UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported):
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February 14, 2012
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Tandy Leather Factory, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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(State or Other Jurisdiction of Incorporation
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1-12368
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75-2543540
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(Commission File Number)
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(IRS Employer Identification Number)
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1900 Southeast Loop 820, Fort Worth, Texas
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76140
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(Address of Principal Executive Offices)
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(Zip Code)
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(817) 872-3200
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(Registrant’s Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 14, 2012, Wray Thompson notified Tandy Leather Factory, Inc. (the “Company”) of his resignation from the Company’s Board of Directors (the “Board”), effective immediately. Mr. Thompson’s resignation was not due to any disagreement with the Company, known to an executive officer of the Company, on any matter relating to the Company’s operations, policies or practices.
On February 14, 2012, the remaining members of the Board, upon the recommendation of the Board’s Nominating Committee, unanimously elected William M. Warren as a director of the Company, effective February 15, 2012. Mr. Warren will serve as a director of the Company until the 2013 Annual Meeting of Stockholders of the Company or until his successor has been elected and qualified. Mr. Warren currently serves as Secretary of the Company as well as General Counsel. The Board has not yet determined the committees of the Board on which Mr. Warren will serve.
Mr. Warren has served as Secretary and General Counsel of the Company since 1993. Mr. Warren is President and Director of Loe, Warren, Rosenfield, Kaitcer, Hibbs, Windsor & Lawrence, P.C., a law firm located in Fort Worth, Texas.
In addition, on February 14, 2012, the Board unanimously selected Joseph R. Mannes, a director of the Company since 1998 and Chairman of the Audit Committee, to act as Chairman of the Board (filling the vacancy created by Mr. Thompson’s resignation) until the 2013 Annual Meeting of Stockholders of the Company or until his successor has been elected and qualified.
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.
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TANDY LEATHER FACTORY, INC.
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Date: February 19, 2013
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BY: /s/ Jon Thompson
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Jon Thompson, Chief Executive Officer
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and President
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