-----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, GLyh1wD83bd5BWDMKf+qcmRnwKuGV/KVkQq5AqkY+sa1oTLU8CVc9+XRt5V4wJvM g0J7TO5AA3Z845A15JXaQg== 0000950134-97-009293.txt : 19971216 0000950134-97-009293.hdr.sgml : 19971216 ACCESSION NUMBER: 0000950134-97-009293 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971212 EFFECTIVENESS DATE: 19971212 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TANDY BRANDS ACCESSORIES INC CENTRAL INDEX KEY: 0000869487 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 752349915 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-42211 FILM NUMBER: 97737827 BUSINESS ADDRESS: STREET 1: 690 E LAMAR BLVD STE 200 CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: 8175480090 MAIL ADDRESS: STREET 1: 690 E LAMAR BLVD CITY: ARLINGTON STATE: TX ZIP: 76011 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on December 12, 1997 Registration No. 333- --------- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- TANDY BRANDS ACCESSORIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 75-2349915 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 690 EAST LAMAR BLVD., SUITE 200, ARLINGTON, TEXAS 76011 (Address of principal executive offices) (zip code) ------------------- TANDY BRANDS ACCESSORIES, INC. 1997 STOCK OPTION PLAN and TANDY BRANDS ACCESSORIES, INC. NONQUALIFIED FORMULA STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS and TANDY BRANDS ACCESSORIES, INC. STOCK PURCHASE PROGRAM (AS AMENDED AND RESTATED EFFECTIVE OCTOBER 18, 1991) (Full title of the plans) ------------------- STANLEY T. NINEMIRE 690 EAST LAMAR BLVD., SUITE 200 ARLINGTON, TEXAS 76011 (Name and address of agent for service) (817) 548-0090 (Telephone number, including area code, of agent for service) ------------------- CALCULATION OF REGISTRATION FEE
=========================================================================================================== Proposed Proposed Title of Maximum Maximum Amount of Securities Amount to be Offering Price Aggregate Registration to be Registered Registered Per Share Offering Price Fee - ----------------------------------------------------------------------------------------------------------- Common Stock, par value 622,500 $15.25* $9,493,125* $2800.47 $1.00 per share =========================================================================================================== * Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h). Pursuant to Rule 457(h), this estimate is based upon the average of the high and low prices of the Registrant's common stock, $1.00 par value per share, on December 5, 1997 (as reported on the Nasdaq National Market System).
Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this registration statement covers an indeterminate amount of interests to be offered or sold pursuant to the Tandy Brands Accessories, Inc. Stock Purchase Program (As Amended and Restated Effective October 18, 1991) described herein. 2 PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION.* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.* - ---------------------- * Information required by Part I of Form S-8 to be contained in a prospectus meeting the requirements of Section 10(a) of the Securities Act of 1933 is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. I-1 3 PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. Tandy Brands Accessories, Inc. (the "Registrant") has previously filed with the Securities and Exchange Commission a Form S-8 Registration Statement (File No. 33-41262) under the Securities Act of 1933, as amended (the "Act"), with respect to 270,093 shares of the Registrant's common stock, $1.00 par value per share (the "Common Stock"), offered pursuant to the Tandy Brands Accessories, Inc. Stock Purchase Program, the Tandy Brands Accessories, Inc. 1991 Stock Option Plan, the Tandy Brands Accessories, Inc. Employees Investment Plan and the Tandy Brands Accessories, Inc. Stock Bonus Plan, a Form S-8 Registration Statement (File No. 33-46814) under the Act with respect to 122,887 shares of the Common Stock offered pursuant to the Tandy Brands Accessories, Inc. Stock Purchase Program, a Form S-8 Registration Statement (File No. 33-75114) under the Act with respect to 257,000 shares of the Common Stock offered pursuant to the Tandy Brands Accessories, Inc. Nonqualified Formula Stock Option Plan for Non-Employee Directors and a Form S-8 Registration Statement (File No. 33-91996) under the Act with respect to 701,125 shares of the Common Stock offered pursuant to the Tandy Brands Accessories, Inc. Stock Purchase Program and the Tandy Brands Accessories, Inc. 1991 Stock Option Plan. The contents of such earlier registration statements are incorporated herein by reference. The documents listed in (a) through (c) below are incorporated by reference in this Registration Statement: (a) The Registrant's latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); (b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant's