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 13,
2009
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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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3847
East Loop 820 South, Fort Worth, Texas 76119
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangement
of Certain Officers.
(b) Resignation
of Chief Executive Officer.
On
February 13, 2009, Ron Morgan notified the Board of Directors (the “Board”) of
Tandy Leather Factory, Inc. (the “Company”) of his intention to resign as Chief
Executive Officer of the Company effective June 30, 2009. Mr.
Morgan’s determination to resign was not due to any disagreement with the
Company concerning any matters relating to the Company’s operations, policies or
practices. Mr. Morgan also notified the Board on that date that he
does not intend to stand for re-election to the Board at the 2009 Annual Meeting
of Stockholders to be held in May 2009. At the time of the filing of
this Current Report, a successor Chief Executive Officer had not been elected to
fill the Chief Executive Officer position on June 30, 2009; however, the Board
expects to elect Jon Thompson, the Company’s current President and Chief
Operating Officer, as Mr. Morgan’s successor effective July 1,
2009. Mr. Thompson is the son of Wray Thompson, the Company’s
Chairman of the Board.
The
Company issued a press release on February 17, 2009 with respect to Mr. Morgan’s
resignation, a copy which is filed as Exhibit 99.1 hereto.
(e) Entry
into Material Compensatory Contract.
On
February 13, 2009, the Company entered into a consulting agreement with J. Wray
Thompson, Chairman of the Board, to be effective as of January 1,
2009. The agreement provides that as compensation for Mr. Thompson’s
service to the Board as Chairman in 2009, the Company shall pay Mr. Thompson a
total of $25,000, payable in equal installments over the remaining months of
2009. In addition, Mr. Thompson will be eligible to participate in
the Company’s medical plan.
The
summary of the consulting agreement set forth in this Current Report on Form 8-K
does not purport to be complete and is qualified in its entirety by reference to
the text of the form of the agreement attached hereto as Exhibit
10.1.
Item
9.01. Financial Statements and Exhibits.
The
following exhibits are filed with this report and incorporated by reference
herein:
Exhibit
No.
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10.1
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Consulting
Agreement, dated January 1, 2009, by and between Tandy Leather Factory,
Inc. and J. Wray Thompson
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99.1
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Press
Release, dated February 17, 2009, regarding resignation of Ron Morgan as
Chief Executive Officer
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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.
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TANDY
LEATHER FACTORY, INC.
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Date: February
17, 2009
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BY: /s/ Shannon L. Greene
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Chief
Financial Officer & Treasurer
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