<PAGE>
As filed with the Securities and Exchange Commission on January 12, 2001.
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------
HARRY'S FARMERS MARKET, INC.
(Exact Name of Issuer as Specified in its Charter)
Georgia 58-2037452
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1180 Upper Hembree Road
Roswell, Georgia 30076
(770) 667-8878
(Address, including zip code, and telephone number of Principal Executive
Offices)
HARRY'S FARMERS MARKET, INC. 2000 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
HARRY A. BLAZER Copy to:
President and Chief Executive Officer JOHN L. LATHAM
Harry's Farmers Market, Inc. Alston & Bird LLP
1180 Upper Hembree Road One Atlantic Center
Roswell, Georgia 30076 1201 West Peachtree Street, NW
(770) 667-8878 Atlanta, Georgia 30309-3424
(Name, address, including zip code, and (404) 881-7915
telephone number, including area code, of
agent for service)
_______________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================
Proposed Proposed Amount of
Title of Securities Amount to Maximum Maximum Registration Fee
to be Registered be Registered (1) Offering Price Aggregate
Per Unit (2) Offering Price (2)
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, no 250,000 $0.3906 $97,650.00 $24.42
par value
------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also includes an indeterminate number of additional shares that
may become issuable pursuant to the antidilution adjustment provisions of
the Plan.
(2) Estimated solely for purposes of determining the registration fee, pursuant
to Rule 457(h) and based on the average of the high and low prices of the
registrant's class A common stock reported on the Nasdaq Stock Market on
January 10, 2001.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(a) The documents constituting Part I of this Registration Statement
will be sent or given to participants in the Plan as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended.
(b) Upon written or oral request, we will provide, without charge, the
documents incorporated by reference in Item 3 of Part II of this Registration
Statement. The documents are incorporated by reference in the Section 10(a)
prospectus. We will also provide, without charge, upon written or oral request,
other documents required to be delivered pursuant to Rule 428(b). Requests for
the above mentioned information, should be directed to Harry A. Blazer,
President and Chief Executive Officer, at (770) 667-8878.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Harry's Farmers Market, Inc. (File No.
000-21486) with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated herein by reference and are deemed to be a part hereof
from the date of the filing of such documents:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
February 2, 2000;
(2) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since February 2, 2000;
(3) The description of common stock contained in the Company's Registration
Statement filed under Section 12 of the Exchange Act, including all amendments
or reports filed for the purpose of updating such description; and
(4) All other documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered have been sold or that deregisters all securities that remain
unsold.
Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this Registration Statement to the extent that a statement contained herein
or in any subsequently filed document which also is, or is deemed to be,
incorporated herein by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
<PAGE>
Item 4. Description of Securities. Not Applicable.
Item 5. Interests of Named Experts and Counsel. The legality of the common
stock registered hereby has been passed upon by Alston & Bird LLP, counsel to
the Company.
Item 6. Indemnification of Directors and Officers
As provided under Georgia law, the Company's Articles of Incorporation
provide that a director shall not be personally liable to the Company or its
shareholders for monetary damages for breach of duty of care or any other duty
owed to the Company as a director, except that such provision shall not
eliminate or limit the liability of a director (a) for any appropriation, in
violation of his duties, of any business opportunity of the Company, (b) for
acts or omissions that involve intentional misconduct or a knowing violation of
law, (c) for unlawful corporate distributions, or (d) for any transaction from
which the director received an improper personal benefit.
Article VI of the Company's By-Laws provides that the Company shall
indemnify a director who has been successful in the defense of any proceeding to
which he was a party or in defense of any claim, issue or matter therein because
he is or was a director of the Company, against reasonable expenses incurred by
him in connection with such defense.
The Company By-Laws also provide that the Company is required to indemnify
any director, officer, employee or agent made a party to a proceeding because he
is or was a director, employee or agent against liability incurred in the
proceeding if he acted in a manner he believed in good faith to be in or not
opposed to the best interests of the Company and, in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful.
