As
filed
with the Securities and Exchange Commission on June 5, 2006
Registration
No. 333-__________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_____________________________
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________________
Tandy
Leather Factory, Inc.
(Exact
name of registrant as specified in its charter)
_____________________________
|
Delaware
|
5199
|
75-2543540
|
|
(State
or other jurisdiction of incorporation or organization)
|
(Primary
Standard Industrial Classification Code Number)
|
(I.R.S.
Employer
Identification
Number)
|
3847
East Loop 820 South
Fort
Worth, Texas 76119
(817)
496-4414
(Address,
including zip code, and telephone number, including area code, of registrant's
principal executive offices)
_____________________________
Wray
Thompson
Chairman
of the Board and Chief Executive Officer
Tandy
Leather Factory, Inc.
3847
East Loop 820 South
Fort
Worth, Texas 76119
(817)
496-4414
(Name,
address, including zip code, and telephone number, including area code, of
agent
for service)
_____________________________
Copy
To:
Douglas
W. Clayton
Cantey
& Hanger, LLP
801
Cherry Street, Suite 2100
Fort
Worth, Texas 76102
(817)
877-2890
Fax:
(817) 877-2807
Approximate
date of commencement of proposed sale to the public:
From
time
to time after this registration statement becomes effective
If
any of
the securities being registered on this Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. |X|
If
this
form is filed to register additional securities for an offering pursuant
to Rule
462(b) under the Securities Act, please check the following box and list
the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If
this
form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the
same
offering. |_|
If
this
form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the
same
offering. |_|
CALCULATION
OF REGISTRATION FEE
|
Title
of Class of Securities to be Registered
|
Amount
to be Registered
|
Proposed
Maximum Offering
Price
per Share(1)
|
Proposed
Maximum Aggregate Offering Price
|
Amount
of Registration Fee
|
|
Common
Stock, $.0024 par value
|
3,000,000
|
$6.585
|
$19,755,000.00
|
$2,113.79
|
| (1) |
Estimated
solely for the purpose of computing the registration fee required
by
Section 6(b) of the Securities Act and computed pursuant to Rule
457(c)
under the Securities Act based upon the average ($6.585) of the high
($6.60) and low ($6.57) prices of the common stock on May 30, 2006,
as
quoted on the American Stock Exchange. It is not known how many shares
will be purchased under this registration statement or at what price
shares will be purchased.
|
THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a),
MAY DETERMINE.
The
information in this prospectus is not complete and may be changed. The selling
stockholders may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and the selling stockholders are
not
soliciting offers to buy these securities in any state where the offer or
sale
is not permitted.
Subject
to Completion, dated June 5, 2006
PROSPECTUS
Tandy
Leather Factory, Inc.
3,000,000
Shares of Common Stock
___________________________
This
prospectus relates to the offer and sale of up to 3,000,000 shares of common
stock, $0.0024 par value, of Tandy Leather Factory, Inc., a Delaware
corporation, that my be offered and sold from time to time by our current
stockholders who purchased such shares from Wray Thompson and Ron Morgan,
affiliates of Tandy Leather Factory, and Sally Thompson, the spouse of Mr.
Thompson. We will not receive any proceeds from the sale of shares by the
selling shareholders.
Messrs.
Thompson and Morgan will reimburse us for all expenses of the offering
(estimated at $63,114), except that the selling stockholders will pay any
applicable underwriter’s commissions and expenses, brokerage fees or transfer
taxes, as well as any fees and disbursements of counsel and experts for the
selling stockholders.
The
shares may be sold from time to time in transaction at the market prices
then
prevailing on the American Stock Exchange (“AMEX”), in privately negotiated
transactions or otherwise. In connection with any sales, the selling
stockholders and any brokers and dealers participating in such sales may
be
deemed to be “underwriters” within the meaning of the Securities Act. See “Plan
of Distribution.”
Our
common stock is currently listed on the AMEX under the symbol "TLF." On June
2,
2006, the closing sale price of our common stock on the AMEX was $7.00 per
share.
____________________________
FOR
INFORMATION CONCERNING CERTAIN RISKS RELATING TO AN INVESTMENT IN TANDY LEATHER
FACTORY’S COMMON STOCK, SEE "Risk Factors" BEGINNING ON PAGE
3.
_____________________________
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The
date
of this prospectus is _____________, 2006
TABLE
OF CONTENTS
|
Summary
|
Page
1
|
|
Forward-Looking
Statements
|
2
|
|
Risk
Factors
|
3
|
|
Use
of Proceeds
|
4
|
|
Selling
Stockholders
|
4
|
|
Plan
of Distribution
|
5
|
|
Legal
Matters
|
6
|
|
Experts
|
6
|
|
Where
You Can Find More Information
|
6
|
|
Incorporation
of Certain Documents by Reference
|
6
|
|
Disclosure
of Commission Position on Indemnification for Securities Act
Liabilities
|
6
|
SUMMARY
Overview
Tandy
Leather Factory is a retailer and wholesale distributor of a broad line of
leather and related products, including leather, leatherworking tools, buckles
and adornments for belts, leather dyes and finishes, saddle and tack hardware,
and do-it-yourself kits. We also manufacture leather lacing and kits. During
2005, our consolidated sales totaled $50.7 million of which approximately
10.3%
were export sales. Our common stock trades on the American Stock Exchange
under
the symbol "TLF".
