AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 2000
REGISTRATION NO. 333-
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-2 REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
----------------------
SAMUELS JEWELERS, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 5944 95-3746316
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification Number)
2914 MONTOPOLIS DRIVE ROBERT HERMAN PLEASE SEND COPIES OF ALL
SUITE 200 VICE PRESIDENT-FINANCE COMMUNICATIONS TO:
AUSTIN, TEXAS 78741 2914 MONTOPOLIS DRIVE, SUITE 200 CHARLES E. HARRELL, ESQ.
(512) 369-1400 AUSTIN, TEXAS 78741 JEFFREY HOPKINS, ESQ.
(Address, Including Zip Code, and (512) 369-1400 WEIL, GOTSHAL & MANGES LLP
Telephone Number, Including Area Code, (Name, Address, Including Zip Code, and Telephone 700 LOUISIANA, SUITE 1600
of Registrant's Number, Including Area Code, HOUSTON, TEXAS 77002
Principal Executive Offices) of Agent For Service) (713) 546-5000
</TABLE>
---------------
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of the Registration Statement.
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [x]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this form, 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. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
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. [ ]
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 registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================== ================= ============================ ======================= =======================
Title of Each Class of Amount Proposed Maximum Offering Proposed Maximum Amount of
Securities to be Registered to be Price Per Share(1) Aggregate Offering Registration
Registered Price(2) Fee
------------------------------------ ----------------- ---------------------------- ----------------------- -----------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value per 2,630,940 -- $ 4,604,145.00 $ 1,152.00
share........
==================================== ================= ============================ ======================= =======================
</TABLE>
(1) In accordance with Rule 457(o) under the Securities Act of 1933, as
amended, the proposed maximum offering price per share is not included in
this table.
(2) Estimated, in accordance with Rule 457(c) of the Securities Act of 1933,
solely for the purpose of determining the registration fee.
--------------------------------------------------------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
--------------------------------------------------------------------------------
21901.0001
<PAGE>
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THESE SECURITIES MAY NOT BE SOLD BY THE SELLING STOCKHOLDERS UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND IT IS
NOT SOLICITING ANY OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
PROSPECTUS
[Samuels Logo]
A 100 Year Diamond Tradition
2914 Montopolis Drive, Suite 200
Austin, Texas 78741
(512) 369-1400
2,630,940 SHARES OF COMMON STOCK
----------------
This Prospectus is being delivered in connection with the offering of
2,630,940 shares of common stock, par value $0.001 per share, of Samuels
Jewelers, Inc. The shares may be offered from time to time by certain selling
stockholders. The selling stockholders reserve the right to accept or reject any
proposed purchase of the shares. To the extent required under the Securities Act
of 1933, as amended, material information amending the content of this
Prospectus, including any changes to the identities of the selling stockholders,
or additionally supplied with respect to a particular offer shall be set forth
to the in a supplement to this Prospectus.
Since the shares are being offered on a delayed or continuous basis
under Rule 415 of the Securities Act, we cannot provide information about the
price of the shares or proceeds to the selling stockholders.
The selling stockholders and any brokers or dealers acting on their
behalf may be deemed underwriters under the Securities Act, in which case
commissions paid to the brokers may be deemed underwriting commissions under the
Securities Act. The proceeds to the selling stockholders will be the selling
price of the shares sold less any discounts or commissions.
We cannot assure that any of the shares registered under this
Prospectus will be sold. We will receive none of the proceeds from the sale of
the shares, but we will pay the expenses for their registration.
Our common stock trades on Nasdaq's OTC Bulletin Board(R) under the
symbol "SMJW". The closing sales price of our stock was $ _____ per share on
_________, 200[_].
This investment involves a high degree of risk. You should read this
Prospectus carefully before you make your investment decision.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF FACTORS
THAT PROSPECTIVE PURCHASERS SHOULD CONSIDER.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this Prospectus. Any representation to the
contrary is a criminal offense.
----------------
Prospectus dated ____________, 200[_]
<PAGE>
TABLE OF CONTENTS
Page
-------------------
Risk Factors
Disclosure Regarding Forward-Looking Statements
Use of Proceeds
Dilution
Description of Capital Stock
Plan of Distribution
Where You Can Find More Information
Legal Matters
Experts
Samuels has not authorized any person to provide information or make
any representation about this offering that is not in this Prospectus.
Prospective investors should rely only on the information contained in this
Prospectus. This Prospectus is not an offer to sell nor is it seeking an offer
to buy these securities in any jurisdiction where the offer or sale is
prohibited. Information in this Prospectus is correct only as of its date,
regardless of when any later offer or sale occurs.
i
<PAGE>
RISK FACTORS
In addition to the other information contained in this documents and
the documents incorporated by reference, you should carefully consider the
following risk factors before you decide how to vote on the proposed
transactions. Additional risks and uncertainties not presently known to us, or
that we currently deem immaterial, may also impair our business operations. If
any of the following risks actually occur, our business, financial condition or
results of operations could be materially and adversely affected. In that case,
the trading price of our common stock could decline, and you may lose all or
part of your investment.
WE HAVE A HISTORY
OF OPERATING LOSSES. o Our predecessor, Barry's Jewelers, Inc. (the
"Predecessor"), emerged on October 2, 1998 from
bankruptcy proceedings. Our Predecessor also had
emerged from bankruptcy proceedings just over
six years ago in 1992. We believe that our
predecessor's lack of success may be attributed
to the following factors:
- failed merchandising programs;
- poor credit underwriting practices;
- cash flow constraints;
- excessive collection costs;
- poor inventory controls and below
average percentage of consignment
inventory;
- executive attrition;
- restrictive financing arrangements; and
- ineffective investments in technology
and resulting excessive administrative
costs.
