As filed with the Securities and Exchange Commission on June 15, 1998
Registration No. 333- .
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
JumboSports Inc.
(Exact name of registrant as specified in its charter)
Florida
(State of other jurisdiction of incorporation or organization)
52-1643157
(I.R.S. Employer
Identification Number)
4701 W. Hillsborough Ave.
Tampa, Florida 33614
(813) 886-9688
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
------------
Louis Timchak
General Counsel
JumboSports Inc.
4701 W. Hillsborough Ave.
Tampa, Florida 33614
(813) 886-9688
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
------------
Copies to:
David C. Shobe, Esq.
Fowler, White, Gillen, Boggs, Villareal and Banker, P.A.
501 East Kennedy Boulevard, Suite 1700
Tampa, Florida 33602
------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
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 ("Securities Act"), 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, 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.
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Each Class of to be Price Per Offering Registration
Securities to be Registered Registered Share(1) Price(1) Fee
- --------------------------- ---------- -------- -------- -----------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share(2) 86,600 shares $1.0625 $92,012.50 $ 27.14
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based upon the closing sale price of the Common Stock
on the New York Stock Exchange on June 12, 1998.
(2) Includes the Common Stock purchase rights associated with the Common Stock.
</FN>
</TABLE>
2
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS
86,600 Shares
JumboSports Inc.
Common Stock
This Prospectus relates to 86,600 shares (the "Shares") of common stock,
par value $0.01 per share (the "Common Stock"), of JumboSports Inc. (the
"Company") held by the following former and current officers of the Company:
Stephen Bebis, Michael Henning and Raymond Springer (the "Selling
Stockholders"). The Selling Stockholders acquired the shares in connection with
their employment with the Company. See "Selling Stockholders -- Shares Covered
by this Prospectus." The Shares are being registered for distribution by the
Selling Stockholders (the "Distribution"). See "Plan of Distribution." The
Company will not receive any of the proceeds from the sale of Shares by the
Selling Stockholders.
The Company has agreed to bear all out-of-pocket expenses incurred in
connection with registration of the Shares, which expenses are expected to be
approximately $6,000.00. In addition, the Selling Stockholders have agreed to
indemnify the Company, and the Company has agreed to indemnify them against
certain civil liabilities, including liabilities under the Securities Act of
1933, as amended.
The Company Common Stock is listed on New York Stock Exchange ("NYSE") and
is quoted under the symbol "JSI." On June 12, 1998, the last reported sale price
for the Company Common Stock as reported on the New York Stock Exchange
Composite Tape was $1.06 per share. Sale of the Shares by the Selling
Stockholders may be made on one or more exchanges, in the over-the-counter
market, or otherwise in one or more transactions at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. See "Plan of Distribution."
See "Risk Factors" beginning at page 5 for a
discussion of certain factors that should be
considered by potential investors.
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 June 12, 1998
3
<PAGE>
FORWARD-LOOKING STATEMENTS
This Prospectus includes and incorporates by reference certain
forward-looking statements based on current plans and expectations of the
Company, relating to, among other matters, analyses, and estimates of amounts
that are not yet determinable. Such forward-looking statements are contained in
the sections entitled "The Company", "Risk Factors," and other sections of this
Prospectus (including documents incorporated herein by reference; see
"Incorporation of Certain Documents by Reference"). Such statements involve
risks and uncertainties which may cause actual future activities and results of
operations to be materially different from those suggested in this Prospectus,
including, among others, the risks and uncertainties present in the sporting
goods industry in general, including but not limited to, fluctuations in
customer demand (seasonal or otherwise), contracts, contract disputes, contract
modifications, contract renewals and nonrenewals, and the operational challenges
of having fully trained staff, having computer and telephonic supported
operations, managing turnover of key employees and maintenance of outsourced
services to Company performance standards, as well as other factors described
elsewhere in this Prospectus. See "Risk Factors."
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and at its regional offices located at 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661, and Seven World Trade Center, Suite 1300,
New York, New York 10048, or through the World Wide Web (http://www.sec.gov.)
The Company's Common Stock is listed on the NYSE, and such reports, proxy
statements and other information concerning the Company are available for
inspection and copying at the offices of the NYSE, 20 Broad Street, New York,
NY, 10005.
