As filed with the Securities and Exchange Commission on October 7, 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 76011
(Address of principal executive offices and zip code)
TANDY BRANDS ACCESSORIES, INC.
BENEFIT RESTORATION PLAN
(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)
CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
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(2)
---------------- ------------- -------------- ----------------- ------------
Common Stock, $1.00 par value per share 150,000 $14.575 $2,186,250.00 $176.87
</Table>
(1) Pursuant to Rule 416(c), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
Tandy Brands Accessories, Inc. Benefit Restoration Plan.
(2) Calculated pursuant to paragraphs (c) and (h) of Rule 457, based upon
the average of the high and low sales prices of Tandy Brands
Accessories, Inc.'s common stock on October 6, 2003 (as reported on the
Nasdaq National Market).
================================================================================
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 (the "Securities Act") is omitted from this registration statement on Form
S-8 (this "Registration Statement") in accordance with Rule 428 under the
Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
We, together with the Tandy Brands Accessories, Inc. Benefit
Restoration Plan (the "Plan"), incorporate by reference into this Registration
Statement the following documents filed with the Securities and Exchange
Commission (the "Commission") as of their respective filing dates:
(a) our Annual Report on Form 10-K (File No. 0-18927) for the year
ended June 30, 2003;
(b) our Current Report on Form 8-K (File No. 0-18927) filed on
August 13, 2003 (but specifically excluding those portions
merely furnished to the Commission under Item 12 thereof); and
(c) 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
DELAWARE GENERAL CORPORATION LAW (the "DGCL")
Section 145(a) of the DGCL 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 or she 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, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she 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 or her conduct was unlawful.
Section 145(b) of the DGCL 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 or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she 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, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification may be made in respect of any
claim, issue or matter as to which such person 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
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Section 145(c) of the DGCL provides that to the extent a present or
former director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
therewith.
Section 145(d) of the DGCL provides that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because he or she has met the applicable
standard of conduct set forth in subsections (a) and (b) of Section 145. Such
determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (i) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (ii) by a committee of such directors designated by a
majority vote of such directors, even though less than a quorum, or (iii) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (iv) by the stockholders.
2
Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the corporation as authorized in Section
145. Such expenses (including attorneys' fees) incurred by former directors and
officers or other employees and agents may be so paid upon such terms and
conditions, if any, as the corporation deems appropriate.
CERTIFICATE OF INCORPORATION
Our Certificate of Incorporation provides that our directors shall not
be personally liable to us or our stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to us or our stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) in respect of certain unlawful dividend payments or stock
purchases or redemptions or (iv) for any transaction from which the director
derived an improper personal benefit. If the DGCL is amended to authorize the
further elimination or limitation of the liability of directors, the liability
of our directors, in addition to the limitation on personal liability provided
in our Certificate of Incorporation, will be limited to the fullest extent
permitted by the DGCL, as amended. Further, any repeal or modification of such
provision of our Certificate of Incorporation by our stockholders will be
prospective only, and will not adversely affect any limitation on the personal
liability of our directors existing at the time of such repeal or modification.
BYLAWS
Our Bylaws provide that each director or officer, whether or not then
in office, shall be reimbursed by us to the full extent permitted by Section 145
of the DGCL for all reasonable expenses incurred by, imposed upon or resulting
from any action, suit or proceeding to which he or she may be made a party by
reason of his or her being or having been a director or officer of Tandy Brands
Accessories, Inc. or any of our subsidiaries, or of any other corporation at our
request. Such indemnity shall inure to the benefit of his or her heirs and
administrators. We may also make such reimbursement in the event of a settlement
of any such action, suit or proceedings prior to final adjudication when such
settlement appears to be in our interest.
INDEMNIFICATION AGREEMENTS
We have entered into Indemnification Agreements pursuant to which we
have agreed to indemnify certain of our directors and officers against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement if
such director or officer is or was 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 Tandy Brands Accessories, Inc.) by reason of (i) the fact that the
director or officer is or was a director, officer, employee or agent of Tandy
Brands Accessories, Inc., (ii) the fact that the director or officer is or was
serving at our request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise or (iii) any
action or inaction by the director or officer while acting as such a director,
officer, employee or agent. Such persons will be indemnified to the fullest
extent now or hereafter permitted by the DGCL.
3
The Indemnification Agreements also provide for the advancement of certain
expenses to our directors and officers in connection with any such suit or
proceeding.
INSURANCE
We have obtained a directors' and officers' liability insurance policy
insuring our directors and officers against certain losses resulting from
wrongful acts committed by them in their capacities as directors and officers of
Tandy Brands Accessories, Inc., including liabilities arising under the
Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
4
ITEM 8. EXHIBITS.
