<PAGE>
As filed with the Securities and Exchange Commission on June 6, 2000
Registration No. 333-67393
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 1
To
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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MRS. FIELDS' HOLDING COMPANY, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 6749 87-0563475
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
2855 East Cottonwood Parkway, Suite 400
Salt Lake City, Utah 84121
(801) 736-5600
(Address, including zip code and telephone number, including area code, of
Registrant's principal executive offices)
----------------
Michael Ward, Esq.
Mrs. Fields' Holding Company, Inc.
2855 East Cottonwood Parkway, Suite 400
Salt Lake City, Utah 84121
(801) 736-5600
(Name, address, including zip code, and telephone number, including area code,
of agents for service)
copies to:
Randall H. Doud, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
----------------
Approximate Date of Commencement of Proposed Sale to the Public: Offering
commenced following effectiveness of registration statement.
If any of the securities being registered on this form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] Registration No. 333-67393
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
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<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-4
(File No. 333-67393) of Mrs. Fields' Holding Company, Inc. (the "Registration
Statement"), initially filed with the Securities and Exchange Commission on
November 17, 1998, is being filed solely to include exhibits.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
Exhibit
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<C> <S>
1.1+ Purchase Agreement, dated as of August 13, 1998, among Mrs. Fields'
Holding Company, Inc., Jefferies & Company, Inc. and BT Alex. Brown
Incorporated
2.2** Stock Purchase Agreement among Mrs. Fields' Holding Company, Inc. and
Martin E. Lisiewski, shareholder of Pretzel Time, Inc. dated as of
June 12, 1998
2.3** Securities Purchase Agreement by and among Cookies USA, Inc., the
Individuals and Entities Identified Therein as The Sellers and Mrs.
Fields' Original Cookies, Inc., dated as of August 13, 1998
2.4+ Stock Purchase Agreement among Mrs. Fields' Original Cookies, Inc., as
Buyer, and Jake Tortorice of Chocolate Chip Cookies of Texas, Inc. as
Seller. Filed as Exhibit 2.3 to the 8-K dated September 3, 1998 and
incorporated herein by reference
2.5+ Stock Purchase Agreement among Mrs. Fields' Original Cookies, Inc., as
Buyer, and Lawrence J. Cohen, Mildred S. Cohen, Jerome E. Mouton,
Steven J. Bryan and Jason A. Piltzmaker, holders of all outstanding
capital stock of Deblan Corporation, as Sellers Filed as Exhibit 2.2
to the 8-K dated September 3, 1998 and incorporated herein by
reference
2.6+ Asset Purchase Agreement between Mrs. Fields' Original Cookies, Inc.
and ASK & MSK Family Limited Partnership-II(B), Ltd. Filed as Exhibit
2.4 to the Mrs. Fields' Original Cookies, Inc. 8-K dated September 3,
1998 and incorporated herein by reference
2.7+ Asset Purchase Agreement between Mrs. Fields' Original Cookies, Inc.
and Crossroads Cookies, Inc. Filed as Exhibit 2.5 to the Mrs. Fields'
Original Cookies, Inc. 8-K dated September 3, 1998 and incorporated
herein by reference
2.8+ Asset Purchase Agreement between Mrs. Fields' Original Cookies, Inc.
and Hot Barton and Northpark Cookies, Inc. Filed as Exhibit 2.6 to
the Mrs. Fields' Original Cookies, Inc. 8-K dated September 3, 1998
and incorporated herein by reference
2.10+ Asset Purchase Agreement between Mrs. Fields' Original Cookies, Inc.
and Quail Springs Cookies, Inc. Filed as Exhibit 2.8 to the Mrs.
Fields' Original Cookies, Inc. 8-K dated September 3, 1998 and
incorporated herein by reference
2.12** Asset Purchase Agreement between Mrs. Field's Original Cookies, Inc.
as buyer. The Cookie Conglomerate, Inc. and The Cookie Conglomerate,
LLP. the sellers and Ronald A. Eichel and Alan M. Kuehn, partners in
Cookie Comglomerate, LLP and shareholders of Cookie Conglomerate,
Inc., dated as of October 5, 1998.