At
June
5, 2006, we operated 29 Leather Factory wholesale distribution centers and
60
Tandy Leather retail stores. We also own and operate Roberts, Cushman and
Company, Inc., a manufacturer of custom hat trims.
Our
three
segments can be summarized as shown below:
| 1. |
The
Leather Factory
sells to a mixture of customers that include resellers, national
accounts,
institutional and retail customers and manufacturers. The Leather
Factory’s products are leather and related products, including
leatherworking tools, buckles and adornments for belts, leather dyes
and
finishes, saddle and tack hardware, and do-it-yourself kits. We have
a
chain of 29 wholesale stores located in the United States and
Canada.
|
| 2. |
Tandy
Leather Company
sells primarily to retail customers through a chain of retail stores
located in the United States. Products include quality tools, leather,
accessories, kits and teaching materials. Tandy Leather is the oldest
and
best-known supplier of leather and related supplies used in the
leathercraft industry. From its founding in 1919, Tandy has been
the
primary leathercraft resource worldwide. We acquired the assets of
Tandy
Leather in late 2000, and in early 2002, we initiated a plan to expand
Tandy Leather by opening or acquiring retail stores. As of June 5,
2006, we are operating 60 Tandy Leather retail stores located in
the
United States and Canada.
|
| 3. |
Roberts,
Cushman & Company
manufactures decorative hat trims that are sold directly to hat
manufacturers and distributors. Its operations are not material to
our
financial results.
|
Our
growth, measured both by our net sales and net income, occurs as a result
of the
increase in the number of stores we have and the increase from year to year
of
the sales in our existing stores. The following tables provide summary
information concerning the additions of facilities for our Leather Factory
wholesale centers and Tandy Leather retail stores in each of our fiscal years
from 1999 through June 5, 2006.
STORE
COUNT
YEARS
ENDED DECEMBER 31, 1999 through June 5, 2006
|
Leather
Factory wholesale centers
|
Tandy
Leather retail stores
|
|||||
|
Year
Ended
|
Opened
|
Conversions(1)
|
Total
|
Opened
(2)
|
Closed
|
Total
|
|
Balance
Fwd
|
22
|
N/A
|
||||
|
1999
|
4
|
0
|
26
|
N/A
|
||
|
2000
|
2
|
0
|
28
|
1*
|
0
|
1
|
|
2001
|
2
|
0
|
30
|
0
|
0
|
1
|
|
2002
|
1
|
(1)
|
30
|
14
|
1*
|
14
|
|
2003
|
0
|
0
|
30
|
12
|
0
|
26
|
|
2004
|
0
|
0
|
30
|
16
|
0
|
42
|
|
2005
|
0
|
0
|
30
|
8
|
0
|
50
|
|
2006
(thru June 5)
|
0
|
(1)
|
29
|
10
|
0
|
60
|
(1)
Leather Factory wholesale center converted to a Tandy Leather retail
store.
(2)
Includes conversions of Leather Factory wholesale centers to Tandy Leather
retail stores.
(*)
The
Tandy Leather operation began as a central mail-order fulfillment center
in 2000
that we closed in 2002.
Our
company was founded in 1980 as Midas Leathercraft Tool Company, a Texas
corporation. Midas' original business activity focused on the distribution
of
leathercraft tools. In addition, the founders of Midas entered into a consulting
agreement with Brown Group, Inc., a major footwear retailer, as a result
of
their proposal to develop a multi-location chain of wholesale distribution
centers known as "The Leather Factory." In 1985, Midas purchased the assets
of
The Leather Factory from Brown Shoe Group, which then consisted of six
distribution centers.
In
1993,
we changed our name to "The Leather Factory, Inc.", then reincorporated in
the
state of Delaware in 1994. In 2005, we changed our name to Tandy Leather
Factory, Inc.
Our
expansion of the wholesale chain occurred via the opening of new centers
as well
as numerous acquisitions of small businesses in strategic geographic locations
including the acquisition of our Canadian distributor, The Leather Factory
of
Canada, Ltd., in 1996. By 2002, we had grown to twenty-seven Leather Factory
centers located in the United States and three Leather Factory centers in
Canada. In November 2000, we acquired the operating assets of two subsidiaries
of Tandycrafts, Inc. to form Tandy Leather Company. In 2002, we began opening
retail stores under the "Tandy Leather" name.
Our
corporate headquarters are located at 3847 East Loop 820, South, Fort Worth,
Texas 76119, and our telephone number is (817) 496-4414.
1
About
This Offering
This
prospectus relates to the offer and sale of up to 3,000,000 shares of common
stock, $0.0024 par value, of Tandy Leather Factory, Inc., a Delaware
corporation, that my be offered and sold from time to time by our current
stockholders who purchased such shares from Wray Thompson and Ron Morgan,
affiliates of Tandy Leather Factory, and Sally Thompson, the spouse of Mr.