Nevertheless, we cannot guarantee over time that
we will be able consistently to correct the
foregoing problems. Moreover, in the fiscal
years ended since we emerged from bankruptcy on
October 2, 1998, we have experienced operating
losses.
WE ARE HEAVILY DEPENDENT
ON A SINGLE SOURCE FOR o On October 2, 1998, the Company entered into a
three year, $50 FUNDS. million financing
agreement with Foothill Capital Corporation.
Samuels subsequently reduced, at its option, the
line of credit under the financing agreement to
$40 million in August 1999. As of December 1,
2000, Samuels had approximately $26.2 million of
long-term debt and $5 million available for
borrowing under the financing agreement based
upon existing collateral. Samuels relies heavily
on this source of funding and would likely
suffer significant financial difficulty if
restrictions were imposed on its ability to
receive further amounts under the financing
agreement or were it to suffer an event of
default under the financing agreement.
1
<PAGE>
OUR CREDIT FACILITY
IMPOSES SIGNIFICANT
RESTRICTIONS UPON US. o Our revolving loan agreement contains certain
covenants that limit our activities with regard
to the following:
- incurrence of additional indebtedness;
- the payment of dividends;
- the redemption of capital stock;
- the making of certain investments;
- the issuance of guarantees;
- transactions with affiliates;
- asset sales; and
- certain mergers and consolidations.
In addition, the revolving loan agreement
contains other restrictive covenants which
require us to satisfy certain financial tests.
Our ability to comply with such covenants and to
satisfy such financial tests may be affected by
events beyond our control.
o A breach of any of the covenants under our
revolving loan agreement could result in an
event of default. In the event of a default
under the revolving loan agreement, the lenders
could elect to declare all amounts borrowed,
together with accrued interest, to be
immediately due and payable and could terminate
all commitments thereunder.
WE MAY BE
UNSUCCESSFUL IN
INTEGRATING SEVERAL
RECENTLY COMPLETED
ACQUISITIONS. o In fiscal year 2000, we acquired several new
stores and related assets and we cannot assure
that over time the assets or businesses we
acquired will be successfully integrated.
Samuels management team may not have experience
with the acquired assets or businesses and may
not be able to integrate the operations of those
assets or businesses without a loss of key
officers, employees, customers or suppliers, a
loss of revenues, an increase in operating or
other costs or other difficulties. Samuels may
not successfully realize any operating
efficiencies and other benefits that it may
expect from acquisitions. Any difficulties
Samuels may incur in the integration of assets
or business it acquires could have an adverse
effect on its business, results of operations or
financial condition.
WE OPERATE IN THE
HIGHLY COMPETITIVE
RETAIL JEWELRY MARKET. o Numerous other companies, including publicly and
privately held independent stores and small
retail chains, department stores, catalog
showrooms, direct mail suppliers and television
home shopping networks, compete against us on
both national and regional levels. Certain of
our competitors are much larger than us and have
greater financial resources.
2
<PAGE>
WE DEPEND
SIGNIFICANTLY
UPON CERTAIN SEASONAL
SALES' PERIODS. o We greatly depend on the success of our
"Christmas selling season" for our success. The
success of our Christmas season depends on many
factors beyond our control, including general
economic conditions and industry competition.
Sales during the Christmas selling season
typically account for approximately 25% of net
sales and almost all of annual earnings.
THE MARKET FOR
SHARES OF OUR
COMMON STOCK IS
SUBJECT TO
UNCERTAINTY AND
INSTABILITY. o Our common stock may lack a healthy market
because our Predecessor underwent two separate
Chapter 11 reorganizations in a six-year time
span. These two bankruptcy proceedings may
create a lack of confidence in our future
performance and, correspondingly, in the market
for our shares.
o Nasdaq National Market suspended trading in our
Predecessor's common stock on July 11, 1997.
Neither our Predecessor's nor Samuels' common
stock has traded on a national exchange or on
Nasdaq's National Market or Small Cap markets
since that time. Our Predecessor traded on the
"pink sheets" following its delisting until it
was merged into Samuels. While our common stock
now trades on Nasdaq's OTC Bulletin Board(R), we
cannot ensure that the market for our common
stock will be as liquid as if it traded on a
national exchange or on Nasdaq's National Market
or Small Cap markets.
WE DEPEND
SIGNIFICANTLY
ON KEY PERSONNEL. o In 1997, we hired Randy N. McCullough, our
President and Chief Executive Officer, and we
retained or recruited a number of other senior
executives and other key employees. These
executives and employees have been instrumental
in designing and implementing our current
initiatives and strategies. The loss of services
of Mr. McCullough and other key executives and
employees could have a material adverse effect
on our results of operations and financial
condition. We do not maintain key-man life
insurance on our senior executives or other key
employees. We cannot assure that we will be able
to attract and retain qualified personnel as
need in the future. As of the date of this
Prospectus, we are conducting a search for a
chief financial officer of the Company.
WE MAY NOT BE
ABLE TO TAKE
ADVANTAGE OF
CERTAIN TAX LOSS
CARRYFORWARDS. o In the event of an ownership change of a
corporation, the Internal Revenue Code places
potential limitations on the new owner's use of
the net operating losses that the corporation
incurred prior to the ownership change. This may
limit Samuels's use of net operating losses
previously incurred.
3
<PAGE>
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This document and the documents incorporated by reference in this
Prospectus contain both historical and forward-looking statements. All
statements other than statements of historical fact are, or may be deemed to be,
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements include the information concerning possible or
assumed future results or operations of Samuels set forth under "Business" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in those documents incorporated by reference in this Prospectus.
Samuels claims the protection of the disclosure liability safe harbor for
forward-looking statement contained in the Private Securities Litigation Reform
Act of 1995. Such statements are subject to risks and uncertainties, including
particularly those important factors set forth under the heading "Risk Factors."