The Company has filed a Registration Statement on Form S-3 (the
"Registration Statement") with the Commission under the Securities Act of 1933,
as amended, in respect of the Common Stock offered hereby. For purposes of this
Prospectus, the term "Registration Statement" means the initial Registration
Statement and any and all amendments thereto. This Prospectus omits certain
information contained in the Registration Statement as permitted by the rules
and regulations of the Commission. For further information with respect to the
Company and the Common Stock offered hereby, reference is made to the
Registration Statement, including the exhibits thereto. Statements contained
herein concerning the contents of any document are not necessarily complete, and
in each instance, reference is made to the copy of such document filed with the
Commission as an exhibit to the Registration Statement. Each such statement is
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company (File No.
1-13322) are incorporated in this Prospectus by reference: (a) the Company's
Annual Report on Form 10-K for the fiscal year ended January 30, 1998; (b) the
Company's Quarterly Report on Form 10-Q for the quarter ended May 1, 1998; (c)
all other reports and other documents filed by the Company pursuant to Sections
13(a) or 15(d) of the Exchange Act since January 30, 1998; and (d) all documents
filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Shares offered hereby.
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 part of this Prospectus.
4
<PAGE>
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or verbal request of such person, a copy
of any or all of the documents 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 should be directed to Louis Timchak, Secretary and General Counsel,
JumboSports Inc., 4701 W. Hillsborough Ave., Tampa, Florida 33614, telephone
number (813) 886-9688.
5
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information appearing elsewhere in this
Prospectus.
JumboSports Inc.
JumboSports Inc. (the "Company") is a specialty retailer of quality
name-brand sporting equipment, athletic footwear and apparel, operating 59
big-box sporting goods superstores in 48 markets and 23 states.
The Company's principal executive offices are located at 4701 W.
Hillsborough Ave., Tampa, Florida 33614, and its telephone number is (813)
886-9688.
<TABLE>
<CAPTION>
The Offering
<S> <C>
Selling Stockholders Stephen Bebis, Michael Henning and Raymond Springer
Shares Distributed 86,600 Shares
Transfer Agent ChaseMellon Shareholder Services, LLC
450 West 33rd Street, New York, NY 10001
Manner of Distribution The Shares may be sold by the Selling Stockholders in
one or more transactions on the NYSE, or other exchanges,
at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated
prices or at fixed prices. The Selling Stockholders
may effect such transactions through broker-dealers,
who will receive compensation in the form of discounts
or commissions from the Selling Stockholders and/or the
purchaser of the shares. The Shares are being sold on a
delayed or continued basis pursuant to Rule 415 until
such time when the Selling Stockholders elect to
effect their sale. See "Plan of Distribution."
Transferability of Shares The Shares of Company Common Stock distributed by the Selling
Stockholders pursuant to the Distribution will be freely
transferable, except for shares received by persons who may be
deemed to be "affiliates" of the Company. See "Plan of
Distribution."
Trading and Listing The Company Common Stock is traded on
the New York Stock Exchange under the symbol "JSI".
</TABLE>
6
<PAGE>
RISK FACTORS
Investors should carefully consider the following information in addition
to the other information contained in this Prospectus in evaluating an
investment in the shares of Common Stock offered hereby.
This Prospectus contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including those set forth in the following risk factors and elsewhere in this
Prospectus.
Competition
The Company faces intense competition for customers and for suitable store
locations from a variety of retailers. The Company competes with traditional and
specialty sporting goods retailers (regional chains, specialty stores, local
operators, pro shops and mail order companies), mass merchandisers (discount
stores and department stores) and other large format sporting goods retailers
(warehouse and superstore operators). Some of these competitors have
substantially greater resources than the Company. The Company currently competes
directly with large format competitors in approximately 66% of its geographic
markets. This percentage is expected to increase over time.
Seasonality
The Company's business is seasonal in nature, with its highest sales levels
and operating profitability historically occurring during the fiscal fourth
quarter, which includes the Christmas selling season. The fourth quarter
typically represents approximately 30% of sales for a JumboSports store that is
open for the entire year. Any substantial decrease in sales for such period
could have a material adverse effect on the Company's profitability.