Thompson. We will not receive any proceeds from the sale of shares by the
selling shareholders.
Messrs.
Thompson and Morgan will reimburse us for all expenses of the offering
(estimated at $63,114), except that the selling stockholders will pay any
applicable underwriter’s commissions and expenses, brokerage fees or transfer
taxes, as well as any fees and disbursements of counsel and experts for the
selling stockholders.
The
shares may be sold from time to time in transaction at the market prices
then
prevailing on the American Stock Exchange (“AMEX”), in privately negotiated
transactions or otherwise. In connection with any sales, the selling
stockholders and any brokers and dealers participating in such sales may
be
deemed to be “underwriters” within the meaning of the Securities Act. See “Plan
of Distribution.”
Our
common stock is currently listed on the AMEX under the symbol "TLF." On June
2,
2006, the closing sale price of our common stock on the AMEX was $7.00 per
share.
FORWARD-LOOKING
STATEMENTS
This
prospectus includes or incorporates by reference forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section
21E
of the Securities Exchange Act of 1934. Forward-looking statements broadly
involve our current expectations for future results. Our forward-looking
statements generally related to financial results, growth strategies, product
development, competitive strengths, and sales efforts. Words such as
“anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”,
“possible”, “project”, “should” or similar expressions generally identify our
forward-looking statements. Any statement that is not a historical fact,
including estimates, projections, future trends and the outcome of events
that
have not yet occurred, are forward-looking statements.
Our
ability to actually achieve results consistent with our current expectations
depends significantly on certain factors that may cause actual future results
to
different materially from our current expectations. We caution you to consider
carefully the specific risk factors discussed in this prospectus and our
periodic reports filed with the SEC from time to time. These factors, in
some
cases, have affected, and in the future (together with other unknown factors)
could affect, our ability to implement our business strategy and may cause
actual results to differ materially from those contemplated by such
forward-looking statements. We cannot assure you that any expectation, estimate
or projection contained in a forward-looking statement can be achieved. It
is
not possible to foresee or identify all factors that may affect our
forward-looking statements, and you should not consider any list of such
factors
to be an exhaustive list of all risks, uncertainties or potentially inaccurate
assumptions affecting such forward-looking statements.
You
are
also cautioned not to place undue reliance on forward-looking statements,
which
speak only as of the date made. As a general policy, we do not intend to
release
publicly any revisions to forward-looking statement as the result of subsequent
events or developments.
2
RISK
FACTORS
In
addition to the other information in this prospectus, before purchasing the
shares you should carefully consider the following risk factors in your
evaluation of Tandy Leather Factory, Inc. and our business. Investing in
our
common stock involves some risk. The risks and uncertainties described are
not
the only ones we face. Additional risks and uncertainties not presently known
to
us or that we consider immaterial may also affect our business operations.
If
any of these risks occur, our business could suffer, the market price of
our
common stock could decline and you could lose all or part of your investment
in
our common stock.
RISKS
RELATED TO OUR BUSINESS
The
new Tandy Leather retail stores we are opening or acquiring may not be
profitable.
If
the
new Tandy Leather stores are not profitable, the money spent to open or acquire
these stores will not produce higher profits.
If
we cannot find sufficient new locations on acceptable terms, our Tandy Leather
expansion plans may not work.
Our
plans
to expand Tandy Leather require purchasing existing leathercraft stores or
opening new stores that meet our budget. Because in recent years, the expansion
of Tandy Leather has produced much of the increase in our profits, disruption
of
this expansion would likely also slow or stop the growth of our
profits.
If
we cannot hire and train competent managers to oversee our stores, our Tandy
Leather expansion plans may slow down or cease.
Our
plans
to increase the number of retail stores depend our success in hiring and/or
training competent store managers. If we are unable to adequately staff our
stores with knowledgeable managers, the stores’ profits would likely decrease
and our expansion plans would slow down or cease.
Political
considerations here and abroad could disrupt our sources of supplies from
abroad
or affect the prices we pay for goods. These considerations include terrorism,
war in the Middle East and increased
barriers to importing goods, such as new tariffs.
We
rely
heavily on imported goods as sources of the inventory we sell. If any of
these
events occurs and disrupts the flow of these goods to us, then we may not
have
sufficient inventory or our inventory costs are likely to be
higher.
If
the costs of our raw materials and inventory increase, our profits are likely
to
decline.
If
our
inventory costs go up, we may not be able to make a similar increase in the
prices we charge for the goods we sell. Normal price fluctuations or livestock
diseases can affect our inventory costs.
The
ongoing rise in oil and natural gas prices will increase the costs of the
goods
that we sell. As a result, our profits could be reduced.
Various
fuels used to manufacture certain leather and leathercrafts are derived from
oil
and natural gas. Also, the carriers who transport our goods rely on oil-based
fuels to power their ships, trucks and trains. They are likely to pass their
increased costs on to us. We may not be able to increase our prices sufficiently
to cover these increases.
Other
factors could cause either fluctuations in buying patterns or possible negative
trends in the craft and western retail markets. In addition, our customers
may
change their preferences to products other than ours, or they may not accept
new
products as we introduce them.