USE OF PROCEEDS
The net proceeds of the offering cannot be determined because the
shares are being offered on a delayed or continuous basis. We will not receive
any proceeds from the sale of shares by the selling stockholders.
SELLING STOCKHOLDERS
We issued the shares of common stock covered by this Prospectus in a
private placement. The following sets forth, to our knowledge, certain
information about the selling stockholders as of December 6, 2000. The
percentage of beneficial ownership set forth in the table is based on a total of
7,969,185 shares of common stock outstanding as of December 6, 2000.
Beneficial ownership is determined in accordance with the rules of
the Securities and Exchange Commission, and includes voting or investment power
with respect to shares. Shares of common stock issuable under warrants and
options that are exercisable within 60 days after December 6, 2000 are deemed
outstanding for computing the percentage ownership of the stockholder holding
the warrants or options but are not deemed outstanding for computing the
percentage ownership of any other stockholder. Unless otherwise indicated below,
to our knowledge, all persons named in the table have sole voting and investment
power with respect to their shares of common stock, except to the extent
authority is shared by spouses under applicable law. The inclusion of any shares
in this table does not constitute an admission of beneficial ownership for the
person named below.
4
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock Shares of Common Stock
Beneficially Owned to be Beneficially Owned
Prior to Offering Number of Shares After Offering(1)
Name of ----------------------------------- of Common Stock ----------------------------------
Selling Stockholder Number Percentage Being Offered Number Percentage
----------------------------- -------------- ---------------- ------------------ -------------- ---------------
<S> <C> <C> <C> <C> <C>
B III Capital Partners,
L.P(2) . . . . . . . . . . 3,235,150 40.60% 1,523,811 1,711,339 22.24%
B III-A Capital Partners,
L.P(2) . . . . . . . . . . 571,429 7.17% 571,429 0 x 0%
Shane Manilal(2) . . . . . 190,500 2.40% 190,500 0 x 0%
Timor Finance Company(3) . 57,200 ** 57,200 0 x 0%
Weil, Gotshal & Manges
LLP(4) . . . . . . . . . . 43,000 ** 43,000 0 x 0%
Leo Schachter(3) . . . . . 39,000 ** 39,000 0 x 0%
Leon Wolfe(3) . . . . . . 2,000 ** 2,000 0 x 0%
Randy N. McCullough(5) . . 293,500 3.68% 150,000 143,500 1.8%
Paul Hart(5) . . . . . . . 57,500 ** 25,000 32,500 **
Chad Haggar(5) . . . . . . 53,119 ** 20,000 33,119 **
David Eisenberg(5) . . . . 10,000 ** 5,000 5,000 **
Bill Hanosh(5) . . . . . . 2,000 ** 2,000 0 0%
Steve Wiser(5) . . . . . . 2,000 ** 2,000 0 0%
</TABLE>
------------
** Less than one percent.
(1) We do not know when or in what amounts a selling stockholder may
offer shares for sale. The selling stockholders may not sell any or
all of the shares offered by this Prospectus. Because the selling
stockholders may offer all or some of the shares pursuant to this
offering, and because there are currently no agreements, arrangements
or understandings with respect to the sale of any of the shares, we
can not estimate the number of shares that will be held by the
selling stockholders after the completion of the offering. However,
for purposes of this table, we have assumed that after completion of
the offering none of the shares covered by this Prospectus will be
held by the selling stockholders.
(2) Both of B III Capital Partners, L.P. and B III-A Capital Partners,
L.P. are funds managed by DDJ Capital Management, LLC ("DDJ"), which
may be deemed to be the beneficial owner of the shares offered by
such funds. In addition, DDJ manages other funds with beneficial
ownership of an additional 87,500 shares of Common Stock (or an
additional 1.10% percent of the Company's outstanding Common Stock
5
<PAGE>
prior to the offering). Even after the sale of the shares by B III
Capital Partners, L.P. and B III-A Capital Partners, L.P. pursuant to
this offering, DDJ may be deemed to have beneficial ownership,
assuming that the number of shares of outstanding Common Stock remain
the same and that there have been no further sales of shares by funds
managed by DDJ, of approximately 22.57% of the outstanding Common
Stock of the Company. David J. Breazzano, a principal of DDJ, and
Wendy T. Landon, a vice president of DDJ, serve on the Company's
board of directors.
(3) Shane Manilal, Timor Finance Company, Leo Schachter and Leon Wolfe
are all vendors, or affiliates thereof, of retail jewelry merchandise
with which the Company has enjoyed a business relationship in the
last three years.
(4) Weil, Gotshal & Manges LLP is a law firm that has provided legal
services for the Company, including services relating to corporate
and securities transactions, over the last three years.
(5) Both David Eisenberg and Randy N. McCullough are directors of the
Company and Randy N. McCullough, Paul Hart, Chad Haggar, Bill Hanosh
and Steve Wiser are all employees of the Company. Randy N. McCullough
serves as the Company's President and Chief Executive Officer, and he
has served in such positions since the Company's inception in August
1998 and he previously served the Company's Predecessor in such
capacity. Paul Hart is the Company's Senior Vice
President--Management Information Systems, and he has served in such
capacity since the Company's inception and he previously served the
Predecessor in such capacity. Chad Haggar is the Company's Senior
Vice President--Operations, and he has served in such capacity since
the Company's inception and he previously served the Predecessor in
such capacity.
DILUTION
The shares offered in this Prospectus are validly issued, fully paid
and nonassessable shares of the Company's Common Stock. The sale by the selling
stockholders will not serve to dilute current equity positions in the Company.
