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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
October 19, 1999
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TANDY BRANDS ACCESSORIES, INC.
(Exact name of registrant as specified in charter)
DELAWARE
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(State or other Jurisdiction of Incorporation or Organization)
0-18929 75-2349915
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(Commission File Number) (IRS Employer Identification No.)
690 EAST LAMAR BLVD.
SUITE 200
ARLINGTON, TEXAS 76011
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(Address of Principal Executive Offices) (Zip Code)
(817) 265-4113
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(Registrant's telephone
number, including area code)
NO CHANGE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On October 19, 1999, the Board of Directors of the Registrant (the
"Board") authorized the amendment and restatement of its stockholder rights
plan, dated as of November 7, 1990, resulting in an Amended and Restated Rights
Agreement, dated as of October 19, 1999 (the "Amended Rights Agreement"),
between the Registrant and BankBoston, N.A., as rights agent.
The Amended Rights Agreement was adopted in the normal course of
updating and extending the predecessor stockholder rights plan which was
scheduled to expire on December 31, 2000 and not in response to any acquisition
proposal.
In the Amended Rights Agreement, the Registrant has extended the
expiration date of its stockholder rights plan to October 19, 2009, and has
amended it to reflect prevailing stockholder rights plan terms. These amendments
included, without limitation, the following: (a) the threshold beneficial
ownership level of the common stock which triggers (i) the exercise of the
rights, (ii) the "flip-in" feature of the rights and (iii) the "flip-over"
feature of the rights has been reduced from 20% to 15%; (b) the threshold
beneficial ownership level of the common stock sought in a commenced or in an
announced tender or exchange offer that triggers the exercisability of the
rights has been lowered from 25% to 15%; (c) the exercise price for the purchase
of 1/100th share of the Registrant's Series A Junior Participating Cumulative
Preferred Stock, par value $1.00 per share, has been increased from $36.00 to
$70.00; (d) an exchange provision has been added which provides that the Board
may elect to exchange the Rights (as defined in the Amended Rights Agreement) in
whole or in part, for shares of Common Stock of the Registrant at an exchange
ratio of one share of Common Stock per Right; and (e) the continuing director
provision in the predecessor stockholder rights plan has been omitted from the
Amended Rights Agreement.
A copy of the Amended Rights Agreement is attached hereto as Exhibit 4
and is incorporated herein by reference. The foregoing discussion does not
purport to be complete and is qualified in its entirety by reference to such
Exhibit.
ITEM 7. EXHIBITS.
Exhibit 4 Form of Amended and Restated Rights Agreement dated
as of October 19, 1999, between the Registrant and
Bank Boston, N.A., as rights agent, including Form of
Certificate of Designation for the Preferred Stock as
Exhibit A, Form of Rights Certificate as Exhibit B,
and the Summary of Rights to purchase Preferred Stock
as Exhibit C.
Exhibit 99 Form of Press Release, dated November 2, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TANDY BRANDS ACCESSORIES, INC.
Date: November 2, 1999 By: /s/ J.S.B. Jenkins
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J.S.B. Jenkins, President
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INDEX TO EXHIBITS
Exhibit
Number Description
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4 Form of Amended and Restated Rights Agreement dated as of
October 19, 1999, between the Registrant and Bank Boston,
N.A., as rights agent, including Form of Certificate of
Designation for the Preferred Stock as Exhibit A, Form of
Rights Certificate as Exhibit B, and the Summary of Rights to
purchase Preferred Stock as Exhibit C.
99 Form of Press Release, dated November 2, 1999.