AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 30, 2007
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Tuesday Morning Corporation
(Exact name of registrant as specified in its charter)
Delaware |
| 75-2398532 |
(State or other jurisdiction of |
| (I.R.S. Employer Identification No.) |
incorporation or organization) |
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6250 LBJ Freeway |
| 75240 |
(Address of Principal Executive Offices) |
| (Zip Code) |
TUESDAY MORNING CORPORATION 1997 LONG-TERM EQUITY INCENTIVE PLAN
(Full title of the plan)
Elizabeth Schroeder
Executive Vice President, Chief Financial Officer and Secretary
Tuesday Morning Corporation
6250 LBJ Freeway
Dallas, Texas 75240
(Name and address of agent for service)
(972) 387-3562
(Telephone number, including area code, of agent for service)
copy to:
Harva R. Dockery
Fulbright & Jaworski L.L.P.
2200 Ross Avenue
Suite 2800
Dallas, Texas 75201
(214) 855-8000
CALCULATION OF REGISTRATION FEE
Title of securities |
| Amount to |
| Proposed |
| Proposed |
| Amount of |
| |||
Common Stock, $0.01 par value per share |
| 1,848,077 shares (2) |
| $ | 10.56 |
| $ | 19,515,693.12 |
| $ | 599.14 |
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(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933 and based on the average of the high and low prices reported on The NASDAQ Stock Market on August 27, 2007.
(2) If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered on this Registration Statement changes, the provisions of Rule 416 shall apply to this Registration Statement, and this Registration Statement shall be deemed to cover the additional securities resulting from the split of, or dividend on, the securities covered by this Registration Statement.
EXPLANATORY NOTE
This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which a registration statement on this form relating to an employee benefit plan is effective. This Registration Statement is filed for the purpose of registering an additional 1,848,077 shares of common stock, $.01 par value, of Tuesday Morning Corporation (the “Company”) pursuant to the Tuesday Morning Corporation 1997 Long-Term Incentive Plan, as amended (the “Plan”). Pursuant to General Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 registering 2,951,923 shares of the Company’s common stock, originally filed on November 4, 1999 (Registration Statement 333-90315), are incorporated by reference into this Registration Statement.
Item 8. Exhibits
Exhibit |
| Description |
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5.1 |
| Opinion of Fulbright & Jaworski L.L.P. |
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23.1 |
| Consent of Independent Registered Public Accounting Firm |
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23.2 |
| Consent of Fulbright & Jaworski L.L.P. (included in the opinion filed as Exhibit 5.1 hereto) |
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24.1 |
| Power of Attorney (included in the signature pages hereto) |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on August 29, 2007.
| TUESDAY MORNING CORPORATION | ||
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| By: | /s/ Elizabeth Schroeder |
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| Elizabeth Schroeder | |
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| Executive Vice President and | |
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| Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, Kathleen Mason and Elizabeth Schroeder and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature |
| Title |
| Date |
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/s/ Kathleen Mason |
| President, Chief Executive Officer and Director |
| August 29, 2007 |
Kathleen Mason |
| (Principal Executive Officer) |
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/s/ Elizabeth A. Schroeder |
| Executive Vice President and Chief Financial |
| August 29, 2007 |
Elizabeth A. Schroeder |
| Officer (Principal Financial and Accounting Officer) |
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/s/ Benjamin D. Chereskin |
| Director |
| August 29, 2007 |
Benjamin D. Chereskin |
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/s/ William J. Hunckler, III |
| Director |
| August 29, 2007 |
William J. Hunckler, III |
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/s/ Henry F. Frigon |
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| Director |
| August 29, 2007 |
Henry F. Frigon |
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/s/ Bruce A. Quinnell |
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| Chairman of the Board |
| August 29, 2007 |
Bruce A. Quinnell |
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/s/ Robin P. Selati |
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| Director |
| August 29, 2007 |
Robin P. Selati |
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INDEX TO EXHIBITS
Exhibit |
| Description |
5.1 |
| Opinion of Fulbright & Jaworski L.L.P. |
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23.1 |
| Consent of Independent Registered Public Accounting Firm |
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23.2 |
| Consent of Fulbright & Jaworski L.L.P. (included in the opinion filed as Exhibit 5.1 hereto) |
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24.1 |
| Power of Attorney (included in the signature pages hereto) |
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