As filed with the Securities and Exchange Commission on May 16,
1997
Registration No. 333-
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT
ON FORM S-3
UNDER THE SECURITIES ACT OF 1933
JIM HJELM'S PRIVATE COLLECTION, LTD.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3337553
(State of (IRS Employer
Incorporation) Identification
Number)
225 West 37th Street
New York, New York 10018
(212) 921-7058
(212) 768-2902 (fax)
(Address and telephone number of registrant's principal executive
offices)
Joseph L. Murphy, President
Jim Hjelm's Private Collection, Ltd.
225 West 37th Street
New York, New York 10018
(212) 921-7058
(212) 768-2902 (fax)
(Name, address and telephone number of agent for service)
Please send a copy of all communications to:
Richard S. Kalin, Esq.
Kalin & Banner
757 Third Avenue
7th Floor
New York, New York 10017
(212) 888-9010
(212) 759-3234 (fax)
Approximate date 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. [ ]
Page 1 of 25
Exhibit Index is on page 22
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 for 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 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 delivery of the prospectus is expected to be made pursuant
to Rule 434 please check the following box. [ ]
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 this Registration Statement shall
become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.
Calculation of Registration Fee
- ------------------------------------------------------------------
Title of Proposed Proposed
Each Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registra-
Registered Registered per Unit Price tion
Fee(1)
- -------------------------------------------------------------------
Common Stock,
$.0002 par
value 157,250 $4.75 $746,938 $226.33
=================================================================
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c).
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<PAGE>
JIM HJELM'S PRIVATE COLLECTION, LTD.
CROSS REFERENCE SHEET
Form S-3 Item Number and Caption Heading in Prospectus
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus...........Forepart of the
Registration
Statement and Outside
Front Cover of Prospectus
2. Inside Front and Outside Back
Cover Pages of Prospectus..........Inside Front and Outside
Back Cover Pages of
Prospectus
3. Summary Information and Risk
Factors............................Prospectus Summary
4. Use of Proceeds.....................Use of Proceeds
5. Determination of Offering
Price..............................Not Applicable
6. Dilution............................Not Applicable
7. Selling Security Holders............Selling Shareholders
8. Plan of Distribution................Plan of Distribution
9. Description of Securities to
be Registered......................Description of Securities
10. Interests of Named Experts.........Legal Matters
and Counsel
11. Material Changes...................Not Applicable
12. Incorporation of Certain
Information by Reference..........Information Incorporated
by Reference
13. Disclosure of Commission
Position on Indemnification
for Securities Act Liabilities....Indemnification of
Directors and Officers
3
<PAGE>
JIM HJELM'S PRIVATE COLLECTION, LTD.
157,250 Shares of Common Stock
Par value $.0002 per Share
All of the shares of Common Stock of Jim Hjelm's Private
Collection, Ltd. (the "Company") offered hereby are being sold by
investors in the Company's two private placements which took place
in January 1996 and October 1996, by certain consultants to, an
employee of the Company who received or will receive her shares
upon the exercise of options (the "Options") granted to her and an
employee of the Company who received her shares upon the Company's
acquisition of her shares of another company (the "Selling
Shareholders"). Although the Company will not receive any of the
proceeds from the sale of the shares by the Selling Shareholders,
the Company will receive approximately $44,400 upon exercise of the
Options. See "Selling Shareholders" and "Description of
Securities."
The Common Shares are traded on the Nasdaq Stock Market, Inc.
under the symbol JHPC. On May 12, 1997, the closing bid price was
$4.875. The Selling Shareholders may from time to time sell the
shares covered by this Prospectus on the Nasdaq in ordinary
brokerage transactions, in negotiated transactions, or otherwise,
at market prices prevailing at the time of sale or at negotiated
prices. See "Plan of Distribution."
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND
SHOULD NOT BE PURCHASED BY INVESTORS WHO CANNOT AFFORD
THE LOSS OF THEIR ENTIRE INVESTMENT.