Determination concerning whether or not the applicable standard of conduct has
been met can be made by (a) a disinterested majority of the Board of Director,
(b) a majority of a committee of disinterested directors, (c) independent legal
counsel, or (d) an affirmative vote of a majority of shares held by
disinterested stockholders. No indemnification may be made to or on behalf of a
director, officer, employee or agent (i) in connection with a proceeding by or
in the right of the Company in which such person was adjudged liable to the
Company or (ii) in connection with any other proceeding in which such person was
adjudged liable on the basis that personal benefit was improperly received by
him.
The Company may, if authorized by its shareholders by a majority of votes
that would be entitled to be case in a vote to amend the Company's Articles of
Incorporation, indemnify or obligate itself to indemnify a director, officer,
employee or agent made a party to a proceeding, including a proceeding brought
by or in the right of the Company.
Item 7. Exemption from Registration Claimed. Not Applicable.
<PAGE>
Item 8. Exhibits/1/
Exhibit Number Description
-------------- -----------
4.1.1 Articles of Incorporation of HFM, Inc. (Form S-1
Exhibit 3.2)
4.1.2 Articles of Amendment to Articles of Incorporation
(Form S-1 Exhibit 3.2)
4.1.3 Articles of Amendment to Articles of Incorporation
(1/30/95 8-K Exhibit 3(I).2)
4.2 Bylaws of HFM, Inc. (Form S-1 Exhibit 3.3)
4.3 Harry's Farmers Market, Inc. 2000 Long-Term Incentive
Plan
5 Opinion of Counsel.
23.1 Consent of Counsel (included in Exhibit 5).
23.2 Consent of Independent Public Accountants.
24 Power of Attorney (included on signature page).
Item 9. 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 this 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 this
Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
-----------------
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic
_________________________________
/1/ Exhibits are numbered in accordance with Item 601 of Regulation S-K.
<PAGE>
reports filed with or furnished to the Commission by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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 being 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 Section 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 this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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 in Item 6 of this
Part II, 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 Act 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.
(Signatures on Following Page)
<PAGE>
SIGNATURES
----------
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Harry's Farmers Market, Inc., 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 Atlanta, State of
Georgia, on January 11, 2001.
HARRY'S FARMERS MARKET, INC.
By: /s/ Harry A. Blazer
---------------------------------
Harry A. Blazer
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Harry A. Blazer and John L. Latham, and each of
them (with full power in each to act alone), as 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 or 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 attorneys-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
in and about the premises, 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 the, or their or his 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 as of January 11, 2001.
Signatures Title
------------ -----
/s/ Harry A. Blazer Director, President and
--------------------------- Chief Executive Officer
Harry A. Blazer (Principal Executive Officer)
/s/ Barbara Worrell Principal Financial and Accounting Officer
---------------------------
Barbara Worrell
/s/ Peter E. Barr Director
---------------------------
Peter E. Barr
/s/ Robert C. Glustrom Director
---------------------------
Robert C. Glustrom
Director
---------------------------
Donald M. Pamenter
/s/ Charles Sapp Director
---------------------------
Charles W. Sapp
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
-------------- -----------
*4.1.1 Articles of Incorporation of HFM, Inc. (Form S-1 Exhibit 3.2).
*4.1.2 Articles of Amendment to Articles of Incorporation (Form S-1
Exhibit 3.2).
*4.1.3 Articles of Amendment to Articles of Incorporation (1/30/95 8-
K Exhibit 3(I).2).
*4.2 Bylaws of HFM, Inc. (Form S-1 Exhibit 3.3).
4.3 Harry's Farmers Market, Inc. 2000 Long-Term Incentive Plan
5 Opinion of Counsel.
23.1 Consent of Counsel (included in Exhibit 5).
23.2 Consent of Independent Public Accountants.
24 Power of Attorney (included on signature page).
* Incorporated by reference.
