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As filed with the Securities and Exchange Commission on January 7, 2000
Registration 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
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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 Code)
incorporation or organization)
690 EAST LAMAR BLVD., SUITE 200, ARLINGTON, TEXAS 76011
(Address of principal executive offices) (zip code)
TANDY BRANDS ACCESSORIES, INC. 1997 EMPLOYEE
STOCK OPTION PLAN
AND
TANDY BRANDS ACCESSORIES, INC. NONQUALIFIED
FORMULA STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(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
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Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
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Common Stock, $1.00 par value per
share 326,000 $14.125* $4,604,750* $1,216
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* Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended.
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 January 4, 2000 (as reported on the National Market System of the
National Association of Securities Dealers Automated Quotation System).
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INFORMATION INCORPORATED BY REFERENCE
We have previously filed with the Securities and Exchange Commission the
following registration statements on Form S-8 under the Securities Act of 1933,
as amended:
(1) Form S-8 Registration Statement (File No. 33-41262) with respect to 270,093
shares of our common stock, $1.00 par value per share, 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;
(2) Form S-8 Registration Statement (File No. 33-46814) with respect to 122,887
shares of our common stock offered pursuant to the Tandy Brands
Accessories, Inc. Stock Purchase Program;
(3) Form S-8 Registration Statement (File No. 33-75114) with respect to 257,000
shares of our common stock offered pursuant to the Tandy Brands
Accessories, Inc. Nonqualified Formula Stock Option Plan for Non-Employee
Directors;
(4) Form S-8 Registration Statement (File No. 33-91996) with respect to 701,125
shares of our common stock offered pursuant to the Tandy Brands
Accessories, Inc. Stock Purchase Program and the Tandy Brands Accessories,
Inc. 1991 Stock Option Plan;
(5) Form S-8 Registration Statement (File No. 333-08579) with respect to 50,000
shares of our common stock offered pursuant to the Tandy Brands
Accessories, Inc. 1995 Stock Deferral Plan for Non-Employee Directors; and
(6) Form S-8 Registration Statement (File No. 333-4162) with respect to 622,500
shares of our common stock offered pursuant to the Tandy Brands
Accessories, Inc. 1997 Employee Stock Option Plan.
The contents of such earlier registration statements are incorporated herein by
reference.
EXHIBITS
The following exhibits are furnished pursuant to Item 601 of Regulation
S-K:
Incorporated by Reference
Sequentially (If applicable)
Numbered -------------------------------------
Exhibit Number and Description Page Form Date File No. Exhibit
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(5) Opinion regarding legality
5.1 Opinion of Winstead
Sechrest & Minick P.C. N/A N/A N/A N/A
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(23) Consents of experts and counsel
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 4) N/A N/A N/A N/A
(99) Additional Exhibits
99.1 Amendment to Tandy Brands Accessories, Inc.
Nonqualified Formula Stock Option
Plan for Non-Employee Directors N/A N/A N/A N/A
99.2 Amendment to Tandy Brands Accessories, Inc. 1997
Employee Stock Option Plan N/A N/A N/A N/A
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
Tandy Brands Accessories, Inc. 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, hereunto duly authorized, in the City of Arlington, State of Texas,
on December 31, 1999.
TANDY BRANDS ACCESSORIES, INC.
By: /s/ J.S.B. Jenkins
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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.
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
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/s/ J.S.B. Jenkins December 31, 1999
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J.S.B. Jenkins
President, Chief Executive Officer and
Director (Principal Executive Officer)
/s/ James F. Gaertner December 31, 1999
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James F. Gaertner
Director
Chairman of the Board
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/s/ Maxine K. Clark December 31, 1999
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Maxine K. Clark
Director
/s/ Marvin J. Girouard December 31, 1999
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Marvin J. Girouard
Director
/s/ Colombe M. Nicholas December 31, 1999
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Colombe M. Nicholas
Director
/s/ C.A. Rundell, Jr. December 31, 1999
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C.A. Rundell, Jr.
Director
/s/ Gene Stallings December 31, 1999
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Gene Stallings
Director
/s/ Stanley T. Ninemire December 31, 1999
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Stanley T. Ninemire
Senior Vice President, Chief Financial Officer
and Assistant Secretary
(Principal Financial and Accounting Officer)
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INDEX TO EXHIBITS
Incorporated by Reference
Sequentially (If applicable)
Numbered -----------------------------------
Exhibit Number and Description Page Form Date File No. Exhibit
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(5) Opinion regarding legality
5.1 Opinion of Winstead
Sechrest & Minick P.C. N/A N/A N/A N/A
(23) Consents of experts and counsel
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 N/A N/A N/A N/A
(included on Page 4)
(99) Additional Exhibits
99.1 Amendment to Tandy Brands Accessories, Inc.
Nonqualified Formula Stock Option
Plan for Non-Employee Directors N/A N/A N/A N/A
99.2 Amendment to Tandy Brands Accessories, Inc. 1997
Employee Stock Option Plan N/A N/A N/A N/A