Vendor Relationships
The Company purchases from over 1,000 vendors. In fiscal 1997, the one
hundred highest volume vendors represented over 70% of total merchandise
purchased. Nike, Inc., the Company's largest vendor, accounted for 12.6% of
total merchandise purchased. The Company does not maintain any long-term or
exclusive commitments or arrangements to purchase from any vendor. Although the
Company believes that current relationships with its vendors are good, any major
disruption in its vendor relationships could negatively impact the operations of
the Company.
Economic Conditions
The retail sporting goods industry is dependent upon the economic
environment and the level of consumer spending. Past economic downturns have
negatively impacted the Company's sales and profit margins. There can be no
assurance that a prolonged economic recession would not have a material adverse
effect on the Company.
Recent Management Changes
The Company's management changed in fiscal 1996 and then again in the
fourth quarter of fiscal 1997, when Mr. Jack E. Bush, then a member of the Board
of Directors, was named Chairman of the Board and Chief Executive Officer. There
can be no assurance that new management will be successful in implementing
profitable operating strategies for the Company.
7
<PAGE>
Significant Borrowings
In connection with its operating strategy and growth, the Company has
incurred significant indebtedness with relatively short-term repayment schedules
under its primary credit facility (the "Line of Credit"). The Company's Line of
Credit is a $180 million revolving credit facility which matures in May 1999 and
contains customary events of default and a number of customary covenants,
including restriction on liens and sales of assets, prohibitions on dividends
and certain changes in control, and maintenance of certain financial ratios. At
January 30, 1998, the Company's total indebtedness under the Line of Credit was
approximately $174.0 million. The Company's borrowing under the Line of Credit
bears interest, at the Company's option, at the lender's prime rate plus 2%, or
at LIBOR plus 3%.
In addition, as of January 30, 1998, the Company had $2.8 million of
long-term capital lease obligations, $85.0 million of long-term mortgage
obligations and $74.8 million of 4-1/4% Convertible Subordinated Notes due in
the year 2000.
Recent Performance and Store Closings
Sales for fiscal 1997 decreased 15.3% compared to sales in the previous
year, with same store sales decreasing by 14.3% for fiscal 1997. During fiscal
1997, the Company also announced the closing of 26 stores in 13 states. While
the Company continues to target promising locations in new markets (two new
stores scheduled to open in fiscal 1998), there is no assurance that sales will
increase in fiscal 1998, that any additional stores will be opened in the
future, or that no further store closings will be undertaken.
Shares Eligible for Future Sale
Sales of substantial amounts of the Company Common Stock in the public
market under Securities Act Rule 144 ("Rule 144") or otherwise, or the
perception that such sales could occur, may adversely affect prevailing market
prices of the Company Common Stock and could impair the future ability of the
Company to raise capital through an offering of its equity securities. In
addition, a stockholder owning approximately 2,793,914 shares has the right to
have its shares of the Company Common Stock included in future registered public
offerings of the Company Common Stock.
Legal Proceedings
The Company is from time to time involved in routine litigation incidental
to the conduct of its business. The Company believes that no such currently
pending routine litigation to which it is a party will have a material adverse
effect on its financial condition or results of operations.
In October 1997, the Company announced that it was terminating its
relationship with AMR Services Corporation ("AMR Services") for the operation of
the Company's warehouse facility in Nashville, Tennessee. On October 10, 1997,
the Company instituted litigation against AMR Services in the United States
District Court, Middle District of Florida, seeking damages, a declaratory
judgment, and injunctive relief for fraud in the inducement and breach of an
agreement to provide third-party logistic services at the warehouse facility. In
its complaint, the Company alleges that AMR Services misrepresented its
experience in the warehouse management industry and mismanaged the Nashville
facility. The Company is preliminarily seeking damages from AMR Services in
excess of $27 million. At the current time, very little discovery has been
completed and an evaluation of the likelihood of success in the litigation
cannot be made. AMR has filed a counterclaim in this action seeking damages in
excess of six million dollars for breach of contract and negligent
misrepresentation.
On October 11, 1997, AMR Services instituted litigation in Tennessee state
court alleging breach of contract arising from the Company's termination of the
third-party logistics agreement. In this action, AMR Services has also sought
possession of certain records and computer data which were generated at the
warehouse facility. This case has been removed to the United States District
Court, Middle District of Tennessee. AMR Services is seeking damages of
approximately $1,686,000. The parties recently filed a joint stipulation which
would result in the dismissal of this action and pursuit of all claims in the
Middle District of Florida action. All damages previously sought in this action
are now included in the six million dollar claim in the Florida lawsuit.
