As filed with the Securities and Exchange Commission on May 15, 2003
Registration No. 333 - ____________
================================================================================
UNITED STATES
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
(Address of principal executive offices)
76011
(zip code)
TANDY BRANDS ACCESSORIES, INC.
STOCK PURCHASE PROGRAM
(AS AMENDED AND RESTATED EFFECTIVE OCTOBER 18, 1991)
(Full title of the plan)
MARK J. FLAHERTY
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)
<Table>
<Caption>
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(1) Per Share(2) Offering Price(2) Fee
- ------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value per share 300,000 $10.2750 $3,082,500.00 $249.37
==================================================================================================================
</Table>
(1) Pursuant to Rule 416(c), this registration statement also covers an
indeterminate amount of plan interests to be offered or sold pursuant
to the Tandy Brands Accessories, Inc. Stock Purchase Program.
(2) Calculated pursuant to paragraphs (c) and (h) of Rule 457, based upon
the average of the high and low prices of Tandy Brands Accessories,
Inc.'s common stock on May 13, 2003 (as reported on the Nasdaq National
Market).
================================================================================
EXPLANATORY NOTE
We are filing this registration statement on Form S-8 (this
"Registration Statement") for the purpose of registering an additional 300,000
shares of our common stock, par value $1.00 per share ("Common Stock"), for
issuance pursuant to the Tandy Brands Accessories, Inc. Stock Purchase Program
(as amended, the "Plan"). We have previously filed with the Securities and
Exchange Commission (the "Commission") the following registration statements on
Form S-8 under the Securities Act of 1933, as amended, the contents of which are
hereby incorporated herein by reference:
(a) Form S-8 Registration Statement (File No. 33-41262), filed
with the Commission on June 17, 1991, with respect to 270,093
shares of Common Stock, of which 40,000 shares were offered
pursuant to the Plan.
(b) Form S-8 Registration Statement (File No. 33-46814), filed
with the Commission on March 27, 1992, with respect to 122,887
shares of Common Stock offered pursuant to the Plan.
(c) Form S-8 Registration Statement (File No. 33-91996), filed
with the Commission on May 5, 1995, with respect to 701,125
shares of Common Stock, of which 200,000 shares were offered
pursuant to the Plan.
(d) Form S-8 Registration Statement (File No. 333-4162), filed
with the Commission on December 12, 1997, with respect to
622,500 shares of Common Stock, of which 250,000 shares were
offered pursuant to the Plan.
(e) Form S-8 Registration Statement (File No. 333-55436), filed
with the Commission on February 12, 2001, with respect to
300,000 shares of Common Stock offered pursuant to the Plan.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
We, together with the Plan, incorporate by reference into this
Registration Statement the following documents filed with the Commission as of
their respective filing dates:
(a) our Annual Report on Form 10-K (File No. 000-18927) for the
year ended June 30, 2002;
(b) our Quarterly Reports on Form 10-Q (File No. 000-18927) for
the quarters ended September 30, 2002, December 31, 2002 and
March 31, 2003;
(c) our Current Reports on Form 8-K (File No. 000-18927) filed on
August 16, 2002, October 17, 2002, January 22, 2003 and April
17, 2003 (but specifically excluding those portions merely
furnished to the Commission under Item 9 or Item 12 thereof);
(d) the Plan's Annual Report on Form 11-K for the year ended
December 31, 2002; and
(e) the description of our Common Stock contained in our
registration statement on Form 8-A filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934
(the "Exchange Act"), including any amendments or reports
filed for the purpose of updating such description.
All documents filed by us and the Plan pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered 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 filing of such
documents.
2
ITEM 8. EXHIBITS.
<Table>
<Caption>
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
4.1 Certificate of Incorporation of Tandy Brands Accessories, Inc.
(incorporated herein by reference to Exhibits 3.1 and 4.1 to
Tandy Brands Accessories, Inc.'s Registration Statement on
Form S-1 filed on November 2, 1990 (No. 33-37588)).
4.2 Bylaws of Tandy Brands Accessories, Inc. (incorporated herein
by reference to Exhibit 3.2 to Tandy Brands Accessories,
Inc.'s Registration Statement on Form S-1 filed on November 2,
1990 (No. 33-37588)).
4.3 Amendment No. 1 to Bylaws of Tandy Brands Accessories, Inc.
(incorporated herein by reference to Exhibit 3.3 to Tandy
Brands Accessories, Inc.'s Quarterly Report on Form 10-Q for
the three months ended March 31, 2002).
4.4 Form of Common Stock Certificate of Tandy Brands Accessories,
Inc. (incorporated herein by reference to Exhibit 4.2 to Tandy
Brands Accessories, Inc.'s Registration Statement on Form S-1
filed on December 31, 1990 (No. 33-37588)).
4.5 Amended and Restated Rights Agreement dated as of October 19,
1999 between Tandy Brands Accessories, Inc. and Bank Boston,
N.A. (incorporated herein by reference to Exhibit 4 to Tandy
Brands Accessories, Inc.'s Current Report on Form 8-K filed on
November 2, 1999).
4.6 Amendment to Amended and Restated Rights Agreement dated as of
October 16, 2001 between Tandy Brands Accessories, Inc. and
Fleet National Bank (formerly Bank Boston, N.A.) (incorporated
herein by reference to Exhibit 4.7 to Tandy Brands
Accessories, Inc.'s Quarterly Report on Form 10-Q for the
three months ended March 31, 2002).