____________________________
There
are other uncertainties that are difficult to predict and are often beyond
our
control. If these occur, they may have a negative impact on
us.
3
USE
OF PROCEEDS
We
will
not receive any of the proceeds from the sale of shares of our common stock
by
the selling stockholders pursuant to this prospectus. See “Selling
Stockholders”.
SELLING
STOCKHOLDERS
The
following table sets forth certain information regarding beneficial ownership
of
our common stock by the selling stockholders as of June 5, 2006. Beneficial
ownership is determined in accordance with the rules of the SEC and includes
voting or investment power with respect to the shares. Unless otherwise
indicated below, to our knowledge, all persons named in the table have sole
voting and investment power with respect to their shares of common stock,
except
when authority is shared by spouses under applicable law. The selling
stockholders acquired the shares being offered from Wray and Sally Thompson
and
Ron Morgan as part of a group of transactions all completed on May 5, 2006.
See
“Material Relationships and Transactions” below for more details.
|
Number
of Shares Beneficially Owned
Prior
to the Offering
|
Shares
Beneficially Owned After Offering (Assuming All Shares
Being Offered
Are Sold)
|
||||
|
Name
of
Selling
Stockholder
|
Number
|
Percent
|
Shares
Being Offered
|
Number
|
Percent
|
|
Eagle
Rock Master Fund (10)
|
72,900
|
*
|
72,900
|
0
|
*
|
|
Eagle
Rock Institutional (10)
|
36,450
|
*
|
36,450
|
0
|
*
|
|
Nader
Tavakoli, individual
|
12,150
|
*
|
12,150
|
0
|
*
|
|
Grand
Slam Capital Master Fund (13)
|
25,000
|
*
|
25,000
|
0
|
*
|
|
Hoak
Public Equities (7)
|
260,000
|
2.41%
|
260,000
|
0
|
*
|
|
Iroquois
Master Fund Ltd (1)
|
100,000
|
*
|
100,000
|
0
|
*
|
|
LCKM
Private Discipline Master Fund, SPC (2)
|
15,000
|
*
|
15,000
|
0
|
*
|
|
Meadowbrook
Opportunity Fund LLC (3)
|
15,000
|
*
|
15,000
|
0
|
*
|
|
Rider
Fund, LP (4)
|
25,000
|
*
|
25,000
|
0
|
*
|
|
Special
Situations Fund III QP (11)
|
800,000
|
7.41%
|
800,000
|
0
|
*
|
|
Special
Situations Private Equity Fund, LP (12)
|
300,000
|
2.78%
|
300,000
|
0
|
*
|
|
Stiassni
Capital Partners, LP (8)
|
50,000
|
*
|
50,000
|
0
|
*
|
|
Stoneriver
Capital Partners, LP (6)
|
300,000
|
2.78%
|
300,000
|
0
|
*
|
|
WS
Opportunity Fund, LP (5)
|
11,300
|
*
|
11,300
|
0
|
*
|
|
WS
Opportunity Fund International (5)
|
18,900
|
*
|
18,900
|
0
|
*
|
|
WS
Opportunity Fund (QP), LP (5)
|
9,800
|
*
|
9,800
|
0
|
*
|
|
WTC-CTF
Micro-Cap Equity Portfolio (14)
|
102,500
|
*
|
102,500
|
0
|
*
|
|
WTC-CIF
Micro-Cap Equity Portfolio (14)
|
36,000
|
*
|
36,000
|
0
|
*
|
|
Government
of Singapore Investment
Corporation
Pte Ltd (14)
|
80,000
|
*
|
80,000
|
0
|
*
|
|
The
Retirement Program Plan for Employees of
Union
Carbide Corporation (14)
|
80,000
|
*
|
80,000
|
0
|
*
|
|
Public
Sector Pension Investment Board (14)
|
180,000
|
1.67%
|
180,000
|
0
|
*
|
|
Oregon
Investment Council (14)
|
190,000
|
1.76%
|
190,000
|
0
|
*
|
|
The
Government of Singapore Investment
Corporation
Pte Ltd (14)
|
180,000
|
1.67%
|
180,000
|
0
|
*
|
|
Whitebox
Intermarket Partners, LP (9)
|
100,000
|
*
|
100,000
|
0
|
*
|
*
Less
than 1.0%.
(1)
Joshua Silverman exercises voting and investment power with respect to the
shares held by this fund, but disclaims beneficial ownership of these
shares.
(2)
J.
Luther King, Jr. exercises voting and investment power with respect to the
shares held by this fund, but disclaims beneficial ownership of these
shares.
(3)
Michael Ragins exercises voting and investment power with respect to the
shares
held by this fund, but disclaims beneficial ownership of these shares.
(4)
Joseph D. O’Brien III exercises voting and investment power with respect to the
shares held by this fund, but disclaims beneficial ownership of these
shares.
(5)
Patrick Walker, Reiel Walker, and G. Stacy Smith exercise voting and investment
power with respect to the shares held by this fund, but disclaims beneficial
ownership of these shares.
(6)
Gary
Silberberg exercises voting and investment power with respect to the shares
held
by this fund, but disclaims beneficial ownership of these shares.