annual report or prospectus referred to in (a) above; and (c) The description of the Registrant's capital stock contained in the registration statement on Form 8-A under the Exchange Act (Registration No. 0-18927) filed by the Registrant with the Securities and Exchange Commission. In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. II-1 4 ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the General Corporation Law of the State of Delaware provides generally and in pertinent part that a Delaware corporation may indemnify its directors and officers against expenses, judgments, fines and settlements actually and reasonably incurred by them in connection with any civil, criminal, administrative, or investigative suit or action except action by or in the right of the corporation if, in connection with the matters in issue, they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and in connection with any criminal suit or proceeding, if in connection with the matters in issue, they had no reasonable cause to believe their conduct was unlawful. Section 145 further provides that in connection with the defense or settlement of any action by or in the right of the corporation, a Delaware corporation may indemnify its directors and officers against expenses actually and reasonably incurred by them if, in connection with the matters in issue, they acted in good faith, and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made with respect to any claim, issue or matter as to which such person has been adjudged liable for negligence or misconduct unless the Delaware Court of Chancery or other court in which such action or suit is brought approves such indemnification. Section 145 further permits a Delaware corporation to grant its directors and officers additional rights of indemnification through bylaw provisions and otherwise, and to purchase indemnity insurance on behalf of its directors and officers. Consistent with applicable provisions of Delaware law, the Registrant's Certificate of Incorporation limits a director's monetary liability to the Registrant or its stockholders for breach of fiduciary duty, except for situations entailing bad faith, intentional misconduct, unlawful dividend payments or stock repurchases, acquisition of improper personal benefit or breach of duty of loyalty. Future amendments to such provisions of Delaware law will automatically be applied to the Registrant without any requirement of stockholder approval. Consequently, such amendments could result in the expansion of directors' protections under such exculpation provisions without additional consideration by stockholders. As a result of inclusion of this provision, stockholders may be unable to recover monetary damages against directors for actions which constitute negligence or gross negligence or which are in violation of their fiduciary duties, although it may be possible to obtain injunctive or other equitable relief with respect to such actions. If equitable remedies are found not to be available to stockholders for any particular case, stockholders may not have any effective remedy against the challenged conduct. Thus, directors have a personal stake, at the potential expense of stockholders, in such exculpation provisions of the Registrant's Certificate of Incorporation. Such exculpation provisions would II-2 5 not limit directors' liability for violation of the federal securities laws. Such provisions also do not apply to officers who are not directors of the Registrant. Article XIII of the Bylaws of the Registrant provides that each director and officer of the Registrant, whether then in office or not (and such person's heirs and administrators), shall be reimbursed by the Registrant to the full extent permitted by Section 145 of the General Corporation Law of the State of Delaware for all reasonable expenses incurred by or imposed upon him or her in connection with, or resulting from, any action, suit or proceeding to which he or she may be made a party by reason of such person being or having been a director or officer of the Registrant or any of its subsidiaries, or any other corporation, at the request of the Registrant. Article XIII of the Registrant's Bylaws also provides that the Registrant may make such reimbursement in the event of a settlement of any such action, suit or proceeding prior to final adjudication when such settlement appears to be in the interest of the Registrant. Article XIII of the Registrant's Bylaws also provides that the rights to indemnification and the payment of expenses provided thereby shall not be exclusive of any other right which any person may have or acquire under any statute, provision of the Registrant's Certificate of Incorporation or Bylaws, or otherwise. Any repeal or modification of such indemnification provisions shall not adversely affect any right or protection of a director or officer with respect to any conduct of such director or officer occurring prior to such repeal or