2.13** Stock Purchase Agreement among Mrs. Fields' Original Cookies, Inc. as
the buyer and Martin E. Lisiewski, a shareholder of Pretzel Time,
Inc., dated as of December 9, 1998
2.14** Stock Purchase Agreement among Mrs. Fields' Holding Company, Inc., and
Mrs. Fields Original Cookies, Inc., as buyer, and Pretzel Time, Inc.
and Martin E. Lisiewski, as seller, dated as of December 30, 1998
2.15** Stock Purchase Agreement between Mrs. Fields' Original Cookies, Inc.
as buyer and Pretzelmaker Holdings, Inc., Mark N. Geman, Donald G.
Cox, Jr., and Louis H. Marks as principal sellers, dated as of
November 19, 1998
3.1+ Restated Certificate of Incorporation of Mrs. Fields' Holding Company,
Inc.
3.2+ By-Laws of Mrs. Fields' Holding Company, Inc.
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
Exhibit
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<C> <S>
4.1+ Indenture, dated as of August 24, 1998, between Mrs. Fields' Holding
Company, Inc. and The Bank of New York, as Trustee
4.2+ Form of Certificate of Senior Secured Discount Note (included as
Exhibit A to Exhibit 4.1)
4.3+ Pledge Agreement, dated as of August 24, 1998, by Mrs. Fields' Holding
Company, Inc., in favor of The Bank of New York, as Collateral Agent
4.4+ Registration Rights Agreement, dated as of August 24, 1998, among Mrs.
Fields' Holding Company, Inc., Jefferies & Company, Inc. and BT Alex.
Brown Incorporated
4.5** Indenture, dated as of November 26, 1997, among Mrs. Fields' Original
Cookies, Inc., The Mrs. Fields' Brand, Inc. and The Bank of New York,
as Trustee
4.6** Form of Notation of Guarantee (included as Exhibit E to Exhibit 4.5)
4.7** Form of certificate of Senior Note (included as Exhibit A to Exhibit
4.5)
4.8** First Supplemental Indenture, dated as of August 24, 1998, among Mrs.
Fields' Original Cookies, Inc., The Mrs. Fields' Brand, Inc. and The
Bank of New York, as Trustee
4.9** Second Supplemental Indenture, dated as of August 24, 1998, among Mrs.
Fields' Original Cookies, Inc., The Mrs. Fields' Brand, Inc., Great
American Cookie Company, Inc., Jefferies & Company, Inc. and BT Alex
Brown Incorporated
4.10** Third Supplemental Indenture, dated as of November 20, 1998, among
Mrs. Fields' Original Cookies, Inc., Great American Cookie Company,
Inc., The Mrs. Fields' Brand, Inc., Pretzelmaker Holdings, Inc., and
The Bank of New York, as a Trustee
4.11** Registration Rights Agreement, dated as of August 24, 1998, among Mrs.
Fields' Original Cookies, Inc., The Mrs. Fields' Brand, Inc., Great
American Cookie Company, Inc., Jefferies & Company, Inc. and BT Alex.
Brown Incorporated
4.12** Fourth Supplemental Indenture, dated as of December 30, 1998, among
Mrs. Field's Original Cookies, Inc., The Mrs. Fields' Brand, Inc.,
Great American Cookie Company, Inc., Pretzelmaker Holdings, Inc.,
Pretzel Time, Inc., and The Bank of New York, as Trustee
4.13** Fifth Supplemental Indenture, dated as of January 27, 2000, among Mrs.
Fields' Original Cookies, Inc., The Mrs. Fields' Brand, Inc., Great
American Cookie Company, Inc., Pretzelmaker Holdings, Inc., Pretzel
Time, Inc. and The Bank of New York, as Trustee
5.1+ Opinion and consent of Skadden, Arps, Slate, Meagher & Flom LLP as to
legality of the new senior secured discount notes to be issued by
Mrs. Fields' Holding Company, Inc.
10.1+ Asset Purchase Agreement, dated as of August 7, 1996, among Mrs.
Fields Development Corporation, The Mrs. Fields' Brand, Inc. and
Capricorn II, L.P., filed as Exhibit 10.1 to the Mrs. Fields'
Original Cookies, Inc. Registration Statement on S-4 (No. 333-45179)
and incorporated by reference herein
10.2+ Asset Purchase Agreement, dated as of August 7, 1996, among Mrs.