(7)
J.
Hale Hoak exercises voting and investment power with respect to the shares
held
by this fund, but disclaims beneficial ownership of these shares.
(8)
Nicholas C. Stiassni exercises voting and investment power with respect to
the
shares held by this fund, but disclaims beneficial ownership of these
shares.
(9)
Andrew Redleaf exercises voting and investment power with respect to the
shares
held by this fund, but disclaims beneficial ownership of these
shares.
(10)
Nader Tavakoli exercises voting and investment power with respect to the
shares
held by this fund, but disclaims beneficial ownership of these
shares.
(11)
Austin Marxe and David Greenhouse, through MGP Advisers Limited Partnership,
exercise voting and investment power with respect to the shares held by this
fund, but disclaim beneficial ownership of these shares.
(12)
Austin Marxe and David Greenhouse, through MG Advisers, exercise voting and
investment power with respect to the shares held by this fund, but disclaim
beneficial ownership of these shares.
(13)
Mitch Sacks exercises voting and investment power with respect to the shares
held by this fund, but disclaims beneficial ownership of these
shares.
(14)
Wellington Management Company, LLP, in its capacity as investment advisor,
may
be deemed to beneficially own these shares which are held of record by clients
of Wellington Management Company, LLP.
4
Material
Relationships and Transactions
All
shares of our common stock offered for resale were acquired in the transactions
described below.
On
July
15, 1993, Wray and Sally Thompson and Ron Morgan acquired 3,115,833 and
3,263,246 shares, respectively, of our common stock as a result of a reverse
merger between The Leather Factory, Inc., and a public “shell” corporation. On
April 25, 2006 and May 1, 2006, respectively, Mr. Thompson and Mr. Morgan
entered into Engagement Agreements with Merriman Curhan Ford & Co. (“MCF”)
pursuant to which MCF agreed to seek purchasers of 1,500,000 shares each
held by
Messrs. Thompson and Morgan in a transaction that would be exempt from the
registration requirements of the Securities Act of 1933. MCF is a member
of the
National Association of Securities Dealers, Inc. and a registered securities
broker-dealer. On May 5, 2006, Mr. and Mrs. Thompson and Mr. Morgan agreed
to
sell an aggregate of 3,000,000 shares of our common stock to the selling
stockholders. In connection with such transaction, we agreed to register
the
resale of the 3,000,000 shares at the expense of Mr. and Mrs. Thompson and
Mr.
Morgan.
None
of
the persons who will offer shares for resale pursuant to this prospectus
is a
registered securities broker-dealer.
PLAN
OF DISTRIBUTION
The
selling stockholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of common stock on any stock exchange, market or trading facility on which
the
shares are traded or in private transactions. These sales may be at fixed
or
negotiated prices. The selling stockholders may use any one or more of the
following methods when selling shares:
| · |
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
| · |
block
trades in which the broker-dealer will attempt to sell the shares
as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
|
| · |
purchases
by a broker-dealer as principal and resale by the broker-dealer for
its
account;
|
| · |
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
| · |
privately
negotiated transactions;
|
| · |
settlement
of short sales;
|
| · |
broker-dealers
may agree with the selling stockholders to sell a specified number
of such
shares at a stipulated price per share;
|
| · |
a
combination of any such methods of sale;
and
|
| · |
any
other method permitted pursuant to applicable
law.
|
The
selling stockholders may also sell shares under Rule 144 under the Securities
Act, if available, rather than under this prospectus. Broker-dealers engaged
by
the selling stockholders may arrange for other brokers-dealers to participate
in
sales. Broker-dealers may receive commissions or discounts from the selling
stockholders (or, if any broker-dealer acts as agent for the purchaser of
shares, from the purchaser) in amounts to be negotiated. The selling
stockholders do not expect these commissions and discounts to exceed what
is
customary in the types of transactions involved.
The
selling stockholders may from time to time pledge or grant a security interest
in some or all of the shares of common stock owned by them and, if they default
in the performance of their secured obligations, the pledgees or secured
parties
may offer and sell the shares of common stock from time to time under this
prospectus, or under an amendment to this prospectus under Rule 424(b)(3)
or
other applicable provision of the Securities Act of 1933 amending the list
of
selling stockholders to include the pledgee, transferee or other successors
in
interest as selling stockholders under this prospectus.
The
selling stockholders also may transfer the shares of common stock in other
circumstances, in which case the transferees, pledgees or other successors
in
interest will be the selling beneficial owners for purposes of this
prospectus.
The
selling stockholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be "underwriters" within the meaning
of the
Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of
the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. The selling stockholders have informed
us
that none of them have any agreement or understanding, directly or indirectly,
with any person to distribute the common stock.
Our
affiliates from whom the selling shareholders acquired the shares are required
to reimburse us for all fees and expenses incurred by us incident to the
registration of the shares. Such affiliates have agreed to indemnify the
selling
stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.
5
LEGAL
MATTERS
Certain
legal matters relating to the offering will be passed upon for Tandy Leather
Factory by Cantey & Hanger, L.L.P., Fort Worth, Texas.
