Attached files
| file | filename |
|---|---|
| EX-4.8 - EXHIBIT 4.8 - TANDY BRANDS ACCESSORIES INC | exh_48.htm |
| EX-31.1 - EXHIBIT 31.1 - TANDY BRANDS ACCESSORIES INC | exh_311.htm |
| EX-31.2 - EXHIBIT 31.2 - TANDY BRANDS ACCESSORIES INC | exh_312.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended June 30, 2011 Commission File Number 0-18927
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 |
|
incorporation or organization)
|
Identification Number) |
3631 West Davis Suite A, Dallas, Texas 75211
(Address of principal executive offices and zip code)
214-519-5200
(Registrant’s telephone number, including area code)
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
Common Stock, Par Value $1.00 Per Share
(Title of class)
|
The NASDAQ Global Market
(Name of each exchange on which registered)
|
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ] Yes [x] No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [x] No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[x] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[ ] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | [ ] | Accelerated filer | [ ] | |
| Non-accelerated filer | [ ] (Do not check if a smaller reporting company) | Smaller reporting company | [x] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] Yes [x] No
The aggregate market value of the voting common equity held by non-affiliates based upon the closing price of the common stock on the NASDAQ Global Market on December 31, 2010 was $18,149,176. Shares of common stock held by executive officers and directors have been excluded. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
There were 7,088,431 shares of common stock, par value $1.00 per share, outstanding on August 31, 2011.
DOCUMENTS INCORPORATED BY REFERENCE
None.
References in this 10-K/A to “we,” “our,” “us,” or the “Company” refer to Tandy Brands Accessories, Inc. and its subsidiaries, unless the context requires otherwise.
EXPLANATORY NOTE
This Form 10-K/A is filed as Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended June 30, 2011, originally filed with the Securities and Exchange Commission (the “Commission”) on September 1, 2011 (the “Original 10-K”). This Form 10-K/A is being filed solely to (i) amend and restate in its entirety the Exhibit Index of the original 10-K, and (ii) to re-file Exhibit 4.8, the Credit Agreement, by and between Tandy Brands Accessories, Inc. and Wells Fargo Bank, dated as of August 25, 2011 (the “Credit Agreement”), in each case in response to comments we received from the Commission on a confidential treatment request we made for certain portions of the exhibits.
We have not been requested to, and we are not, restating our financial results; this Form 10-K/A does not change our previously reported consolidated financial statements (reported in the Original 10-K) or make any other changes to the Original 10-K. Only Exhibit 4.8, as now redacted, and Item 15 (Exhibits) of Part IV have been amended, and this amended report does not reflect events occurring after the filing of the Original Form 10-K or modify or update those disclosures in any way other than as required to reflect the resolution of the comments received from the Staff of the Commission with respect to our application for confidential treatment. The filing of this Form 10-K/A shall not be deemed an admission that the Original Form 10-K, when filed, knowingly included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading. This Form 10-K/A should be read in conjunction with our subsequent filings with the Commission.
Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires that this Form 10-K/A include as exhibits the certifications required of the Company’s principal executive officer and principal financial officer under Section 302 of the Sarbanes-Oxley Act of 2002. The Company is not including certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Form 10-K/A.
TABLE OF CONTENTS
PART IV
Item 15 Exhibits And Financial Statement Schedules
SIGNATURES
PART IV
ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibits
The Exhibit Index immediately preceding the exhibits required to be filed with this report is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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TANDY BRANDS ACCESSORIES, INC.
(Registrant)
|
|
| /s/ N. Roderick McGeachy, III | |
|
N. Roderick McGeachy, III
President and Chief Executive Officer
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|
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Date: April 19, 2012
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Name
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Position
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Date
|
||
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/s/N. Roderick McGeachy, III
|
Director, Chairman of the Board,
|
April 19, 2012
|
||
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N. Roderick McGeachy, III
|
President and
Chief Executive Officer
(principal executive officer)
|
|||
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/s/Joseph C. Talley
|
Chief Accounting Officer
|
April 19, 2012
|
||
|
Joseph C. Talley
|
(principal financial and
accounting officer )
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TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
| Incorporated by Reference
(if applicable)
|
||||||||||
|
Exhibit Number and Description
|
Form
|
Date
|
File No.
|
Exhibit
|
||||||
| (3) |
Articles of Incorporation and Bylaws
|
|||||||||
| 3.1 |
Certificate of Incorporation of Tandy Brands Accessories, Inc.
|
S-1
|
11/02/90
|
33-37588
|
3.1
|
|||||
| 3.2 |
Certificate of Amendment of the Certificate of Incorporation of Tandy Brands Accessories, Inc.
