SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
Craftmade International, Inc.
(Name of Subject Company (Issuer))
Litex Acquisition #1, LLC
Litex Industries, Limited
(Name of Filing Persons (Offerors))
Common Stock, Par Value $.01 Per Share
(Including the Associated Series A Preferred Stock Purchase Rights)
(Title of Class of Securities)
22413E104
(CUSIP Number of Class of Securities)
John Mares
Manager, Secretary and Treasurer
Litex Acquisition #1, LLC
3401 West Trinity Boulevard
Grand Prairie, Texas 75050
(972) 871-4350
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
John C. Dickey, Esq.
Greenberg Traurig, LLP
2200 Ross Avenue, Suite 5200
Dallas, Texas 75201
(214) 665-3600
CALCULATION OF FILING FEE
Transaction Valuation* |
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Amount of Filing Fee** |
$29,000,000.00 |
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$2,068.00 |
(Footnotes on following page)
o |
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: N/A |
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Filing Party: N/A |
Form or Registration No.: N/A |
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Date Filed: N/A |
o |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
x |
third-party tender offer subject to Rule 14d-1. |
o |
issuer tender offer subject to Rule 13e-4. |
o |
going-private transaction subject to Rule 13e-3. |
o |
amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: o |
(Footnotes from previous page)
For purposes of calculating the amount of filing fee only in accordance with Rules 0-11(d) and 0-11(a)(4) under the Securities Exchange Act of 1934 (the Exchange Act). Based on the offer to purchase up to 5,525,858 shares of common stock, par value $0.01 per share of Craftmade International, Inc. (the Company), including the associated Series A Preferred stock purchase rights, at a purchase price of $5.25 per share net to the seller in cash, without interest and subject to any required withholding of taxes. Such number of shares consists of (i) 5,760,214 shares of common stock issued and outstanding as of March 1, 2010, as reported in the Companys Quarterly Report provided on the Companys website for the quarterly period ended December 31, 2009 (the Companys Quarterly Report) and Statements of Changes in Beneficial Ownership of Securities on the Companys website, minus the 234,356 shares of common stock beneficially owned by the filing persons as of the date hereof, (ii) a maximum of all options outstanding as of March 1, 2010 with respect to 139,700 shares of the Companys common stock, as reported in the Companys Quarterly Report and Statements of Changes in Beneficial Ownerships of Securities on the Companys website, and (iii) a maximum of 200,000 shares of the Companys common stock that may be issued pursuant to the exercise of warrants as reported in the Companys Quarterly Report.**
The filing fee was calculated in accordance with Rule 0-11 under the Exchange Act, as amended, by multiplying the transaction value by .0000713.
This Tender Offer Statement on Schedule TO (Schedule TO) relates to the offer by Litex Acquisition #1, LLC (Purchaser), a wholly-owned subsidiary of Litex Industries, Limited (Litex), to purchase all issued and outstanding shares of the common stock, par value $0.01 per share (the Common Stock, and together with the associated Series A Preferred stock purchase rights, the Shares), of Craftmade International, Inc., a Delaware corporation (the Company), at a price of $5.25 per Share, net to the seller in cash, without interest and subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the offer to purchase dated March 2, 2010 (the Offer to Purchase) and in the related Letter of Transmittal, (which, together with any amendments or supplements hereto and thereto, collectively constitute the Offer) copies of which are attached as Exhibits (a)(1)(A) and (a)(1)(B) hereto, respectively. This Schedule TO is being filed on behalf of Litex and Purchaser.
The information set forth in the Offer to Purchase, including Schedule I thereto, is hereby incorporated by reference in answer to Items 1 through 13 of this Schedule TO, and is supplemented by the information specifically provided herein.
Item 1.
Summary Term Sheet.
Regulation M-A Item 1001
The information set forth in the section of the Offer to Purchase entitled Summary Term Sheet is incorporated herein by reference.
Item 2.
Subject Company Information.
Regulation M-A Item 1002
(a) Name and Address. The name of the subject company and the issuer of the securities to which this Schedule TO relates is Craftmade International, Inc.. The address of the Companys principal executive office is 650 South Royal Lane, Suite 100, Coppell, Texas 75019. The Companys telephone number is (972) 393-3800.
(b) Securities. This Schedule TO relates to the outstanding Shares of the Company. According to the Companys Quarterly Report, there were 5,704,500 shares of common stock issued and outstanding as of December 31, 2009, as of March 1, 2010 there were 5,760,214 shares of Common Stock issued and outstanding.
(c) Trading Market and Price. The information set forth in the section of the Offer to Purchase entitled The Offer Section 6 Price Range of Shares is incorporated herein by reference.
Item 3.
Identity and Background of Filing Person.
Regulation M-A Item 1003
(a) Name and Address. The names of the filing persons to which this Schedule TO relates are Litex Industries, Limited and Litex Acquisition #1, LLC. The principal executive offices of Litex and Purchaser are located at 3401 West Trinity Boulevard, Grand Prairie, Texas 75050 and their telephone number at such address is (972) 871-4350. The information set forth in the section of the Offer to Purchase entitled The Offer Section 9 Certain
Information Concerning the Purchaser and Litex and in Schedule I of the Offer to Purchase is incorporated herein by reference.
(b)-(c) Business and Background of Entities; Business and Background of Natural Persons. The principal business of Litex, a Texas limited partnership, is the manufacture and distribution of ceiling fans and lighting products. The Purchaser, a Texas limited liability company, does not engage in any business activities other than in connection with the Offer. The information set forth in the section of the Offer to Purchase entitled The Offer Section 9 Certain Information Concerning the Purchaser and Litex and in Schedule I of the Offer to Purchase is incorporated herein by reference.
