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As filed with Securities and Exchange Commission on December 1, 1998
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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JAN BELL MARKETING, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 59-2290953
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
14051 NORTHWEST 14TH STREET, SUNRISE, FLORIDA 33323
(Address of Principal Executive Offices including Zip Code)
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1991 STOCK OPTION PLAN
(Full Title of Plan)
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RICHARD W. BOWERS
JAN BELL MARKETING, INC.
14051 NORTHWEST 14TH STREET, SUNRISE, FLORIDA 33323
(Name and Address of Agent for Service)
(954) 846-2703
(Telephone Number, Including Area Code, of Agent for Service)
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Copies of all communications, including all communications
sent to the agent for service, should be sent to:
RICHARD W. BOWERS, ESQUIRE
JAN BELL MARKETING, INC.
14051 NORTHWEST 14TH STREET
SUNRISE, FLORIDA 33323
(954) 846-2703
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price Fee
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<S> <C> <C> <C> <C>
Common Stock 6,000,000 $4.8125 $28,875,000 $8,027.25
par value
$.0001 per share
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</TABLE>
(1) Represents additional shares of Common Stock to be issued upon the
exercise of stock options granted under the 1991 Stock Option Plan.
(2) Estimated in accordance with Rule 457 (h) under the Securities Act of
1933, as amended, solely for the purpose of calculating the registration fee, as
of November 25, 1998.
REGISTRATION OF ADDITIONAL SECURITIES
AND INCORPORATION BY REFERENCE
The contents of the Company's earlier Form S-8, Registration No.
33-42410 filed with the Commission on August 26, 1991 are incorporated herein by
reference including without limitation all subsequent periodic reports filed
with the Securities and Exchange Commission pursuant to Section 13 of the
Securities Exchange Act of 1934.
EXHIBITS
(1) Opinion of Counsel
(2) Independent Auditor's Consent
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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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sunrise, State of Florida, on December 1, 1998.
JAN BELL MARKETING, INC.
By: /s/ Isaac Arguetty
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Isaac Arguetty, CEO
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 date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Isaac Arguetty Chairman of the Board and December 1, 1998
- ------------------------------------ Chief Executive Officer
Isaac Arguetty
/S/ David Boudreau Chief Financial Officer December 1, 1998
- ------------------------------------
David Boudreau
/S/ Haim Bashan Director December 1, 1998
- ------------------------------------
Haim Bashan
/S/ Samuel A. Getz Director December 1, 1998
- ------------------------------------
Samuel A. Getz
/S/ Margaret Gilliam Director December 1, 1998
- ------------------------------------
Margaret Gilliam
/S/ William Grayson Director December 1, 1998
- ------------------------------------
William Grayson
/S/ Robert Robison Director December 1, 1998
- ------------------------------------
Robert Robison
</TABLE>
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EXHIBIT 1
December 1, 1998
Board of Directors
Jan Bell Marketing, Inc.
14051 NW 14th Street
Sunrise, Florida 33323
Re: Registration Statement on Form S-8 filed by Jan Bell Marketing, Inc.
with Securities and Exchange Commission
Ladies and Gentlemen:
It is my understanding that Jan Bell Marketing, Inc., a Delaware
corporation (the "Company"), has filed with the Securities and Exchange
Commission under the Securities and Act of 1933, a Registration Statement on
Form S-8 which relates to an additional 6,000,000 shares of the Company's common
Stock, $.0001 par value per share (the "Shares"), to be issued upon the exercise
of stock options granted or to be granted under the Company's 1991 Stock Option
Plan (the "Plan") previously registered with the Securities and Exchange
Commission in August, 1991 on Form S-8, Registration No. 33-42410.
The Company has requested that I render an opinion with respect to the
additional Shares. I have examined such documents, instruments and matters of
law as I have deemed necessary for purposes of this opinion.
Based upon the foregoing, I am of the opinion that the additional
Shares are duly authorized and, when issued, delivered and paid for in
accordance with the Plan, will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Richard W. Bowers
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Exhibit 2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Jan Bell Marketing, Inc. on Form S-8 of our report dated March 18, 1998,
appearing in the Annual Report on Form 10-K of Jan Bell Marketing, Inc.
for the year ended January 31, 1998.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Certified Public Accountants
Miami, FL
November 30, 1998
