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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 1996
REGISTRATION NO. 333-03653
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FRIEDMAN'S INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 5944 58-2058362
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer Identification
of incorporation or organization) Classification Code Number) Number)
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4 WEST STATE STREET
SAVANNAH, GEORGIA 31401
(912) 233-9333
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
BRADLEY J. STINN
CHAIRMAN OF THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER
FRIEDMAN'S INC.
4 WEST STATE STREET
SAVANNAH, GEORGIA 31401
(912) 233-9333
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:
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<S> <C>
M. HILL JEFFRIES JEFFREY M. STEIN
MARK F. MCELREATH KING & SPALDING
ALSTON & BIRD 191 PEACHTREE STREET
ONE ATLANTIC CENTER ATLANTA, GEORGIA 30303
1201 WEST PEACHTREE STREET (404) 572-4600
ATLANTA, GEORGIA 30309
(404) 881-7000
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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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
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: /X/ 333-03653
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: /X/
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES AMOUNT TO AGGREGATE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED(1) PRICE PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Class A Common Stock, $.01 par
value per share................. 230,000 $28.375 $6,526,250 $2,251
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(1) Includes 30,000 shares subject to the Underwriters' over-allotment option.
(2) Estimated solely for the purpose of determining the registration fee based
upon the average of the high and low prices of the Class A Common Stock
reported on the Nasdaq Stock Market's National Market on May 30, 1996.
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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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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INCORPORATION BY REFERENCE
The contents of the Registration Statement on Form S-3, Registration No.
333-03653 are hereby incorporated by reference.
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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 Savannah, and State of Georgia, on May 30, 1996.
FRIEDMAN'S INC.
By: /s/ BRADLEY J. STINN
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Bradley J. Stinn
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on May 30, 1996.
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<CAPTION>
SIGNATURE TITLE
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<C> <S>
/s/ BRADLEY J. STINN Chairman of the Board of Directors
- --------------------------------------------- and Chief Executive Officer
Bradley J. Stinn (Principal Executive Officer)
* Senior Vice President and
- --------------------------------------------- Chief Financial Officer
John G. Call (Principal Financial and Accounting
Officer)
* Director
- ---------------------------------------------
Sterling B. Brinkley
* Director
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Robert W. Cruickshank
* President and Chief Operating Officer and
- --------------------------------------------- Director
Robert S. Morris
* Director
- ---------------------------------------------
David B. Parshall
* Director
- ---------------------------------------------
Mark C. Pickup
*By: /s/ JOHN G. CALL
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John G. Call
Attorney-in-fact
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II-6
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EXHIBIT 5
May 30, 1996
Friedman's, Inc.
4 West State Street
Savannah, Georgia 31401
Ladies and Gentlemen:
This opinion is given in connection with the filing by Friedman's, Inc., a
corporation organized and existing under the laws of the State of Delaware (the
"Company"), of a Registration Statement on Form S-3 (the "Registration
Statement") with the Securities and Exchange Commission with respect to the
registration under Rule 462(b) the Securities Act of 1933, as amended, of
230,000 shares of the Company's Class A common stock $.01 par value ("Common
Stock"), being sold by the Company (the "Shares").
As counsel for the Company in connection with the sale of the Shares, we
have examined such corporate records and documents as we have deemed relevant
and necessary as the basis for the opinion set forth herein. In conducting our
examination, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such documents.
Based upon the foregoing, it is our opinion that the Shares have been duly
authorized and when issued and sold to the several underwriters as provided in
the Underwriting Agreement, between the Company and Montgomery Securities,
Goldman, Sachs & Co., Morgan Keegan & Company, Inc., and Morgan Schiff & Co.,
Inc., as Representatives of the several underwriters named in Schedule A thereto
the Shares will be validly issued, fully paid, and non-assessable by the Company
under the General Corporation Law of the State of Delaware as in effect on the
date hereof.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference made to our firm under the caption "Legal
Matters" in the Prospectus constituting part of the Registration Statement.
ALSTON & BIRD
By: /s/ M. HILL JEFFRIES
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A Partner
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Experts" and
"Selected Financial and Operating Data" in the Registration Statement (Form S-3)
and related Prospectus of Friedman's Inc. for the registration of 2,760,000
shares of its Class A Common Stock and to the incorporation by reference therein
of our report dated November 8, 1995, with respect to the consolidated financial
statements and schedule of Friedman's Inc. included in its Annual Report on Form
10-K for the year ended September 30, 1995, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Jacksonville, Florida
May 28, 1996
