outstanding shares of the Company (excluding any shares which are the subject of options); and (b) Acceptance by the Company's Board of Directors of an offer to sell substantially all the assets of the Company in a transaction not in the ordinary course of the Company's business. In the event the Optionee's employment with the Company shall terminate as the result of normal retirement, total disability or early retirement, this Option (to the extent of the entire number of Common Shares covered by the Option whether or not such Common Shares had previously vested as of the date of termination) shall continue in effect until the conclusion of the five-year term thereof. If the Optionee dies while in the employ of the Company (to the extent of the entire number of Common Shares covered by the Option whether or not such Common Shares had previously vested at the date of Optionee's death), such Option may, within one year after the Optionee's death (or within such shorter period as may be 2 3 specified in the Option) be exercised by the person or persons to whom the Optionee's rights under the Option shall pass by will or by the applicable laws of descent and distribution; provided, however, that an Option may not be exercised to any extent by anyone after the expiration of the Option. In the event an Optionee's employment with the Company shall terminate as the result of any circumstance other than those referred to above, this Option granted to such Optionee (to the extent of the number of Common Shares covered by the Option which are vested as of the date of termination) shall be exercisable for a period of ninety (90) days following the date of termination. The Option and all rights hereunder shall not be transferable otherwise than by will or the laws of descent and distribution. The Company shall not be required to issue or deliver any certificate for Common Shares purchased on exercise of this Option or any portion thereof prior to fulfillment of all the following conditions: (a) The completion of any registration or other qualification of such shares under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other government regulatory body which is necessary; (b) The obtaining of any approval or other clearance from any federal or state government agency which is necessary; (c) The obtaining from the registered owner of the Option a representation in writing that he is acquiring such Common Shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of any part thereof, if the Options and the related shares have not been registered under the Securities Act of 1933, as amended (the "Act"); and (d) The placing on the certificate of an appropriate legend and the issuance of stop transfer instructions in connection therewith if this Option and the related shares have not been registered under the Act to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY THE SECURITY HOLDER NAMED HEREON THAT SAID SECURITIES HAVE BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION. FURTHERMORE, NO OFFER, SALE, TRANSFER, 3 4 PLEDGE OR HYPOTHECATION IS TO TAKE PLACE WITHOUT THE PRIOR WRITTEN APPROVAL OF COUNSEL OR THE ISSUER BEING AFFIXED TO THIS CERTIFICATE. THE TRANSFER AGENT HAS BEEN ORDERED TO EXECUTE TRANSFERS OF THIS CERTIFICATE ONLY IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS." IN WITNESS WHEREOF, the Company has caused this Option to be executed by the signatures of its duly authorized officers and the corporate seal hereunder affixed. CRAFTMADE INTERNATIONAL, INC. By: /s/ JAMES R. RIDINGS ------------------------- James R. Ridings, President ATTEST: /s/ TERRY CULBERTSON - --------------------------- Terry Culbertson, Secretary Dated: December 31, 1992. 4 5 SUBSCRIPTION FORM (To be executed by the registered holder to exercise the rights to purchase Common Shares evidenced by the within Option.) Craftmade International, Inc. 2700 112th Street Grand Prairie, Texas 75050 The undersigned hereby irrevocably subscribes for _____________ Common Shares pursuant to and in accordance with the terms and conditions of this Option, and herewith makes payment of $_____________ therefor, and requests that a certificate for such Common Shares be issued in the name of the undersigned and be delivered to the undersigned at the address stated below, and if such number of shares shall not be all of the shares purchasable hereunder, that a new Option of like tenor for the balance of the remaining Common Shares purchasable hereunder shall be delivered to the undersigned at the address stated below. Dated: Signed: ----------------------- ----------------------------- Address: ----------------------------- ----------------------------- ----------------------------- 5 EX-4.6 4 OPTION TO PURCHASE COMMON STOCK - MICHAEL TIMS 1 EXHIBIT 4.6 OPTION TO PURCHASE COMMON STOCK OF CRAFTMADE INTERNATIONAL, INC. This is to certify that MICHAEL TIMS ("Optionee") is entitled, subject to the terms and conditions hereinafter set forth, to purchase 15,000 shares of Common Stock, par value $.01 per share (the "Common Shares"), of CRAFTMADE INTERNATIONAL, INC., a Delaware corporation (the "Company"), from the Company at the price per share and on the terms set forth herein and to receive a certificate for the Common Shares so purchased on presentation and surrender to the Company with the subscription form attached, duly executed and accompanied by payment of the purchase price of each share purchased either in cash or by certified or bank cashier's check payable to the order of the Company. The