UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement Under
Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 2)
CRAFTMADE INTERNATIONAL, INC.
(Name of Subject Company)
CRAFTMADE INTERNATIONAL, INC.
(Name of Persons Filing Statement)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
22413E104
(CUSIP Number of Class of Securities)
C. Brett Burford
Chief Financial Officer
Craftmade International, Inc.
650 South Royal Lane, Suite 100
Coppell, Texas 75019
(972) 393-3800
(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement)
Copies To:
Brian D. Barnard
201 Main Street, Suite 2200
Fort Worth, Texas 76102
(817) 347-6600
| |
|
|
| o |
|
Check the box if the filing relates solely to preliminary communications prior to the
commencement of a tender offer. |
This Amendment No. 2 to the Schedule 14D-9 (this Amendment No. 2) amends and
supplements the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with the
Securities and Exchange Commission (the SEC) on March 15, 2010, as amended and
supplemented by Amendment No. 1 thereto filed with the SEC on March 31, 2010 (the Schedule
14D-9), by Craftmade International, Inc., a Delaware corporation (the Company). The
Schedule 14D-9 was filed in relation to the unsolicited tender offer by Litex Acquisition #1, LLC
(Purchaser), a Texas limited liability company and wholly owned subsidiary of Litex
Industries, Limited, a Texas limited partnership (Litex), to purchase all of the
outstanding shares of the Companys common stock, par value $0.01 per share, including the
associated preferred stock purchase rights, in exchange for $5.25 per share, net to the seller in
cash (less any applicable withholding taxes and without interest), and on the terms and subject to
the conditions described in the Purchasers Tender Offer Statement on Schedule TO originally filed
with the SEC on March 2, 2010, as amended.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains
unchanged and is incorporated herein by reference as relevant to the items in this Amendment No. 2.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule
14D-9.
Item 9. Exhibits
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following
exhibits immediately after exhibit (a)(6):
(a)(7) Press release issued by the Company on April 9, 2010.
SIGNATURE
After due 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.
| |
|
|
|
|
| |
CRAFTMADE INTERNATIONAL, INC.
|
|
| |
By: |
/s/ C. Brett Burford
|
|
| |
|
C. Brett Burford |
|
| |
|
Chief Financial Officer |
|
| |
Dated: April 9, 2010