0001145443-12-001403.txt : 20121212 0001145443-12-001403.hdr.sgml : 20121212 20121212162217 ACCESSION NUMBER: 0001145443-12-001403 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121212 DATE AS OF CHANGE: 20121212 GROUP MEMBERS: LANCE LAIFER GROUP MEMBERS: WAPITI CAPITAL INVESTMENT MANAGEMENT, LLC GROUP MEMBERS: WAPITI CAPITAL PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TANDY BRANDS ACCESSORIES INC CENTRAL INDEX KEY: 0000869487 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 752349915 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41539 FILM NUMBER: 121259401 BUSINESS ADDRESS: STREET 1: 3631 W. DAVIS STE A CITY: DALLAS STATE: TX ZIP: 75211 BUSINESS PHONE: 2145195200 MAIL ADDRESS: STREET 1: 3631 W. DAVIS STE A CITY: DALLAS STATE: TX ZIP: 75211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Wapiti Capital Partners, L.P. CENTRAL INDEX KEY: 0001486522 IRS NUMBER: 204072863 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1 STIRRUP DRIVE CITY: OLD BROOKVILLE STATE: NY ZIP: 11545 BUSINESS PHONE: (646) 734-6657 MAIL ADDRESS: STREET 1: 1 STIRRUP DRIVE CITY: OLD BROOKVILLE STATE: NY ZIP: 11545 FORMER COMPANY: FORMER CONFORMED NAME: Resilient Partners, L.P. DATE OF NAME CHANGE: 20100308 SC 13D 1 d30020.htm SC 13D Converted by EDGARwiz

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934


(Amendment No. 1)


TANDY BRANDS ACCESSORIES, INC.

(Name of Issuer)


COMMON STOCK, $1.00 PAR VALUE

(Title of Class of Securities)

875378101

(CUSIP Number)


Wapiti Capital Partners, L.P.

1 Stirrup Drive

Old Brookville, NY 11545

(646) 734-6657

(Name, address and telephone number of person

authorized to receive notices and communications)


- with a copy to -


Jeffrey L. Wasserman, Esq.

Sills Cummis & Gross P.C.

One Riverfront Plaza

Newark, New Jersey 07102

(973) 643-7000


December 5, 2012

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box.   


Note:

Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d 7(b) for other parties to whom copies are to be sent.


*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.  


The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).







CUSIP No. 875378101

13D

Page 2 of 9




1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


Wapiti Capital Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b) x

3

SEC USE ONLY


4

SOURCE OF FUNDS


WC

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION


Delaware


NUMBER OF

7

SOLE VOTING POWER


0

SHARES

BENEFICIALLY

OWNED BY

8

SHARED VOTING POWER


254,915

REPORTING PERSON

WITH

9

SOLE DISPOSITIVE POWER


0

 

10

SHARED DISPOSITIVE POWER


254,915

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


254,915

12

CHECK BOX IF THE AGGREGATE AMOUNT IN

ROW (11) EXCLUDES CERTAIN SHARES

  ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


3.6%  **

14

TYPE OF REPORTING PERSON


PN


** This percentage is based on an aggregate of 7,133,970 shares of the Issuer’s Common Stock outstanding as of November 12, 2012 as reported in the Issuer’s Form 10-Q for the fiscal quarter ended September 30, 2012.







CUSIP No. 875378101

13D

Page 3 of 9




1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


Wapiti Capital Investment Management, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b) x

3

SEC USE ONLY


4

SOURCE OF FUNDS


WC (Wapiti Capital Partners, L.P.)

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION


Delaware



NUMBER OF

7

SOLE VOTING POWER


0

SHARES

BENEFICIALLY

OWNED BY

8

SHARED VOTING POWER


254,915 *

REPORTING PERSON

WITH

9

SOLE DISPOSITIVE POWER


0

 

10

SHARED DISPOSITIVE POWER


254,915 *

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


254,915 *

12

CHECK BOX IF THE AGGREGATE AMOUNT IN

ROW (11) EXCLUDES CERTAIN SHARES

  ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


3.6% **

14

TYPE OF REPORTING PERSON


OO


* Pursuant to Rule 13d-4, Wapiti Capital Investment Management disclaims beneficial ownership of these shares.

** This percentage is based on an aggregate of 7,133,970 shares of the Issuer’s Common Stock outstanding as of November 12, 2012 as reported in the Issuer’s Form 10-Q for the fiscal quarter ended September 30, 2012.







CUSIP No. 875378101

13D

Page 4 of 9




1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


Lance Laifer

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b) x

3

SEC USE ONLY


4

SOURCE OF FUNDS


WC (Wapiti Capital Partners, L.P.)

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION


United States of America



NUMBER OF

7

SOLE VOTING POWER


0

SHARES

BENEFICIALLY

OWNED BY

8

SHARED VOTING POWER


254,915 *

REPORTING PERSON

WITH

9

SOLE DISPOSITIVE POWER


0

 

10

SHARED DISPOSITIVE POWER


254,915 *

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


254,915 *

12

CHECK BOX IF THE AGGREGATE AMOUNT IN

ROW (11) EXCLUDES CERTAIN SHARES

  ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


3.6%  **

14

TYPE OF REPORTING PERSON


IN


* Pursuant to Rule 13d-4, Mr. Laifer disclaims beneficial ownership of these shares.

** This percentage is based on an aggregate of 7,133,970 shares of the Issuer’s Common Stock outstanding as of November 12, 2012 as reported in the Issuer’s Form 10-Q for the fiscal quarter ended September 30, 2012.







