Delaware
|
5199
|
75-2543540
|
(State
or other jurisdiction of incorporation or organization)
|
(Primary
Standard Industrial Classification Code Number)
|
(I.R.S.
Employer
Identification
Number)
|
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 (2)
|
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.
|
(2)
|
Amount
previously paid.
|
Page
|
|
Summary
|
1
|
Forward-Looking
Statements
|
2
|
Risk
Factors
|
2
|
Use
of Proceeds
|
3
|
Selling
Stockholders
|
3
|
Plan
of Distribution
|
4
|
Legal
Matters
|
4
|
Experts
|
4
|
Where
You Can Find More Information
|
4
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Incorporation
of Certain Documents by Reference
|
4
|
Disclosure
of Commission Position on Indemnification for Securities Act
Liabilities
|
5
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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 30 wholesale stores
located in the United States and Canada, of which 29 operate under the
name “The Leather Factory.” One wholesale store operates under
the name “Mid-Continent Leather
Sales.”
|
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 March 25, 2008, we are operating 72 Tandy Leather retail stores located
in the United States and Canada.
|
3.
|
Tandy
Leather Factory UK sells to both wholesale and retail
customers. It carries the same products as The Leather Factory
and Tandy Leather Company. We started this operation in
February 2008 and have one store located in Northampton,
UK.
|
4.
|
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.
|
Leather Factory wholesale
stores
|
Tandy Leather retail stores
|
UK
|
|||||
Year
Ended
|
Opened
|
Conversions(1)
|
Total
|
Opened (2)
|
Closed
|
Total
|
|
Balance
Fwd
|
22
|
N/A
|
N/A
|
||||
1999
|
4
|
0
|
26
|
N/A
|
N/A
|
||
2000
|
2
|
0
|
28
|
1*
|
0
|
1
|
N/A
|
2001
|
2
|
0
|
30
|
0
|
0
|
1
|
N/A
|
2002
|
1
|
(1)
|
30
|
14
|
1*
|
14
|
N/A
|
2003
|
0
|
0
|
30
|
12
|
0
|
26
|
N/A
|
2004
|
0
|
0
|
30
|
16
|
0
|
42
|
N/A
|
2005
|
0
|
0
|
30
|
8
|
0
|
50
|
N/A
|
2006
|
0
|
(1)
|
29
|
12
|
0
|
62
|
N/A
|
2007
|
1
|
0
|
30
|
10
|
0
|
72
|
N/A
|
2008
(though March 25)
|
0
|
0
|
30
|
0
|
0
|
72
|
1
|
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 Corp (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
|
*
|
·
|
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;
or
|
·
|
any
other method permitted pursuant to applicable
law.
|
·
|
Annual
Report on Form 10-K for the year ended December 31, 2007 (including
information specifically incorporated by reference into such 10-K from our
definitive proxy statement for our 2008 Annual Meeting of Stockholders),
filed with the Securities and Exchange Commission on March 25,
2008;
|
·
|
Current
Reports on Form 8-K filed with the Securities and Exchange Commission on
February 21, 2008 and April 4,
2008.
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·
|
The
description of our common stock and the associated rights, contained in
our registration statement on Form 8-A filed with the Securities and
Exchange Commission 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.
|
Amount
|
|
Commission
Registration Fee
|
$2,113.79
|
*Costs
of Printing
|
1,000.00
|
*Legal
Fees and Expenses
|
40,000.00
|
*Accounting
Fees and Expenses
|
5,000.00
|
*Miscellaneous
Expenses
|
606.20
|
*Total
|
$48,719.99
|
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 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.
|
4.2
|
Form
of Registration Rights Agreement between the Company and certain selling
stockholders, filed as Exhibit 4.3 to the Registration Statement on Form
S-1 (Commission File No. 333-134734) filed with the Securities and
Exchange Commission on June 5, 2006 and incorporated by reference
herein.
|
5.1
|
Form
of Opinion of Cantey & Hanger, L.L.P., Securities Counsel, filed as
Exhibit 5.1 to the Registration Statement on Form S-1 (Commission File No.
333-134734) filed with the Securities and Exchange Commission on June 5,
2006 and incorporated by reference herein.
|
10.1
|
Consultation
Agreement, dated January 1, 2008, between Tandy Leather Factory, Inc. and
J. Wray Thompson, filed as Exhibit 10.1 to Form 8-K filed with
the filed with the Securities and Exchange Commission on April
4, 2008 and incorporated by reference herein.
|
10.2
|
2007
Director Non-qualified Stock Option Plan of Tandy Leather Factory, Inc.
dated March 22, 2007, filed as an Exhibit to Tandy Leather Factory, Inc.’s
Definitive Proxy Statement filed with the Securities and Exchange
Commission on April 18, 2007 and incorporated by reference
herein.
|
10.3
|
Agreement
of Purchase and Sale, dated June 25, 2007, by and between Standard Motor
Products, Inc. and Tandy Leather Factory, L.P., filed as Exhibit 10.4 to
Form 8-K filed with the Securities and Exchange Commission on August 6,
2007 and incorporated by reference herein.
|
10.4
|
Line
of Credit Note, dated July 31, 2007, by and between The Leather Factory,
L.P. and JPMorgan Chase Bank, N.A. filed as Exhibit 10.1 to Form 8-K filed
with the Securities and Exchange Commission on August 6, 2007 and
incorporated by reference herein.
