Attached files
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| EX-99.2 - EXHIBIT 99.2 - TANDY LEATHER FACTORY INC | nc10012084x1_99-2.htm |
| EX-99.1 - EXHIBIT 99.1 - TANDY LEATHER FACTORY INC | nc10012084x1_99-1.htm |
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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May 18, 2020
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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 (see General Instruction A.2. below):
[ ] 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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0024
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TLF
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The Nasdaq Global Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 2.02. Results of Operations and Financial Condition
On May 18, 2020, Tandy Leather Factory, Inc. (the “Company”) issued a press release announcing (1) that the Company will host its 2020 Annual Meeting of Stockholders online on June 2, 2020 (the “2020 Annual Meeting”), and
(2) certain financial results as described in the next paragraph. A copy of the press release is attached as Exhibit 99.1.
As previously reported, the Company is undertaking a restatement of prior financial statements and is not currently reporting its regular financial results until the restatement has been completed. For this reason, the
press release includes only certain limited financial results, primarily relating to sales, cash and strategic initiatives, for fiscal year 2019 and the three months ended March 31, 2019.
In addition, because of the pending restatement, the Company is unable to solicit stockholder votes for the 2020 Annual Meeting by proxy statement. In connection with the 2020 Annual Meeting, the Company has produced an
information statement, including a description of the proposals to be voted upon at the 2020 Annual Meeting and other Company information that would typically be included in an proxy statement for an annual stockholders meeting. A copy of the
Company’s meeting notice and information statement is attached as Exhibit 99.2. The attached information statement is not a proxy statement or a solicitation of shareholder votes by proxy; stockholders will need to attend the webcast of the Company’s Annual Meeting in order to cast their votes on these proposals.
The information in this report and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing
with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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No.
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Exhibit
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Press Release dated May 18, 2020
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Information Statement dated May 18, 2020
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Forward Looking Statements
Certain statements contained in this report and other materials the Company files with the SEC, as well as information included in oral statements or other written statements made or to be made by the
Company, other than statements of historical fact, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking
statements generally are accompanied by words such as “may,” “will,” “could,” “should,” “anticipate,” “believe,” “budgeted,” “expect,” “intend,” “plan,” “project,” “potential,” “estimate,” “continue,” “outlook,” “forecast” or “future,” variations
thereof or other similar statements. Please refer to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 for additional information concerning these and other uncertainties that could negatively impact the
Company. The Company assumes no obligation to update or otherwise revise its forward-looking statements, except as required by law.
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: May 18, 2020
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By: |
/s/ Janet Carr
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Janet Carr, Chief Executive Officer
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