EXPERTS
The
consolidated financial statements as of December 31, 2004 and 2005, and for
the
years ended December 31, 2003, 2004, and 2005, incorporated by reference
in this
prospectus, have been audited by Weaver & Tidwell, LLP, as set forth in
their report included herein. Such consolidated financial statements are
incorporated herein by reference in reliance upon the reports of Weaver &
Tidwell, LLP, given on the authority of such firm as experts in auditing
and
accounting.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus is part of a registration statement we filed with the SEC. You
should
rely only on the information provided or incorporated by reference in this
prospectus. We have not authorized anyone to provide you with any different
information. You should not assume that the information in this prospectus
or
any prospectus supplement is accurate as of any date other than the date
on the
front of the document.
We
are
subject to the informatioinal requirements of the Exchange Act and as such,
we
file annual, quarterly and periodic reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or
other
information on file at the SEC’s public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. You can obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. Filings with
the SEC
can also be reviewed by accessing the SEC’s web site at http://www.sec.gov.
Our
common stock is listed on the American Stock Exchange and our annual, quarterly
and periodic reports and proxy statements can be inspected there.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
SEC
allows us to “incorporate by reference” information that we file with it, which
means that we can disclose important information to you by referring you
to
those documents, the information incorporated by reference is an important
part
of this prospectus. Information in the prospectus supersedes information
incorporated by reference that we filed with the SEC prior to the date of
this
prospectus. We incorporate by reference into this registration statement
and
prospectus the documents listed below:
| · |
Annual
Report on Form 10-K for the year ended December 31, 2005, (including
information specifically incorporated by reference into such 10-K
from our
definitive proxy statement for our 2006 Annual Meeting of Stockholders),
filed with the SEC on March 27, 2006;
|
| · |
Quarterly
Report on Form 10-Q for the quarter ended March 31, 2006, filed with
the
SEC on May 15, 2006;
|
| · |
Current
Reports on Form 8-K filed with the SEC on March 9, 2006; April 25,
2006,
and May 9, 2006;
|
| · |
The
description of our common stock and the associated rights, contained
in
our registration statement on Form 8-A filed with the SEC on August
16,
1994, as updated by our current report on Form 8-K filed on July
14, 2004,
updating and fully restating the description of our capital
stock.
|
We
will
provide, at no cost, a copy of these filings to each person, including any
beneficial owner, to whom a prospectus is delivered upon oral or written
request
to our Chief Financial Officer at the following address and telephone
number:
Shannon
L. Greene, Chief Financial Officer
Tandy
Leather Factory, Inc.
PO
Box
50429
Fort
Worth, Texas 76105-0429
817/496-4414
The
documents incorporated by reference, and all other annual, quarterly and
current
reports and proxy statements we file with the SEC, are available on our web
site
at http://www.leatherfactory.com.
Information contain in our web site is not part of this prospectus.
DISCLOSURE
OF COMMISSION POSITION ON
INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
We
are a
Delaware corporation. Section 145 of the Delaware General Corporation Law
authorizes a court to award, or a corporation’s board of directors to grant,
indemnity to directors and officers in terms sufficiently broad to permit
such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of
1933.
Our
Bylaws provide that we will indemnify our directors and officers to the
fullest
extent permitted by the applicable section of the Delaware General Corporation
Law. Specifically, we will indemnify our directors and officers made, or
threatened to be made, a party to any action, suit or proceeding (whether
civil,
criminal, administrative or investigative) by reason of the fact that he
is or
was a director or officer.
Our
Amended and Restated Certificate of Incorporation limits the liabilities
of our
directors to us and our stockholders to the fullest extent permitted by
the
applicable section of the Delaware General Corporation Law. Specifically,
directors will not be personally liable for monetary damages for breach
of
fiduciary duty as directors except liabilities (i) for any breach of the
duty of
loyalty to Tandy Leather Factory, Inc. or our stockholders, (ii) for acts
or
omissions not in good faith or that involve intentional misconduct or a
knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derives an improper
personal benefit.
Our
Bylaws also permit us to purchase and maintain insurance on behalf of our
directors and officers against any liabilities arising out of their service
in
these positions. We currently maintain such insurance.
Insofar
as indemnification for liabilities arising under the Securities Act of
1933 may
be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the registrant has been informed
that in
the opinion of the Securities and Exchange Commission such indemnification
is
against public policy as expressed in the Act and is therefore
unenforceable.
6
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The
following expenses will be paid by us in connection with the distribution
of the
shares registered hereby. Messrs. Thompson and Morgan are reimbursing us
for all
of the expenses related to this offering, except the selling stockholders
will
pay any applicable broker’s commissions and expenses as well as fees and
disbursement of counsel and experts for the selling stockholders. All of
such
expenses, except for the SEC registration fee, are estimated.
|
Amount
|
|
|
Commission
Registration Fee
|
$2,113.79
|
|
*Costs
of Printing
|
1,000.00
|
|
*Legal
Fees and Expenses
|
50,000.00
|
|
*Accounting
Fees and Expenses
|
10,000.00
|
|
*Miscellaneous
Expenses
|
-0-
|
|
*Total
|
$63,113.79
|
*=
Estimated
ITEM
14. LIABILITY AND INDEMNIFICATION OF DIRECTORS AND
OFFICERS.