4.7 Form of Rights Certificate of Tandy Brands Accessories, Inc.
(incorporated herein by reference to Exhibit 4 to Tandy Brands
Accessories, Inc.'s Current Report on Form 8-K filed on
November 2, 1999).
5.1 Opinion of Winstead Sechrest & Minick P.C.*
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of Whitley Penn.*
23.3 Consent of Winstead Sechrest & Minick P.C. (included in
Exhibit 5.1).*
24.1 Power of Attorney (included on page 4).*
99.1 Tandy Brands Accessories, Inc. Stock Purchase Program (as
amended and restated effective October 18, 1991) (incorporated
herein by reference to Exhibit 28.1 to Tandy Brands
Accessories, Inc.'s Registration Statement on Form S-8 filed
on March 27, 1992 (No. 33-46814)).
99.2 Amendment No. 1 to the Tandy Brands Accessories, Inc. Stock
Purchase Program (incorporated herein by reference to Exhibit
10.27 to Tandy Brands Accessories, Inc.'s Quarterly Report on
Form 10-Q for the three months ended March 31, 2003).
</Table>
* Filed herewith.
3
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,
as of May 15, 2003.
TANDY BRANDS ACCESSORIES, INC.
By: /s/ J.S.B. Jenkins
------------------------------
J.S.B. Jenkins, President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints J.S.B. Jenkins and Mark J. Flaherty, and each of them, his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her 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 or she 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 indicated as of May 15, 2003.
<Table>
/s/ J.S.B. Jenkins /s/ Gene Stallings
- -------------------------------------------- --------------------------------
J.S.B. Jenkins Gene Stallings
President, Chief Executive Officer and Director
Director (Principal Executive Officer)
/s/ James F. Gaertner /s/ Roger R. Hemminghaus
- -------------------------------------------- --------------------------------
James F. Gaertner Roger R. Hemminghaus
Director and Chairman of the Board Director
/s/ Colombe M. Nicholas /s/ Mark J. Flaherty
- -------------------------------------------- --------------------------------
Colombe M. Nicholas Mark J. Flaherty
Director Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ C.A. Rundell, Jr.
- --------------------------------------------
C.A. Rundell, Jr.
Director
</Table>
4
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the administrator of the Plan 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 May 15, 2003.
TANDY BRANDS ACCESSORIES, INC.
STOCK PURCHASE PROGRAM
By: Tandy Brands Accessories, Inc.
Administrative Committee,
Plan Administrator
By: /s/ J.S.B. Jenkins
---------------------------------
J.S.B. Jenkins
Administrative Committee Member
5
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
4.1 Certificate of Incorporation of Tandy Brands Accessories, Inc.
(incorporated herein by reference to Exhibits 3.1 and 4.1 to
Tandy Brands Accessories, Inc.'s Registration Statement on
Form S-1 filed on November 2, 1990 (No. 33-37588)).
4.2 Bylaws of Tandy Brands Accessories, Inc. (incorporated herein
by reference to Exhibit 3.2 to Tandy Brands Accessories,
Inc.'s Registration Statement on Form S-1 filed on November 2,
1990 (No. 33-37588)).
4.3 Amendment No. 1 to Bylaws of Tandy Brands Accessories, Inc.
(incorporated herein by reference to Exhibit 3.3 to Tandy
Brands Accessories, Inc.'s Quarterly Report on Form 10-Q for
the three months ended March 31, 2002).
4.4 Form of Common Stock Certificate of Tandy Brands Accessories,
Inc. (incorporated herein by reference to Exhibit 4.2 to Tandy
Brands Accessories, Inc.'s Registration Statement on Form S-1
filed on December 31, 1990 (No. 33-37588)).
4.5 Amended and Restated Rights Agreement dated as of October 19,
1999 between Tandy Brands Accessories, Inc. and Bank Boston,
N.A. (incorporated herein by reference to Exhibit 4 to Tandy
Brands Accessories, Inc.'s Current Report on Form 8-K filed on
November 2, 1999).
4.6 Amendment to Amended and Restated Rights Agreement dated as of
October 16, 2001 between Tandy Brands Accessories, Inc. and
Fleet National Bank (formerly Bank Boston, N.A.) (incorporated
herein by reference to Exhibit 4.7 to Tandy Brands
Accessories, Inc.'s Quarterly Report on Form 10-Q for the
three months ended March 31, 2002).
4.7 Form of Rights Certificate of Tandy Brands Accessories, Inc.
(incorporated herein by reference to Exhibit 4 to Tandy Brands
Accessories, Inc.'s Current Report on Form 8-K filed on
November 2, 1999).
5.1 Opinion of Winstead Sechrest & Minick P.C.*
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of Whitley Penn.*
23.3 Consent of Winstead Sechrest & Minick P.C. (included in
Exhibit 5.1).*
24.1 Power of Attorney (included on page 4).*
99.1 Tandy Brands Accessories, Inc. Stock Purchase Program (as
amended and restated effective October 18, 1991) (incorporated
herein by reference to Exhibit 28.1 to Tandy Brands
Accessories, Inc.'s Registration Statement on Form S-8 filed
on March 27, 1992 (No. 33-46814)).
99.2 Amendment No. 1 to the Tandy Brands Accessories, Inc. Stock
Purchase Program (incorporated herein by reference to Exhibit
10.27 to Tandy Brands Accessories, Inc.'s Quarterly Report on
Form 10-Q for the three months ended March 31, 2003).
</Table>
* Filed herewith.