|
10.5
|
Credit
Agreement, dated July 31, 2007, by and between The Leather Factory, L.P.
and JPMorgan Chase Bank, N.A. filed as Exhibit 10.2 to Form 8-K filed with
the Securities and Exchange Commission on August 6, 2007 and incorporated
by reference herein.
|
10.6
|
Deed
Of Trust, Assignment of Leases and Rents, Security Agreement and Financing
Statement, dated as of July 31, 2007, by and among The Leather Factory,
L.P., Randall B. Durant and JPMorgan Chase Bank, N.A. filed as Exhibit
10.3 to Form 8-K filed with the Securities and Exchange Commission on
August 6, 2007 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 LLP, Securities Counsel (included in Exhibit 5.1 to
the Registration Statement on Form S-1 (Commission File No. 333-134734)
filed with the Securities and Exchange Commission on June 5, 2006 and
incorporated by reference herein).
|
23.2*
|
Consent
of Weaver & Tidwell, LLP, Independent Accountants.
|
24.1
|
Power
of Attorney (included in signature page to the Registration Statement on
Form S-1 (Commission File No. 333-134734) filed with the Securities and
Exchange Commission on June 5, 2006 and incorporated by reference
herein).
|
By:
|
/s/ Ronald C. Morgan
|
|
Ronald
C. Morgan
|
||
Chief
Executive Officer and President
|
Signature
|
Title
|
/s/
Wray Thompson
|
Chairman
of the Board
|
Wray
Thompson
|
|
/s/
Ronald C. Morgan
|
Chief
Executive Officer, President & Director
|
Ronald
C. Morgan
|
(Principal
Executive Officer)
|
/s/
Shannon L. Greene
|
Treasurer,
Chief Financial Officer & Director
|
Shannon
L. Greene
|
(Principal
Financial and Accounting Officer)
|
*
|
Director
|
T.
Field Lange
|
|
*
|
Director
|
Joseph
R. Mannes
|
|
*
|
Director
|
L.
Edward Martin III
|
|
*
|
Director
|
Michael
A. Nery
|
* By: /s/ Shannon L.
Greene
|
Shannon
L. Greene
Attorney-in-fact
|
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 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, filed as Exhibit 4.3 to the Registration Statement on Form
S-1 (Commission File No. 333-134734) filed with the Securities and
Exchange Commission on June 5, 2006 and incorporated by reference
herein.
|
5.1
|
Form
of Opinion of Cantey & Hanger, L.L.P., Securities Counsel, filed as
Exhibit 5.1 to the Registration Statement on Form S-1 (Commission File No.
333-134734) filed with the Securities and Exchange Commission on June 5,
2006 and incorporated by reference herein.
|
10.1
|
Consultation
Agreement, dated January 1, 2008, between Tandy Leather Factory, Inc. and
J. Wray Thompson, filed as Exhibit 10.1 to Form 8-K filed with
the Securities and Exchange Commission on April 4, 2008 and incorporated
by reference herein.
|
10.2
|
2007
Director Non-qualified Stock Option Plan of Tandy Leather Factory, Inc.
dated March 22, 2007, filed as an Exhibit to Tandy Leather Factory, Inc.’s
Definitive Proxy Statement filed with the Securities and Exchange
Commission on April 18, 2007 and incorporated by reference
herein.
|
10.3
|
Agreement
of Purchase and Sale, dated June 25, 2007, by and between Standard Motor
Products, Inc. and Tandy Leather Factory, L.P., filed as Exhibit 10.4 to
Form 8-K filed with the Securities and Exchange Commission on August 6,
2007 and incorporated by reference herein.
|
10.4
|
Line
of Credit Note, dated July 31, 2007, by and between The Leather Factory,
L.P. and JPMorgan Chase Bank, N.A. filed as Exhibit 10.1 to Form 8-K filed
with the Securities and Exchange Commission on August 6, 2007 and
incorporated by reference herein.
|
10.5
|
Credit
Agreement, dated July 31, 2007, by and between The Leather Factory, L.P.
and JPMorgan Chase Bank, N.A. filed as Exhibit 10.2 to Form 8-K filed with
the Securities and Exchange Commission on August 6, 2007 and incorporated
by reference herein.
|
10.6
|
Deed
Of Trust, Assignment of Leases and Rents, Security Agreement and Financing
Statement, dated as of July 31, 2007, by and among The Leather Factory,
L.P., Randall B. Durant and JPMorgan Chase Bank, N.A. filed as Exhibit
10.3 to Form 8-K filed with the Securities and Exchange Commission on
August 6, 2007 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 LLP, Securities Counsel (included in Exhibit 5.1 to the
Registration Statement on Form S-1 (Commission File No. 333-134734) filed
with the Securities and Exchange Commission on June 5, 2006 and
incorporated by reference herein).
|
23.2*
|
Consent
of Weaver & Tidwell, LLP, Independent Accountants.
|
24.1
|
Power
of Attorney (included in signature page to the Registration Statement on
Form S-1 (Commission File No. 333-134734) filed with the Securities and
Exchange Commission on June 5, 2006 and incorporated by reference
herein).
|