SEE "RISK FACTORS" ON PAGE 9.
______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is May ______, 1997
4
<PAGE>
Underwriting Proceeds
Price to Discounts and to Issuer or
Public Commission Other Persons (1)
---------- ------------ -----------------
Per
share of
Common Stock $4.75 $ - $4.75
- -----------------------------------------------------------------
Total $746,938 $ - $746,938
- -----------------------------------------------------------------
(1) The expenses of this offering are estimated to be
approximately $15,000 all of which shall be paid by the
Company. Regular brokerage commissions and other expenses,
including expenses of counsel, if any, for the Selling
Shareholders shall be borne by the Selling Shareholders.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith, files reports and other information
with the Securities and Exchange Commission (the "Commission").
Such reports and other information can be inspected and copied at
the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and the
Commission's regional offices at Suite 1400, 500 West Madison
Street, Chicago, Illinois 60661-2511; Seven World Trade Center, New
York, New York 10007, and 11th Floor, 5670 Wilshire Boulevard, Los
Angeles, California 90036-3648. Copies of such material can be
obtained from the Public Reference Section of the Commission,
Washington, D.C. 20549 at the prescribed rates. In addition, the
Commission maintains a Web site at http://www.sec.gov that contains
reports, proxy and information statements and other information
regarding the Company and others who file electronically with the
Commission.
The Company furnishes Annual Reports to the holders of its
securities which contain financial information which have been
examined and reported upon, with an opinion expressed by, its
independent certified public accountants.
5
<PAGE>
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated herein by reference:
(1) The Company's annual report on Form 10-KSB for its
fiscal year ended October 31, 1996;
(2) The Company's quarterly report on Form 10-QSB for
its fiscal quarter ended January 31, 1997;
(3) The Company's Proxy Statement filed with the
Securities and Exchange Commission on March 10,
1997 and expected to be sent to the Company's
shareholders on or about May 15, 1997; and
(4) All documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, subsequent to the date
hereof and prior to the termination of the offering
of the Common Shares registered hereby shall be
deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of
filing such documents. Any statement contained in
a document incorporated or deemed to be
incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this
Prospectus to the extent that a statement contained
herein or in any other subsequently filed document
which also is or is deemed to be incorporated by
reference herein modifies or supersedes such
statement. Any statement so modified or superseded
shall not be deemed, except, as so modified or
superseded, to constitute a part of this
Prospectus.
The Company will furnish, without charge, to each person,
including any beneficial owners, to whom a copy of this Prospectus
is delivered, upon the written or oral request of such person, a
copy of any or all of any documents which may have been
incorporated herein by reference (other than exhibits to such
documents unless such exhibits are specifically incorporated by
reference into the document that this Prospectus incorporates by
reference). Requests for such documents should be directed to
Shareholder Relations, Jim Hjelm's Private Collection, Ltd., 225
West 37th Street, New York, New York 10018, telephone number (212)
921-7058.
6
<PAGE>
PROSPECTUS SUMMARY
Jim Hjelm's Private Collection, Ltd., a Delaware corporation
(the "Company"), manufactures and markets high quality (sometimes
referred to in the industry as "couture quality") bridal wear,
bridesmaids' dresses and related accessories. The Company's
principal offices are located at 225 West 37th Street, New York,
New York 10018, telephone number (212) 921-7058.
The Offering
Securities Offered............. 157,250 shares of Common Stock.
See "Description of
Securities."
Common Stock outstanding:
Before the Offering............. 1,781,223 shares
After the Offering.............. 1,799,973 shares(1)
Risk Factors...................... The securities offered hereby
involve a high degree of risk
and should not be purchased by
investors who cannot afford the
loss of their entire
investment. See "Risk Factors."