DESCRIPTION OF CAPITAL STOCK
The following description of our common stock summarizes the material
terms and provisions such stock. For complete terms and provisions of our common
stock, please refer to our certificate of incorporation and bylaws that are
incorporated by reference into the registration statement of which this
Prospectus is a part.
Common Stock
Samuels is authorized to issue up to 20,000,000 shares of common
stock, $.001 par value per share. As of the date of this Prospectus, there were
7,969,185 shares of common stock issued and outstanding.
Holders of Samuels common stock are entitled to one vote for each
share held, are not entitled to cumulative voting for the purpose of electing
directors and have no preemptive or similar right to subscribe for, or to
purchase, any shares of common stock or other securities to be issued by Samuels
in the future. Accordingly, the holders of more than 50% in voting power of the
shares of common stock voting generally for the election of directors will be
able to elect all of Samuels' directors.
6
<PAGE>
Holders of Samuels common stock have no exchange, conversion, or
preemptive rights, and such shares are not subject to redemption. All
outstanding shares of Samuels common stock are, and upon issuance the Common
Stock offered hereby will be, duly authorized, validly issued, fully paid and
nonassessable. Subject to the prior rights, if any, of holder of any outstanding
class or series of capital stock having a preference in relation to the common
stock as to distributions upon the dissolution, liquidation and wind-up of
Samuels and as to dividends, holder of Samuels common stock are entitled to
share ratably in all assets of Samuels that remain after payment in full of all
debts and liabilities of Samuels, and to receive ratably such dividends, if any,
as may be declared by Samuels' board of directors from time to time out of funds
and other assets legally available for such purpose.
Samuels common stock currently trades on Nasdaq's OTC Bulletin Board
under the symbol "SMJW".
Dividend Policy
Samuels intends to retain its earnings to provide funds for
reinvestment in its business and, therefore, does not anticipate declaring or
paying cash dividends in the foreseeable future. Any payment of the dividends by
Samuels will be subject to the then existing business conditions and the
business results, cash requirements and financial condition of Samuels, and will
be at the discretion of its board of directors. Under Samuels' working capital
facility with Foothill Capital Corporation and certain lenders party thereto,
Samuels is prohibited from paying dividends.
Transfer Agent and Registrar
Wells Fargo Bank Minnesota, N.A. is the transfer agent and registrar
for Samuels common stock.
Preferred Stock
Samuels board of directors may, without action by the holders of
Samuels common stock, authorize the issuance of up to 20,000,000 shares of
preferred stock, $.001 par value per share, in one or more series. The board of
directors may establish the number of shares to be included in each such series
and to fix the designations, preferences, relative, participating, optional and
other special rights of the shares of each such series and the qualifications,
limitations and restrictions of the shares of each such series. Such matters may
include, among others, voting rights, coversion and exchange privileges,
dividend rates, redemption rights, sinking fund provisions and liquidation
rights that could be superior and prior to Samuels common stock.
Certain Effects of Authorized But Unissued Stock
As the description of the Samuels common and preferred stock
indicates, Samuels has shares of both available for future issuance without
stockholder approval. These additional shares may be utilized for a variety of
corporate purposes, including use in future public offerings to raise additional
capital, corporate acquisitions or being paid as dividends on Samuels
outstanding capital stock.
The existence of unissued and unreserved common stock and preferred
stock may enable Samuels board of directors to issue shares to persons friendly
to current management or to issue preferred stock with terms that could render
more difficult or discourage an attempt to obtain control of Samuels by means of
a merger, tender offer, proxy contest or otherwise, thereby protecting the
continuity of our management.
7
<PAGE>
Delaware Business Combination Statute
Samuels is a Delaware corporation and is subject to Section 203 of
the Delaware General Corporation Law. In general, Section 203 prevents any
"interested stockholder" from engaging in a "business combination" with a
Delaware corporation for a three-year period following the time that such person
becomes an interested stockholder, unless:
o before such time that the person became an interested stockholder, the
board of directors of the corporation approved either the business
combination or the transaction that resulted in such person becoming an
interested stockholder;
o upon consummation of the transaction that resulted in the stockholder's
becoming an interested stockholder, the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at the time
such transaction commenced, excluding stock held by directors, officers
and certain employee stock plans; or
o at or following the transaction in which the stockholder became an
interested stockholder, the business combination is approved by the board
of directors of the corporation and the affirmative vote of stockholders
of not less than 66 2/3% of the outstanding voting stock of the
corporation that is not owned by the interested stockholder.
An interested stockholder generally is defined under Section 203 to
mean any person, together with any affiliates or associates, that:
- is the owner of 15% or more of the outstanding voting stock of
the corporation or
- is an affiliate or associate of the corporation and was the
owner of 15% or more of the outstanding voting stock of the
corporation at any time within three years immediately prior to
the relevant date.
Under Section 203, the restrictions described above do not apply to certain
business combinations proposed by an interested stockholder following the
announcement (or notification) of one of certain extraordinary transactions
involving a corporation and a person who became an interested stockholder with
the approval of the corporation's directors or at a time when the restrictions
imposed by Section 203 did not apply, and which transactions are approved or not
opposed by a majority of the members of the board of directors then in office
who were directors prior to any person becoming an interested stockholder during
the previous three years or were recommended for election or elected to succeed
such directors by a majority of such directors.
