SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SPEC'S MUSIC, INC.
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(Exact Name of Registrant as Specified in its Charter)
FLORIDA 59-1362127
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1666 N.W. 82ND AVENUE, MIAMI, FLORIDA 33126
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(Address of Principal Executive Offices) (Zip code)
CONSULTING AGREEMENTS
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(Full Title of the Plan)
JEFFREY FLETCHER
SPEC'S MUSIC, INC.
1666 N.W. 82ND AVENUE
MIAMI, FLORIDA 33126
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(Name and Address of Agent for Service)
(305) 592-7288
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(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Kathleen L. Deutsch, Esquire
Broad and Cassel
201 South Biscayne Boulevard
Miami Center, Suite 3000
Miami, Florida 33131
(305) 373-9431
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Options to purchase
a like number of 469,766 -- -- --
shares of Common
Stock, $.01 par
value
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Common Stock,
$.01 par value 469,766 (2) $567,487 $171.90
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<FN>
(1) The amount being registered represents the maximum number of shares of
Common Stock issuable upon exercise of options to be granted under two
consulting agreements. Pursuant to Rule 416, promulgated under the
Securities Act of 1933, as amended, this Registration Statement covers an
indeterminate number of securities to be offered as a result of any
adjustment from stock splits, stock dividends or similar events.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457, promulgated under the Securities
Act of 1933, as amended, and based upon the price at which the options
may be exercised. The 469,766 options include options to purchase up to
261,766 shares of Common Stock at $1.125 per share, and options to
purchase up to 208,000 shares of Common Stock at $1.3125 per share.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Pursuant to the reporting and informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), Spec's Music, Inc., a
Florida corporation (the "Registrant"), is required to file reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy statements and other information concerning
the Registrant filed with the Commission may be inspected and copies may be
obtained (at prescribed rates) at the Commission's Public Reference Section,
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the Commission's regional offices in New York on the Fourteenth Floor, 75
Park Place, New York, New York 10007 and in Chicago at Room 1204, Everett
McKinley Dirksen Building, 219 South Dearborn Street, Chicago, Illinois 60604.
The following documents are incorporated by reference into this
Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended July 31, 1996 filed with the Commission;
2. The Registrant's Notice of Meeting and Proxy Statement filed in
connection with its annual meeting of shareholders to be held on December 10,
1996; and
3. The description of the Registrant's shares of common stock, $.01
par value (the "Common Stock"), incorporated by reference into Item 1 of the
Registrant's Form 8-A registration statement, dated March 14, 1986, filed under
the Exchange Act.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
termination of the offering of the shares covered by this Registration Statement
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 with the
Commission. Any statement contained in a document 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 a
subsequently filed document 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 part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Common Stock has been registered pursuant to Section 12(g) of the
Exchange Act. Accordingly, a description of the Common Stock is not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Section 607.0831 of the Florida Business Corporation Act,
a director is not personally liable for monetary damages to a corporation for
breach of such director's fiduciary duty as a director, except for liability
that cannot be eliminated under the Florida Business Corporation Act. Liability
for the following acts cannot be eliminated under such Act: (i) a violation of
the criminal law, (ii) any transaction from which the director derived an
improper personal benefit, (iii) any unlawful payment of a dividend or unlawful
stock repurchase or redemption, or (iv) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law. The Bylaws
of the Registrant also provide that the Registrant shall indemnify its directors
and officers to the fullest extent permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
5 Opinion of Broad and Cassel
23.1 Consent of Broad and Cassel (contained in its opinion filed
as Exhibit 5 to this Registration Statement)
23.2 Consent of Deloitte and Touche LLP
ITEM 9. UNDERTAKINGS
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:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(b) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered 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
2
<PAGE>
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration Statement;
and
(c) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such 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 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.
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 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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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Dade County, State of Florida on this 2nd day of
December, 1996.
SPEC'S MUSIC, INC.
By: /s/ ANN S. LIEFF
-----------------------------------
Ann S. Lieff, President and Chief Execu-
tive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ ANN S. LIEFF President, Chief Executive Officer December 2, 1996
- ------------------------------ and Director (Principal Executive
Ann S. Lieff Officer)
/s/ JEFFREY FLETCHER Chief Operating Officer and December 2, 1996
- ------------------------------ Chief Financial Officer (Principal
Jeffrey Fletcher Accounting and Financial Officer)
/s/ BARRY J. GIBBONS Director December 2, 1996
- ------------------------------
Barry J. Gibbons
/s/ ARTHUR H. HERTZ Director December 2, 1996
- ------------------------------
Arthur H. Hertz
/s/ MARTIN W. SPECTOR Director December 2, 1996
- ------------------------------
Martin W. Spector
/s/ CYNTHIA COHEN TURK Director December 2, 1996
- ------------------------------
Cynthia Cohen Turk
/s/ ROSALIND S. ZACKS Director December 2, 1996
- ------------------------------
Rosalind S. Zacks
</TABLE>
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BROAD AND CASSEL
ATTORNEYS AT LAW
201 SOUTH BISCAYNE BOULEVARD
MIAMI CENTER, SUITE 3000
MIAMI, FLORIDA 33131
(305) 373-9400
December 2, 1996
Spec's Music, Inc.
1666 Northwest 82 Avenue
Miami, Florida 33126
RE: SPEC'S MUSIC, INC. (THE "COMPANY")
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
You have requested our opinion with respect to the shares (the
"Shares") of the Company's common stock, $.01 par value (the "Common Stock"),
included in the Company's registration statement on Form S-8 (the "Registration
Statement"). The Registration Statement has been filed with the U.S. Securities
and Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Securities Act").
As counsel to the Company, we have examined the original or certified
copies of such records of the Company, and such agreements, certificates of
public officials, certificates of officers or representatives of the Company and
others, and such other documents as we deem relevant and necessary for the
opinion expressed in this letter. In such examination, we have assumed the
genuineness of all signatures on original documents, and the conformity to
original documents of all copies submitted to us as conformed or photostatic
copies. As to various questions of fact material to such opinion, we have relied
upon statements or certificates of officials and representatives of the Company
and others.
Based on, and subject to the foregoing, we are of the opinion that the
Shares included in the Registration Statement, when issued and paid for as
described in the Registration Statement, will be duly and validly issued, fully
paid and non-assessable.
In rendering this opinion, we advise you that members of this Firm are
members of the Bar of the State of Florida, and we express no opinion herein
concerning the applicability or effect of any laws of any other jurisdiction,
except the securities laws of the United States of America referred to herein.
<PAGE>
Spec's Music, Inc.
December 2, 1996
Page 2
This opinion has been prepared and is to be construed in accordance
with the Report on Standards for Florida Opinions, dated April 8, 1991, issued
by the Business Law Section of The Florida Bar (the "Report"). The Report is
incorporated by reference into this opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the use of our name in the
Registration Statement. In giving such consent, we do not thereby admit that we
are included within the category of persons whose consent is required under
Section 7 of the Securities Act, or the rules and regulations promulgated
thereunder.
Very truly yours,
/s/ Broad and Cassel
BROAD AND CASSEL
-2-
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Spec's Music, Inc. on Form S-8 of our report dated October 18, 1996, appearing
in the Annual Report on Form 10-K of Spec's Music, Inc. for the year ended July
31, 1996.
/s/ DELOITTE & TOUCHE LLP
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DELOITTE & TOUCHE LLP
Certified Public Accountants
Miami, Florida
December 2, 1996