NASDAQ symbol.................... JHPC
(1) Assumes the exercise of options to purchase 18,750 shares
which are being registered pursuant to the registration
statement of which this Prospectus forms a part. Does not
include (i) 326,166 shares of Common Stock reserved for
issuance upon exercise of outstanding options under the
Company's 1986 Incentive Stock Option Plan (the "Stock Option
Plan") and other options granted to employees and consultants
and (ii) 42,500 Warrants issued in connection with the
Company's private placements. Assumes exercise of all of the
options underlying shares being registered pursuant hereto.
Summary Financial Information
The summary financial information set forth below is derived
from the financial statements incorporated herein by reference.
Such information should be read in conjunction with such financial
statements, including the notes thereto.
7
<PAGE>
Balance Sheet Data
January 31, 1997 October 31, 1996
--------------- ----------------
(unaudited)
Working capital $2,552,785 $1,985,167
Total assets $6,271,648 $5,124,465
Total liabilities $3,430,836 $2,785,296
Shareholders' equity $2,840,812 $2,339,169
Income Statement Data
Three Months Three Months Year Ended
Ended Ended October 31,
January 31, 1997 January 31, 1996 1996
----------- ----------- -----------
(unaudited) (unaudited)
Net revenues $3,202,533 $2,313,124 $12,642,141
Net income $ 195,288 $ 78,159 $ 470,710
Net income per
common share:
Primary $ .10 $ .06 $ .30
Fully diluted $ .10 $ .06 $ .29
Weighted average
number of common
shares outstanding:
Primary 1,875,878 1,396,971 1,582,910
Fully diluted 1,879,090 1,396,971 1,634,398
8
<PAGE>
RISK FACTORS
The Securities offered hereby are speculative and involve a
high degree of risk, including, but not limited to, the risk
factors described below. Each prospective investor should
carefully consider the following risk factors inherent in and
affecting the business of the Company and this offering before
making an investment decision.
1. Limited Profitability. The Company, which has been in
existence since 1987, has only begun to show a profit from
operations since 1995. Prior to that, the Company experienced
losses. There is no assurance that the Company will continue to
remain profitable. For its fiscal year ended October 31, 1996 the
Company had net profit of $470,710 as compared to a net profit of
$63,586 for its fiscal year ended October 31, 1995. For the three
months ended January 31, 1997, the Company had net profit of
$195,288. In addition, although the Company's revenues have
steadily increased since its inception, its cost of goods sold and
administrative expenses have also increased. There can be no
assurance that the Company's revenues will continue to increase or
that its cost of goods will not proportionately increase higher
than its revenues.
2. Dependence on Key Employees. The Company is dependent on
the efforts of its President, Mr. Joseph Murphy, and its three
major designers, Jim Hjelm, Lazaro Perez and Bill Pesce. The
Company has entered into contracts with each of Messrs. Murphy,
Hjelm and Perez which terminate in June 2001, February 1998 and
December 2005, respectively. There is no assurance that any of
these contracts will be renewed or extended. The loss of the
services of Mr. Murphy or Messrs. Hjelm, Perez or Pesce may have a
material adverse effect on the Company. There can be no assurance
that the Company will be able to hire or retain qualified
personnel.
3. Consumer Buying Habits. Generally, the Company designs
traditional bridal styles with variations intended to make such
designs contemporary. The Company's success depends on its ability
to anticipate consumer tastes due to the fact that such tastes are
subject to rapid change as a result of circumstances beyond the
Company's control. Although there has been a continuous demand for
traditional bridal wear in the past, there can be no assurance that
new designs or styles will not arise which may be more popular with
consumers and adversely affect the demand for the Company's
products. Furthermore, there can be no assurance that traditional
weddings will remain popular and, therefore, that there will be a
continued demand for the Company's traditional bridal wear.
9
<PAGE>
4. Competition. There is substantial competition in the
bridal wear industry in general and in the high quality, designer
bridal wear market specifically. The Company directly competes
with designers such as Priscilla of Boston, the House of Bianchi,
the Diamond Collection, Amsale, Richard Glasgow, Watters & Watters,
Bari Jay and others who currently market high fashion bridalwear.