PLAN OF DISTRIBUTION
The selling stockholders, or their pledgees, donees, transferees or
any of their successors-in-interest selling shares received from a named selling
stockholder as a gift, partnership distribution or other non sale-related
transfer after the date of this Prospectus (all of whom may be selling
stockholders), may sell the shares of common stock from time to time on any
stock exchange or automated interdealer quotation system on which the shares of
common stock are listed, in the over-the-counter market, in privately negotiated
transactions or otherwise, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to prevailing market prices or
at prices otherwise negotiated. The selling stockholders may sell the shares of
common stock by one or more of the following methods, without limitation:
8
<PAGE>
o block trades in which the broker or dealer so engaged will attempt to
sell the shares of common stock as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
o purchases by a broker dealer as principal and resale by the broker or
dealer for its own account pursuant to this Prospectus;
o an exchange distribution in accordance with the rules of any stock
exchange on which the shares are listed;
o ordinary brokerage transactions and transactions in which the broker
solicits purchases;
o privately negotiated transactions;
o short sales;
o through the writing of options on the shares of common stock, whether or
not the options are listed on an options exchange;
o through the distribution of the shares by any selling stockholder to its
partners, members or stockholders;
o one or more underwritten offerings on a firm commitment or best efforts
basis; and
o any combination of any of these methods of sale.
The selling stockholders may also transfer the shares of common stock
by gift. The Company does not know of any arrangements by the selling
stockholders for the sale of any of the shares.
The selling stockholder may engage brokers and dealers, and any
brokers or dealers may arrange for other brokers or dealers to participate in
effecting sales of the shares of common stock. These brokers, dealers or
underwriters may act as principals, or as an agent of a selling stockholder.
Broker-dealers may agree with a selling stockholder to sell a specified number
of the securities at a stipulated price per share. If the broker-dealer is
unable to sell shares acting as agent for a selling stockholder, it may purchase
as principal any unsold shares of common stock at the stipulated price.
Broker-dealers who acquire shares as principals may thereafter resell the shares
from time to time in transactions in any stock exchange or automated interdealer
quotation system on which the shares are then listed, at prices and on terms
then-prevailing at the time of sale, at prices related to the then-current
market price or in negotiated transactions. Broker-dealers may use block
transactions and sales to and through broker-dealers, including transactions of
the nature described above.
From time to time, one or more of the selling stockholders may
pledge, hypothecate or grant a security interest in some or all of the shares
owned by them. The pledgees, secured parties or persons to whom the shares have
been hypothecated will, upon foreclosure in the event of default, be deemed to
be selling stockholders. The number of selling stockholder's shares offered
under this Prospectus will decrease as and when it takes such actions. The plan
of distribution for that selling stockholder's shares will otherwise remain
unchanged. In addition, a selling stockholder may, from time to time, sell the
9
<PAGE>
shares of common stock short, and, in those instances, this Prospectus may be
delivered in connection with the short sales and the shares offered under this
Prospectus may be used to cover short sales.
To the extent required under the Securities Act, the aggregate amount
of selling stockholders' shares being offered and the terms of the offering, the
names of any agents, brokers, dealers or underwriters and any applicable
commission with respect to a particular offer will be set forth in an
accompanying prospectus supplement. Any underwriters, dealers, brokers or agents
participating in the distribution of the shares may receive compensation in the
form of underwriting discounts, concessions, commissions or fees from a selling
stockholder and/or purchaser of selling stockholders' shares of securities, for
whom them may act (which compensation as to a particular broker-dealer might be
in excess of customary commissions).
The selling stockholders and any underwriters, brokers, dealers or
agents that participate in the distribution of the shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any discounts,
concessions, commissions or fees received by them and any profit on the resale
of the shares sold by them may be deemed to be underwriting discounts and
commissions.
A selling stockholder may enter into hedging transactions with
broker-dealers and the broker-dealers may engage in short sales of the shares in
the course of hedging the positions they assume with that selling stockholder,
including, without limitation, in connection with distributions of the shares by
those broker-dealers. A selling stockholder may enter into option or other
transactions with broker-dealers that involve the delivery of the shares of
common stock offered hereby to the broker-dealers, who may then resell or
otherwise transfer those shares. A selling stockholder may also loan or pledge
the shares offered hereby to a broker-dealer and the broker-dealer may sell the
shares of common stock offered hereby so loaned or, upon a default, may sell or
otherwise transfer the pledged shares that are being offered hereby.
The selling stockholders and other persons participating in the sale
or distribution of the shares of common stock will be subject to applicable
provisions of the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder, including Regulation M. This regulation may
limit the timing of purchases and sales of any of the shares by the selling
stockholders and their affiliates. Furthermore, Regulation M may restrict the
ability of any person engaged in the distribution of the securities to engage in
market-making activities with respect to the particular securities being
distributed for a period of up to five business days before the distribution.
These restrictions may affect the marketability of the shares and the ability of
any person or entity to engage in market-making activities with respect to the
securities.
Pursuant to a Registration Rights Agreement with B III Capital
Partners, L.P., B III-A Capital Partners, L.P. and Weil, Gotshal & Manges LLP,
the Company agreed to cause the Registration Statement to include a resale
Prospectus that would permit the selling stockholders to sell the offered shares
without restriction and to keep the Registration Statement continuously
effective for a certain period. The Company has agreed to pay certain expenses
in connection with such registration, including (1) all registration and filing
fees, (2) fees and expenses of compliance with securities or blue sky laws
(including reasonable fees and disbursements of counsel in connection with blue
sky qualifications of the securities registered), (3) printing expenses, (4)
internal expenses of the Company (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting
duties), (5) reasonable fees and disbursements of counsel for the Company and
customary fees and expenses for independent certified public accountants
10
<PAGE>
retained by the Company (including he expenses of any special audits or comfort
letters or costs associated with the delivery by independent certified public
accountants of a comfort letter or comfort letters but excluding costs
associated with special audits), (6) the reasonable fees and expenses of any
special experts retained by the Company in connection with such registration,
(7) fees and expenses in connection with any review of underwriting arrangements
by the National Association of Securities Dealers, Inc. including fees and
expenses of any "qualified independent underwriter" in connection with an
underwritten offering and (8) fees and disbursements of underwriters customarily
paid by issuers or sellers of securities in connection with an underwritten
offering. The Company will not be responsible for any underwriting fees,
discounts or commissions in connection with an underwritten offering and
broker-dealer concessions, commissions and allowances and marketing expenses.