|
8-K
|
11/02/07
|
0-18927
|
3.1
|
|||||
| 3.3 |
Amended and Restated Bylaws of Tandy Brands Accessories, Inc., effective July 2007
|
8-K
|
7/13/07
|
0-18927
|
3.01
|
|||||
| 3.4 |
Amendment No. 1 to Amended and Restated Bylaws of Tandy Brands Accessories, Inc.
|
8-K
|
11/02/07
|
0-18927
|
3.2
|
|||||
| (4) | Instruments Defining the Rights of Security Holders, Including Indentures | |||||||||
|
|
||||||||||
| 4.1 |
Form of Common Stock Certificate of Tandy Brands Accessories, Inc.
|
S-1
|
12/17/90
|
33-37588
|
4.2
|
|||||
| 4.2 |
Certificate of Elimination of Series A Junior Participating Cumulative Preferred Stock of Tandy Brands Accessories, Inc.
|
8-K
|
10/24/07
|
0-18927
|
3.1
|
|||||
| 4.3 |
Credit Agreement by and between Tandy Brands Accessories, Inc. and Comerica Bank dated as of February 12, 2008
|
10-Q
|
2/12/10
|
0-18927
|
4.3
|
|||||
| 4.4 |
Amendment No. 1 to Credit Agreement dated as of February 12, 2008 by and between Tandy Brands Accessories, Inc. and Comerica Bank effective as of March 31, 2009
|
10-Q
|
2/12/10
|
0-18927
|
4.4
|
|||||
| 4.5 |
Amendment No. 2 to Credit Agreement dated as of February 12, 2008 by and between Tandy Brands Accessories, Inc. and Comerica Bank effective as of October 6, 2009
|
10-Q
|
2/12/10
|
0-18927
|
4.5
|
|||||
| 4.6 |
Amendment No. 3 to Credit Agreement dated as of February 12, 2008 by and between Tandy Brands Accessories, Inc. and Comerica Bank effective as of May 10, 2009
|
10-Q
|
5/13/10
|
0-18927
|
4.6
|
|||||
| 4.7 |
Amendment No. 4 to Credit Agreement dated as of February 12, 2008 by and between Tandy Brands Accessories, Inc. and Comerica Bank effective as of March 31, 2011
|
10-Q
|
5/12/11
|
0-18927
|
4.7
|
|||||
TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
| Incorporated by Reference
(if applicable)
|
||||||||||
|
Exhibit Number and Description
|
Form
|
Date
|
File No.
|
Exhibit
|
||||||
| 4.8 |
Credit Agreement by and between Tandy Brands Accessories, Inc. and Wells Fargo Bank dated as of August 25, 2011**
(Confidential Treatment Requested)
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||
| (10) | Material Contracts | |||||||||
| 10.1 |
Form of Indemnification Agreement between Tandy Brands Accessories, Inc. and certain of its Directors
|
S-1
|
12/17/90
|
33-37588
|
10.16
|
|||||
| 10.2 |
Tandy Brands Accessories, Inc. Nonqualified Formula Stock Option Plan for Non-Employee Directors*
|
S-8
|
2/10/94
|
33-75114
|
28.1
|
|||||
| 10.3 |
Amendment No. 4 to the Tandy Brands Accessories, Inc. Nonqualified Formula Stock Option Plan For Non-Employee Directors*
|
10-Q
|
5/10/02
|
0-18927
|
10.39
|
|||||
| 10.4 |
Tandy Brands Accessories, Inc. 1995 Stock Deferral Plan for Non-Employee Directors*
|
S-8
|
6/03/96
|
333-08579
|
99.1
|
|||||
| 10.5 |
Tandy Brands Accessories, Inc. 1997 Employee Stock Option Plan*
|
S-8
|
12/12/97
|
333-42211
|
99.1
|
|||||
| 10.6 |
Amendment No. 2 to the Tandy Brands Accessories, Inc. 1997 Employee Stock Option Plan*
|
10-Q
|
5/10/02
|
0-18927
|
10.38
|
|||||
| 10.7 |
Nonqualified Stock Option Agreement for Non-Employee Directors, dated October 16, 2001, by and between Tandy Brands Accessories, Inc. and Dr. James F. Gaertner*
|
S-8
|
5/15/02
|
333-88276
|
10.2
|
|||||
| 10.8 |
Nonqualified Stock Option Agreement for Non-Employee Directors, dated October 16, 2001, by and between Tandy Brands Accessories, Inc. and Gene Stallings*
|
S-8
|
5/15/02
|
333-88276
|
10.4
|
|||||
| 10.9 |
Nonqualified Stock Option Agreement for Non-Employee Directors, dated October 16, 2001, by and between Tandy Brands Accessories, Inc. and Roger R. Hemminghaus*
|
S-8
|
5/15/02
|
333-88276
|
10.5
|
|||||
| 10.10 |
Nonqualified Stock Option Agreement for Non-Employee Directors, dated October 16, 2001, by and between Tandy Brands Accessories, Inc. and Colombe M. Nicholas*
|
S-8
|
5/15/02
|
333-88276
|
10.6
|
|||||
| 10.11 |
Tandy Brands Accessories, Inc. 2002 Omnibus Plan*
|
10-Q
|
11/12/02
|
0-18927
|
10.24
|
|||||
TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
| Incorporated by Reference
(if applicable)
|
||||||||||
|
Exhibit Number and Description
|
Form
|
Date
|
File No.