Generally, the Company's competitors have been in business for a
substantial period of time, have well established reputations, have
long-standing relationships with certain of the retail outlets
through which the Company markets its products, and have greater
managerial and financial resources than the Company. Although
management believes the Company's products are competitive with
those of its competitors based on prestige, design, quality,
service and price, the success of the Company depends on its
ability to develop favorable customer awareness and reputation for
its products.
5. Dependence on Third Party Suppliers and Contractors.
The Company depends on outside suppliers of raw material and
contract manufacturers to produce its dresses. The Company has, in
the past, experienced delays in production with some of its
contract manufacturers and trouble obtaining beaded lace from a
Haitian supplier. Delays such as this force the Company to utilize
higher-cost domestic sources. There can be no assurance that the
Company will not experience delays or cost increases in the
production of its dresses. Nor is there any assurance that the
Company will be able to obtain raw materials from reliable sources.
6. No Dividends. The Company has not paid any dividends on
its Common Stock since inception and does not anticipate paying any
dividends in the foreseeable future. The Company plans to retain
earnings to finance the development and expansion of its business.
USE OF PROCEEDS
The Company will not receive proceeds from the sale of the
Common Stock by the Selling Shareholders although the Company will
receive approximately $44,400 upon the exercise of the Options by
the Selling Shareholders, prior to sale. The Company will add
these funds to its working capital. See "Description of
Securities."
SELLING SHAREHOLDERS
The following table sets forth certain information with
respect to persons for whom the Company is registering the Common
Shares. Except for Daniel Boutcher, Eric Eisenberg and Crown Point
Group, Ltd. who have served as consultants to the Company and Cyndy
Starer and Victoria McMillan (Dan McMillan is Ms. McMillan's
husband), who are employees, none of the Selling Shareholders has
had any position with, held any office or had any other material
relationship with the Company.
10
<PAGE>
Amount of Amount of
Amount of Securities Securities
Securities Being Owned After
Name Owned Registered Offering(1)
Steven Altman
Common Stock 25,000 25,000 0
Warrants 10,000 - 10,000
Daniel Boutcher
Warrants 35,000 10,000 25,000
Crown Point Group, Ltd.
Warrants 3,750 3,750 0
Eric Eisenberg
Common Stock 3,500 3,500 0
Warrants 5,000 - 5,000
Nicole K. Gresham
Common Stock 22,000 22,000 0
Warrants 6,600 - 6,600
Delaware Char. Guar. TTR
TTEE f/b/o
Thomas G. Gresham
Common Stock 6,000 6,000 0
Warrants 1,800 - 1,800
Avo Kamberian
Common Stock 10,000 10,000 0
Warrants 3,000 - 3,000
Carter C. Mathies IRA
Common Stock 5,000 5,000 0
Warrants 1,500 - 1,500
Victoria McMillan
Common Stock 29,120 8,000 21,120
Warrants 25,000 - 25,000
Dan McMillan
Common Stock 7,280 2,000 5,280
Roger McOmber
Common Stock 25,000 25,000 0
Warrants 7,500 - 7,500
Charles M. Pomeroy
Common Stock 7,000 7,000 0
Warrants 2,100 - 2,100
Cyndy Starer
Warrants 13,750 5,000 8,750
Joel Stuart
Common Stock 25,000 25,000 0
Warrants 10,000 - 10,000
(1) Assumes exercise of Options and sale of all the Common Shares
registered hereby. In such event, each of the Selling Shareholders
will have less than one percent of the outstanding shares of Common
Stock of the Company.