The Company and the selling stockholders have agreed to indemnify each other and
certain other persons against certain liabilities in connection with the
offering of the offered shares including liabilities arising under the
Securities Act. In connection with an underwritten offering, the Company has
agreed to indemnify any underwriter thereof and certain other persons to the
same extent as provided with respect to the indemnification of the selling
stockholder(s) if such underwriter agrees to indemnify the Company to the same
extent as provided with respect to the indemnification of the Company by such
selling stockholder(s).
In addition, any shares that qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.
The Company will not receive any proceeds from the sales of any of
the shares by the selling stockholders.
The Company cannot assure you that the selling stockholders will sell
all or any portion of the shares of common stock offered hereby.
WHERE YOU CAN FIND MORE INFORMATION
Samuels files annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission ("SEC"). You
may read and copy any document Samuels files with SEC at the SEC's public
reference rooms located at:
Room 1024, Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
You may also obtain copies of such material by mail at prescribed
rates from the Public Reference Section of the SEC by writing to this address.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Samuels' SEC filings are also available to the public on the
SEC's web site at "http://www.sec.gov."
SEC rules and regulations permit Samuels to "incorporate by
reference" information Samuels has previously filed with the SEC. This means
that Samuels may disclose important information to you by referring to those
filed documents rather than by repeating their content in full in this
Prospectus. Samuels incorporates by reference the following documents:
o its Annual Report on Form 10-K for the year ended June 3, 2000;
o its Quarterly Report on Form 10-Q for the quarter ended
September 2, 2000.
11
<PAGE>
Samuels will provide, without charge, a copy of any or all of the documents
incorporated by reference in this Prospectus upon oral or written request
directed to:
Samuels Jewelers, Inc.
2914 Montopolis Drive, Suite 200
Austin, Texas 78741
Attention: Corporate Secretary
(512) 369-1400
To obtain timely delivery, you must request the information no later than five
business days before the date that you must make the investment decision.
However, a copy of our Annual Report on Form 10-K for the year ended June 3,
2000 and our Quarterly Report on Form 10-Q for the quarter ended September 2,
2000 must accompany this Prospectus.
LEGAL MATTERS
Weil, Gotshal & Manges LLP, Houston, Texas, will pass on the validity
of the Common Stock offered under this Prospectus.
Weil, Gotshal & Manges LLP is also one of the Selling Stockholders
under this Prospectus. Thus, while not employed by the Company in connection
with the offering on a contingent basis, Weil, Gotshal & Manges stands to
receive a financial benefit based upon the success of the offering.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this Prospectus by reference from the Samuels Jewelers, Inc.
Annual Report on Form 10-K for the year ended June 3, 2000 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
12
<PAGE>
<TABLE>
<S> <C>
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION.
2,795,940 SHARES
WE DO NOT CLAIM THE ACCURACY OF THE INFORMATION IN THIS PROSPECTUS AS
OF ANY DATE OTHER THAN THE DATE STATED ON THE COVER OF
THIS PROSPECTUS. SAMUELS
A 100 Year Diamond Tradition
WE ARE NOT OFFERING ANY SHARES OTHER THAN THOSE BEING 2914 Montopolis Drive
REGISTERED HEREIN. Suite 200
Austin, Texas 78741
WE ARE NOT OFFERING ANY SHARES IN ANY STATE WHERE THE OFFER IS NOT
PERMITTED.
COMMON STOCK
--------------------
TABLE OF CONTENTS
PAGE
Risk Factors
Disclosure Regarding Forward-Looking Statements
Use of Proceeds
Dilution
Description of Capital Stock
Plan of Distribution
Where You Can Find More Information -------------------
Legal Matters
Experts P R O S P E C T U S
-------------------- -------------------
SELLING STOCKHOLDERS ARE REQUIRED TO DELIVER A PROSPECTUS IF THEY
OFFER THEIR SHARES.
--------------------
________, 200[_]
</TABLE>
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses to be borne by Samuels in
connection with filing this registration statement. All such expenses, other
than the SEC registration fee, are estimates.
<TABLE>
<S> <C>
SEC registration fee $ 1,152
Transfer agents and transfer fees $ 100
Legal fees and expenses $ 25,000
Accounting fees and expenses $ 10,000
Printing and engraving expenses $ 1,000
Miscellaneous fees and expenses (including listing fees, if applicable) $ 500
---------------------
Total $ 37,752
===========
</TABLE>
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides that a
corporation may limit the liability of and indemnify its directors and officers
against liability in a variety of circumstances. In accordance with Section 145,
Samuels' Certificate of Incorporation contains provisions eliminating the
personal liability of the directors except for liability for (i) a breach of his
or her duty of loyalty to Samuels or to its stockholders, (ii) acts or omissions
not in good faith or that involve intentional misconduct or a knowing violation
of law, (iii) dividends or stock repurchases or redemptions that are unlawful
under Delaware law and (iv) any transaction from which he or she receives an
improper personal benefit.
Samuels also maintains directors' and officers' liability insurance,
which insures Samuels' directors and officers against certain liabilities that
may arise from the performance of their respective duties, including liabilities
associated with certain violations of securities laws.
Item 16. Exhibits.