Item 4.
Terms of the Transaction.
Regulation M-A Item 1004
(a) Material Terms. The information set forth in the sections of the Offer to Purchase entitled Summary Term Sheet, Introduction, The Offer Section 1 Terms of the Offer, The Offer Section 2 Acceptance for Payment and Payment, The Offer Section 3 Procedures for Tendering Shares, The Offer Section 4 Withdrawal Rights, The Offer Section 5 Certain Tax Considerations, The Offer Section 12 Purpose of the Offer; Plans for the Company; Statutory Requirements; Approval of the Merger; Appraisal Rights, The Offer Section 13 Dividends and Distributions, The Offer Section 14 Conditions of the Offer and The Offer Section 15 Certain Legal Matters; Regulatory Approvals is incorporated herein by reference.
Item 5.
Past Contacts, Transactions, Negotiations and Agreements.
Regulation M-A Item 1005
(a) Transactions. The information set forth in the section of the Offer to Purchase entitled The Offer Section 9 Certain Information Concerning the Purchaser and Litex is incorporated herein by reference.
(b) Significant Corporate Events. The information set forth in the section of the Offer to Purchase entitled The Offer Section 11 Background of the Offer is incorporated herein by reference.
Item 6.
Purposes of the Transaction and Plans or Proposals.
Regulation M-A Item 1006
(a), (c)(1)-(7) Purposes; Plans. The information set forth in the sections of the Offer to Purchase entitled Summary Term Sheet, Introduction, The Offer Section 7 Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration under the Exchange Act, The Offer Section 11 Background of the Offer and The Offer Section 12 Purpose of the Offer; Plans for the Company; Statutory Requirements; Approval of the Merger; Appraisal Rights is incorporated herein by reference.
Item 7.
Source and Amount of Funds and Other Consideration.
Regulation M-A Item 1007
(a) Source of Funds. The information set forth in the sections of the Offer to Purchase entitled The Offer Section 10 Source and Amount of Funds and The Offer Section 16 Fees and Expenses is incorporated herein by reference.
(b) Conditions. Not applicable.
(d) Borrowed Funds. Not applicable.
Item 8.
Interest in Securities of the Subject Company.
Regulation M-A Item 1008
(a) Securities Ownership. The information set forth in the section of the Offer to Purchase entitled The Offer Section 9 Certain Information Concerning the Purchaser and Litex is incorporated herein by reference.
(b) Securities Transactions. The information set forth in the section of the Offer to Purchase entitled The Offer Section 9 Certain Information Concerning the Purchaser and Litex is incorporated herein by reference.
Item 9.
Persons/Assets Retained, Employed, Compensated or Used.
Regulation M-A Item 1009
(a) Solicitations or Recommendations. The information set forth in the section of the Offer to Purchase entitled The Offer Section 16 Fees and Expenses is incorporated herein by reference.
Item 10.
Financial Statements.
Regulation M-A Item 1010
Not applicable.
Item 11.
Additional Information
Regulation M-A Item 1011
(a) Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in the sections of the Offer to Purchase entitled Summary Term Sheet, Introduction, The Offer Section 7 Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration under the Exchange Act, The Offer Section 9 Certain Information Concerning the Purchaser and Litex, The Offer Section 14 Conditions of the Offer, and The Offer Section 15 Certain Legal Matters; Regulatory Approvals is incorporated herein by reference.
(b) Other Material Information. The information set forth in the Offer to Purchase and Letter of Transmittal is incorporated herein by reference.
Item 12.
Exhibits
Regulation M-A Item 1016
Exhibit No. |
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Description |
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(a)(1)(A) |
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Offer to Purchase dated March 2, 2010. |
(a)(1)(B) |
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Form of Letter of Transmittal. |
(a)(1)(C) |
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Form of Notice of Guaranteed Delivery. |
(a)(1)(D) |
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
(a)(1)(E) |
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Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
(a)(1)(F) |
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Guidelines for Certification of Taxpayer Identification Number on Substitute W-9. |
(a)(1)(G) |
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Summary Advertisement as published on March 2, 2010. |
(a)(5) |
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Press Release issued by Litex Industries, Limited dated March 2, 2010 regarding the commencement of the Offer. |
(b) |
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Not applicable. |
(d) |
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Not applicable. |
(g) |
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Not applicable. |
(h) |
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Not applicable. |
Item 13.
Information Required by Schedule 13E-3
Not applicable.
SIGNATURES
After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated March 2, 2010 |
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LITEX INDUSTRIES, LIMITED |
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By Libco International, LLC, |
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its General Partner |
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By: |
/s/ John Mares |
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Name: John Mares |
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Title: Chief Financial Officer and Manager |
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LITEX ACQUISITION #1, LLC |
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By: |
/s/ John Mares |
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Name: John Mares |
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Title: Manager, Secretary and Treasurer |
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EXHIBIT INDEX
Exhibit No. |
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Description |
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(a)(1)(A) |
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Offer to Purchase dated March 2, 2010. |
(a)(1)(B) |
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Form of Letter of Transmittal. |
(a)(1)(C) |
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Form of Notice of Guaranteed Delivery. |
(a)(1)(D) |
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
(a)(1)(E) |
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Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
(a)(1)(F) |
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Guidelines for Certification of Taxpayer Identification Number on Substitute W-9. |
(a)(1)(G) |
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Summary Advertisement as published on March 2, 2010. |
(a)(5) |
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Press Release issued by Litex Industries, Limited dated March 2, 2010 regarding the commencement of the Offer. |
(b) |
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Not applicable. |
(d) |
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Not applicable. |
(g) |
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Not applicable. |
(h) |
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Not applicable. |