11
<PAGE>
PLAN OF DISTRIBUTION
The Common Shares covered hereby may be offered and sold from
time to time by the Selling Shareholders. The Selling Shareholders
will act independently of the Company in making decisions with
respect to the timing, manner and size of each sale. Such sales
may be made in the over the counter market or otherwise, at prices
related to the then current market price or in negotiated
transactions, including pursuant to an underwritten offering or one
or more of the following methods: (a) purchases by the broker-
dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (b) ordinary brokerage
transactions and transactions in which the broker solicits
purchasers; and (c) block trades in which the broker-dealer so
engaged will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the
transaction. The Company has been advised by the Selling
Shareholders that they have not made any arrangements relating to
the distribution of the shares covered by this Prospectus. In
effecting sales, broker-dealers engaged by the Selling Shareholders
may arrange for other broker-dealers to participate. Broker-
dealers may receive commissions or discounts from the Selling
Shareholders in amounts to be negotiated immediately prior to the
sale.
In offering the Common Shares covered hereby, the Selling
Shareholders and any broker-dealers and any other participating
broker-dealers who execute sales for the Selling Shareholders may
be deemed to be "underwriters" within the meaning of the Securities
Act in connection with such sales, and any profits realized by the
Selling Shareholders and the compensation of such broker-dealer may
be deemed to be underwriting discounts and commissions. In
addition, any shares covered by this Prospectus which qualify for
sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus. None of the shares covered by this
Prospectus presently qualifies for sale pursuant to Rule 144.
The Company has advised the Selling Shareholders that during
such time as they may be engaged in a distribution of Common Shares
included herein they are required to comply with Rules 10b-6 and
10b-7 under the Exchange Act (as those Rules are described in more
detail below) and, in connection therewith, that they may not
engage in any stabilization activity in connection with the
Company's securities, are required to furnish to each broker-dealer
through which Common Shares included herein may be offered copies
of this Prospectus, and may not bid for or purchase any securities
of the Company or attempt to induce any person to purchase any
securities of the Company except as permitted under the Exchange
Act. The Selling Shareholders have agreed to inform the Company
when the distribution of the shares is completed.
12
Rule 10b-6 under the Exchange Act prohibits, with certain
exceptions, participants in a distribution from bidding for or
purchasing, for an account in which the participant has a
beneficial interest, any of the securities that are the subject of
the distribution. Rule 10b-7 governs bids and purchases made in
order to stabilize the price of a security in connection with a
distribution of the security.
This offering will terminate on the earlier of (a) the date on
which the Options covering the shares of Common Stock being
registered expire or (b) the date on which all Common Shares
offered hereby have been sold by the Selling Shareholders.
DESCRIPTION OF SECURITIES
General
The Company's Certificate of Incorporation authorizes the
Company to issue up to 10,000,000 shares of Common Stock, par value
$.0002 per share. As of the date of this Prospectus, 1,781,223
shares of Common Stock are outstanding not including 18,750 shares
registered pursuant to this Prospectus which will be issued upon
the exercise of Options and which have not yet been exercised.
Common Stock
The holders of Common Stock are entitled to one vote for each
share held of record on all matters to be voted on by stockholders.
There is no cumulative voting with respect to the election of
directors, with the result that the holders of more than 50% of the
shares voted for the election of directors can elect all of the
directors. The holders of Common Stock are entitled to receive
dividends when, as and if declared by the Board of Directors out of
funds legally available therefor. In the event of liquidation,
dissolution or winding up of the Company, the holders of Common
Stock are entitled to share ratably in all assets remaining
available for distribution to them after payment of liabilities and
after provision has been made for each class of stock, if any,
having preference over the Common Stock. Holders of shares of
Common Stock, as such, have no conversion, preemptive or other
subscription rights, and there are no redemption provisions
applicable to the Common Stock. All of the outstanding shares of
Common Stock are, and the shares of Common Stock offered hereby,
when issued against the consideration set forth in this Prospectus,
will be, fully paid and nonassessable.
Options
There are 18,750 shares of Common Stock being registered
pursuant to the Registration Statement of which this Prospectus
forms a part which are issuable upon the exercise of stock options
granted to consultants to the Company. Of these, 10,000 Options
were granted in August 1996 and will expire, unless exercised, in
August 1999. The exercise price of these Options are $2.125 per
share, payable in cash or check, or by delivering to the Company
shares of the Company's Common Stock owned by a Selling Shareholder
having a fair market value equal to the purchase price. Options to
purchase 3,750 shares are exercisable at $4.325 and will expire,
unless exercised, on December 31, 2001. Options to purchase 5,000
shares are exercisable at $1.35 per share and will expire, unless
exercised, in May 1998.