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 and December 31, 1990, respectively (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 (No. 0-18927)).
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 (No. 0-18927)).
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 (No. 0-18927)).
4.7 Form of Preferred Share Purchase Rights Certificate of Tandy Brands
Accessories, Inc. (incorporated herein by reference to Exhibit 4.3 to
Tandy Brands Accessories, Inc.'s Registration Statement on Form S-1
filed on December 31, 1990 (No. 33-37588)).
4.8 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 (No. 0-18927)).
23.1 Consent of Ernst & Young LLP.*
24.1 Power of Attorney (included on page 8).*
99.1 Tandy Brands Accessories, Inc. Benefit Restoration Plan and related
Trust Agreement and Amendment Nos. 1 and 2 thereto (incorporated herein
by reference to Exhibit 10.14 to Tandy Brands Accessories, Inc.'s Form
10-K for the year ended June 30, 1996 (No. 0-18927)).
99.2 Amendment No. 3 to the Tandy Brands Accessories, Inc. Benefit
Restoration Plan (incorporated herein by reference to Exhibit 10.32 to
Tandy Brands Accessories, Inc.'s Form 10-K for the year ended June 30,
2003 (No. 0-18927)).
99.3 Succession Agreement, dated July 1, 2001, between Tandy Brands
Accessories, Inc. and Chase Texas, N.A. (the Former Trustee) and
Comerica Bank - Texas (the Trustee), relating to the Tandy Brands
Accessories Inc. Benefit Restoration Plan (incorporated herein by
reference to Exhibit 10.34 to Tandy Brands Accessories, Inc.'s Form
10-K for the year ended June 30, 2003 (No. 0-18927)).
* Filed herewith.
5
ITEM 9. UNDERTAKINGS.
(1) We hereby undertake:
(a) 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
this 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 this Registration
Statement;
(iii) to include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(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 with or furnished to the Commission by
us pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration
Statement.
(b) 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.
(c) 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.
(2) We hereby undertake that, for purposes of determining any liability
under the Securities Act, each filing of our annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and each filing of the 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have 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 us of expenses incurred or paid by any of our directors, officers
or controlling persons in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
6
controlling person in connection with the securities being registered, we will,
unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
7
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, thereunto duly authorized, in the City of Arlington, State of
Texas, as of October 7, 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
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 October 7, 2003.
/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/ Dr. James F. Gaertner /s/ Roger R. Hemminghaus
- -------------------------------------- ----------------------------------
Dr. 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
8
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, as of October 7, 2003.
TANDY BRANDS ACCESSORIES, INC.
BENEFIT RESTORATION PLAN
By: Tandy Brands Accessories, Inc.
Administrative Committee
By: /s/ J.S.B. Jenkins
--------------------------
J.S.B. Jenkins
Member of Administrative
Committee
9
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 and December 31, 1990, respectively (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 (No. 0-18927)).
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 (No. 0-18927)).
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 (No. 0-18927)).
4.7 Form of Preferred Share Purchase Rights Certificate of Tandy Brands
Accessories, Inc. (incorporated herein by reference to Exhibit 4.3 to
Tandy Brands Accessories, Inc.'s Registration Statement on Form S-1
filed on December 31, 1990 (No. 33-37588)).
4.8 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 (No. 0-18927)).
23.1 Consent of Ernst & Young LLP.*
24.1 Power of Attorney (included on page 8).*
99.1 Tandy Brands Accessories, Inc. Benefit Restoration Plan and related
Trust Agreement and Amendment Nos. 1 and 2 thereto (incorporated herein
by reference to Exhibit 10.14 to Tandy Brands Accessories, Inc.'s Form
10-K for the year ended June 30, 1996 (No. 0-18927)).
99.2 Amendment No. 3 to the Tandy Brands Accessories, Inc. Benefit
Restoration Plan (incorporated herein by reference to Exhibit 10.32 to
Tandy Brands Accessories, Inc.'s Form 10-K for the year ended June 30,
2003 (No. 0-18927)).
99.3 Succession Agreement, dated July 1, 2001, between Tandy Brands
Accessories, Inc. and Chase Texas, N.A. (the Former Trustee) and
Comerica Bank - Texas (the Trustee), relating to the Tandy Brands
Accessories Inc. Benefit Restoration Plan (incorporated herein by
reference to Exhibit 10.34 to Tandy Brands Accessories, Inc.'s Form
10-K for the year ended June 30, 2003 (No. 0-18927)).
* Filed herewith.
</Table>