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 8, 2005

TANDY BRANDS ACCESSORIES, INC.

(Exact name of registrant as specified in charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 0-18927
(Commission File Number) 75-2349915
(IRS Employer Identification No.)

690 East Lamar Blvd., Suite 200
Arlington, Texas 76011
(Address of principal executive offices and zip code)

(817) 265-4113
(Registrant’s telephone
number, including area code)

N/A
(Former name or former address, if changed since last report)

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):

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

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

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

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

TABLE OF CONTENTS

	Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
	Item 8.01 Other Events.
	Item 9.01(c) Exhibits.
SIGNATURES
Press Release
Amendment to Bylaws

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     Tandy Brands Accessories, Inc. (the “Company”) announced that on February 8, 2005, that the Board of Directors elected W. Grady Rosier, 56, the President and CEO of leading grocery distributor McLane Company, Inc., to the Company’s Board of Directors. The election of Mr. Rosier fills a vacancy created by the retirement of C.A. Rundell, Jr. and returns the size of the Board to seven. The Board has determined that Mr. Rosier qualifies as “independent,” as defined in Nasdaq’s current listing standards. Mr. Rosier will serve as a Class II director with his term expiring in 2007, and has been appointed to the Nominations Committee and Compensation Committee. There are no arrangements or understandings between Mr. Rosier and any other person concerning his selection as a director, nor is Mr. Rosier a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

     Mr. Rosier has over 30 years of experience in the retail and distribution industries. He currently serves as President and Chief Executive Officer of McLane Company, Inc., a position he has held for nearly 10 years. During this time, he helped guide the evolution of the company into a leading distributor within the grocery and food service industry. Mr. Rosier joined McLane Company in 1984 as President, McLane/Sunwest and has since served in senior and executive management roles throughout the company’s value chain, including purchasing, distribution, marketing and customer service. Formerly a subsidiary of Wal-Mart Stores, McLane Company was acquired by Berkshire Hathaway Inc. in May 2003. Mr. Rosier also serves on the Board of Directors of KFx Inc., a publicly-traded energy company.

     The Company issued a press release on February 10, 2005, regarding these matters, which is filed as Exhibit 99.1 to this Current Report on Form 8-K. The contents of that exhibit are incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     On February 8, 2005, the Board of Directors amended the Bylaws of the Company to change the mandatory retirement age for Directors from 70 to 72.

     The amendment to the Bylaws is filed herewith as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events.

     The Board of Directors of the Registrant on February 8, 2005, declared a quarterly dividend of $0.0275 per common share that will be payable April 20, 2005, to shareholders of record at the close of business on March 31, 2005. A copy of a press release announcing the dividend is attached hereto as Exhibit 99.1

Item 9.01(c) Exhibits.

Exhibit 99.1	Press Release, dated February 10, 2005.
Exhibit 99.2	Amendment to Bylaws.

2

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.

	TANDY BRANDS ACCESSORIES, INC.
Date: February 11, 2005	By:	/s/ Mark J. Flaherty
		Mark J. Flaherty
		Chief Financial Officer

3

EX-99.1

Exhibit 99.1

TANDY BRANDS ACCESSORIES ANNOUNCES SEVENTH
CONSECUTIVE QUARTERLY DIVIDEND; ANNOUNCES ADDITION OF
GRADY ROSIER TO BOARD OF DIRECTORS

ARLINGTON, TX, February 10, 2005 — Tandy Brands Accessories, Inc. (Nasdaq NM: TBAC) today announced that the Board of Directors approved the Company’s seventh quarterly dividend. The Board of Directors approved a quarterly dividend of $0.0275 per common share that will be payable April 20, 2005, to shareholders of record at the close of business on March 31, 2005.

Also today, the Company announced the election of Grady Rosier to the Company’s Board of Directors.

Mr. Rosier has over 30 years of experience in the retail and distribution industries. He currently serves as President and Chief Executive Officer of McLane Company, Inc., a position he has held for nearly 10 years. During this time, he helped guide the evolution of the company into a leading distributor within the grocery and food service industry. Mr. Rosier joined McLane Company in 1984 as President, McLane/Sunwest and has since served in senior and executive management roles throughout the company’s value chain, including purchasing, distribution, marketing and customer service. Formerly a subsidiary of Wal-Mart Stores, McLane Company was acquired by Berkshire Hathaway Inc. in May 2003. Mr. Rosier also serves on the Board of Directors of KFx Inc., a publicly-traded energy company.

“We are very pleased to have Grady serve on our Board of Directors,” said Britt Jenkins, President and Chief Executive Officer. “He brings a wealth of operating knowledge and strategic insight to our business. We look forward to his contributions as we continue to expand our business.”

Tandy Brands Accessories, Inc. designs, manufactures and markets fashion accessories for men, women and children. Key product categories include belts, wallets, handbags, suspenders, socks, scarves, neckwear, gifts, sporting goods, and cold weather and hair accessories. Merchandise is sold under various national brand names as well as private labels to all major levels of retail distribution, including the ROLFS e-commerce web site at www.rolfs.net.

Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results in future periods to differ materially from forecasted or expected results. Those risks include, among other things, the competitive environment in the industry in general and in the Company’s specific market areas, inflation, changes in costs of goods and services and economic conditions in general and in the Company’s specific market area. Those and other risks are more fully described in the Company’s filings with the Securities and Exchange Commission.

EX-99.2

Exhibit 99.2

Amendment to the Company’s Bylaws effective February 8, 2005

Article III, Section 8 of the Company’s Bylaws is amended in its entirety to read as follows:

     SECTION 8. Qualifications. No director may serve past the annual meeting following his or her 72nd birthday.