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As filed with the Securities and Exchange Commission on June 9, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933
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WHITEHALL JEWELLERS, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-1433610
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
155 N. Wacker Drive
Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
Whitehall Jewellers, Inc. 1997 Long-Term Incentive Plan
(Full title of the plan)
John R. Desjardins
Executive Vice President, Finance and Administration
Whitehall Jewellers, Inc.
155 N. Wacker Drive
Chicago, Illinois 60606
(Name and address of agent for service)
(312) 782-6800
(Telephone number, including
area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered (1) Per Share Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock,
$.001 par value(3) 1,500,000 shares (2) $25,325,211.91 $6685.86
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</TABLE>
(1) This registration statement also covers such additional and
indeterminate number of shares as may become issuable because of the
provisions of the Whitehall Jewellers, Inc. 1997 Long Term Incentive
Plan relating to adjustments for changes resulting from a stock split,
stock dividend, recapitalization, reorganization, merger,
consolidation, combination, exchange of shares, liquidation, spin-off
or other similar change in capitalization or event, or any distribution
other than a regular cash dividend.
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(2) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, based upon (i) as to options to purchase 810,436 shares of
Common Stock, a weighted average purchase price of $20.56 per share and
(ii) as to 689,564 shares of Common Stock relating to options
available for grant, the average of the high and low prices of the
Common Stock of the Company reported on the New York Stock Exchange on
June 7, 2000, which was $12.5625.
(3) Includes 1,500,000 associated rights ("Rights") to purchase 1/100 of a
share of Series A Junior Participating Preferred Stock, par value $.001
per share. Rights initially are attached to and trade with the Common
Stock of the registrant. The value attributable to such Rights, if any,
is reflected in the market price of the Common Stock.
2
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REGISTRATION OF ADDITIONAL SECURITIES
On March 4, 1998, Whitehall Jewellers, Inc. a Delaware corporation (the
registrant), filed with the Securities and Exchange Commission a Registration
Statement on Form S-8 (Registration No. 333-47601) (the "Prior Registration
Statement") in order to register shares of its common stock, $.001 par value per
share ("Whitehall Common Stock"), and the Rights for issuance under the
Whitehall Jewellers, Inc. 1997 Long-Term Incentive Plan (f/k/a Marks Bros.
Jewelers, Inc. 1997 Long-Term Incentive Plan) (the "Plan").
In accordance with General Instruction E to Form S-8, this registration
statement is being filed in order to register additional shares of Whitehall
Common Stock and additional Rights for issuance under the Plan. The contents of
the Prior Registration Statement, which became effective on March 4, 1998, are
incorporated herein by reference.
The required opinion and consents are listed on the Exhibit Index attached
hereto.
3
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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 Chicago, State of Illinois, on the 6th day of June,
2000.
WHITEHALL JEWELLERS, INC.
By: /s/ John R. Desjardins
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John R. Desjardins
Executive Vice President, Finance and
Administration
SIGNATURES
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Hugh M. Patinkin and John R.
Desjardins, and each or either of them, his true and lawful attorney-in-fact and
agent, 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
(including post-effective amendments) 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 said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 6th day of June, 2000.
/s/ Hugh M. Patinkin Chairman, President and Chief Executive Officer
--------------------------- (principal executive officer) and Director
Hugh M. Patinkin
/s/ John R. Desjardins Executive Vice President, Finance and
--------------------------- Administration and Secretary
John R. Desjardins (principal financial and accounting officer)
and Director
/s/ Matthew M. Patinkin Director
--------------------------
Matthew M. Patinkin
/s/ Norman J. Patinkin Director
---------------------------
Norman J. Patinkin
/s/ Jack A. Smith Director
---------------------------
Jack A. Smith
/s/ Daniel H. Levy Director
---------------------------
Daniel H. Levy
/s/ Richard K. Berkowitz Director
---------------------------
Richard K. Berkowitz
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EXHIBIT INDEX
The following documents are filed herewith or incorporated herein by
reference.
Exhibit
No. Description
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5 Opinion of Sidley & Austin.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Sidley & Austin (contained in Exhibit 5 hereto).
24 Powers of Attorney (contained on the signature page hereto).
99 1997 Long-Term Incentive Plan, as amended.
5
