<PAGE> 1
As filed with the Securities and Exchange Commission on March 18, 1999
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MICHAEL ANTHONY JEWELERS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2910285
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
115 South MacQuesten Parkway, Mount Vernon, New York 10550, (914) 699-0000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Mr. Allan Corn, Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway, Mount Vernon, New York 10550, (914) 699-0000
(Name and address, including zip code and telephone number, including area code,
of agent for service)
Copy to:
Douglas E. Haas, Esq., Benesch, Friedlander, Coplan & Aronoff LLP
2300 BP Tower, 200 Public Square, Cleveland, Ohio 44114-2378, (216) 363-4500
Approximate date of commencement of proposed sale to the public. As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
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 other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. : [X]
If this Form is filed to register additional securities from an offering
pursuant to Rule 462(b) under the Securities Act, please 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 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. [ ]
<PAGE> 2
If the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
Proposed Proposed
Title of each maximum offering maximum
class of securities Amount to be price aggregate Amount of
to be registered registered per share (1) offering price (1) registration fee
- -------------------------- ----------------------- ----------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value per share 96,000 $3.90625 $375,000 $105.00
========================== ======================= ======================= ======================= ======================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee based
on the average of the high and low prices per share of the Common Stock on
the American Stock Exchange on March 15, 1999.
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 Section 8(a) may
determine.
<PAGE> 3
Subject to Completion, dated March 18, 1999
Prospectus
Michael Anthony Jewelers, Inc.
96,000 Shares of Common Stock,
Par Value $.001 per Share
This prospectus relates solely to the offer and sale by one of our
former executive officers of up to 96,000 shares of our common stock. We will
not receive any of the proceeds from the resale of these shares by the selling
stockholder.
Our common stock is traded on the American Stock Exchange under the
symbol MAJ. On March 15, 1999, the closing price for our common stock as
reported by AMEX was $3.9375 per share.
The selling stockholder has not indicated any current plan to
distribute the shares. We anticipate that he will either offer the shares for
sale for his own account at AMEX market prices or retain them for investment.
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus is ___________________, 1999.
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THE INFORMATION IN THIS PROSPECTUS IN NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES 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 AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<S> <C>
The Company............................................................................................. 3
Risk Factors............................................................................................ 3
Where You Can Find More Information..................................................................... 7
Incorporation of Certain Documents By Reference......................................................... 7
Note Regarding Forward-Looking Statements............................................................... 8
Use of Proceeds......................................................................................... 9
Selling Stockholder..................................................................................... 9
Plan of Distribution................................................................................... 10
Legal Matters.......................................................................................... 11
Experts................................................................................................ 11
</TABLE>
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized by us, the selling stockholder or by
any other person. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the shares offered
hereby, nor does it constitute an offer to sell or a solicitation of an offer to
buy any of the shares offered hereby to any person in any jurisdiction in which
such offer or solicitation would be unlawful. Neither the delivery of this
prospectus nor any sale made hereunder shall under any circumstances create any
implication that the information contained herein is correct as of any date
after the date hereof.
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THE COMPANY
As used in this prospectus, the terms "we", "us" and "our" refer to
Michael Anthony Jewelers, Inc. and its consolidated subsidiaries. During fiscal
1997, the Company changed its fiscal year end from the last Saturday in January
to the Saturday closest to the end of January, effective with the fiscal year
ended February 1, 1997. Fiscal years ended January 30, 1999, January 31, 1998
and February 1, 1997 were comprised of 52, 52 and 53 weeks, respectively. As
used below, (a) fiscal 1999 refers to the fiscal year ended January 30, 1999,
(b) fiscal 1998 refers to the fiscal year ended January 31, 1998, and (c) fiscal
1997 refers to the fiscal year ended February 1, 1997.
We are a leading designer, marketer and manufacturer of affordable fine
jewelry in the United States. We sell our jewelry directly to jewelry chain
stores, discount stores, department stores, television home shopping networks,
catalogue retailers, and wholesalers. We manufacture jewelry targeted towards
the middle market, which generally retails between $20 and $200 and between $300
and $1,200 for watches. Our products include rope chain, bracelets, charms,
pendants, earrings, rings and watches, which are sold in retail locations
nationwide.