8
<PAGE>
THE COMPANY
JumboSports is a specialty retailer of quality name brand sporting
equipment, athletic footwear and apparel, operating big-box sporting goods
superstores in various markets across the country.
On February 14, 1997, the Company (which prior to such date was
incorporated in Delaware under the name "Sports & Recreation, Inc.") was merged
into a wholly owned subsidiary organized under Florida law. The purpose of such
merger was to change the Company's corporate domicile to Florida. Also on
February 14, 1997, the Company changed its corporate name from Sports &
Recreation, Inc. to JumboSports Inc.
The Company's business strategy is to offer its customers the best overall
value in sporting goods through a wide assortment of quality name brand
merchandise, superior customer service and competitive prices.
SELLING STOCKHOLDERS-SHARES COVERED BY THIS PROSPECTUS
The following table sets forth certain information regarding the beneficial
ownership of the Company Common Stock as of May 29, 1998 and as adjusted to
reflect the Distribution. Mr. Bebis was Chairman of the Board, Chief Executive
Officer and President of the Company from February 1996 until December 1997,
when he terminated his employment with the Company. Messrs. Springer and Henning
currently serve the Company as Executive Vice President and Chief Financial
Officer, and Senior Vice President of Human Resources, respectively.
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior Owned After
to Offering(1) Shares Offering(1)(2)
------------------- Being ------------------
Number Percent Offered Number Percent
------ ------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
Stephen Bebis 50,000 * 50,000 0 0.0%
Raymond P. Springer 92,000 * 30,000 62,000(2) *
Mike Henning 7,427 * 6,600 827(2) *
<FN>
* Less than one percent.
(1) Assumes the distribution of all of the Shares offered hereby.
(2) As of the close of business on May 29, 1998, Mr. Henning who is Senior Vice
President of Human Resources beneficially owned 7,427 shares of Company
Common Stock. As of May 29, 1998, Mr. Springer, who is the Company's Chief
Financial Officer, beneficially owned 92,000 shares of Company Common
Stock, including all currently exercisable stock options. The shares being
registered hereby are only those shares purchased by them pursuant to stock
purchase provisions, in conjunction with stock purchase assistance loans
provided by the Company, contained in these officers' respective employment
agreements.
</FN>
</TABLE>
9
<PAGE>
The Company has agreed to indemnify the Selling Stockholders, and the
Selling Stockholders have agreed to indemnify the Company against certain
liabilities, including liabilities under the Securities Act of 1933, as amended,
in connection with the distribution of the Shares offered by this Prospectus.
The Company will pay the expenses incurred in connection with the
preparation and filing of this Prospectus and the related Registration
Statement.
USE OF PROCEEDS
The proceeds from the sale of the Shares to which this Prospectus relates
will be received by the Selling Stockholders.
No cash or other proceeds will be received by the Company as a result of
the Distribution.
PLAN OF DISTRIBUTION
The Shares may be sold by the Selling Stockholders in one or more
transactions on the NYSE or other exchanges. Such transactions may be effected
by the Selling Stockholders at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, at negotiated prices or at
fixed prices. The Selling Stockholders may effect such transactions through
broker-dealers immediately upon effectiveness of the Registration Statement, or
on a delayed or continued basis pursuant to Rule 415 until such time as the
Selling Stockholders elect to effect their sales. The Shares of Company Common
Stock distributed by the Selling Stockholders pursuant to the Distribution will
be freely transferable, except for Shares received by persons who may be deemed
to be "affiliates" of the Company.
DESCRIPTION OF COMMON STOCK AND OTHER SECURITIES OF THE COMPANY
General
The Company's authorized capital stock consists of 100,000,000 shares of
Common Stock, par value of $0.01 per share, all of the same class, of which
20,392,873 were issued and outstanding as of March 27, 1998. The Company has
also issued Stock Purchase Rights (the "Rights") which attach to and trade with
the Common Stock, each such Right entitling the holder to purchase an additional
share of Common Stock. In addition, the Company has issued and outstanding 4
1/4% Subordinated Convertible Notes due on November 1, 2000 which, at the
holder's option may be convertible into Common Stock of the Company up to five
business days prior to the redemption date.