LEGAL MATTERS
The validity of the securities being offered will be passed upon
for the Company by Kalin & Banner. Mr. Richard S. Kalin, a partner
in Kalin & Banner, is assistant secretary to the Company and owns
18,695 shares of Common Stock and options to purchase 20,000 shares
of Common Stock.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law empowers a
corporation to indemnify its directors and officers and to purchase
insurance with respect to liability arising out of their capacity
or status as directors and officers provided that this provision
shall not eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law,
(iii) arising under Section 174 of the General Corporation Law of
Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit.
The Delaware Corporation Law provides further that the
indemnification permitted thereunder shall not be deemed exclusive
of any other rights to which the directors and officers may be
entitled under the corporation's by-laws, any agreement, vote of
shareholders or otherwise.
Article sixteen of the Company's Certificate of Incorporation
eliminates the personal liability of directors to the fullest
extent permitted by Section 145 of the Delaware Corporation Law.
The effect of the foregoing is to require the Company to
indemnify the officers and directors of the Company for any claim
arising against such persons in their official capacities if such
person acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS OR
PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING
PROVISIONS, THE COMPANY 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.
NO DEALER, SALES REPRESENTATIVE OR OTHER INDIVIDUAL HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION NOT
CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY THE COMMON
STOCK BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
TABLE OF CONTENTS
Page
Prospectus Summary. . . . . . . . . . . . . . . . 7
Risk Factors. . . . . . . . . . . . . . . . . . . 9
Use of Proceeds . . . . . . . . . . . . . . . . . 10
Selling Shareholders. . . . . . . . . . . . . . . 10
Plan of Distribution . . . . . . . . . . . . . . 12
Description of Securities . . . . . . . . . . . . 13
Legal Matters. . . . . . . . . . . . . . . . . . 14
Indemnification of Officers
and Directors . . . . . . . . . . . . . . . . . 14
Until , 1997 (25 days after the date of the Prospectus),
all dealers effecting transactions in the registered securities,
whether or not participating in this distribution, may be required
to deliver a Prospectus. This delivery requirement is in addition
to the obligation of dealers to deliver a Prospectus when acting as
Underwriter and with respect to their unsold allotments or
subscriptions.
15<PAGE>
JIM HJELM'S PRIVATE
COLLECTION, LTD.
157,250 Shares of Common
Stock
Prospectus
, 1997
16
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Other Expenses of Issuance and Distribution.
The expenses of this offering are estimated to be
approximately $15,000, all of which will be borne by the Company
and are estimated to be as follows:
Registration Fee . . . . . . . . . . . . . . . . . . $ 226.33
Printing Costs . . . . . . . . . . . . . . . . . . . 1,000.00
Legal Fees . . . . . . . . . . . . . . . . . . . . . 10,000.00
Accounting Fees. . . . . . . . . . . . . . . . . . . 3,000.00
Blue Sky Fees and Expenses . . . . . . . . . . . . . 1,000.00
Total. . . . . . . . . . . . . . . . . . . $ 15,226.33
_________________
Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law empowers
a corporation to indemnify its directors and officers and to
purchase insurance with respect to liability arising out of their
capacity or status as directors and officers provided that this
provision shall not eliminate or limit the liability of a director
(i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) arising under Section 174 of the General
Corporation Law of Delaware, or (iv) for any transaction from which
the director derived an improper personal benefit.
The Delaware Corporation Law provides further that the
indemnification permitted thereunder shall not be deemed exclusive
of any other rights to which the directors and officers may be
entitled under the corporation's by-laws, any agreement, vote of
shareholders or otherwise.
Article XVI of the Company's Certificate of Incorporation
eliminates the personal liability of directors to the fullest
extent permitted by Section 145 of the Delaware Corporation Law.