Most of our products are manufactured at our Mount Vernon, New York
facility. We utilize manufacturing processes that combine modern technology and
mechanization with hand craftsmanship. In order to better meet our customers'
needs, we have developed a wide range of customer service programs, such as
inventory management assistance through electronic data interchange, customized
packaging, bar coding and computerized analysis of sales and marketing trends.
We are a Delaware corporation formed in 1986. We are the successor to
Michael Anthony Jewelers, Inc., a New York corporation, organized in 1977.
Our principal executive offices are located at 115 South MacQuesten
Parkway, Mount Vernon, New York 10550. Our telephone number is (914) 699-0000.
RISK FACTORS
An investment in our common stock involves a high degree of risk. You
should carefully review the information set forth below, as well as other
information appearing elsewhere in this prospectus, before making an investment
in our common stock. The following are the most significant risk factors that we
believe are material to investors who purchase or own our common stock.
IF WE CANNOT RESPOND TO CONSUMER TASTES AND OTHER COMPETITIVE FACTORS, OUR STOCK
PRICE COULD BE ADVERSELY AFFECTED.
The gold jewelry business is affected by changes in consumer tastes and
by international, national, regional and local economic conditions and
demographic trends. Discretionary spending priorities, weather conditions, and
the type, number and price of competing jewelry lines, among other factors, also
directly affect the performance of our customers and therefore, our products.
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Approximately 11% of our net sales in fiscal 1998 were sales of licensed
products, such as Warner Bros., Inc., National Football League Properties, Inc.,
Major League Baseball Properties, Inc., NBA Properties, Inc., NHL Enterprises,
Inc., United Features Syndicate, Playboy Enterprises, Inc., Cathy(R) and many
nationally recognized colleges. We anticipate that approximately 6.4% of our net
sales in fiscal 1999 were sales of licensed products. Changes in any of these
factors in the markets where we currently sell could adversely affect our
results of operations. Moreover, jewelry business is highly competitive based on
the type, quality, price and selection of product. Many companies with greater
financial, marketing and other resources than us compete with us. You cannot be
sure that we will be able to respond to various competitive factors affecting
the jewelry business. Our ability, or inability, to respond to various
competitive factors affecting the gold jewelry business may have an effect on
the market price of our common stock.
WE ARE SUBJECT TO RESTRICTIVE COVENANTS IN OUR GOLD CONSIGNMENT AGREEMENTS
WHICH, IF NOT COMPLIED WITH, COULD LIMIT OUR ABILITY TO OPERATE OUR BUSINESS.
We utilize gold consignment arrangements to supply substantially all of
our gold needs. The consigned gold is secured by our property, including our
inventory and machinery and equipment. The consignment agreements contain
restrictive covenants which require us to maintain minimum or maximum financial
targets and ratios. While we believe our supply of gold is relatively secure,
significant increases or rapid fluctuations in the cost of gold may impact the
demand for our products. Fluctuations in the credit or precious metals markets
could result in an interruption of our gold supply or our credit arrangements
necessary to allow us to support our accounts receivable and continue our use of
consigned gold.
WE ARE DEPENDANT ON A FEW OF OUR CUSTOMERS FOR A LARGE PART OF OUR NET SALES.
Sales to our five largest customers constituted approximately 51% of
our total fiscal 1998 net sales, and we anticipate such sales constituted
approximately 51% of our total fiscal 1999 net sales. Each of our two largest
customers, J.C. Penney and Sterling, Inc., accounted for approximately 12.5% of
our net sales. Any reduction, delay, or cancellation of orders, the return of
the significant amount of our products from one or more of our largest
customers, the loss of one or more of these customers, or any financial
difficulties of these customers, could result in diminished revenues and have a
serious adverse impact on our business.
TWO STOCKHOLDERS CONTROL A SUBSTANTIAL AMOUNT OF OUR STOCK AND MAY, THEREFORE,
INFLUENCE OUR AFFAIRS.
As of February 28, 1999, two of our directors and executive officers
control the voting power with respect to the percentages of our outstanding
common stock set forth in the following table:
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<PAGE> 7
<TABLE>
<CAPTION>
Approximate Percentage
Person/Entity and Position of Voting Control
- -------------------------- -----------------
<S> <C>
Michael Paolercio- Co-Chairman of 17.3%
the Board and Chief Executive Officer
Anthony Paolercio, Jr.-Co-Chairman of 19.7%
the Board and President
</TABLE>
Accordingly, until there is a substantial decrease in the percentage of
the outstanding shares of common stock over which such stockholders exercise
voting control, they will continue to have significant influence over our
affairs, and if they choose to act together, will influence significantly the
approval of important corporate transactions and other matters requiring
stockholder approval.