Exhibit Number Description
-------------- -----------
2.1 Order Confirming Original Disclosure Statement and Plan
of Reorganization, dated April 30, 1998, Proposed by
Barry's Jewelers, Inc., as modified, dated September 16,
1998 (with Plan attached.(1)
2.2 Certificate of Ownership and Merger of Barry's Jewelers,
Inc. with and into Samuels Jewelers, Inc. dated October
2, 1998.(1)
3.1 Certificate of Incorporation of Samuels Jewelers,
Inc.(1)
3.2 Bylaws of Samuels Jewelers, Inc.(1)
5.1 Opinion of Weil, Gotshal & Manges LLP.(2)
10.1(a) Loan and Security Agreement dated October 2, 1998,
between Samuels Jewelers, Inc. and Foothill Capital
Corporation, as agent for certain lenders party
thereto.(1)
II-1
<PAGE>
10.1(b) Amendment Number One to Loan and Security Agreement
entered into as of April 15, 1999, among Samuels
Jewelers, Inc., Foothill Capital Corporation and the
financial institutions listed on the signature pages
thereto.(3)
10.1(c) Amendment Number Two to Loan and Security Agreement
entered into as of August 30, 1999, among Samuels
Jewelers, Inc., Foothill Capital Corporation and the
financial institutions listed on the signature pages
thereto.(3)
10.1(d) Amendment Number Three to Loan and Security Agreement
entered into as of November 24, 1999, among Samuels
Jewelers, Inc., Foothill Capital Corporation and the
financial institutions listed on the signature pages
thereto.(4)
10.1(e) Amendment Number Four to Loan and Security Agreement
entered into as of January 25, 2000, among Samuels
Jewelers, Inc., Foothill Capital Corporation and the
financial institutions listed on the signature pages
thereto.(5)
10.1(f) Amendment Number Five to Loan and Security Agreement
entered into as of June 2, 2000, among Samuels Jewelers,
Inc., Foothill Capital Corporation and the financial
institutions listed on the signature pages thereto.(6)
10.2 Warrant Agreement dated as of October 2, 1998 between
Samuels Jewelers, Inc. and Norwest Bank Minnesota, N.A.
as Warrant Agent(1)
10.3 Registration Rights Agreement dated as of October 2,
1998 among Samuels Jewelers, Inc., The Galileo Fund,
L.P., B III Capital Partners, L.P., DDJ Overseas
Corporation, Paine Webber High Income Fund, Managed
Yield Fund Inc., All-American Term Trust Inc. and Paine
Webber Offshore Funds PLC, The High Income Fund.(1)
10.4 Form of Investment Agreement for private placement in
June 2000 of common stock with investors (excluding
officers of Samuels Jewelers, Inc.)(6)
10.5 Form of Samuels Jewelers, Inc. Stock Purchase Agreement
for private placement in July 2000 of common stock with
officers of Samuels Jewelers, Inc.(6)
10.6 Registration Rights Agreement, dated as of June 21,
2000, by and among Samuels Jewelers, Inc., Weil, Gotshal
& Manges LLP, B III Capital Partners, L.P. and B III-A
Capital Partners, L.P.(6)
10.7 Employment Agreement, dated as of October 2, 1998,
between Samuels Jewelers, Inc. and Randy N.
McCullough.(1)
10.8 Employment Agreement, dated as of October 2, 1998,
between Samuels Jewelers, Inc. and Chad C. Haggar.(1)
10.9 Employment Agreement, dated as of October 2, 1998,
between Samuels Jewelers, Inc. and Paul Hart.(1)
10.10 Samuels Jewelers, Inc. Deferred Compensation Plan.(6)
10.11 Samuels Jewelers, Inc. 1998 Stock Option Plan.(7)
10.12 Samuels Jewelers, Inc. 1998 Stock Option Plan for
Non-Employee Directors.(8)
II-2
<PAGE>
10.13 Private Label Credit Card Agreement between World
Financial Network National Bank and Samuels Jewelers,
Inc. dated as of July 27, 1999.(3)
10.14 Purchase and Sale Agreement between World Financial
Network National Bank and Samuels Jewelers, Inc. dated
as of July 27, 1999.(3)
13.1 Samuels Jewelers, Inc. Quarterly Report on Form 10-Q
filed on October 17, 2000.(9)
23.1 Consent of Deloitte & Touche LLP.(9)
23.2 Consent of Weil, Gotshal & Manges LLP (contained in
Exhibit 5.1).(2)
24.1 Powers of Attorney.(2)
-----------------------
(1) Incorporated by reference to Samuels Jewelers, Inc.'s Current Report on
Form 8-K filed October 6, 1998.
(2) Filed herewith.
(3) Incorporated by reference to Samuels Jewelers, Inc.'s Annual Report on Form
10-K for the year ended May 29, 1999.
(4) Incorporated by reference to Samuels Jewelers, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended November 27, 1999.
(5) Incorporated by reference to Samuels Jewelers, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended February 26, 2000.
(6) Incorporated by reference to Samuels Jewelers, Inc.'s Annual Report on Form
10-K for the year ended June 3, 2000.
(7) Incorporated by reference to Annex A of the Samuels Jewelers, Inc. Proxy
Statement on Schedule 14A dated October 21, 1998.
(8) Incorporated by reference to Annex A of the Samuels Jewelers, Inc. Proxy
Statement on Schedule 14A dated October 21, 1998.
(9) To be filed by amendment.
Item 17. Undertakings.
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
II-3
<PAGE>
connection with 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.
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 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 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 not 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 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 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that is has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Austin, State of Texas, on December 29, 2000.
SAMUELS JEWELERS, INC.
By: /s/ Randy N. McCullough
---------------------------------------
Randy N. McCullough
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed on December 29, 2000 by the following persons in the
capacities indicated.