We
are a
Delaware corporation. Section 145 of the Delaware General Corporation Law
authorizes a court to award, or a corporation’s board of directors to grant,
indemnity to directors and officers in terms sufficiently broad to permit
such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of
1933.
Our
Bylaws provide that we will indemnify our directors and officers to the
fullest
extent permitted by the applicable section of the Delaware General Corporation
Law. Specifically, we will indemnify our directors and officers made, or
threatened to be made, a party to any action, suit or proceeding (whether
civil,
criminal, administrative or investigative) by reason of the fact that he
is or
was a director or officer.
Our
Amended and Restated Certificate of Incorporation limits the liabilities
of our
directors to us and our stockholders to the fullest extent permitted by
the
applicable section of the Delaware General Corporation Law. Specifically,
directors will not be personally liable for monetary damages for breach
of
fiduciary duty as directors except liabilities (i) for any breach of the
duty of
loyalty to Tandy Leather Factory, Inc. or our stockholders, (ii) for acts
or
omissions not in good faith or that involve intentional misconduct or a
knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derives an improper
personal benefit.
Our
Bylaws also permit us to purchase and maintain insurance on behalf of our
directors and officers against any liabilities arising out of their service
in
these positions. We currently maintain such insurance.
ITEM
15. RECENT SALES OF UNREGISTERED SECURITIES.
Not
applicable.
ITEM
16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES..
All
exhibits are filed electronically or incorporated by reference.
|
Number
|
Exhibit
|
|
3.1
|
Certificate
of Incorporation of The Leather Factory, Inc., and Certificate
of
Amendment to Certificate of Incorporation of The Leather Factory,
Inc.
filed as Exhibit 3.1 to Form 10-Q filed by Tandy Leather Factory,
Inc.
with the Securities and Exchange Commission on August 12, 2005
and
incorporated by reference herein.
|
|
3.2
|
Bylaws
of The Leather Factory, Inc., filed as Exhibit 3.2 to the Registration
Statement on Form SB-2 of The Leather Factory, Inc. (Commission
File No.
33-81132) filed with the Securities and Exchange Commission on
July 5,
1994 and incorporated by reference herein.
|
|
4.1
|
Financial
Advisor's Warrant Agreement, dated February 12, 2003, between The
Leather
Factory, Inc. and Westminster Securities Corporation filed as Exhibit
4.1
to Form 10-Q filed by The Leather Factory, Inc. with the Securities
and
Exchange Commission on May 14, 2003 and incorporated by reference
herein.
|
|
4.2
|
Financial
Advisor’s Warrant Agreement, dated February 24, 2004, between The Leather
Factory, Inc. and Westminster Securities Corporation filed as Exhibit
4.1
to Form 10-Q filed by The Leather Factory, Inc. with the Securities
and
Exchange Commission on May 14, 2004 and incorporated by reference
herein.
|
|
4.3*
|
Form
of Registration Rights Agreement between the Company and certain
selling
stockholders.
|
|
5.1*
|
Form
of Opinion of Cantey & Hanger, L.L.P., Securities
Counsel.
|
|
10.1
|
Credit
Agreement, dated as of October 6, 2004, made by The Leather Factory,
Inc.,
a Delaware corporation, and Bank One, National Association, filed
as
Exhibit 10.1 to the Current Report on Form 8-K of The Leather Factory,
Inc. (Commission File No. 1-12368) filed with the Securities and
Exchange
Commission on November 5, 2004 and incorporated by reference
herein.
|
|
10.2
|
Line
of Credit Note, dated October 6, 2004, in the principal amount
of up to
$3,000,000 given by The Leather Factory, Inc., a Delaware corporation
as
borrower, payable to the order of Bank One, National Association,
filed as
Exhibit 10.2 to the Current Report on Form 8-K of The Leather Factory,
Inc. (Commission File No. 1-12368) filed with the Securities and
Exchange
Commission on November 5, 2004 and incorporated by reference
herein.
|
|
21.1
|
Subsidiaries
of Tandy Leather Factory, Inc. filed as Exhibit 21.1 to the Annual
Report
on Form 10-K of The Leather Factory, Inc. for the year ended December
31,
2002 filed with the Securities and Exchange Commission on March
28, 2003,
and incorporated by reference herein.
|
|
23.1*
|
Consent
of Cantey & Hanger, L.L.P. Securities Counsel (included in Exhibit
5.1).
|
|
23.2*
|
Consent
of Weaver & Tidwell, LLP, Independent Accountants.
|
|
24.1*
|
Power
of Attorney (included in signature
page).
|
*
Filed
herewith.
II-1
ITEM
17. UNDERTAKINGS.
A.
The
undersigned registrant hereby undertakes:
(1)
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
of
1933;
(ii)
To
reflect in the prospectus any facts or events arising after the effective
date
of the 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 the registration statement. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the
effective registration statement;
(iii)
To
include any material information with respect to the plan of distribution
not
previously disclosed in the registration statement or any material change
to
such information in the registration statement;
(2)
That,
for the purpose of determining any liability under the Securities Act of
1933,
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; and
(3)
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.