purchase rights represented by this Option are exercisable with respect to 5,000 Common Shares commencing July 1, 1993 through and including June 30, 1998, and with respect to 10,000 Common Shares commencing July 1, 1994 through and including June 30, 1999 at a price per Common Share of $6 9/16. The purchase rights represented by this Option are exercisable at the option of the registered owner hereof in whole at any time, or in part from time to time, within the period specified; provided, however, that such purchase rights shall not be exercisable with respect to a fraction of a Common Share. In case of the purchase of less than all the Common Shares purchasable under this Option, the Company shall cancel this Option on surrender hereof and shall execute and deliver a new Option of like tenor and date for the balance of the shares purchasable hereunder. The Company agrees at all times to reserve or hold available a sufficient number of Common Shares to cover the number of shares issuable on exercise of this and all other Options of like tenor then outstanding. This Option shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company, or to any other rights whatever except the rights herein expressed and such as are set forth, and no dividends shall be payable or accrue in respect of this Option or the interest represented hereby or the Common Shares purchasable hereunder until or unless, and except to the extent that, this Option shall be exercised. 2 In the event that the outstanding Common Shares hereafter are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of merger, consolidation, other reorganization, recapitalization, reclassification, combination of shares, stock split-up or stock dividend: (a) The Aggregate number and kind of Common Shares subject to this Option shall be adjusted appropriately; (b) Rights under this Option, both as to the number of subject Common Shares and the Option price, shall be adjusted appropriately; and (c) Where dissolution or liquidation of the Company or any merger or combination in which the Company is not a surviving corporation is involved, this Option shall terminate, but the registered owner of this Option shall have the right, immediately prior to such dissolution, liquidation, merger or combination, to exercise his Option in whole or in part to the extent that it shall not have been exercised. The foregoing adjustments and the manner of application of the foregoing provisions may provide for the elimination of fractional share interests. All Options shall be fully vested and may be exercised by the Optionee upon the occurrence of the following events: (a) The acquisition by any individual or entity of the beneficial ownership of more than fifty percent (50%) of the issued and outstanding shares of the Company (excluding any shares which are the subject of options); and (b) Acceptance by the Company's Board of Directors of an offer to sell substantially all the assets of the Company in a transaction not in the ordinary course of the Company's business. In the event the Optionee's employment with the Company shall terminate as the result of normal retirement, total disability or early retirement, this Option (to the extent of the entire number of Common Shares covered by the Option whether or not such Common Shares had previously vested as of the date of termination) shall continue in effect until the conclusion of the five-year term thereof. If the Optionee dies while in the employ of the Company (to the extent of the entire number of Common Shares covered by the Option whether or not such Common Shares had previously vested at the date of Optionee's death), such Option may, within one year after the Optionee's death (or within such shorter period as may be 2 3 specified in the Option) be exercised by the person or persons to whom the Optionee's rights under the Option shall pass by will or by the applicable laws of descent and distribution; provided, however, that an Option may not be exercised to any extent by anyone after the expiration of the Option. In the event an Optionee's employment with the Company shall terminate as the result of any circumstance other than those referred to above, this Option granted to such Optionee (to the extent of the number of Common Shares covered by the Option which are vested as of the date of termination) shall be exercisable for a period of ninety (90) days following the date of termination. The Option and all rights hereunder shall not be transferable otherwise than by will or the laws of descent and distribution. The Company shall not be required to issue or deliver any certificate for Common Shares purchased on exercise of this Option or any portion thereof prior to fulfillment of all the following conditions: (a) The completion of any registration or other qualification of such shares under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other government regulatory body which is necessary; (b) The obtaining of any approval or other clearance from any federal or state government agency which is necessary; (c) The obtaining from the registered owner of the Option a representation in writing that he is acquiring such Common Shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of any part thereof, if the Options and the related shares have not been registered under the Securities Act of 1933, as amended (the "Act"); and (d) The placing on the certificate of an appropriate legend and the issuance of stop transfer instructions in connection therewith if this Option and