The effect of the foregoing is to require the Company to
indemnify the officers and directors of the Company for any claim
arising against such persons in their official capacities if such
person acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to nay criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISES UNDER THE
SECURITIES ACT OF 19933 MAY BE PERMITTED TO DIRECTORS, OFFICERS OR
PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING
PROVISIONS, THE COMPANY HAS BEEN INFORMED 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.
Exhibits
3.1 The Company's Certificate of Incorporation, as amended,
incorporated by reference to Exhibit 3.1 of the Company's
annual report on Form 10-K filed for its fiscal year
ended October 31, 1989.
3.2 Amendment to the Company's Certificate of Incorporation,
dated December 30, 1994 incorporated by reference to
Exhibit 3.1 of the Company's Annual Report on Form 10-KSB
filed for its fiscal year ended October 31, 1995 ("1995
10-K").
3.3 The Company's By-Laws are incorporated by reference to
Exhibit 3.03 of Registration Statement No. 33-10278 NY
filed on Form S-18 ("Form S-18").
5.0 Opinion of Kalin & Banner, as to legality of share
issuance.
10.1 Employment Agreement between Jim Hjelm and the Company
dated February 9, 1993, incorporated by reference to
Exhibit 10.1 of the Company's annual report on Form 10-
KSB filed for its fiscal year ended October 31, 1992
("1992 10-K").
10.2 Form of Stock Option Plan is incorporated by reference to
Exhibit 10.01 to the Form S-18.
10.3 Form of Subscription Agreement issued in the private
placement, together with form of Warrants, which are
exhibits thereto incorporated by reference to Exhibit
10.9 of the Company's Annual Report on Form 10-K filed
for the fiscal year ended October 31, 1991 ("1991 10-K").
10.4 Employment Agreement dated between the Company and Mr.
Lazaro Perez incorporated by reference to Exhibit 10.5 to
the Company's Annual Report on Form 10-KSB filed for the
fiscal year ended October 31, 1993 (the "1993 10-K").
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<PAGE>
10.5 Promissory Note and Security Agreement dated November 21,
1994 evidencing loan from Carl Seaman incorporated by
reference to Exhibit 10.7 of the Company's Annual Report
on Form 10-K filed for the fiscal year ended October 31,
1994 ("1994 10-K").
10.6 Employment Agreement dated February 1, 1995 between the
Company and Mr. joseph L. Murphy, incorporated by
reference to Exhibit 10.6 to the 1995 10-K.
10.7 Subscription Agreement dated September 12, 1995 between
the Company and William J. Carroll incorporated by
reference to Exhibit 10.7 to the 1995 10-K.
10.8 Promissory Note dated September 12, 1995 evidencing loan
from William J. Carroll incorporated by reference to
Exhibit 10.8 to the 1995 10-K.
10.9 Form of Subscription Agreement issued in the private
placement that ends May 31, 1995, together with form of
Registration Rights Agreement incorporated by reference
to Exhibit 10.9 to the 1995 10-K.
10.10 Form of Subscription Agreement issued in the private
placement that ends April 30, 1996, with form of
Registration Rights Agreement incorporated by reference
to Exhibit 10.10 to the 1995 10-K.
10.11 Form of Subscription Agreement issued in the private
placement that ended October 31, 1996 with the form of
registration rights agreement, incorporated by reference
to Exhibit 10.7 of the Company's 1996 Form 10-KSB.
23.1 Consent of Experts.
23.2 Consent of Counsel (Included in Exhibit 5.0).
Undertakings.
The Company hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration
Statement to:
(i) Include any Prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) Reflect in the Prospectus any facts or events which,
individually or together, represent a fundamental change in the
information 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 the volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement.
(iii) Include any additional or changed material information
on the plan of distribution.
(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new Registration Statement of
the securities offered, and the offering of the securities at that
time to be in the initial bona fide offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of
the offering.