B.
Insofar as indemnification for liabilities arising under the Securities Act
of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and
is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being
registered, the registrant will, unless in the opinion of its counsel the
matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of
such issue.
II-2
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Worth, State
of
Texas, on this 5th day of June, 2006.
TANDY
LEATHER FACTORY, INC.
By
__s/Wray
Thompson___________
Wray
Thompson
Chairman
of the Board and Chief Executive Officer
POWER
OF ATTORNEY
KNOW
ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Wray Thompson and Shannon L. Greene, and each or
either
of them, his true and lawful attorney-in-fact and agent, 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, granting unto said 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 in connection therewith,
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 or her substitutes or substitute, 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 below on the day of June 5, 2006 by the following persons
in the
capacities indicated:
|
Signature
|
Title
|
|
s/
Wray Thompson
|
Chairman
of the Board & Chief Executive Officer
|
|
Wray
Thompson
|
(Principal
Executive Officer)
|
|
s/
Shannon L. Greene
|
Treasurer,
Chief Financial Officer & Director
|
|
Shannon
L. Greene
|
(Principal
Financial and Accounting Officer)
|
|
s/
Ronald C. Morgan
|
President,
Chief Operating Officer & Director
|
|
Ronald
C. Morgan
|
|
|
s/T.
Field Lange
|
Director
|
|
T.
Field Lange
|
|
|
s/
Joseph R. Mannes
|
Director
|
|
Joseph
R. Mannes
|
|
|
s/
H. W. Markwardt
|
Director
|
|
H.
W. Markwardt
|
|
|
s/
Michael A. Markwardt
|
Director
|
|
Michael
A. Markwardt
|
|
|
s/Michael
A. Nery
|
Director
|
|
Michael
A. Nery
|
INDEX
OF EXHIBITS
|
Number
|
Exhibit
|
|
3.1
|
Certificate
of Incorporation of The Leather Factory, Inc., and Certificate
of
Amendment to Certificate of Incorporation of The Leather Factory,
Inc.
filed as Exhibit 3.1 to Form 10-Q filed by Tandy Leather Factory,
Inc.
with the Securities and Exchange Commission on August 12, 2005
and
incorporated by reference herein.
|
|
3.2
|
Bylaws
of The Leather Factory, Inc., filed as Exhibit 3.2 to the Registration
Statement on Form SB-2 of The Leather Factory, Inc. (Commission
File No.
33-81132) filed with the Securities and Exchange Commission on
July 5,
1994 and incorporated by reference herein.
|
|
4.1
|
Financial
Advisor's Warrant Agreement, dated February 12, 2003, between The
Leather
Factory, Inc. and Westminster Securities Corporation filed as Exhibit
4.1
to Form 10-Q filed by The Leather Factory, Inc. with the Securities
and
Exchange Commission on May 14, 2003 and incorporated by reference
herein.
|
|
4.2
|
Financial
Advisor’s Warrant Agreement, dated February 24, 2004, between The Leather
Factory, Inc. and Westminster Securities Corporation filed as Exhibit
4.1
to Form 10-Q filed by The Leather Factory, Inc. with the Securities
and
Exchange Commission on May 14, 2004 and incorporated by reference
herein.
|
|
4.3*
|
Form
of Registration Rights Agreement between the Company and certain
selling
stockholders.
|
|
5.1*
|
Form
of Opinion of Cantey & Hanger, L.L.P., Securities
Counsel.
|
|
10.1
|
Credit
Agreement, dated as of October 6, 2004, made by The Leather Factory,
Inc.,
a Delaware corporation, and Bank One, National Association, filed
as
Exhibit 10.1 to the Current Report on Form 8-K of The Leather Factory,
Inc. (Commission File No. 1-12368) filed with the Securities and
Exchange
Commission on November 5, 2004 and incorporated by reference
herein.
|
|
10.2
|
Line
of Credit Note, dated October 6, 2004, in the principal amount
of up to
$3,000,000 given by The Leather Factory, Inc., a Delaware corporation
as
borrower, payable to the order of Bank One, National Association,
filed as
Exhibit 10.2 to the Current Report on Form 8-K of The Leather Factory,
Inc. (Commission File No. 1-12368) filed with the Securities and
Exchange
Commission on November 5, 2004 and incorporated by reference
herein.
|
|
21.1
|
Subsidiaries
of Tandy Leather Factory, Inc. filed as Exhibit 21.1 to the Annual
Report
on Form 10-K of The Leather Factory, Inc. for the year ended December
31,
2002 filed with the Securities and Exchange Commission on March
28, 2003,
and incorporated by reference herein.
|
|
23.1*
|
Consent
of Cantey & Hanger, L.L.P., Securities Counsel (included in Exhibit
5.1).
|
|
23.2*
|
Consent
of Weaver & Tidwell, LLP, Independent Accountants.
|
|
24.1*
|
Power
of Attorney (included in signature page).
|
*
Filed
herewith.