As filed with the Securities and Exchange Commission on May __, 2003.
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FRIEDMAN'S INC.
(Exact Name of Issuer as Specified in its Charter)
DELAWARE 58-2058362
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
4 WEST STATE STREET
SAVANNAH, GEORGIA 31401
(912) 233-9333
(Address, including zip code, and telephone number of principal executive
offices)
FRIEDMAN'S INC. 1999 LONG-TERM INCENTIVE PLAN, AS AMENDED
FRIEDMAN'S INC. 1994 QUALIFIED EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
(Full Title of the Plans)
VICTOR M. SUGLIA
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
FRIEDMAN'S INC.
4 WEST STATE STREET
SAVANNAH, GEORGIA 31401
(912) 233-9333
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount to Maximum Maximum Amount of
Title of Securities be Registered Offering Price Aggregate Registration
to be Registered Per Share Offering Price Fee
Class A Common Stock, $.01 par value per 2,300,000(1) $8.16(2) $18,768,000(2) $1,518.33
share
(1) Amount to be registered consists of an aggregate of 2,000,000 shares to be
issued pursuant to the grant or exercise of awards granted to employees,
officers, consultants, and directors under the Friedman's, Inc. 1999
Long-Term Incentive Plan, as amended, and an aggregate of 300,000 shares
to be issued to employees under the Friedman's Inc. 1994 Qualified
Employee Stock Purchase Plan, as amended, including additional shares that
may become issuable in accordance with the adjustment and anti-dilution
provisions of the plans. The Registrant has previously filed Registration
Statements on Form S-8 with respect to shares issuable under these plans.
This Registration Statement is filed to cover additional shares authorized
for issuance under amendments to these plans.
(2) Determined in accordance with Rule 457(h), the registration fee
calculation is based on the average of the high and low prices of a share
of the Company's Common Stock reported on the Nasdaq National Market on
May 19, 2003.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
The documents constituting Part I of this Registration Statement will be
sent or given to participants in the Plan as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, Friedman's Inc. (the "Company") will
provide, without charge, the documents incorporated by reference in Item 3 of
Part II of this Registration Statement. The documents are incorporated by
reference in the Section 10(a) prospectus. The Company will also provide,
without charge, upon written or oral request, other documents requested to be
delivered to employees pursuant to Rule 428(b). Requests for the above mentioned
information should be directed to Victor M. Suglia, Senior Vice President and
Chief Financial Officer, at the address on the cover of this Registration
Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company (File No. 000-22356) with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference and are deemed to be a part hereof from the date of the filing of
such documents:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
September 28, 2002.
(2) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since September 28, 2002.
(3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, dated September 9, 1993, filed
under Section 12 of the Exchange Act, including all amendments or reports filed
for the purpose of updating such description.
(4) All other documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered have been sold or that deregisters all securities that remain
unsold.
Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this Registration Statement to the extent that a statement contained herein
or in any subsequently filed document which also is, or is deemed to be,
incorporated herein by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Incorporated by reference from the Company's Registration Statement on
Form S-3 (File No. 333-76072) dated December 28, 2001.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable.
ITEM 8. EXHIBITS
The exhibits listed in the Exhibit Index are filed as part of this
Registration Statement.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
the securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
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(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities being offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(Signatures on following page)
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Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 Savannah, State of Georgia, on February 25,
2003.
FRIEDMAN'S INC.
By: /s/ Bradley J. Stinn
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Name: Bradley J. Stinn
Title: Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Bradley J. Stinn and Victor M. Suglia, and each
of them (with full power in each to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
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 in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of the, or their or
his substitutes, 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 dates indicated.
/s/ Bradley J. Stinn Director, Chief Executive Officer February 25, 2003
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Bradley J. Stinn
/s/ Sterling B. Brinkley Chairman of the Board of Directors February 25, 2003
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Sterling B. Brinkley
/s/ John E. Cay, III Director February 25, 2003
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John E. Cay, III
/s/ Robert W. Cruickshank Director February 25, 2003
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Robert W. Cruickshank
/s/ David B. Parshall Director February 25, 2003
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David B. Parshall
/s/ Mark C. Pickup Director February 25, 2003
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Mark C. Pickup
/s/ Victor M. Suglia Senior Vice President-Chief Financial February 25, 2003
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Victor M. Suglia Officer (Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
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5.1 Opinion of Alston & Bird LLP as to the legality of the securities to be
issued
23.1 Consent of Alston & Bird LLP (contained in its opinion filed herewith as
Exhibit 5.1 and incorporated herein by reference)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on signature page)
99.1 Friedman's Inc. 1999 Long-Term Incentive Plan, as Amended
99.2 Friedman's Inc. 1994 Qualified Employee Stock Purchase Plan, as Amended