OUR BUSINESS HAS BEEN SUBJECT TO FLUCTUATIONS IN QUARTERLY RESULTS AND CONTINUED
FLUCTUATIONS COULD NEGATIVELY IMPACT OUR STOCK PRICE.
The market price of our common stock could be subject to wide
fluctuations in response to quarterly variations in operating results. Net sales
are difficult to predict and may fluctuate substantially from quarter to
quarter. Our net sales have generally been seasonal due to the importance of the
year-end holiday season. Our third and fourth quarters have typically had the
highest sales, with each accounting for more than 30% of the year's total net
sales. You cannot be sure, however, that such trend will continue.
WE MAY NOT BE ABLE TO RETAIN OUR KEY EXECUTIVES.
Our success has depended to a significant extent upon the contributions
of two key employees: Michael Paolercio, Co-Chairman of the Board and our Chief
Executive Officer, and Anthony Paolercio, Co-Chairman of the Board and our
President. We believe that our ability to operate profitably depends on the
continued employment of our senior management team, most significantly these two
officers. We do not have employment agreements with our executive officers. In
the event of either of these individuals' or any of the other senior executives'
departure from us, you cannot be sure that we would be able to attract or retain
suitable successors. Any such departure could materially adversely affect us. We
have obtained $5 million key man life insurance policies covering each of these
officers, but you cannot be sure that the coverage provided by such policy will
be sufficient to compensate us for the loss of the services of either of them.
Our future success will depend, in part, on our continuing ability to attract,
retain and motivate qualified personnel.
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OUR FAILURE, OR THE FAILURE OF ENTITIES THAT DO BUSINESS WITH US, TO BE YEAR
2000 COMPLIANT COULD NEGATIVELY IMPACT OUR BUSINESS.
Year 2000 compliance is the ability of computer hardware and software
to respond to the problems posed by the fact that computer programs have
traditionally been written using two digits rather than four to define the
applicable year. As a consequence, unless modified, computer systems will not be
able to differentiate between the year 2000 and 1900. Failure to address this
problem could result in system failures and the generation of erroneous data. In
fiscal 1998, we assessed our own year 2000 compliance and, based on such
assessment, during fiscal 1999 we upgraded our critical computer systems to make
them year 2000 compliant, at a cost of approximately $350,000. We have examined
our relationship with key customers and suppliers to determine the extent to
which their systems are year 2000 compliant or their plans to attain year 2000
readiness. Based on currently available information, we do not anticipate any
material impact to us based on the failure of another company to be year 2000
compliant. Our assessment of external year 2000 compliance or readiness is
subject to great uncertainty because the results are outside our direct control.
OUR CHARTER DOCUMENTS AND DELAWARE LAW MAY INHIBIT A TAKEOVER.
In certain circumstances, the fact that corporate devices are in place
that will inhibit or discourage takeover attempts could reduce the market value
of our common stock. Our certificate of incorporation and bylaws contain certain
provisions that may discourage other persons from attempting to acquire control
of us. These provisions include, but are not limited to:
* a staggered Board of Directors,
* removal of directors only for cause and only by a
supermajority vote of stockholders,
* the authorization of the Board of Directors to issue shares of
undesignated preferred stock in one or more series without the
specific approval of the holders of our common stock, and
* the requirement that 80% of the stockholders eligible to vote
are required to approve any change to the bylaws or certain
provisions of the certificate.
In addition, our certificate of incorporation and the bylaws permit
special meetings of the stockholders to be called by not less than 80% of the
stockholders eligible to vote. Such provisions, as well as the provisions of
Section 203 of the Delaware General Corporation Law (to which we are subject),
could impede a merger, consolidation, takeover or other business combination
involving us or discourage a potential acquiror from making a tender offer or
otherwise attempting to obtain control of us.
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THE FACT THAT WE DO NOT EXPECT TO PAY DIVIDENDS MAY LEAD TO DECREASED PRICES FOR
OUR STOCK.