the related shares have not been registered under the Act to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY THE SECURITY HOLDER NAMED HEREON THAT SAID SECURITIES HAVE BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION. FURTHERMORE, NO OFFER, SALE, TRANSFER, 3 4 PLEDGE OR HYPOTHECATION IS TO TAKE PLACE WITHOUT THE PRIOR WRITTEN APPROVAL OF COUNSEL OR THE ISSUER BEING AFFIXED TO THIS CERTIFICATE. THE TRANSFER AGENT HAS BEEN ORDERED TO EXECUTE TRANSFERS OF THIS CERTIFICATE ONLY IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS." IN WITNESS WHEREOF, the Company has caused this Option to be executed by the signatures of its duly authorized officers and the corporate seal hereunder affixed. CRAFTMADE INTERNATIONAL, INC. By: /s/ JAMES R. RIDINGS ------------------------- James R. Ridings, President ATTEST: /s/ TERRY CULBERTSON - --------------------------- Terry Culbertson, Secretary Dated: December 31, 1992. 4 5 SUBSCRIPTION FORM (To be executed by the registered holder to exercise the rights to purchase Common Shares evidenced by the within Option.) Craftmade International, Inc. 2700 112th Street Grand Prairie, Texas 75050 The undersigned hereby irrevocably subscribes for _____________ Common Shares pursuant to and in accordance with the terms and conditions of this Option, and herewith makes payment of $_____________ therefor, and requests that a certificate for such Common Shares be issued in the name of the undersigned and be delivered to the undersigned at the address stated below, and if such number of shares shall not be all of the shares purchasable hereunder, that a new Option of like tenor for the balance of the remaining Common Shares purchasable hereunder shall be delivered to the undersigned at the address stated below. Dated: Signed: ----------------------- ------------------------------ Address: ----------------------------- ----------------------------- ----------------------------- 5 EX-5.1 5 OPINON & CONSENT OF HAYNES AND BOONE, LLP 1 EXHIBIT 5.1 January 15, 1998 Craftmade International, Inc. 650 South Royal Lane, Suite #100 Coppell, Texas 75019-1037 Ladies and Gentlemen: We have acted as counsel to Craftmade International, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing of the Registration Statement of the Company 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 45,000 shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Company that may be issued pursuant to the Option to Purchase Common Stock of Craftmade International, Inc. granted to Kenneth Cancienne, dated December 31, 1992 and the Option to Purchase Common Stock of Craftmade International, Inc. granted to Michael Tims, dated December 31, 1992 (collectively the "Options"). The opinions expressed herein relate solely to, are based solely upon and are limited exclusively to, the internal substantive laws of the State of Texas, the corporate laws of the State of Delaware and applicable federal laws of the United States of America. In connection therewith, we have examined and relied upon the original, or copies certified to our satisfaction, of (i) the Certificate of Incorporation of the Company, as amended (the "Articles of Incorporation"), and the Bylaws of the Company, as amended (the "Bylaws"); (ii) the minutes and records of the corporate proceedings of the Company; (iii) the Options; (iv) such other documents and instruments as we have deemed necessary for the expression of the opinions contained herein; and (v) the specimen Common Stock certificate filed as Exhibit 4(a) to the Registration Statement on Form S-18 (File No. 33-33594-FW) of the Company filed with the Securities Exchange Commission under the Securities Act of 1933, as amended. In making the foregoing examinations, 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 thereof. As to various questions of fact material to this opinion, where such facts have not been independently established, and as to the content and form of certain minutes, records, resolutions and other documents or writings of the Company, we have relied, to the extent we have deemed reasonably appropriate, upon representations or certificates of officers of the Company or governmental officials. Finally, we have assumed that all formalities required by the Company's Certificate of Incorporation, Bylaws and the General Corporate Laws of the State of Delaware will be complied with when the shares of Common Stock are issued. Based upon the foregoing, and having due regard for such legal considerations as we deem relevant, assuming that the cash consideration received by the Company in exchange for the issuance of Common Stock under the Options equals or exceeds the par value of such Common Stock, we are of the opinion that the 45,000 shares of Common Stock covered by the Registration Statement that may be issued from time to time in accordance with the terms of the Options have been duly authorized for issuance by the Company, and, when so issued in accordance with the terms and conditions of the Options, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the reference to this firm under "Legal Matters" in the Registration Statement. Very truly yours, /s/ HAYNES AND BOONE, LLP Haynes and Boone, LLP EX-23.1 6 CONSENT OF PRICE WATERHOUSE LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated August 14, 1997 appearing on page F-2 of Craftmade International, Inc.'s Annual Report on Form 10-K for the year ended June 30, 1997. /s/ PRICE WATERHOUSE LLP Fort Worth, Texas January 5, 1998 -----END PRIVACY-ENHANCED MESSAGE-----