<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 1996
REGISTRATION NO. 333-
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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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JUST FOR FEET, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ALABAMA 63-0734234
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
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153 CAHABA VALLEY PARKWAY NORTH
BIRMINGHAM, ALABAMA 35124
(205) 403-8000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
HAROLD RUTTENBERG
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
153 CAHABA VALLEY PARKWAY NORTH
BIRMINGHAM, ALABAMA 35124
(205) 403-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
ARTHUR JAY SCHWARTZ, ESQ. SMITH, JOEL J. HUGHEY, ESQ. ALSTON & BIRD ONE
GAMBRELL & RUSSELL 3343 PEACHTREE ATLANTIC CENTER 1201 WEST PEACHTREE
ROAD, N.E., SUITE 1800 ATLANTA, STREET ATLANTA, GEORGIA 30309 (404)
GEORGIA 30326 (404) 264-2620 881-7000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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]^ 333-05033
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. [_]
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$.0001
per share............ 345,000 shares $51.38 $17,726,100 $6,113
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</TABLE>
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(1) Includes 45,000 shares subject to the Underwriters' over-allotment option.
(2) Estimated solely for the purpose of calculating the filing fee pursuant to
Rule 457(c) under the Securities Act of 1933.
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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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<PAGE>
INCORPORATION BY REFERENCE
The contents of the Registration Statement on Form S-3, Registration Number
333-05033 are hereby incorporated by reference.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUND 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 BIRMINGHAM, STATE OF ALABAMA, ON THIS 13TH DAY OF
JUNE, 1996.
Just For Feet, Inc.
By: /s/ Robert C. Wabler
----------------------------------
Robert C. Wabler
Executive Vice President and Chief
Financial Officer
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.
SIGNATURES TITLE DATE
/s/ Harold Ruttenberg Chairman of the Board ofJune 13, 1996
- ------------------------------------- Directors, President
HAROLD RUTTENBERG and Chief Executive
Officer (Principal
Executive Officer)
/s/ Robert C. Wabler Executive Vice June 13, 1996
- ------------------------------------- President, Chief
ROBERT C. WABLER Financial Officer and
Director (Principal
Financial and
Accounting Officer)
* Director June 13, 1996
- -------------------------------------
MICHAEL P. LAZARUS
* Director June 13, 1996
- -------------------------------------
BART STARR, SR.
* Director June 13, 1996
- -------------------------------------
RANDALL L. HAINES
Director June , 1996
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DAVID F. BELLET
*By: /s/ Robert C. Wabler
--------------------------------
ROBERT C. WABLER
AS ATTORNEY-IN-FACT
II-4
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EXHIBIT INDEX
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<CAPTION>
S-K REFERENCE
NUMBER DESCRIPTION PAGE
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<C> <S> <C>
5 Opinion of Smith, Gambrell & Russell.
23.1 Consent of Deloitte & Touche LLP.
</TABLE>
<PAGE>
Exhibit 5
June 13, 1996
Board of Directors
Just For Feet, Inc.
153 Cahaba Valley Parkway North
Birmingham, Alabama 35124
RE: Just For Feet, Inc.
Registration Statement on Form S-3
345,000 Shares of Common Stock
------------------------------
Gentlemen:
This opinion is given in connection with the filing, with the Securities and
Exchange Commission ("SEC"), pursuant to Rule 462(b) under the federal
Securities Act of 1933, as amended (the "Act") by Just For Feet, Inc., a
corporation organized and existing under the laws of the State of Alabama (the
"Company"), of a Registration Statement on Form S-3 (the "Registration
Statement") for registration pursuant to the Act of 345,000 shares of the
Company's Common Stock, $0.0001 par value to be sold by the Company (the
"Shares").
In connection therewith, we have examined the following:
(1) The Articles of Incorporation of the Company, as amended, certified by the
Secretary of State of the State of Alabama;
(2) The By-Laws of the Company, certified as complete and correct by the
Secretary of the Company;
(3) The minute book of the Company, certified as correct and complete by the
Secretary of the Company;
(4) Certificate of Good Standing with respect to the Company, issued by the
Secretary of State of the State of Alabama; and
(5) The Registration Statement.
<PAGE>
Board of Directors
Just For Feet, Inc.
June 13, 1996
Page 2
Based upon such examination and upon examination of such other instruments and
records as we have deemed necessary, we are of the opinion that:
(A) The Company has been duly incorporated under the laws of the State of
Alabama and is validly existing and in good standing under the laws of that
state.
(B) The Shares have been legally authorized by the Company and when sold in
accordance with the terms described in said Registration Statement, will be
validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm under the caption "Legal Matters" in
the Prospectus. In giving this consent, we do not thereby admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Sincerely,
SMITH, GAMBRELL & RUSSELL
/s/ Arthur Jay Schwartz
---------------------------------
Arthur Jay Schwartz
AJS/dkaw
66135
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Just For Feet, Inc. on Form S-3 of our report dated April 12, 1996 appearing
in the Annual Report on Form 10-K of Just For Feet, Inc. and subsidiaries for
the year ended January 31, 1996 and incorporated by reference in the
Registration Statement (Form S-3 No. 333-05033) of Just For Feet, Inc. filed
with the Securities and Exchange Commission pursuant to the Securities Act of
1933.
/s/ Deloitte & Touche LLP
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DELOITTE & TOUCHE LLP
Birmingham, Alabama
June 13, 1996