We have never paid cash dividends on our common stock and we do not
anticipate paying any cash dividends in the foreseeable future. Accordingly, any
future determination to pay cash dividends would be subject to such restrictions
and would be dependent upon our financial condition, results of operations,
capital requirements and such other factors as our Board of Directors deems
relevant.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934 and, therefore, file reports, proxy statements and other
information with the SEC. You can inspect and copy all of this information at
the Public Reference Room maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC
maintains a web site that contains reports, proxy statements and information
statements and other information regarding issuers, such as us, that file
electronically with the SEC. The address of this web site is http:\\www.sec.gov.
This prospectus, which constitutes a part of a registration statement
on Form S-3 filed by us with the SEC under the Securities Act of 1933, omits
certain of the information set forth in the registration statement. Accordingly,
you should reference the registration statement and its exhibits for further
information with respect to us and our common stock. Copies of the registration
statement and its exhibits are on file at the offices of the SEC. Furthermore,
statements contained in this prospectus concerning any document filed as an
exhibit are not necessarily complete and, in each instance, we refer you to the
copy of such document filed as an exhibit to the registration statement. You
should rely only on the information or representations provided in this
prospectus and the registration statement. We have not authorized anyone to
provide you with different information.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us (File No. 001-10645) to incorporate by reference the
information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede the information in this prospectus. Accordingly, we incorporate by
reference the documents listed below and any future filings we make with the SEC
under Sections 13 (a) 13 (c), 14 or 15(d) of the Exchange Act:
* Annual Report on Form 10-K for the fiscal year ended January 31, 1998
(filed April 30, 1998);
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* Definitive Proxy Statement dated May 22, 1998, filed in connection with
the Company's 1998 Annual Meeting of Stockholders (filed May 22, 1998);
* Quarterly Report on Form 10-Q for the quarterly period ended May, 2,
1998 (filed on June 12, 1998);
* Quarterly Report on Form 10-Q for the quarterly period ended August 1,
1998 (filed on October 14, 1998);
* Quarterly Report on Form 10-Q for the quarterly period ended October
31, 1998 (filed on December 11, 1998), as amended by Form 10-Q/A (filed
December 16, 1998); and
* Description of our common stock which is contained in our Registration
Statement on Form 8-A filed on December 9, 1986.
All reports and other documents we subsequently file pursuant to
Sections 13 (a), 13 (c) , 14 or 15 (d) of the Exchange Act after the (late of
this prospectus and before the filing of a post-effective amendment which
indicates that all securities offered under this prospectus have been sold or
which deregisters all securities remaining unsold, shall be deemed to be part of
this prospectus from the date of the filing of such reports and documents.
We will provide without charge to each person, including any beneficial
owner, to whom this prospectus is delivered, upon written or oral request, a
copy of any or all documents that are incorporated into this prospectus by
reference (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into the documents that this prospectus
incorporates). You should direct such requests to Michael Anthony Jewelers,
Inc., 115 South MacQuesten Parkway, Mount Vernon, New York 10550, Attention:
Secretary, or made by telephone at (914) 699-0000
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. Our statements of plans, intentions and objectives and statements of future
economic performance contained in this prospectus should be deemed to be
forward-looking statements. Statements containing terms such as "believes,"
"does not believe," "no reason to believe," "expects," "plans," "intends,"
"estimates," "anticipated" or, "anticipates" are considered to contain
uncertainty and are forward- looking statements.
Forward-looking statements involve known and unknown risks and
uncertainties which may cause our actual results in future periods to differ
materially from what is currently anticipated. We make cautionary statements in
certain sections of this prospectus, including under "Risk Factors." You should
read these cautionary statements as being applicable to all related
forward-looking statements wherever they appear in this prospectus, the
materials referred to in this prospectus or the materials incorporated by
reference into this prospectus.
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You are cautioned that no forward-looking statement is a guarantee of
future performance and you should not place undue reliance on any
forward-looking statement.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares offered
hereby nor will such proceeds be available for our use or benefit. All proceeds
from the sale of such shares will be for the account of the selling stockholder.
See "Selling Stockholder" and "Plan of Distribution" below.
SELLING STOCKHOLDER
The selling stockholder under this prospectus is Fredric R.
Wasserspring.
Mr. Wasserspring resigned as our Chief Operating Officer and President
in October 1997. In connection with Mr. Wasserspring's resignation, he received
a fully vested non-qualified stock option for 96,000 shares of our common stock,
at an exercise price of $3.00 per share. All of his prior outstanding options
were canceled. At that time, we agreed to file with the SEC and to keep
effective a registration statement (of which this prospectus is a part) covering
the resale of a portion of Mr. Wasserspring's shares of our common stock. In
connection with such registration, we will pay our own legal and accounting
expenses as well as the SEC registration fees, while Mr. Wasserspring will pay
his own legal expenses and any brokerage or similar fees in connection with the
resale of his shares.