Fields, Inc., Mrs. Fields' Original Cookies, Inc., and Capricorn
Investors II, L.P., filed as Exhibit 10.11 to the Mrs. Fields'
Original Cookies, Inc. Registration Statement on S-4 (No. 333-45179)
and incorporated by reference herein
10.3+ Warrant Agreement, dated as of August 24, 1998, between Mrs. Fields'
Holding Company, Inc. and The Bank of New York, as Warrant Agent
10.4+ Warrant Registration Rights Agreement, dated as of August 24, 1998,
among Mrs. Fields' Holding Company, Inc., Jefferies & Company, Inc.,
BT Alex. Brown Incorporated and Capricorn Investors II, L.P.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Exhibit
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<C> <S>
10.5+ Amended and Restated Marketing Agreement, dated as of January 9, 1997,
between Mrs. Fields' Original Cookies, Inc. and Coca-Cola USA
Fountain, filed as Exhibit 10.27 to the Mrs. Fields' Original
Cookies, Inc. Registration Statement on S-4 (No. 333-45179) and
incorporated by reference herein
10.6** Amendment, dated December 1, 1997, to existing marketing agreement,
dated as of January 9, 1997, between Mrs. Fields' Original Cookies,
Inc. and Coca-Cola USA Fountain
10.7** Corollary agreement, dated September 21, 1998, to existing marketing
agreement, dated as of January 9, 1997 and amended on December 1,
1997, between Mrs. Fields' Original Cookies, Inc. and Coca-Cola USA
Fountain
10.8+ Employment Agreement, dated as of October 1, 1997, between Michael R.
Ward and Mrs. Fields' Original Cookies, Inc. Registration Statement
on S-4 (No. 333-45179) and incorporated by reference herein
10.9+ Employment Agreement, dated as of October 1, 1997, between Pat Knotts
and Mrs. Fields' Original Cookies, Inc., filed as Exhibit 10.29 to
the Mrs. Fields' Original Cookies, Inc. Registration Statement on S-4
(No. 333-45179) and incorporated by reference herein
10.10+ Employment Agreement, dated as of July 1, 1996, between Lawrence
Hodges and Mrs. Fields' Original Cookies, Inc., filed as Exhibit
10.31 to the Mrs. Fields' Original Cookies, Inc. Registration
Statement on S-4 (No. 333-45179) and incorporated by reference herein
10.11** Employment Agreement, dated as of July 10, 1998, between Garry
Remington and Mrs. Fields' Original Cookies, Inc.
10.12+ Employment Agreement, dated as of June 1, 1999, between Mark Tanner
and Mrs. Fields' Original Cookies, Inc.
10.14+ Letter of Agreement, dated as of October 1, 1992, between United
Airlines, Inc. and Mrs. Fields Development Corporation, filed as
Exhibit 10.34 to the Mrs. Fields' Original Cookies, Inc. Registration
Statement on S-4 (No. 333-45179) and incorporated by reference herein
10.15+ Lease Agreement, dated as of January 18, 1998, between 2855 E.
Cottonwood Parkway, L.C. and Mrs. Fields' Original Cookies, Inc.,
filed as Exhibit 10.35 to the Mrs. Fields' Original Cookies, Inc.
Registration Statement on S-4 (No. 333-45179) and incorporated by
reference herein
10.16+ Amendment to Supply Agreement, dated as of June 19, 1995 between Van
Den Bergh Foods Company and Mrs. Fields, Inc., filed as Exhibit 10.37
to the Mrs. Fields' Original Cookies, Inc. Registration Statement on
S-4 (No. 333-45179) and incorporated by reference herein
10.17+ Stock Acquisition Agreement, dated as of September 2, 1997, among Mrs.
Fields' Holding Company, Inc., Pretzel Time, Inc. and Martin E.
Lisiewski, filed as Exhibit 10.39 to the Mrs. Fields' Original
Cookies, Inc. Registration Statement on S-4 (No. 333-45179) and
incorporated by reference herein
10.20+ Stock Acquisition Agreement, dated as of September 2, 1997, among Mrs.
Fields' Holding Company, Inc., Pretzel Time, Inc., and Martin E.