|
Exhibit
|
||||||
| 10.12 |
Form of Non-Employee Director Nonqualified Stock Option Agreement pursuant to the Tandy Brands Accessories, Inc. 2002 Omnibus Plan*
|
10-K
|
9/23/04
|
0-18927
|
10.39
|
|||||
| 10.13 |
Form of Employee Nonqualified Stock Option Agreement pursuant to the Tandy Brands Accessories, Inc. 2002 Omnibus Plan*
|
10-K
|
9/23/04
|
0-18927
|
10.40
|
|||||
| 10.14 |
Form of Non-Employee Director Restricted Stock Award Agreement pursuant to the Tandy Brands Accessories, Inc. 2002 Omnibus Plan*
|
10-K
|
9/23/04
|
0-18927
|
10.41
|
|||||
| 10.15 |
Form of Employee Restricted Stock Award Agreement pursuant to the Tandy Brands Accessories, Inc. 2002 Omnibus Plan*
|
10-K
|
9/23/04
|
0-18927
|
10.42
|
|||||
| 10.16 |
Amendment No. 2 to the Tandy Brands Accessories, Inc. 1995 Stock Deferral Plan for Non-Employee Directors*
|
10-K
|
9/22/06
|
0-18927
|
10.35
|
|||||
| 10.17 |
Credit Agreement by and between Tandy Brands Accessories, Inc. and Comerica Bank dated as of February 12, 2008
|
10-Q
|
2/12/10
|
0-18927
|
10.1
|
|||||
| 10.18 |
Amendment No. 1 to Credit Agreement dated as of February 12, 2008 by and between Tandy Brands Accessories, Inc. and Comerica Bank effective as of March 31, 2009
|
10-Q
|
2/12/10
|
0-18927
|
10.2
|
|||||
| 10.19 |
Amendment No. 2 to Credit Agreement dated as of February 12, 2008 by and between Tandy Brands Accessories, Inc. and Comerica Bank effective as of October 6, 2009
|
10-Q
|
2/12/10
|
0-18927
|
10.3
|
|||||
| 10.20 |
Amendment No. 3 to Credit Agreement dated as of February 12, 2008 by and between Tandy Brands Accessories, Inc. and Comerica Bank effective as of May 10, 2009
|
10-Q
|
5/13/10
|
0-18927
|
10.3
|
|||||
| 10.21 |
Amendment No. 4 to Credit Agreement dated as of February 12, 2008 by and between Tandy Brands Accessories, Inc. and Comerica Bank effective as of March 31, 2011
|
10-Q
|
5/12/11
|
0-18927
|
4.7
|
|||||
| 10.22 |
Amendment No. 1 to the Tandy Brands Accessories, Inc. 2002 Omnibus Plan*
|
10-K
|
9/21/07
|
0-18927
|
10.38
|
|||||
TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
| Incorporated by Reference
(if applicable)
|
||||||||||
|
Exhibit Number and Description
|
Form
|
Date
|
File No.