CUSIP No. 875378101

13D

Page 5 of 9




Item 1.

Security and Issuer

This Amendment No. 1 to Schedule 13D is being filed to amend the Schedule 13D filed by the undersigned on March 27, 2012 with respect to the common stock, $1.00 par value per share (the “Common Stock”) of Tandy Brands Accessories, Inc., a Delaware corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 3631 West Davis, Suite A, Dallas, Texas  75211.  All other information in the Schedule 13D not otherwise amended hereby remains unchanged.


Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:


“Wapiti purchased the 254,915 shares of Common Stock in the open market for the aggregate net purchase price of approximately $472,358.  An itemized breakdown of the daily transactions during the past sixty days is more fully set forth in Item 5 below. The source of funds for the payment by Wapiti for such Common Stock was the working capital of Wapiti.”


Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:

“(a)

Wapiti is the record owner of 254,915 shares of Common Stock of the Issuer, representing approximately 3.6% of the Issuer’s outstanding Common Stock based on an aggregate of 7,133,970 shares of the Issuer’s Common Stock outstanding as of November 12, 2012 as reported in the Issuer’s Form 10-Q for the fiscal quarter ended September 30, 2012.  The General Partner, which is responsible for the management of Wapiti, and Mr. Laifer, as the managing member of the General Partner, in which capacity he has voting and/or investment power over the shares of Common Stock held by Wapiti, may each be deemed to beneficially own the shares of Common Stock held by Wapiti.  Pursuant to Rule 13d-4, the General Partner and Mr. Laifer each disclaims beneficial ownership of the 254,915 shares of Common Stock of the Issuer held by Wapiti.

(b)

Wapiti, as the record owner of the 254,915 shares of Common Stock, has the power to vote, or direct the vote, and the power to dispose of, or to direct the disposition of, such shares of Common Stock.  Each of the General Partner and Mr. Laifer, however, may be deemed to share voting and dispositive power over the 254,915 shares of Common Stock of the Issuer held directly by Wapiti.

(c)

Information regarding transactions in shares of Common Stock of the Issuer, which were effected by Wapiti on the open market during the past sixty days, is set forth on Schedule 1 attached hereto.

(d)

Other than as described in this Schedule 13D, as amended, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.







CUSIP No. 875378101

13D

Page 6 of 9




(e)

Each of Wapiti, the General Partner and Mr. Laifer ceased to be the beneficial owner of more than five percent of the Common Stock on December 7, 2012.”

Item 7.

Material to be Filed as Exhibits

The Joint Filing Agreement, dated as of March 27, 2012, by and among Wapiti, the General Partner and Mr. Laifer (incorporated by reference to Exhibit A to the Schedule 13D filed by the undersigned on March 27, 2012).


[Signature Page Follows.]







CUSIP No. 875378101

13D

Page 7 of 9




Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: December 12, 2012


WAPITI CAPITAL PARTNERS, L.P.

By: Wapiti Capital Investment Management, LLC, its General Partner

By:

/s/ Lance Laifer

Lance Laifer, Managing Member


WAPITI CAPITAL INVESTMENT MANAGEMENT, LLC

By:

/s/ Lance Laifer

Lance Laifer, Managing Member


/s/ Lance Laifer
Lance Laifer








CUSIP No. 875378101

13D

Page 8 of 9




Schedule 1


Purchases of Issuer Common Stock


Date

Quantity

Price per Share ($)

12/4/2012

300

1.72

12/3/2012

100

1.66

12/3/2012

400

1.68

11/30/2012

500

1.57

11/26/2012

100

1.50

10/31/2012

200

1.56

10/25/2012

100

1.55

10/24/2012

100

1.74


Dispositions of Issuer Common Stock

 

 

 

Date

Quantity

Price per Share ($)

12/10/2012

2500

1.58

12/10/2012

2500

1.58

12/10/2012

2500

1.58

12/10/2012

2500

1.58

12/10/2012

2500

1.58

12/10/2012

2500

1.55

12/7/2012

500

1.64

12/7/2012

5000

1.65

12/7/2012

5000

1.59

12/7/2012

5000

1.59

12/7/2012

500

1.64

12/7/2012

3000

1.60

12/7/2012

5000

1.60

12/6/2012

500

1.64

12/6/2012

100

1.69

12/5/2012

1000

1.65

12/5/2012

1000

1.65

12/5/2012

1000

1.65

12/5/2012

1000

1.65

12/5/2012

1000

1.65

12/5/2012

1000

1.65

12/4/2012

100

1.68

12/4/2012

200

1.77

12/3/2012

10,000

1.63

12/3/2012

500

1.75

12/3/2012

500

1.71

12/3/2012

500

1.70

12/3/2012

1000

1.64

12/3/2012

8600

1.66

12/3/2012

1000

1.71

12/3/2012

1000

1.65





CUSIP No. 875378101

13D

Page 9 of 9



Dispositions of Issuer Common Stock

 

 

 

Date

Quantity

Price per Share ($)

12/3/2012

1000

1.70

11/30/2012

500

1.62

11/30/2012

500

1.61

11/30/2012

600

1.63

11/30/2012

600

1.64

11/30/2012

550

1.62

11/30/2012

450

1.62

11/30/2012

500

1.61

11/30/2012

400

1.63

11/30/2012

600

1.61

11/30/2012

500

1.62

11/30/2012

500

1.62

11/30/2012

400

1.61

11/30/2012

400

1.61

11/30/2012

450

1.62

11/30/2012

400

1.62

11/29/2012

500

1.62

11/29/2012

600

1.62

11/28/2012

100

1.66