Lisiewski, filed as Exhibit 10.43 to the Mrs. Fields' Original
Cookies, Inc. Registration Statement on S-4 (No. 333-45179) and
incorporated by reference herein
10.21+ Franchise Agreement Addendum 2 and Area Development Agreement Addendum
2, dated as of September 2, 1997, between Pretzel Time, Inc. and Mrs.
Fields' Original Cookies, Inc., filed as Exhibit 10.44 to the Mrs.
Fields' Original Cookies, Inc. Registration Statement on
S-4 (No. 333-45179) and incorporated by reference herein
10.24+ Stock Purchase Agreement, dated as of September 2, 1997, between Mrs.
Fields' Holding Company, Inc. and Martin E. Lisiewski, filed as
Exhibit 10.46 to the Mrs. Fields' Original Cookies, Inc. Registration
Statement on S-4 (No. 333-45179) and incorporated by reference herein
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit
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<C> <S>
10.26+ Employment Agreement, dated as of September 2, 1997, between Pretzel
Time, Inc. and Martin E. Lisiewski, filed as Exhibit 10.48 to the
Mrs. Fields' Original Cookies, Inc. Registration Statement on S-4
(No. 333-45179) and incorporated by reference herein
10.27+ Area Development Agreement, dated as of September 2, 1997, between
Pretzel Time, Inc. and Mrs. Fields' Original Cookies, Inc., filed as
Exhibit 10.49 to the Mrs. Fields' Original Cookies, Inc. Registration
Statement on S-4 (No. 333-45179) and incorporated by reference herein
10.31+ Franchise Development Agreement, dated September 2, 1997, between Mrs.
Fields' Original Cookies, Inc. and Pretzel Time, Inc., filed as
Exhibit 10.53 to the Mrs. Fields' Original Cookies, Inc. Registration
Statement on S-4 (No. 333-45179) and incorporated by reference herein
10.38+ First Amendment to Operating Agreement for UVEST, LLC, dated July 25,
1997, between Mrs. Fields' Pretzel Concepts, Inc. and NVEST Limited,
filed as Exhibit 10.64 to the Mrs. Fields' Original Cookies, Inc.
Registration Statement on S-4 (No. 333-45179) and incorporated by
reference herein
10.39+ First Amendment to Operating Agreement for LV-H&M, L.L.C., dated July
25, 1997, between Mrs. Fields' Pretzel Concepts, Inc. and Jean
Jensen, filed as Exhibit 10.65 to the Mrs. Fields' Original Cookies,
Inc. Registration Statement on S-4 (No. 333-45179) and incorporated
by reference herein
10.40+ Lease Agreement, dated March 2, 1995, between Price Development
Company, Limited Partnership and Mrs. Fields Cookies, filed as
Exhibit 10.69 to the Mrs. Fields' Original Cookies, Inc. Registration
Statement on S-4 (No. 333-45179) and incorporated by reference herein
10.41+ Consulting Agreement, dated November 26, 1996, between Debra J. Fields
and Mrs. Fields' Original Cookies, Inc., filed as Exhibit 10.70 to
the Mrs. Fields' Original Cookies, Inc. Registration Statement on S-4
(No. 333-45179) and incorporated by reference herein
10.42** Mrs. Fields' Holding Company, Inc. Director Stock Option Plan
10.43** Mrs. Fields' Holding Company, Inc. Employee Stock Option Plan
10.44** Mrs. Fields' Holding Company, Inc. Director Stock Purchase Plan
10.45+ Amended and Restated Loan Agreement, dated as of February 28, 1998,
between Mrs. Fields' Original Cookies, Inc. and LaSalle National
Bank, filed as Exhibit 10.73 to the Mrs. Fields' Original Cookies,
Inc. Registration Statement on S-4 (No. 333-45179) and incorporated
by reference herein
10.46** Intellectual Property Security Agreement, dated as of February 28,
1998, between Mrs. Fields' Original Cookies, Inc. and LaSalle
National Bank
10.47** Pledge and Security Agreement, dated as of February 28, 1998, between
Mrs. Fields' Original Cookies, Inc. and LaSalle National Bank
10.48** Stockholders' Agreement, dated as of July 17, 1998, between Mrs.