|
Exhibit
|
||||||
| 10.23 |
Nonqualified Stock Option Agreement pursuant to the Tandy Brands Accessories, Inc. 2002 Omnibus Plan with N. Roderick McGeachy, III dated October 1, 2008*
|
10-Q
|
11/10/08
|
0-18927
|
10.2
|
|||||
| 10.24 |
Amendment No. 2 to the Tandy Brands Accessories, Inc. 1995 Stock Deferral Plan for Non-Employee Directors dated December 31, 2008*
|
10-Q
|
2/4/09
|
0-18927
|
10.2
|
|||||
| 10.25 |
Form of Tandy Brands Accessories, Inc. Fiscal 2009 Performance Unit Award Agreement*
|
10-Q
|
2/4/09
|
0-18927
|
10.6
|
|||||
| 10.26 |
Form of Tandy Brands Accessories, Inc. Fiscal 2010 Performance Unit Award Agreement*
|
10-K
|
8/27/09
|
0-18927
|
10.49
|
|||||
| 10.27 |
Consulting Agreement by and between Tandy Brands Accessories, Inc. and J.S.B. Jenkins effective as of May 8, 2009*
|
10-Q
|
5/14/09
|
0-18927
|
10.8
|
|||||
| 10.28 |
Summary of Fiscal 2012 Management Incentive Plan for Tandy Brands Accessories, Inc.*
|
8-K
|
6/30/11
|
0-18927
|
10.1
|
|||||
| 10.29 |
Summary of 2012 Long-Term Incentive Program for Tandy Brands Accessories, Inc.*
|
8-K
|
6/30/11
|
0-18927
|
10.2
|
|||||
| 10.30 |
Agreement to Provide Severance Pay by and between Tandy Brands Accessories, Inc. and N. Roderick McGeachy, III dated as of April 22, 2010*
|
10-Q
|
5/13/10
|
0-18927
|
10.1
|
|||||
| 10.31 |
Change of Control Agreement by and between Tandy Brands Accessories, Inc. and N. Roderick McGeachy, III dated as of April 22, 2010*
|
10-Q
|
5/13/10
|
0-18927
|
10.2
|
|||||
| 10.32 |
Industrial Lease Agreement between Pinnacle Industrial Center Limited Partnership, as Landlord, and Tandy Brands Accessories, Inc., as Tenant, dated September 24, 1999; First Amendment to Industrial Lease Agreement dated January 5, 2000; Second Amendment to Industrial Lease Agreement with Pinnacle Industrial Dallas, Inc. dated September 4, 2003; Third Amendment to Industrial Lease Agreement dated August 24, 2009 with The Realty Associates Fund VII, L.P.; Fourth Amendment to Industrial Lease Agreement dated October 6, 2009
|
10-K
|
8/26/10
|
0-18927
|
10.32
|
|||||
TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
| Incorporated by Reference
(if applicable)
|
||||||||||
|
Exhibit Number and Description
|
Form
|
Date
|
File No.
|
Exhibit
|
||||||
| 10.33 |
Form of Tandy Brands Accessories, Inc. Fiscal 2011 Performance Unit Award Agreement*
|
10-K
|
8/26/10
|
0-18927
|
10.33
|
|||||
| 10.34 |
Form of Tandy Brands Accessories, Inc. Fiscal 2012 Performance Unit Award Agreement*
|
10-K
|
9/1/2011
|
0-18927
|
10.34
|
|||||
| 10.35 |
Fiscal 2012 Compensation Summaries*
|
10-K
|
9/1/2011
|
0-18927
|
10.35
|
|||||
| 10.36 |
Services Agreement between RDMartin, Ltd. and Tandy Brands Accessories, Inc. dated as of January 2, 2011*
|
10-Q
|
2/10/11
|
0-18927
|
10.1
|
|||||
| 10.37 |
Separation Agreement and Release of Claims between M.C. Mackey and Tandy Brands Accessories, Inc., effective January 14, 2011*
|
10-Q
|
2/10/11
|
0-18927
|
10.2
|
|||||
| 10.38 |
Credit Agreement by and between Tandy Brands Accessories, Inc. and Wells Fargo Bank dated as of August 25, 2011
(Confidential Treatment Requested)
(Incorporated by reference to Exhibit 4.8)**
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||
| 10.39 |
Form of Non-Employee Director Restricted Stock Award Agreement pursuant to Tandy Brands Accessories, Inc. 2002 Omnibus Plan (2011)*
|
10-K
|
9/1/2011
|
0-18927
|
10.39
|
|||||
| (16) | Letter Regarding Change in Certifying Accountant |
8-K
|
5/19/11
|
0-18927
|
16.1
|
|||||
| (21) | Subsidiaries of the Registrant | |||||||||
| 21.1 |
List of Subsidiaries
|
10-K
|
9/1/2011
|
0-18927
|
21.1
|
|||||
| (23) | Consents of Experts and Counsel | |||||||||
| 23.1 |
Consent of Grant Thornton LLP
|
10-K
|
9/1/2011
|
0-18927
|
23.1
|
|||||
| 23.2 |
Consent of Ernst & Young LLP
|
10-K
|
9/1/2011
|
0-18927
|
23.2
|
|||||
| (31) | Rule 13a-14(a)/15d-14(a) Certifications | |||||||||
| 31.1 |
Certification Pursuant to Rule 13a-14(a)/15d-14(a) (Principal Executive Officer)**
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||
| 31.2 |
Certification Pursuant to Rule 13a-14(a)/15d-14(a) (Principal Financial Officer)**
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||
TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
| Incorporated by Reference
(if applicable)
|
||||||||||
|
Exhibit Number and Description
|
Form
|
Date
|
File No.
|
Exhibit
|
||||||
| (32) | Section 1350 Certifications | |||||||||
| 32.1 |
Section 1350 Certifications (Principal Executive Officer and Principal Financial Officer)
|
10-K
|
9/1/2011
|
0-18927
|
32.1
|
|||||
__________________
|
*
|
Management contract or compensatory plan
|
|
**
|
Filed herewith
|