The following table sets forth the name of the selling stockholder and
the number of shares that may be offered by him. The number of shares which may
be actually sold by the selling stockholder will be determined by him from time
to time, and will depend upon the number of factors, including the price of our
common stock. Because the selling stockholder may offer all, some or none of the
shares offered hereby, and because the offering contemplated by this prospectus
is not being underwritten on a firm commitment basis, we cannot give an estimate
as to the number of shares that will be held by the selling stockholder upon or
prior to termination of this offering. For purposes of this table, we have
assumed that, after completion of the offering, he will have sold all of his
shares offered hereby. The table sets forth such information as of February 28,
1999, concerning the beneficial ownership of the shares by the selling
stockholder. All information as to beneficial ownership has been furnished by
the selling stockholder. The
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number of shares beneficially owned is determined under rules promulgated by the
SEC, and the information is not necessarily indicative of beneficial ownership
for any other purpose.
<TABLE>
<CAPTION>
Total number shares of Number of
our common stock shares being Ownership after
before offering offered offering
Name of selling Number of Number of
stockholder shares Percent (1) shares Percent (1)
<S> <C> <C> <C> <C> <C>
Fredric R. Wasserspring 96,000 1.4% 96,000 -0- 0%
- ------
</TABLE>
(1) Percent of total shares of our common stock outstanding as of March 9, 1999.
PLAN OF DISTRIBUTION
The shares offered hereby for sale may be offered by the selling
stockholder or by donees, transferees or other successors in interest that
receive the shares as a gift or other non-sale related transfer.
Any or all of the sales or other transactions involving the shares
offered hereby must be made pursuant to this prospectus.
We and Mr. Wasserspring have agreed to indemnify and hold each other
harmless against certain liabilities under the Securities Act that could arise
in connection with the resale by the selling stockholder of the shares offered
hereby.
We will receive no proceeds from the sale of the shares offered hereby
by the selling stockholder. The shares may be sold by the selling stockholder
directly to purchasers from time to time. It is anticipated that the selling
stockholder will either offer the shares for sale for his own account or retain
them for investment. Although the selling stockholder has indicated that it is
his present intention not to use underwriters, the selling stockholder may
decide to offer the shares from time to time through underwriters, dealers or
agents, who may receive compensation in the form of underwriting discounts,
concessions or commissions from the selling stockholder and/or the purchasers of
the shares for whom they may act as agent. The selling stockholder and any
underwriters, dealers or agents that participate in a distribution of shares may
be deemed underwriters, and any profit on the sale of shares by him or any
discounts, commissions or concessions received by such underwriters, dealers or
agents may be deemed to be underwriting discounts and commissions under the
Securities Act.
At the time a particular offer of shares is made, to the extent
required, a prospectus supplement will be distributed which will set forth the
aggregate amount of shares being offered and the terms of the offering,
including the name or names of any underwriters, dealers or agents, any
discounts, commissions and other items constituting compensation from the
selling
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stockholder, any discounts, commissions or concessions allowed or reallowed to
be paid to dealers.
The shares may be sold from time to time in one or more transactions at
a fixed offering price, at varying prices determined at the time of sale, or at
negotiated prices.
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for us by
Benesch, Friedlander, Coplan & Aronoff LLP.
EXPERTS
The financial statements incorporated in this prospectus by reference
to our Annual Report on Form 10-K have been so incorporated in reliance on the
report of Deloitte & Touche LLP, independent public accountants, given on the
authority of said firm as experts in auditing and accounting.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
<CAPTION>
Item 14. Other Expenses of Issuance and Distribution.
--------------------------------------------
<S> <C>
SEC Registration Fee $ 106.68
Legal Fees and Expenses $ 4,000.00
Accounting Fees and Expenses $ 1,500.00
Miscellaneous Expenses $ 393.32
-----------
Total $ 6,000.00
</TABLE>
All expenses other than the SEC Registration Fee are
estimated. All expenses will be borne by registrant.
Item 15. Indemnification of Directors and Officers.
