As filed with Securities and Exchange Commission on January 31, 1995
Registration Statement No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TANDYCRAFTS, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 75-1475224
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1400 Everman Parkway
Fort Worth, Texas 76140
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(Address of principal (Zip Code)
executive offices)
THE TANDYCRAFTS, INC. EMPLOYEE STOCK OWNERSHIP PLAN
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(Full title of the plan)
Michael J. Walsh
General Counsel and Secretary
Tandycrafts, Inc.
1400 Everman Parkway
Fort Worth, Texas 76140
(817) 551-9600
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(Name, address and telephone number of
agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
offering aggregate Amount of
Amount to be price per offering registration
Title of Securities to be registered registered(1)(2) share(2)(3) price(3) fee(3)
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Common Stock, par value $1.00 1,200,000 $10.8125 $12,975,000 $4,474.14
(1) The number of shares being registered represents the maximum number of
additional shares not registered heretofore that may be acquired by the
Trustee under the Plan during the remainder of 1995 and during subsequent
years until a new Registration Statement becomes effective.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also registers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit plan
described herein. In addition, there are also being registered such
additional shares of common stock as may become issuable pursuant to the
antidilution provisions of the Plan.
(3) Estimated solely for the purposes of calculating the registration fee on
the basis of the average of the high share price of $10.875 and low share
price of $10.75 the Registrant's Common Stock on January 27, 1995, as
reported on the New York Stock Exchange all in accordance with Rule 457 (h)
promulgated under the Securities Act of 1933, as amended.
PART I
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INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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Item 1: Plan Information.
Not required to be filed with this Registration Statement.
Item 2: Registrant Information and Employee Plan Annual Information.
Not required to be filed with this Registration Statement.
PART II
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Item 3: Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference in this Registration
Statement, except to the extent that any statement or information therein is
modified or superseded by a statement or information contained in any other
subsequently filed document incorporated herein by reference. Any statement so
modified will not be deemed a part of this Registration Statement, except as so
modified, and any statement so superseded will not be deemed part of this
Registration Statement:
(a) The Registrant's latest Annual Report on Form 10-K (the "Annual
Report") filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), which contains
audited financial statements of the Registrant for the Registrant's
latest fiscal year;
(b) All reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the year covered by the
audited financial statements contained in the Annual Report referred
to in (a) above;
(c) The Plan's latest annual report on Form 11-K;
(d) The description of the Registrant's Common Stock, which are
contained in the Registrant's Registration Statement filed with the
Commission under Section 12 of the Securities Exchange Act of 1934,
including any amendment or report filed for the purpose of updating
such description; and
(e) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement
which indicates that all the securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date 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 Registrant is incorporated under the laws of the State of Delaware.
Under Section 145 of the Delaware General Corporation Law, the Registrant has
the power to indemnify its directors and officers, subject to certain
limitations.
Subsection (a) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) 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 as a director, officer, employee or agent of another
corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he 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.
Subsection (b) of Section 145 also provides for a similar power of
indemnification with respect to actions brought by or on behalf of the
corporation. However, in connection with an action brought by or on behalf of
the corporation, no indemnification shall be made in respect of any claim, issue
or matter as to which the person seeking indemnity shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
that despite the adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
Additionally, Section 145 provides (i) that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; (ii) that indemnification provided for therein shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and (iii) that the corporation may purchase and maintain insurance on
behalf of a director or officer of the corporation against any liability
asserted against him or incurred by him in any such capacity or arising out of
his status as such whether or not the corporation would have the power to
indemnify him against such liabilities under Section 145.
The Registrant's Bylaws provide that each director and officer shall be
indemnified by the Registrant to the fullest extent permitted by Section 145 of
the Delaware General Corporation Law.
The Registrant has obtained insurance, the general effect of which is to
provide (i) coverage for the Registrant with respect to amounts which it is
required or permitted to pay to officers or directors under the indemnification
provisions set forth in Section 145 of the Delaware General Corporation Law and
the Registrant's Bylaws and (ii) coverage for the officers and directors of the
Registrant for liabilities (including certain liabilities under the federal
securities laws) incurred by such persons in their capacities as officers or
directors for which they are not indemnified by the Registrant.
In so far as indemnification for liabilities under the Securities Act of
1933, as amended, (the "Securities Act"), may be permitted to directors,
officers, or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
The foregoing summaries are necessarily subject to the complete text of the
statute, charter, bylaws, insurance contract and agreements referred to above
and are qualified in their entirety by reference thereto.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page II-7 of this Registration Statement, which Index is
incorporated herein by reference.
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;
(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, represents 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 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 this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act ) that is
incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, 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 Fort Worth, State of Texas, on January 30, 1995.
TANDYCRAFTS, INC.
By: \s\Jerry L. Roy
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Jerry L. Roy
President and Chief Executive Officer
The Plan. Pursuant to the requirements of the Securities Act of 1933, the plan
administrator has duly caused this registration statement to be singed on its
behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth,
State of Texas, on January 30, 1995.
Tandycrafts, Inc. Employee Stock Ownership Plan
By: \s\ Michael J. Walsh
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Michael J. Walsh
Executive Vice President and General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints Michael J. Walsh and Jerry L. Roy and each of them
(with full power to each of them to act alone), his or her true and lawful
attorneys-in-fact and agents, with full power of substitution, for him or her
and on his or her behalf and in his or her name, place and stead, in any and all
capacities, to sign, execute, and file with the 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, 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, 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 or she 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 or her substitute or substitutes, may lawfully
do or cause to be done.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated:
Name Position Date
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B. Franklin Bigger President, Magee Company, January __, 1995
a division of Tandycrafts, Inc.
and Director
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R.E. Cox. III Chairman of the Board of January __, 1995
Directors
\s\ Joe Pace
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Joe Pace Director January 30, 1995
\s\ Jerry L. Roy
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Jerry L. Roy President, Chief Executive January 30, 1995
Officer, Director and
Member of ESOP Committee
(Principal Executive
Officer)
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Robert Schutts Director January __, 1995
\s\ Carol Smith
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Carol Smith Director and Member of January 30, 1995
ESOP Committee
\s\ Jim Schultz
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Jim Schultz Senior Vice President and January 30, 1995
Member of ESOP Committee
(Principal Accounting
Officer)
\s\ Michael J. Walsh
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Michael J. Walsh Executive Vice President, January 30, 1995
Chief Financial Officer,
Director, General Counsel,
Secretary and Member of
ESOP Committee
(Principal Financial Officer)
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
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4.1 Certificate of Incorporation (filed as Exhibit 3(a) to the
Registrant's Registration Statement on Form S-1,
Registration No. 2-54086 and incorporated herein by
reference).
4.2 Bylaws as amended through August 12, 1981 (filed as an
exhibit to the Registrant's Form 10-K for the year ended
June 30, 1981 and incorporated herein by reference).
4.3 Certificate of Amendment of Certificate of Incorporation
dated December 7, 1992 (filed as an exhibit to the
Registrant's Form 10-K for the year ended June 30, 1993
and incorporated herein by reference).
*4.4 The Tandycrafts, Inc. Employee Stock Ownership Plan
Summary Plan Description
*5.1 Opinion of Hughes & Luce, L.L.P.
*5.2 Undertaking regarding qualification of Plan
*23.1 Consent of Price Waterhouse LLP
*23.2 Consent of Hughes & Luce, L.L.P. (included in Exhibit
5.1).
24 Powers of Attorney (included on Page II-6 of the
Registration Statement).
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* filed herewith