The following summary does not purport to be complete and is subject in all
respects to applicable Florida law and the Company's Articles of Incorporation
and Bylaws, as amended.
10
<PAGE>
Common Stock
The Company's authorized capital stock consists of 100,000,000 shares of
Common Stock, par value of $0.01 per share, all of the same class, of which
20,392,873 were issued and outstanding as of March 27, 1998. Holders of Shares
of Common Stock are entitled to one vote per share for election of directors and
all matters submitted a vote of the Company's stockholders. The Board of
Directors is classified into three separate classes, each with approximately
equal number of Directors, to hold term for three years. All shares of Common
Stock vote equally for the Directors who are up for election in any given year.
The Company's Articles of Incorporation does not provide for cumulative voting
rights in the election of directors. The holders of shares of Common Stock are
entitled to share ratably in such dividends as may be declared by the Board of
Directors and paid by the Company out of funds legally available therefor. In
the event of dissolution, liquidation or winding up of the Company, holders of
shares if Common Stock are entitled to share ratably in assets remaining after
payment of all liabilities and liquidation preferences, if any. Holders of
shares of Common Stock have no redemptive, subscription, redemption or
conversion rights. The outstanding shares of Common Stock of the Company are
duly authorized, validly issued, fully paid and nonassessable. The Company's
Common Stock is listed on the NYSE under the symbol "JSI".
Rights to Purchase Common Stock
The description of the Rights to Purchase Common Stock is set forth under
the caption "Description of Securities to be Registered" in the Registration
Statement on Form 8-A of Sports & Recreation, Inc. (the "Predecessor") filed on
June 19, 1996, and such section is hereby incorporated herein by reference.
Since that filing, however, the Company has merged into a Florida corporation
which was a wholly owned subsidiary of the Predecessor, and Articles of Merger
where filed with the State of Florida on February 14, 1997. The Company, as the
surviving corporation, changed its name to JumboSports Inc. and is now governed
by Florida law.
4 1/4% Convertible Subordinated Notes Due 2000:
The description of the Subordinated Notes is set forth under the caption
"Description of Notes: contained in the Registrant's Registration Statement on
Form S-3 of Sports & Recreation, Inc. filed on October 15, 1993, (File number
33-70364) and such section is incorporated herein by reference. However, since
that filing the Subordinated Notes have been listed on the NYSE and the Company
has merged into a Florida corporation which was a wholly owned subsidiary of the
Predecessor, as stated in the above paragraph. Accordingly, the Company is now
governed by Florida law.
Florida Law and Indemnification of Directors and Officers
The Company is subject to the provisions of Section 607 of the Florida
Business Corporation Act ("FBCA"). The Bylaws provide that the Company shall
indemnify its directors, officers, employees and agents to the maximum extent
and under all circumstances permitted by the FBCA. The Company believes that
these provisions will assist the Company in attracting and retaining qualified
individuals to serve as directors and officers.
In addition, the Company has entered into Indemnity Agreements with its
directors and executive officers providing for indemnification of the fullest
extent permitted by law. The Indemnity Agreements also establish the presumption
that the director has met the applicable standard of conduct required for
indemnification. The agreements provide for litigation expenses to be advanced
to a director at his request provided that he undertake to repay the amount
advanced if it is ultimately determined that he is not entitled to
indemnification for such expenses. The Indemnity Agreements' indemnification
provisions applicable to a derivative suit provide for indemnification for
amounts paid in settlement and partial indemnification in the event that a
director is not entitled to full indemnification.
11
<PAGE>
EXPERTS
The consolidated financial statements of the Company as of January 30, 1998
and January 31, 1997, and for the years then ended, incorporated in this
Prospectus by reference to the Company's Annual Report on Form 10-K for the year
ended January 30, 1998, have been so incorporated in reliance upon the report of
Coopers & Lybrand L.L.P, independent accountants, given on the authority of said
firm as experts in auditing and accounting. The financial statements of the
Company as of January 28, 1996, and for the year then ended also incorporated by
reference to the Company's Annual Report on Form 10-K for the year ended January
30, 1998, 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.