------------------------------------------
Section 145 of the General Corporation Law of Delaware permits
indemnification of directors, officers and employees of a corporation under
certain conditions and subject to certain limitations. Article VI, Section 1 of
the registrant's By-Laws provides for the indemnification, to the extent
permitted by Section 145 of the General Corporation Law of the state of
Delaware, directors, officers, employees or agents of the registrant against
expenses reasonably incurred with respect to civil, criminal, administrative or
investigative actions, suits or proceedings (except actions by or in the right
of the registrant), provided that such director, officer, employee or agent,
with respect to civil matters, acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the registrant, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. Respecting actions or suits by or in
the right of the registrant, Article VI, Section 2 of the By-Laws provide for
the indemnification of directors, officers, employees or agents of the
registrant against expenses reasonably incurred in connection with the defense
or settlement of such action or suit if he or she acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
registrant; provided, however, no indemnification may be made in respect to any
such claim, issue or matter as to which such person shall have been adjudged to
be liable for the negligence or misconduct in the performance of his or her duty
to the registrant, unless and only to the extent that the Court of Chancery of
Delaware or the Court in which such action or suit was brought shall determine
that despite such adjudication and in view of all the circumstances of the case,
such person is fairly and reasonably entitled to such indemnity as such court
deems proper.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the
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registrant has been 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.
Item 16. Exhibits
--------
<TABLE>
<CAPTION>
Exhibit No. Exhibit Description
- ----------- -------------------
<S> <C> <C>
3.1 Certificate of Incorporation of Incorporated by reference to Exhibit
registrant, as amended 3.1 to Amendment No. 2 to the
registrant's registration statement on
Form S-3 (File No. 33-71308)
3.1.1 Certificate of Merger of Michael Incorporated by reference to Exhibit
Anthony Jewelers, Inc. (New York) 3.1.1 to the registrant's Annual
and Michael Anthony Jewelers, Inc. Report on Form 10-K for the fiscal
(Delaware) year ended June 30, 1993
3.2 Amended and Restated ByLaws of Incorporated by reference to Exhibit
the registrant 3.2 to the registrant's Quarterly
Report on Form 10-Q for the quarter
ended July 29, 1995
4.1 Form of Common Stock Certificate Incorporated by reference to Exhibit
3.3 to the registrant's registration
statement on Form S-1 (File
No. 33-8289)
5.1 Opinion of Benesch, Friedlander,
Coplan & Aronoff LLP, counsel for
the registrant, regarding legality
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Benesch, Friedlander, Included within Exhibit 5
Coplan & Aronoff LLP
24.1 Power of Attorney Included on Signature Page
</TABLE>
Item 17. Undertakings
------------
A. 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:
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<PAGE> 16
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(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;
(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 (A)(1)(a) and (A)(1)(b)
will not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the undersigned registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
2. For purposes of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
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.
B. The undersigned registrant hereby undertakes that, for purpose of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 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.
C. The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to securities holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
D. 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 indemnifications against public policy as expressed in
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the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than 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 of whether such
indemnification by it is against public policy as expressed in the Securities
Act and the registrant will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mount Vernon, State of New York, on the 18th day of
1999.
MICHAEL ANTHONY JEWELERS, INC.
By:/s/Allan Corn
--------------------------------------
Allan Corn
Senior Vice President and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE
APPEARS BELOW CONSTITUTES AND APPOINTS MICHAEL W. PAOLERCIO, ANTHONY PAOLERCIO,
JR. AND ALLAN CORN, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, EACH
ACTING ALONE, WITH FULL STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL
AMENDMENTS TO THIS REGISTRATION STATEMENT, INCLUDING POST-EFFECTIVE AMENDMENTS,
AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN
CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO
SAID ATTORNEYS-IN-FACT AND AGENTS, FULL POWER AND AUTHORITY TO DO AND PERFORM
EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE
PREMISES, AS FULLY TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IN
PERSON, AND HEREBY RATIFIES AND CONFIRMS ALL HIS SAID ATTORNEYS-IN-FACT AND
AGENTS, EACH ACTING ALONE, OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR
CAUSE TO BE DONE BY VIRTUE THEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Michael W. Paolercio Co-Chairman of the Board March 18, 1999
----------------------------------- and Chief Executive Officer
Michael W. Paolercio
/s/ Anthony Paolercio, Jr. Co-Chairman of the Board March 18, 1999
----------------------------------- and President
Anthony Paolercio, Jr.