(4) For determining any liability under the Securities Act,
treat the information omitted from the form of Prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of Prospectus filed by the Company under Rule
424(b)(1) or (4) or 497(h) under the Securities Act as part of this
Registration Statement as of the time the Commission declared it
effective.
(5) For determining any liability under the Securities Act,
treat each post-effective amendment that contains a form of
Prospectus as a new Registration Statement for the securities
offered in the Registration Statement, and that offering of the
securities at that time as the initial bona fide offering of those
securities.
20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form-S-
3 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on the 14th day of May, 1997.
JIM HJELM'S PRIVATE
COLLECTION, LTD.
By: s/Joseph L. Murphy
Joseph L. Murphy,
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of them, his
true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments or
supplements to this Registration Statement and to file the same
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto such authority to do and perform each and every act nd thing
requisite and necessary to be done in and about the premises, to
all intents and purposes and as fully as they might or could do in
person, hereby ratifying and confirming all that such attorneys-in-
fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
s/ Joseph L. Murphy President and Director, May 14, 1997
Joseph L. Murphy (Principal Executive and
Financial Officer)
s/ Daniel M. Sullivan Chairman of the Board May 14, 1997
Daniel M. Sullivan of Directors
s/ Joseph E. O'Grady Secretary and Director May 14, 1997
Joseph E. O'Grady
21
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EXHIBIT INDEX
5.0 Opinion of Kalin & Banner, as to legality of share issuance.
23.1 Consent of Experts.
23.2 Consent of Counsel (Included in Exhibit 5.0).
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<PAGE>
Kalin & Banner
757 Third Avenue
New York, New York 10017
May 14, 1997
The Board of Directors of
Jim Hjelm's Private Collection, Ltd.
225 West 37th Street
New York, New York 10018
Gentlemen:
We have examined a copy of Jim Hjelm's Private Collection,
Ltd.'s (the "Company") Certificate of Incorporation and By-Laws,
the minutes of various meetings of its Board of Directors and
stockholders, the Registration Statement on Form S-3, and form of
Prospectus contained therein (Registration No. _______________)
(the "Registration Statement") filed by the Company with the
Securities and Exchange Commission, and the original or certified
copies of such records of the Company and such agreements,
certificates of public officials, certificates of officers and
representatives of the Company and others, opinions of counsel,
documents, papers, statutes and authorities as we deem necessary as
a basis for the opinions hereinafter set forth. In such
examinations we have assumed the genuineness of all signatures and
the conformity to original documents of all copies submitted to us
as certified or photostat copies. Capitalized terms used herein and
not otherwise defined shall have the meanings ascribed to them in
the Registration Statement.
Based upon the foregoing, we are of the opinion that:
1. The 138,500 shares of Common Stock to be offered for
sale by the Selling Security Holders (as defined in the
Registration Statement) as described in the Registration Statement,
have been legally issued, and are fully paid and non-assessable
shares of Common Stock.
2. The shares of Common Stock issuable upon the
exercise of the 18,750 options, when issued and paid for in
accordance with the terms of the option agreements pursuant to
which such options were granted, will be legally issued, fully paid
and non-assessable shares of Common Stock.
23
The Board of Directors
Jim Hjelm's Private Collection, Ltd.
May 14, 1997
Page 2
We hereby consent to your filing of this opinion as an exhibit to
the aforesaid Registration Statement and to the filing of this
opinion with applications as may be necessary or advisable to
register, qualify or establish eligibility for an exemption from
registration or qualification of the securities under the blue sky
laws of any state or other jurisdiction. We also consent to the
reference to our name under the caption "Legal Matters" in the
Prospectus contained in the Registration Statement.
Very truly yours,
KALIN & BANNER
24
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-3 registration statement
of our report dated January 27, 1997 included in the Company's Form
10-KSB for the year ended October 31, 1996 and to all references to
our Firm included in this Form S-3 registration statement.
s/Arthur Andersen LLP
New York, New York
May 14, 1997
25
