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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 7, 1996
J. Michaels, Inc.
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(Exact name of registrant as specified in its charter)
New York 0-5703 11-1796714
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
182 Smith Street, Brooklyn, New York 11201
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(Address of principal executive offices)
Registrant's telephone number, including area code: (718-852-6100)
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On October 7, 1996, J. Michaels Inc. (the "Company") and Muriel Siebert
Capital Markets Group Inc. ("Siebert"), the sole shareholder of Muriel Siebert &
Co.,) Inc., entered into Amendment No. 2 dated as of September 30, 1996 (the
"Amendment") to the Plan and Agreement of Merger dated as of April 24,
1996 as amended as of June 28, 1996. The Amendment delays the outside closing
date for the merger (the "Merger") of Siebert into the Company until
January 6, 1997, and provides that the Company will effect a 1 for 7 reverse
split of its shares immediately after the effective time of the Merger. An
information statement with respect to a meeting of shareholders of the Company
to be held on October 31, 1996 to approve the reverse split is expected to be
mailed on October 11, 1996 to all shareholders of record of the Company on
October 10, 1996.
Item 7. Financial Statements and Exhibits.
(c) Exhibit 10 Amendment No. 2 dated as of September 30, 1996 to Plan and
Agreement of Merger dated as of April 24, 1996 as amended between the Company
and Siebert.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
J. MICHAELS, INC.
(Registrant)
By: /s/JAMES H. MICHAELS
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James H. Michaels, Pres.
Dated: October 10, 1996
EXHIBIT INDEX
Exhibit 10 Amendment No. 2 dated as of September 30, 1996
to Plan and Agreement of Merger dated as of April 24, 1996 as amended
between the Company and Siebert.
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AMENDMENT NO. 2 TO PLAN AND AGREEMENT OF MERGER
AMENDMENT NO. 2, made and entered into as of September 30, 1996 (this
"Amendment"), to the PLAN AND AGREEMENT OF MERGER, dated as of April 24, 1996,
as amended by Amendment No. 1 made and entered into as of June 28, 1996 (as so
amended, the "Merger Agreement"), by and between J. MICHAELS, INC., a New York
corporation (the "Company"), and MURIEL SIEBERT CAPITAL MARKETS GROUP INC., a
Delaware corporation wholly-owned by Muriel Siebert ("MSCMG").
W I T N E S S E T H:
WHEREAS, the Company and MSCMG have entered into the Merger Agreement; and
WHEREAS, the Company and MSCMG desire to amend the Merger Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Termination. Section 10.1(d) of the Merger Agreement shall be amended
by (a) deleting the reference to "September 30, 1996" appearing in the third
line thereof and substituting in its place "January 6, 1997" and (b) inserting
after the word "herein" appearing in the fourth line thereof the following
clause:
", provided, however, that if the Company has not implemented a
one-for-seven reverse stock split of its common stock (the "Reverse
Stock Split") on or prior to November 15, 1996, then, at the option of
the Company, the Effective Time of the Merger may be deferred until
either the third or sixth day of January, 1997"
2. Reverse Stock Split. The Company shall, immediately following execution
of this Amendment, take all actions necessary to allow it to amend its
certificate of incorporation to cause its Common Stock, par value $1.00 per
share, to be reverse split on a one-for-seven basis, including making such
filings with the Securities and Exchange Commission, The Nasdaq Stock Market and
the State of New York as may be required and mailing an information statement to
its stockholders. In connection with such Reverse Stock Split, fractional shares
shall be rounded upwards to the next largest whole share. Such Reverse Stock
Split shall become effective immediately after the Effective Time of the Merger.
MSCMG shall indemnify the Company and its officers, directors, employees,
affiliates, successors or assigns (the "Indemnified Parties") for, and shall
hold the Indemnified Parties harmless from and against, and shall reimburse the
Indemnified Parties for, any and all damages, losses, liabilities, penalties or
expenses of any kind or of any nature whatsoever incurred by the Indemnified
Parties in connection with the Reverse Stock Split.
3. Expenses. Section 12.1 of the Merger Agreement shall be amended by
inserting the following paragraph after the first paragraph thereof:
"Further, MSCMG shall pay all additional third party expenses (including,
but not limited to, reasonable attorneys' fees, accountants' fees and filing
fees and excluding expenses relating to the liquidation of the Company's assets
(including, but not limited to, salaries and all other costs relating to the
Company's employees)) of the Company incurred in connection with (i) the Reverse
Stock Split and (ii) the continued affairs of the Company until the Effective
Time of the Merger which would not have been incurred had the Closing occurred
on September 20, 1996."
4. Legal Fees. Promptly following the execution of this Amendment, MSCMG
shall reimburse the Company in the amount of $5,000 for legal fees previously
paid by it in connection with the transactions contemplated by the Merger
Agreement. Further, MSCMG shall similarly pay all outstanding invoices for legal
fees for services rendered by Moses & Singer LLP, special counsel to the
Company, to the Company pursuant to the Merger Agreement.
5. Approval of this Amendment. All authorizations, approvals and consents
(including consents of the Boards of Directors) necessary for the execution and
delivery by the Company and MSCMG of this Amendment have been given or made.
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6. Governing Law. This Amendment shall be construed and enforced in
accordance with and governed by the laws of the State of New York applicable to
contracts executed in and to be performed solely within such state.
7. Status of the Merger Agreement. All other terms and conditions of the
Merger Agreement shall remain in full force and effect, as amended hereby.
8. Miscellaneous. (a) Headings. All headings in this Amendment are for
convenience of reference only and are not intended to limit or affect the
meaning of any provision hereof.
(b) Counterparts. This Amendment may be executed in one or more
counterparts with the same effect as if the signatures to all such counterparts
were upon the same instrument, and all such counterparts shall constitute but
one instrument.
(c) Capitalized Terms. All capitalized terms used in this Amendment,
unless otherwise defined herein, shall have the same meaning as such terms have
in the Merger Agreement.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by a duly authorized officer and to become effective as of the day and year
first above written.
J. MICHAELS, INC.
By: /s/ JAMES H. MICHAELS
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Name: James H. Michaels
Title: President
MURIEL SIEBERT CAPITAL MARKETS GROUP
INC.
By: /s/ MURIEL F. SIEBERT
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Name: Muriel F. Siebert
Title: President
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