LEGAL MATTERS
The validity of the Shares being offered hereby will be passed upon by
Fowler, White, Gillen, Boggs, Villareal and Banker, P.A. of Tampa, Florida.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The Florida Business Corporation Act grants each corporation organized
thereunder the power to indemnify its officers, directors, employees and agents
on certain conditions against liabilities arising out of any action or
proceeding to which any of them is a party by reason of being such officer,
director, employee or agent. The Company's Bylaws also provide for the
indemnification, to the fullest extent permitted by the Florida Business
Corporation Act, of such persons. 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 provision, the
Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.
12
<PAGE>
86,600 Shares
JumboSports Inc.
Common Stock
PROSPECTUS
June 12, 1998
13
<PAGE>
No dealer, salesperson or any other person has been authorized to give any
information or to make any representation other than those contained in this
Prospectus in connection with the offering herein contained, 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 buy
any security other than the registered securities to which it relates, or an
offer to or solicitation of 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 circumstance, create an implication
that there has been no change in the facts herein set forth since the date
hereof.
TABLE OF CONTENTS
Page
Available Information.................. 4
Incorporation of Certain Documents
by Reference.......................... 4
Prospectus Summary..................... 6
Risk Factors........................... 7
The Company............ ............... 9
Selling Stockholders-Shares Covered
by this Prospectus ................... 9
Use of Proceeds........................ 10
Plan of Distribution................... 10
Description of Common Stock and Other
Securities of the Company............. 10
Experts................................ 12
Legal Matters.......................... 12
Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities .......................... 12
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
<TABLE>
Estimated expenses for the sale of the shares of Common Stock are as
follows:
<S> <C>
SEC registration fee $ 27.14
Legal fees and expenses 3,000.00
Accounting fees and expenses 3,000.00
Printing and engraving expenses. 0,000.00
Miscellaneous fees and expenses 0,000.00
---------
Total $6,027.14
=========
</TABLE>
All such fees and expenses will be paid by the Company.
Item 15. Indemnification of Directors and Officers.
The Florida Business Corporation Act (the "FBCA") grants each corporation
organized thereunder the power to indemnify its officers, directors, employees
and agents on certain conditions against liabilities arising out of any action
or proceeding to which any of them is a party by reason of being such officer,
director, employee or agent. The FBCA permits a Florida corporation, with the
approval of its stockholders, to include within its certificate of incorporation
a provision eliminating or limiting the personal liability of its directors to
such corporation or its stockholders for monetary damages resulting from certain
breaches of the directors' fiduciary duty of care, both in suits by or on behalf
of the corporation and in actions by stockholders of the corporation.
The Company's Bylaws (the "Bylaws") include an Article which allows the
Company to take advantage of such provision of the FBCA. The Bylaws also provide
for the indemnification, to the fullest extent permitted by the FBCA, of
officers and directors of the Company. The Company currently maintains policies
of insurance under which the directors and officers of the Company are insured,
within the limits and subject to the limitations of the policies, against
certain expenses in connection with the defense of actions, suits or proceedings
to which they are parties by reason of being or having been such directors or
officers.
15
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Item 16. Exhibits and Financial Statement Schedules.
The following documents are filed as exhibits to this Registration
Statement:
5.1 - Opinion of Fowler, White, Gillen, Boggs, Villareal and Banker, P.A.
with respect to legality of the securities being registered.
23.1 - Consent of Fowler, White, Gillen, Boggs, Villareal and Banker, P.A.
(included in its opinion to be filed as Exhibit 5.1).
23.2 - Consent of Coopers & Lybrand L.L.P.
23.3 - Consent of Deloitte & Touche LLP
24.1 - Powers of Attorney of Directors and Executive Officers (included on
the Signature Pages of this Registration Statement).
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes 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 Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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."
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(c) 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 provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in 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 whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
17
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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 Tampa, State of Florida, on June 12, 1998.
JUMBOSPORTS INC
By: /s/ JACK E. BUSH
Jack E. Bush
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the directors and/or executive
officers of JumboSports Inc. whose signature appears below hereby appoints Jack
E. Bush and Raymond Springer, and each of them severally, as his
attorney-in-fact to sign in his name and behalf, in any and all capacities
stated below and to file with the Commission, any and all amendments, including
post-effective amendments to this registration statement, making such changes in
the registration statement as appropriate, and generally to do all such things
in their behalf in their capacities as officers and directors to enable
JumboSports Inc. to comply with the provisions of the Securities Act of 1933,
and all requirements of the Securities and Exchange Commission.
