SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C.
Form
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported):
May
5,
2006
|
Tandy
Leather Factory, Inc.
|
|
(Exact
Name of Registrant as Specified in Its
Charter)
|
|
Delaware
|
|
(State
or Other Jurisdiction of
Incorporation
|
|
1-12368
|
75-2543540
|
|
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
|
3847
East Loop 820 South, Fort Worth, Texas
|
76119
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
(817)
496-4414
|
|
(Registrant’s
Telephone Number, Including Area
Code)
|
|
(Former
Name or Former Address, if Changed Since Last
Report)
|
Item
8.01. Other Events
AFFILIATE
STOCK SALE
On
May 5,
2006, Tandy Leather Factory, Inc. (the “Company”) issued a press release
announcing that its Chief Executive Officer, Wray Thompson, its President,
Ron
Morgan, and Mr. Thompson’s spouse, Sally Thompson (the “Selling Shareholders”)
have sold an aggregate of 3.0 million shares of the Company’s common stock (the
“Shares”), constituting approximately 28% of the Company’s outstanding common
stock, via a private offering to institutional investors at a price of $6.25
per
share. No investor purchased 10% or more of the outstanding shares of the
Company’s common stock. The Company did not receive any proceeds from the
transaction. In connection with the transaction, the Company entered into
a
Registration Rights Agreement with the Selling Shareholders and the investors
pursuant to which the Company will, at the Selling Shareholders’ expense, fie a
registration statement on Form S-1 under the Securities Act of 1933, as amended,
covering the investors’ resale of the Shares. The full text of the press release
is set forth in Exhibit 99.1 attached hereto and is incorporated in this
Current
Report as if fully set forth herein.
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits.
No. Exhibit
99.1 Press
release dated May 5, 2006
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.
TANDY
LEATHER FACTORY, INC.
Date:
May
5, 2006 BY:
/s/
Wray Thompson
Wray
Thompson, Chairman of the Board
and
Chief
Executive Officer
EXHIBIT
99.1
FOR
IMMEDIATE RELEASE May
5, 2006
Tandy
Leather Factory, Inc. Announces Affiliate Stock Sale
FORT
WORTH, TEXAS - Tandy Leather Factory, Inc. (AMEX: TLF) today announced that
Wray
Thompson, Chief Executive Officer, Ron Morgan, President, and Sally Thompson,
spouse of Mr. Thompson, have entered into a definitive agreement to sell
an
aggregate of 3.0 million shares of the company’s common stock via a private
offering to institutional investors at a price of $6.25 per share. No investor
purchased 10% or more of the outstanding shares of the company’s common stock.
The company did not receive any proceeds from this transaction. Merriman
Curhan
Ford & Co. acted as exclusive private placement agent on this
transaction.
Mr.
Thompson, age 74, indicated that the goals of this transaction were to commence
personal estate planning initiatives while expanding the company’s institutional
shareholder base. He also stated that he had no immediate plans to step down
as
Chief Executive Officer and Chairman of the Board. Mr. Morgan, age 59, has
agreed to submit to a 12-month lockup of his remaining shares.
Tandy
Leather Factory, Inc., headquartered in Fort Worth, Texas, is a specialty
retailer and wholesale distributor of a broad product line including leather,
leatherworking tools, belt buckles and adornments, leather dyes and finishes,
saddle and tack hardware, and do-it-yourself kits. The Company distributes
its
products as The Leather Factory through its wholesale distribution centers
and
as Tandy Leather Company through its retail stores. Its common stock trades
on
the American Stock Exchange with the symbol "TLF".
Contact: Wray
Thompson, Tandy Leather Factory, Inc. (817)
496-4414
Shannon
L. Greene,
Tandy Leather Factory, Inc. sgreene@leatherfactory.com
This
news release may contain forward-looking statements. All forward-looking
statements made here or in other news releases issued by Tandy Leather Factory,
Inc. are based on current expectations as of the date of the release. These
forward-looking statements involve risks and uncertainties that could cause
the
results of Tandy Leather Factory, Inc. to differ materially from management’s
current expectations. Many of these risks and uncertainties are detailed
from
time to time in TLF’s reports filed with the Securities and Exchange Commission,
including its most recent annual report on Form 10-K and the most recent
quarterly report on Form 10-Q. Investors are reminded that past performance
may
not be predictive of future results.