Fields' Holding Company, Inc. and its Stockholders
10.49** Form of Settlement Agreement and Release, by and among Mrs. Fields'
Original Cookies, Inc., Capricorn Investors II, L.P., a Delaware
limited partnership, Great American Cookie Company, Inc., Cookies
USA, Inc., The Jordan Company, and the Franchisees parties thereto
10.50** Supply Agreement, dated as of March 30, 1998 between Mrs. Fields'
Original Cookies, Inc. and LBI Acquisition Corp. d/b/a Pennant Foods
10.51** First Amendment to Amended and Restated Loan Agreement, dated as of
July 31, 1998 by and between Mrs. Fields' Original Cookies, Inc. and
LaSalle National Bank.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
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<C> <S>
10.52** Second Amendment to Amended and Restated Loan Agreement, dated as of
April 1, 1999 by Mrs. Fields' Original Cookies, Inc. and LaSalle
National Bank.
10.53** Third Amendment to Amended and Restated Loan Agreement, dated as of
February 1, 2000 by Mrs. Fields' Original Cookies, Inc. and LaSalle
National Bank.
10.54** Management Agreement, dated as of May 31, 2000, by and among Mrs.
Fields' Original Cookies, Inc., TCBY Holding Company, Inc. and TCBY
Systems, LLC.
12.1+ Computation of ratio of earnings to fixed charges of Mrs. Fields'
Holding Company, Inc.
21.1+ Subsidiaries of Mrs. Fields' Holding Company, Inc.
23.1+ Consent of Arthur Andersen LLP
23.2+ Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 5.1)
23.3+ Consent of the Prior Management of Great American Cookie Company
24.1+ Power of Attorney of certain officers and directors of the Company,
included in Part II of the Registration Statement
25.1+ Form T-1 Statement of Eligibility of The Bank of New York to act as
trustee under the Indenture
27.1+ Financial Data Schedule (for SEC use only)
99.1+ Form of Letter of Transmittal
99.2+ Form of Notice of Guaranteed Delivery
99.3+ Schedule II--Valuation and Qualifying Accounts
99.4+ Guidelines for certification of taxpayer identification number on
substitute Form W-9
99.6+ Letter to Brokers
99.7+ Letter to clients
</TABLE>
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+Filed previously
**Incorporated by reference to the Mrs. Fields' Original Cookies, Inc.
Registration Statement on Form S-4 (File No. 333-67389)
II-5
<PAGE>
ITEM 22. UNDERTAKINGS
The undersigned registrants hereby undertake:
(1) To file any period in which offers to sale 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 the registration statement (or most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities would
not exceed that which was registered) and any deviation from the low or
high end 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
20 percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; (iii) to include any material information with respect to the
plan of distribution previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liabilities under the
Securities Act of 1933, each post-effective amendment 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.
(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.
The undersigned Registrants hereby undertake to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
The undersigned Registrants hereby undertake to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired or involved therein, that was not the subject of and included in
the registration statement when it became effective.
The undersigned hereby undertakes that:
(1) For purposes of determining liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of the
information omitted from the form of prospectus filed as part of the
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For purpose of determining liability under the Securities Act of 1933,
each post-effective amendment that contains a form of prospectus 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.
II-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, Mrs. Fields'
Holding Company, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-4 and has duly caused
this Post-Effective Amendment No. 1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Salt Lake City, State of Utah, on
the 6th day of June, 2000.
Mrs. Fields' Holding Company, Inc.
/s/ Larry A. Hodges
By: _________________________________
Larry A. Hodges
President/CEO
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 has been signed by the following persons in the
capacities indicated on June 6, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* President, Chief Executive Officer and
________________________________________ Director
(Larry A. Hodges)
/s/ Mark S. Tanner Senior Vice President and Chief
________________________________________ Financial Officer (Principal Financial
(Mark S. Tanner) and Accounting Officer)
* Chairman of the Board of Directors
________________________________________
(Herbert S. Winokur)
* Director
________________________________________
(Richard M. Ferry)
* Director
________________________________________
(Nathaniel A. Gregory)
* Director
________________________________________
(Walker Lewis)
* Director
________________________________________
(Peter W. Mullin)
* Director
________________________________________
(Gilbert C. Osnos)
</TABLE>
/s/ Michael R. Ward
*By: ______________________________
Michael R. Ward
Attorney-in-Fact
II-7