SIGNATURE TITLE
--------- -----
/s/ Randy N. McCullough President, Chief Executive Officer
----------------------------- (Principal Executive Officer) and Director
Randy N. McCullough
/s/ Robert J. Herman Vice President -- Finance
----------------------------- (Principal Financial Officer and Principal
Robert J. Herman Accounting Officer)
* Chairman of the Board
-----------------------------
David B. Barr
* Director
-----------------------------
David J. Breazzano
* Director
-----------------------------
David H. Eisenberg
* Director
-----------------------------
Wendy T. Landon
* Director
-----------------------------
Jerry Winston
*By: /s/ Randy N. McCullough
--------------------------------------
(Attorney-in-Fact)
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
-------------- -----------
2.1 - Order Confirming Original Disclosure Statement and Plan of
Reorganization, dated April 30, 1998, Proposed by Barry's
Jewelers, Inc., as modified, dated September 16, 1998 (with
Plan attached).(1)
2.2 - Certificate of Ownership and Merger of Barry's Jewelers,
Inc. with and into Samuels Jewelers, Inc. dated October 2,
1998.(1)
3.1 - Certificate of Incorporation of Samuels Jewelers, Inc.(1)
3.2 - Bylaws of Samuels Jewelers, Inc.(1)
5.1 - Opinion of Weil, Gotshal & Manges LLP.(2)
10.1(a) - Loan and Security Agreement dated October 2, 1998, between
Samuels Jewelers, Inc. and Foothill Capital Corporation, as
agent for certain lenders party thereto.(1)
10.1(b) - Amendment Number One to Loan and Security Agreement entered
into as of April 15, 1999, among Samuels Jewelers, Inc.,
Foothill Capital Corporation and the financial institutions
listed on the signature pages thereto.(3)
10.1(c) - Amendment Number Two to Loan and Security Agreement entered
into as of August 30, 1999, among Samuels Jewelers, Inc.,
Foothill Capital Corporation and the financial institutions
listed on the signature pages thereto.(3)
10.1(d) - Amendment Number Three to Loan and Security Agreement
entered into as of November 24, 1999, among Samuels
Jewelers, Inc., Foothill Capital Corporation and the
financial institutions listed on the signature pages
thereto.(4)
10.1(e) - Amendment Number Four to Loan and Security Agreement entered
into as of January 25, 2000, among Samuels Jewelers, Inc.,
Foothill Capital Corporation and the financial institutions
listed on the signature pages thereto.(5)
10.1(f) - Amendment Number Five to Loan and Security Agreement entered
into as of June 2, 2000, among Samuels Jewelers, Inc.,
Foothill Capital Corporation and the financial institutions
listed on the signature pages thereto.(6)
10.2 - Warrant Agreement dated as of October 2, 1998 between
Samuels Jewelers, Inc. and Norwest Bank Minnesota, N.A. as
Warrant Agent(1)
10.3 - Registration Rights Agreement dated as of October 2, 1998
among Samuels Jewelers, Inc., The Galileo Fund, L.P., B III
Capital Partners, L.P., DDJ Overseas Corporation, Paine
Webber High Income Fund, Managed Yield Fund Inc.,
All-American Term Trust Inc. and Paine Webber Offshore Funds
PLC, The High Income Fund.(1)
10.4 - Form of Investment Agreement for private placement in June
2000 of common stock with investors (excluding officers of
Samuels Jewelers, Inc.)(6)
10.5 - Form of Samuels Jewelers, Inc. Stock Purchase Agreement for
private placement in July 2000 of common stock with officers
of Samuels Jewelers, Inc.(6)
10.6 - Registration Rights Agreement, dated as of June 21, 2000, by
and among Samuels Jewelers, Inc., Weil, Gotshal & Manges
LLP, B III Capital Partners, L.P. and B III-A Capital
Partners, L.P.(6)
10.7 - Employment Agreement, dated as of October 2, 1998, between
Samuels Jewelers, Inc. and Randy N. McCullough.(1)
II-6
<PAGE>
10.8 - Employment Agreement, dated as of October 2, 1998, between
Samuels Jewelers, Inc. and Chad C. Haggar.(1)
10.9 - Employment Agreement, dated as of October 2, 1998, between
Samuels Jewelers, Inc. and Paul Hart.(1)
10.10 - Samuels Jewelers, Inc. Deferred Compensation Plan.(6)
10.11 - Samuels Jewelers, Inc. 1998 Stock Option Plan.(7)
10.12 - Samuels Jewelers, Inc. 1998 Stock Option Plan for
Non-Employee Directors.(8)
10.13 - Private Label Credit Card Agreement between World Financial
Network National Bank and Samuels Jewelers, Inc. dated as of
July 27, 1999.(3)
10.14 - Purchase and Sale Agreement between World Financial Network
National Bank and Samuels Jewelers, Inc. dated as of July
27, 1999.(3)
13.1 - Samuels Jewelers, Inc. Quarterly Report on Form 10-Q filed
on October 17, 2000.(9)
23.1 - Consent of Deloitte & Touche LLP.(9)
23.2 - Consent of Weil, Gotshal & Manges LLP (contained in Exhibit
5.1).(2)
24.1 - Powers of Attorney.(2)
-----------------------
(1) Incorporated by reference to Samuels Jewelers, Inc.'s Current Report on
Form 8-K filed October 6, 1998.
(2) Filed herewith.
(3) Incorporated by reference to Samuels Jewelers, Inc.'s Annual Report on Form
10-K for the year ended May 29, 1999.
(4) Incorporated by reference to Samuels Jewelers, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended November 27, 1999.
(5) Incorporated by reference to Samuels Jewelers, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended February 26, 2000.
(6) Incorporated by reference to Samuels Jewelers, Inc.'s Annual Report on Form
10-K for the year ended June 3, 2000.
(7) Incorporated by reference to Annex A of the Samuels Jewelers, Inc. Proxy
Statement on Schedule 14A dated October 21, 1998.
(8) Incorporated by reference to Annex A of the Samuels Jewelers, Inc. Proxy
Statement on Schedule 14A dated October 21, 1998.
(9) To be filed by amendment.
II-7
