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)
August 27, 2013
Tandy Brands Accessories, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
0-18927 |
75-2349915 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
3631 West Davis, Suite A Dallas, Texas 75211 |
|
| (Address of principal executive offices and zip code) |
(214) 519-5200
(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: | ||
| [ ] | 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)) | |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 27, 2013, the Company announced that Mr. N. Roderick McGeachy, III had submitted his resignation as Chairman of the Board, Chief Executive Officer and President and a director of the Company, effective September 6, 2013. The resignation was not a result of any disagreement with the Company or management. Mr. McGeachy is expected to return to North Carolina to be closer to family.
Mr. Roger Hemminghaus, a director since June 2000 and the Company's lead independent director, has been appointed as the Company's interim Chief Executive Officer and Chairman of the Board. From 1987 to 1999, Mr. Hemminghaus served as Chief Executive Officer and Chairman of Diamond Shamrock, Inc. and Ultramar Diamond Shamrock Corp., a refining, pipeline and retail company, and he is a past Chairman of the Federal Reserve Bank of Dallas and former Chairman of the Board of CTS Corporation.
Certain of the duties previously undertaken by Mr. McGeachy will be filled by existing members of the Company's executive team, all of whom will report to Mr. Hemminghaus. This team includes Mr. John A. Lacy, who has been named Executive Vice President – Technology and Operations, Mr. Robert J. McCarten, who has been named Executive Vice President and President – Tandy Brands, and Mr. Chuck Talley, who has been named Executive Vice President and Chief Financial Officer.
As interim Chief Executive Officer, Mr. Hemminghaus will earn an annualized salary of $162,000, in addition to his retainer as a director, and he will be entitled to an additional payment in the event a change of control of the Company occurs. In addition, the Board of Directors approved salary increases for Mr. McCarten to $275,000 and Mr. Talley to $225,000 in recognition of their increased responsibilities. The Board of Directors also approved a performance bonus of $100,000 for Mr. Talley, which will be payable as a result of and on the successful completion of key financial transactions, and an increase in Mr. Talley's fiscal 2014 long-term incentive target level to $300,000.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1 Press Release, dated August 27, 2013.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Tandy Brands Accessories, Inc. |
||
| Date: August 27, 2013 | By: | /s/ CHUCK TALLEY Chuck Talley Executive Vice President and Chief Financial Officer |
EXHIBIT 99.1
DALLAS, Aug. 27, 2013 (GLOBE NEWSWIRE) -- Tandy Brands Accessories, Inc. (Nasdaq:TBAC) today announced that Mr. N. Roderick McGeachy, III had submitted his resignation as Chairman of the Board, Chief Executive Officer and President and a director of the Company, effective September 6, 2013.
Mr. McGeachy's resignation was not a result of any disagreement with the Company or other members of management. Mr. McGeachy is expected to return to North Carolina to pursue other opportunities and to be closer to family.
The Company announced that Mr. Roger Hemminghaus, a director since June 2000 and the Company's lead independent director, has been appointed as the Company's interim Chief Executive Officer and Chairman of the Board. Mr. Hemminghaus has extensive knowledge of the Company's operations and significant experience in leadership positions within publicly-traded companies.
"The Board of Directors would like to thank Rod for his leadership over the past five years", said Mr. Hemminghaus. "While we wish him well in the next chapter of his life, we are pleased that we have a strong management team in place to ensure a smooth transition."
The Company announced that certain of the duties undertaken by Mr. McGeachy will be filled by existing members of the Company's executive team, all of whom will report to Mr. Hemminghaus. This team consists of:
"With new capital in place and our restructuring efforts complete, our experienced team is focused on executing the key initiatives necessary to return the company to profitability," said Mr. Hemminghaus.
About Tandy Brands
Tandy Brands is a leading designer and marketer of branded men's, women's and children's accessories, including belts, gifts, small leather goods and bags. Merchandise is marketed under various national as well as private brand names through all major retail distribution channels.
Safe Harbor Language
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. The Company has based these forward-looking statements on its current expectations about future events, estimates and projections about the industry in which it operates. Forward-looking statements are not guarantees of future performance. Actual results may differ materially from those suggested by these forward-looking statements as a result of a number of known and unknown risks and uncertainties that are difficult to predict, including, without limitation, our ability to successfully capitalize on our restructuring initiatives, the Company's ability to service its debt, its ability to comply with the covenants contained in its new financing arrangements, general economic and business conditions, competition in the accessories and gifts markets, acceptance of the Company's product offerings and designs, issues relating to distribution, the termination or non-renewal of any material licenses, the Company's ability to maintain proper inventory levels, and a significant decrease in business from or loss of any major customers or programs. Those and other risks are more fully described in the Company's filings with the Securities and Exchange Commission. The forward-looking statements included in this release are made only as of the date hereof. Except as required under federal securities laws and the rules and regulations of the United States Securities and Exchange Commission, the Company does not undertake, and specifically declines, any obligation to update any of these statements or to publicly announce the results of any revisions to any forward-looking statements after the distribution of this release, whether as a result of new information, future events, changes in assumptions, or otherwise.
CONTACT: Investor Relations
Chuck Talley
Chief Financial Officer
214-519-5200