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.
Signature Title Date
- --------- ----- ----
/s/ JACK E. BUSH Chairman of the Board, Chief June 12, 1998
Jack E. Bush Executive Officer and Director
(Principal Executive Officer)
/s/ RAYMOND P. SPRINGER Executive Vice President and Chief June 12, 1998
Raymond P. Springer Financial Officer (Principal
Financial and Accounting Officer)
/s/ HAROLD F. COMPTON Director June 12, 1998
Harold F. Compton
/s/ R. DON MORRIS Director June 12, 1998
R. Don Morris
/s/ SAMUEL NORTHROP, JR. Director June 12, 1998
Samuel Northrop, Jr.
/s/ RONALD L. VAUGHN Director June 12, 1998
Ronald L. Vaughn
18
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EXHIBIT INDEX
Exhibit
No. Description
5.1 Opinion of Fowler, White, Gillen, Boggs, Villareal and Banker, P.A.
with respect to legality of the securities being registered.
23.1 Consent of Fowler, White, Gillen, Boggs, Villareal and Banker, P.A.
(included in its opinion to be filed as Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P
23.3 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney of Directors and Executive Officers (included on
the Signature Pages of this Registration Statement).
[LETTERHEAD OF FOWLER, WHITE , GILLEN, BOGGS, VILLAREAL AND BANKER, P.A.]
June 10, 1998
JumboSports Inc.
4701 West Hillsborough Avenue
Tampa, Florida 33614
Gentlemen:
We have acted as counsel for JumboSports Inc. (the "Company") in connection
with the Registration Statement on Form S-3 dated as of June 12, 1998 (the
"Registration Statement"), filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), relating to
86,600 shares of the Company's Common Stock, $.01 par value (the "Common
Stock"), consisting solely of shares to be sold by certain shareholders (the
"Selling Shareholders"). In this connection we have examined the Registration
Statement and the original or certified copies of the Articles of Incorporation
of the Company and all amendments thereto, its Bylaws, the corporate records of
the Company to the date hereof, certificates of public officials and such other
documents, records and materials as we have deemed necessary in connection with
this opinion letter.
Based upon the foregoing, and in reliance upon information from time to
time furnished to us by the Company's officers, directors and agents, we are of
the opinion that the shares of Common Stock to be sold by the Selling
Shareholders have been duly and validly issued and are fully paid and
non-assessable. We understand that this opinion letter is to be used in
connection with the Registration Statement, and hereby consent to the filing of
this opinion letter with and as a part of the Registration Statement, and to the
reference to our firm in the Prospectus under the heading "Legal Matters." It is
understood that this opinion letter is to be used in connection with the offer
and sale of the aforesaid shares only while said Registration Statement is
effective and as it may be amended from time to time as contemplated by Section
10(a)(3) of the Securities Act.
Very truly yours,
FOWLER, WHITE, GILLEN, BOGGS,
VILLAREAL AND BANKER, P.A.
Consent of Independent Auditors
We consent to the incorporation by reference in the registration statement
of JumboSports Inc. on Form S-3 related to the 86,600 shares, of our report
dated April 10, 1998, on our audits of the consolidated balance sheet of
JumboSports Inc. and subsidiaries as of January 30, 1998 and January 31, 1997
and the related consolidated statements of operations, stockholders' equity and
cash flows for the two years in the period ended January 30, 1998, which report
is included in the annual report on Form 10-K. We also consent to the reference
to our firm under the caption, "Experts."
Coopers & Lybrand L.L.P.
Tampa, FL
June 12, 1998
Independent Auditors' Consent
We consent to the incorporation by reference in this Registration Statement
of JumboSports Inc. on Form S-3 relating to 86,600 shares of common stock of
JumboSports Inc. of our report dated March 22, 1996, appearing in the Annual
Report on Form 10-K of JumboSports Inc. for the year ending January 30, 1998.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
DELOITTE & TOUCHE LLP
Tampa, Florida
June 12, 1998