modification. The Registrant intends to maintain insurance, at its expense, to protect itself and any of its directors, officers, employees or agents covered thereby against any expense, liability or loss, whether or not the Registrant would have the power to indemnify such person against such expense, liability or loss under the Delaware law, so long as such insurance is available at reasonable rates. The Registrant has entered into an Indemnification Agreement (herein so called) with each of its directors and officers. The Indemnification Agreement provides to the directors of the Registrant, and to the others with whom it may be entered into, substantially broader indemnity rights than provided under the present indemnity provision contained in the Registrant's Bylaws. A significant difference is that, under the Indemnification Agreement, indemnity, unlimited in amount, is provided to directors and officers to the fullest extent permitted by law for judgments and amounts paid in settlement of actions against them by or on behalf of the Registrant, while under the existing Bylaw provision, indemnity in such action is not provided except for expenses under certain conditions. The Indemnification Agreement will not, however, indemnify any director for fraudulent or willful misconduct or for liabilities relating to certain violations of federal or state securities laws. The standard of conduct required of the director or officer for indemnification under the Indemnification Agreement remains the same as is currently prescribed by law. However, the provisions relating to the determination of whether a person is entitled to indemnification are more expansive than under the current Bylaw provision by making the Registrant responsible for all costs associated with the determination, establishing time limits within which the II-3 6 determination must be made and establishing procedures for testing the reasonableness of incurred expenses against which the officer or director will be indemnified. The Indemnification Agreement also provides directors and officers with protections during the determination process in the event there is a change in control of the Registrant or its Board of Directors, and grants directors and officers certain rights to appeal a denial of indemnification to stockholders of the Registrant or to a court of competent jurisdiction. A director or officer will be deemed to have satisfied the requisite standard of conduct if his actions were based upon the records of the Registrant, or upon information supplied by the officers of the Registrant, legal counsel, outside accountants or appraisers. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The exhibits furnished pursuant to Item 601 of Regulation S-K are listed on the Exhibit Index attached hereto preceding immediately the exhibits filed herewith. 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 the Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8, and 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 Exchange Act that are incorporated by reference in the Registration Statement. II-4 7 (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. (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. The 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 that is incorporated by reference in the Registration Statement 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. 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 Act 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 Act and will be governed by the final adjudication of such issue. II-5 8 SIGNATURES THE REGISTRANT. 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 Arlington, State of Texas, on December 12, 1997. TANDY BRANDS ACCESSORIES, INC. By: /S/ J.S.B. Jenkins ---------------------------------------- J.S.B. Jenkins, President, Chief Executive Officer and Director POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints J.S.B. Jenkins and Stanley T. Ninemire, and each of them, 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 any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such 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, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. II-6 9 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature and Title Date ------------------- ---- /s/ J.S.B. Jenkins December 12, 1997 - ----------------------------------- J.S.B. Jenkins President, Chief Executive Officer and Director (Principal Executive Officer) /s/ James F. Gaertner December 12, 1997 - ----------------------------------- James F. Gaertner Chairman of the Board /s/ C.A. Rundell, Jr. December 12, 1997 - ----------------------------------- C.A. Rundell, Jr. Director /s/ Robert E. Runice December 12, 1997 - ----------------------------------- Robert E. Runice Director /s/ Maxine K. Clark December 12, 1997 - ----------------------------------- Maxine K. Clark Director /s/ Gene Stallings December 12, 1997 - ----------------------------------- Gene Stallings Director /s/ Stanley T. Ninemire December 12, 1997 - ----------------------------------- Stanley T. Ninemire Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) II-7 10 EXHIBIT INDEX
