Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
Registration Statement
Under
The Securities Act of 1933
__________
JEREMY'S MICROBATCH ICE CREAMS, INC.
(Exact name of issuer as specified in its charter)
Delaware 23-3017648
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3401 Market Street, Suite 312
Philadelphia, PA 19104
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(Address of principal executive offices) (Zip Code)
Jeremy's Microbatch Ice Creams, Inc.
2000 Stock Option Plan
(Full title of plan)
Joseph Phillips
Chief Executive Officer
Jeremy's Microbatch Ice Creams, Inc.
3741 Walnut Street, Suite 423
Philadelphia, PA 19104
(Name and address of agent for service)
(215) 823-6885
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Title of Proposed maximum Proposed maximum
Securities to Amount to be Offering price Aggregate Amount of
be registered. Registered per share (1) Offering price (1) registration fee (1)
--------------- ---------------- ----------------- ------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock 750,000
$.01 par value Shares $ 1.77 $ 1,327,500 $ 350.46
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(1) Estimated solely for the purpose of calculating the registration fee in accordance with
Rule 457 on the basis of the average of the high and low sales prices of the registrant's
common stock reported on the NASDAQ SmallCapSM Market on August 14, 2000.
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INTRODUCTORY STATEMENT
This Registration Statement on Form S-8 is being filed to register 750,000
shares of Common Stock, par value $.01 per share (the "Common Stock"), of
Jeremy's Microbatch Ice Creams, Inc. (the "Company"), for issuance in connection
with options to be granted under the Company's 2000 Stock Option Plan.
Pursuant to Rule 428(b)(1), promulgated under the Securities Act of 1933,
as amended (the "Securities Act"), the information required by Part I of Form
S-8 will be sent or given to option holders, as specified in such Rule, in the
form of a prospectus that meets the requirements of Section 10(a) of the
Securities Act. In accordance with the note which precedes the instructions to
Part I of Form S-8, the documents containing the information specified in Part I
of Form S-8 have not been filed with the Securities and Exchange Commission
either as part of this registration statement or as a prospectus or prospectus
supplement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities and
Exchange Commission by Jeremy's Microbatch Ice Creams, Inc. ("Jeremy's") under
the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference: (a) Jeremy's Annual Report on Form 10-KSB for
the year ended December 31, 1999; (b) Jeremy's Quarterly Report on Form 10-QSB
for the quarters ended March 31 and June 30, 2000, and (c) the description of
Common Stock, par value $.01 per share, set forth in Jeremy's Registration
Statement on Form 8-A filed under Section 12 of the Exchange Act on February 14,
2000, and any amendment or report hereafter filed for the purpose of updating
such description.
All documents filed by Jeremy's pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this registration statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
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.
Our bylaws require us to indemnify each person who is or was a
director or officer of Jeremy's against all expenses, liabilities, and loss
actually and reasonably incurred in connection with any civil, criminal,
administrative or investigative proceeding brought by reason of the fact that
such person is or was a director or executive officer of Jeremy's or is or was
serving at our request in certain other capacities, to the extent such person is
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not otherwise indemnified and such indemnification is not prohibited by law.
Under the Delaware General Corporation Law, we may indemnify such persons if
they acted in good faith and in a manner which they reasonably believed to be in
or not opposed to the best interests of the Jeremy's, and with respect to any
criminal action or proceeding had no reasonable cause to believe their conduct
was unlawful. With respect to a proceeding brought in the right of Jeremy's, we
may indemnify such person if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of Jeremy's,
except that we may indemnify a person in that situation only to the extent the
Court of Chancery or other court determines that such person is fairly and
reasonably entitled to indemnification. Subject to the standards stated in the
last two sentences, our by-laws require us to advance the expense (including
attorneys' fees) incurred by such person in defending such action.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or persons
controlling Jeremy's pursuant to the foregoing provisions, we are informed that
in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities Act and is therefore
unenforceable.
Our certificate of incorporation includes a provision that eliminates
the personal liability of our directors for monetary damages for breach of
fiduciary duty as a director, except for liability:
- For any breach of the directors duty of loyalty to Jeremy's
or its stockholders;
- For acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law;
- Under Section 174 of the Delaware General Corporation Law
relating to unlawful dividends or stock redemptions; or
- For any transaction from which the director derived an
improper personal benefit.
These provisions are permitted under Delaware Law.
Limitation of liability and indemnification provisions in our
certificate of incorporation and by-laws may discourage stockholders from
bringing a lawsuit against directors for breach of their fiduciary duty. These
provisions may also have the effect of reducing the likelihood of derivative
litigation against directors and officers, even though an action of this kind,
if successful, might otherwise benefit us and our stockholders. Furthermore, a
stockholder's investment may be adversely affected to the extent we pay the
costs of settlement and damage awards against directors and officers pursuant to
these indemnification provisions.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation of Jeremy's (incorporated by reference to
Exhibit 3.1 to Jeremy's Registration Statement on Form SB-2,
Registration No. 333-89625).
4.2 Amended and Restated Bylaws of Jeremy's (incorporated by reference to
Exhibit 3.2 to Jeremy's Registration Statement on Form SB-2,
Registration No. 333-89625).
5 Opinion of Eckert Seamans Cherin & Mellott, LLC (including consent).
23.1 Consent of Eckert Seamans Cherin & Mellott, LLC (included in its
opinion filed herewith as Exhibit 5).
23.2 Consent of BDO Seidman. LLP.
99. 2000 Stock Option Plan
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes to:
(1) file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any information on the plan of distribution;
(2) for the purpose of determining liability under the
Securities Act, treat each post-effective amendment a new registration of the
securities offered, and the offering of the securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Philadelphia, Pennsylvania, on August 15, 2000.
Jeremy's Microbatch Ice Creams, Inc.
By: /s/ Joseph Phillips
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Joseph Phillips,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, 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/ Joseph Phillips President and Chief August 15, 2000
--------------------- Executive Officer
Joseph Phillips (Principal Executive
Officer) and Director
/s/ Jeremy D. Kraus Chairman August 15, 2000
---------------------- and Director
Jeremy D. Kraus
/s/ Jeffrey S. Rosen Chief Financial Officer August 15, 2000
----------------------- (Principal Financial and
Jeffrey S. Rosen Accounting Officer)
/s/ Steve Kirby Director August 15, 2000
-----------------
Steve Kirby
/s/ Joseph C. Casey Director August 15, 2000
----------------------
Joseph C. Casey
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JEREMY'S MICROBATCH ICE CREAMS, INC.
EXHIBIT INDEX
4.1 Certificate of Incorporation of Jeremy's (incorporated by reference to
Exhibit 3.1 to Jeremy's Registration Statement on Form SB-2,
Registration No. 333-89625.
4.2 Amended and Restated Bylaws of Jeremy's (incorporated by reference to
Exhibit 3.2 to Jeremy's Registration Statement on Form SB-2,
Registration No. 333-89625.
5 Opinion of Eckert Seamans Cherin & Mellott, LLC (including consent).
23.1 Consent of Eckert Seamans Cherin & Mellott, LLC (included in its
opinion filed herewith as Exhibit 5).
23.2 Consent of BDO Seidman, LLP
99. 2000 Stock Option Plan
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