/s/ Allan Corn Senior Vice President, March 18, 1999
----------------------------------- Chief Financial Officer,
Allan Corn and Director (Principal
Accounting Officer)
/s/ Michael A. Paolercio Senior Vice President, March 18, 1999
----------------------------------- Treasurer and Director
Michael A. Paolercio
</TABLE>
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<PAGE> 19
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Michael Wager Director March 18, 1999
----------------------------------
Michael Wager
/s/ David Harris Director March 18, 1999
----------------------------------
David Harris
/s/ Donald Miller Director March 18, 1999
----------------------------------
Donald Miller
/s/ Nathan Light Director March 18, 1999
----------------------------------
Nathan Light
</TABLE>
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<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Description Page
- ----------- ------------------- ----
<S> <C> <C>
3.1 Certificate of Incorporation of Incorporated by reference to Exhibit
registrant, as amended 3.1 to Amendment No. 2 to the
registrant's registration statement on
Form S-3 (File No. 33-71308)
3.1.1 Certificate of Merger of Michael Incorporated by reference to Exhibit
Anthony Jewelers, Inc. (New York) 3.1.1 to the registrant's Annual
and Michael Anthony Jewelers, Inc. Report on Form 10-K for the fiscal
(Delaware) year ended June 30, 1993
3.2 Amended and Restated ByLaws of Incorporated by reference to Exhibit
the registrant 3.2 to the registrant's Quarterly
Report on Form 10-Q for the quarter
ended July 29, 1995
4.1 Form of Common Stock Certificate Incorporated by reference to Exhibit
3.3 to the registrant's registration
statement on Form S-1 (File
No. 33-8289)
5.1 Opinion of Benesch, Friedlander,
Coplan & Aronoff LLP, counsel for
registrant, regarding legality
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Benesch, Friedlander, Included within Exhibit 5
Coplan & Aronoff LLP
24.1 Power of Attorney Included on Signature Page
</TABLE>
<PAGE> 1
Exhibit 5.1
March 17, 1999
Board of Directors
Michael Anthony Jewelers, Inc.
115 South MacQuesten Parkway
Mount Vernon, New York 10550
Re: Michael Anthony Jewelers, Inc. Registration Statement on Form S-3
Gentlemen:
It is our understanding that Michael Anthony Jewelers, Inc., a Delaware
corporation (the "Company"), is filing with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, a Registration
Statement on Form S-3 (the "Registration Statement"), which Registration
Statement relates to the registration of 96,000 shares (the "Shares") of the
Company's common stock, $.001 par value per share ("Common Stock") issuable on
exercise of a stock option held by a former officer of the Company.
You have requested our opinion in connection with the Company's filing of the
Registration Statement. In this regard, we have examined and relied on originals
or copies, certified or otherwise identified to our satisfaction as being true
copies, of all such records of the Company, all such agreements, certificates of
officers of the Company and others, and such other documents, certificates and
corporate or other records as we have deemed necessary as a basis for the
opinions expressed in this letter.
In our examination, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to
us as originals and the conformity to original documents of all documents
submitted to us as certified or photostatic copies. As to facts material to the
opinions expressed in this letter, we have relied on statements and certificates
of officers of the Company and of state authorities.
We have investigated such questions of law for the purpose of rendering the
opinions in this letter as we have deemed necessary. We express no opinion in
this letter concerning any law other than the General Corporation Law of the
State of Delaware.
On the basis of and in reliance on the foregoing, we are of the opinion that the
Shares, when issued and paid for in accordance with the terms of the stock
option, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to being named in the Registration Statement under
the heading "Legal Matters" as counsel to the Company. This
<PAGE> 2
Board of Directors
Michael Anthony Jewelers, Inc.
March 17, 1999
Page 2
opinion may not be relied upon by the Company for any other purpose. This letter
may not be paraphrased, quoted or summarized, nor may it be duplicated or
reproduced in part.
Very truly yours,
BENESCH, FRIEDLANDER,
COPLAN & ARONOFF LLP
<PAGE> 1
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Michael Anthony Jewelers, Inc. and subsidiaries on Form S-3 of our report dated
April 20, 1998, appearing in the Annual Report on Form 10-K of Michael Anthony
Jewelers, Inc. and subsidiaries for the year ended January 31, 1998 and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
Deloitte & Touche LLP
Parsippany, New Jersey
March 17, 1999