Incorporated by Reference (If applicable) ----------------------------------------- Exhibit Number and Description Form Date Reg. No. Exhibit - ------------------------------ --- -------- -------- ------- (4) Instruments defining the rights of security holders, including indentures 4.1 Certificate of Incorporation of Tandy Brands Accessories, Inc. S-1 11/02/90 33-37588 3.1 4.2 Certificate of Designations, Powers, Preferences and Rights of Series A Junior Participating Cumulative Preferred Stock of Tandy Brands Accessories, Inc. S-1 11/02/90 33-37588 4.1 4.3 Form of Common Stock certificate of Tandy Brands Accessories, Inc. S-1 11/02/90 33-37588 4.2 4.4 Form of Preferred Share Purchase Rights certificate of Tandy Brands Accessories, Inc. S-1 11/02/90 33-37588 4.3 4.5 Rights Agreement dated November 7, 1990, between Tandy Brands Accessories, Inc. and First National Bank of Boston S-1 11/02/90 33-37588 10.5 (5) Opinion regarding legality 5.1 Opinion of Winstead Sechrest & Minick P.C. N/A N/A N/A N/A
II-8 11
Incorporated by Reference (If applicable) ------------------------------------ Exhibit Number and Description Form Date Reg. No. Exhibit - ------------------------------ ---- ---- -------- ------- (23) Consents of experts and counsel N/A N/A N/A N/A 23.1 Consent of Ernst & Young LLP N/A N/A N/A N/A 23.2 Consent of Winstead Sechrest & Minick P.C. (included in Exhibit 5.1) N/A N/A N/A N/A (24) Power of attorney 24.1 Power of Attorney (included on Page II-7) N/A N/A N/A N/A (99) Additional exhibits 99.1 Tandy Brands Accessories, Inc. 1997 Stock Option Plan 10-Q 9/30/97 0-18927 10.23
II-9 EX-5.1 2 OPINION & CONSENT OF WINSTEAD SECHREST & MINICK PC 1 EXHIBIT 5.1 [Letterhead of Winstead Sechrest & Minick P.C. appears here] (214)745-5255 December 12, 1997 Tandy Brands Accessories, Inc. 690 East Lamar Boulevard, Suite 200 Arlington, Texas 76011 Gentlemen: Tandy Brands Accessories, Inc., a Delaware corporation (the "Company"), is today transmitting for filing with the Securities and Exchange Commission (the "Commission") a Form S-8 Registration Statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), with respect to the registration of 622,500 additional shares (the "Shares") of common stock, $1.00 par value per share (the "Common Stock"), of the Company which may be issued pursuant to the Tandy Brands Accessories, Inc. 1997 Stock Option Plan, the Tandy Brands Accessories, Inc. Nonqualified Formula Stock Option Plan for Non-Employee Directors and the Tandy Brands Accessories, Inc. Stock Purchase Program (as Amended and Restated effective October 18, 1991) (collectively, the "Plans"). In rendering the opinion expressed herein, we have examined the following: (i) the Plans; (ii) the Certificate of Incorporation of the Company and all amendments thereto; (iii) the Bylaws of the Company, as amended; (iv) minutes of meetings or unanimous consents in lieu of meetings of the Company's board of directors and stockholders; and (v) such other corporate records and documents, certificates of corporate and public officials and statutes as we have deemed necessary for the purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all corporate records, documents and instruments submitted to us as originals, the conformity 2 Tandy Brands Accessories, Inc. December 12, 1997 Page 2 to original documents of all documents submitted to us as conformed, certified or photostatic copies thereof, and the authenticity of the originals of such photostatic, certified or conformed copies. We have assumed compliance both in the past and in the future with the terms of the Plans by the Company and its employees, officers, Board of Directors and any committee and/or trustee appointed to administer the Plans. Based upon the foregoing and in reliance thereon, we are of the opinion that the Shares, when distributed pursuant to and in accordance with the terms of the respective Plan, will be validly issued, fully paid and nonassessable shares of Common Stock. This firm consents to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, WINSTEAD SECHREST & MINICK P.C. By: /s/ DARREL A. RICE ------------------------------ Darrel A. Rice EX-23.1 3 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to 1) the 1997 Stock Option Plan, 2) the Nonqualified Formula Stock Option Plan for Non-Employee Directors, and 3) the Stock Purchase Program (as amended and restated effective October 18, 1991) of Tandy Brands Accessories, Inc. of our reports dated August 7, 1997, with respect to the consolidated financial statements of Tandy Brands Accessories, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended June 30, 1997, and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. Fort Worth, Texas /s/ ERNST & YOUNG LLP December 11, 1997 -----END PRIVACY-ENHANCED MESSAGE-----