<PAGE>
As filed with the Securities and Exchange Commission on June 21, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
JUST FOR FEET, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Alabama 63-0734234
-------------------------------------- ---------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
153 Cahaba Valley Parkway North
Birmingham, Alabama 35124
-------------------------------------------------
(Address of principal executive offices)
EMPLOYEE INCENTIVE STOCK OPTION PLAN
----------------------------------------------
(Full Title of the Plan)
Harold Ruttenberg, President
Just For Feet, Inc.
153 Cahaba Valley Parkway North
Birmingham, Alabama 35124
(205) 403-8000
-----------------------------------------------
(Name, address and telephone number, including
area code, of agent for service)
______________________________
Copies Requested to:
Arthur Jay Schwartz, Esq.
Smith, Gambrell & Russell
Suite 1800
3343 Peachtree Road, N.E.
Atlanta, Georgia 30326
(404) 264-2620
______________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share (1) Offering Price (1) Fee
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Options and
underlying shares 1,350,000 $51.81 $69,943,500 $24,118.45
of Common Stock Shares
- -------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low prices
of the Common Stock on the Nasdaq National Market on June 18, 1996.
=====================================================================================
</TABLE>
<PAGE>
This Registration Statement covers 1,350,000 additional shares of the $0.0001
par value Common Stock of Just For Feet, Inc. (the "Company") issuable pursuant
to the Company's Employee Incentive Stock Option Plan, for which a previously
filed Registration Statement on Form S-8 is effective. The contents of the
Company's earlier Registration Statement on Form S-8, File No. 33-80578, as
filed with the Securities and Exchange Commission on June 22, 1994 are
incorporated by reference.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------ ---------------------------------------
The documents listed below are hereby incorporated by reference into this
Registration Statement, and all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1996;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended April
30, 1996; and
(c) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, as filed with the Securities and
Exchange Commission, pursuant to the Securities Exchange Act of 1934, on March
4, 1994.
Item 6. Indemnification of Officers and Directors.
- ------ -----------------------------------------
Section 10-2B-8.51 of the 1994 Alabama Business Corporation Act (the
"Alabama Act") provides that a corporation may indemnify an individual made a
party to a proceeding because he is or was a director of the Company against
liability incurred in the proceeding if the individual conducted himself in good
faith and, in the case of conduct in his official capacity with the Company,
reasonably believed that his conduct was in the best interests of the Company
or, in all other cases that the conduct was at least not opposed to the best
interests of the Company, and, in the case of any criminal proceeding, he has no
reasonable cause to believe his conduct was unlawful. A corporation may not,
however, indemnify a director under section 8.51 of the Alabama Act (i) in
connection with a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation; or (ii) in connection with any
other proceeding charging improper personal benefit to the director in which the
director was adjudged liable on the basis that personal benefit was improperly
received by him.
Sections 10-2B-8.52 and 10-2B-8.56 of the Alabama Act provide that a
corporation shall indemnify a director or officer who was successful in the
defense of any proceeding, or of any claim, issue or matter in such proceeding,
where he was a party because he is or was a director or officer of the
corporation, against reasonable expenses incurred in connection therewith,
notwithstanding that he was not successful on any other claim, issue or matter
in any such proceeding.
II-1
<PAGE>
Sections 10-2B-8.53 and 10-2B-8.56(b) of the Alabama Act provide that a
corporation may pay for or reimburse the reasonable expenses incurred by a
director, officer, employee or agent of the corporation who is a party to a
proceeding in advance of final disposition of the proceeding if (i) such
individual furnishes the corporation a written affirmation of good faith belief
that he met the standard of conduct required for permissive indemnification set
forth in section 8.51 of the Alabama Act; (ii) such individual furnishes the
corporation a written undertaking to repay the advance if it is ultimately
determined that such person did not meet such standard of conduct or is not
otherwise entitled to indemnification under section 8.51 unless indemnification
is approved by the court under section 8.54; and (iii) a determination would not
preclude indemnification under the Alabama Act.
Article 11 of the Amended and Restated Certificate of Incorporation of Just
For Feet, Inc. provides that the Company shall indemnify every director or
officer against expenses and liabilities reasonably incurred by him in
connection with any claim, action, suit or proceeding to which he is a party by
reason of his being or having been a director or officer of the Company, or, at
the Company's request, a director, officer, employee or agent of any corporation
of which the Company is a shareholder or creditor, provided such director or
officer acted in good faith in what he reasonably believed to be the best
interest of the Company, and in addition, in any criminal action or proceeding,
had no reasonable cause to believe that his conduct was unlawful.
Item 8. Exhibits.
- ------- ---------
The following exhibits are filed with this Registration Statement.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------ ----------------------
<S> <C>
4.1 - Amendment No. 3 to the Just For Feet, Inc. Employee Incentive Stock Option Plan.
5.1 - Opinion of Smith, Gambrell & Russell.
23.1 - Consent of Deloitte & Touche LLP (included at page II-4 of this Registration Statement).
23.2 - Consent of Smith, Gambrell & Russell (contained in their opinion filed as Exhibit 5.1).
24.1 - Power of Attorney of Michael P. Lazarus.
24.2 - Power of Attorney of Randall L. Haines.
24.3 - Power of Attorney of David F. Bellet.
24.4 - Power of Attorney of Bart Starr, Sr.
24.5 - Power of Attorney of Robert C. Wabler.
</TABLE>
II-2
<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 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 section 15(d) of the
Securities Exchange Act of 1934 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 the time shall be deemed to be the initial bona fide offering thereof.
(h) 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 foregoing provisions, 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.
II-3
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment to Registration Statement No. 33-80578 of Just For Feet, Inc. on Form
S-8 regarding the Just For Feet, Inc. Employee Incentive Stock Option Plan of
our report dated April 12, 1996 appearing in the Annual Report on Form 10-K of
Just For Feet, Inc. for the year ended January 31, 1996.
DELOITTE & TOUCHE LLP
Birmingham, Alabama
June 18, 1996
II-4
<PAGE>
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 Birmingham, State of Alabama, on this 20th day of
June, 1996.
JUST FOR FEET, INC.
Date: June 20, 1996 By: /s/ Harold Ruttenberg
------------------------
Harold Ruttenberg, President,
Chief Executive Officer and Director
(Principal Executive Officer)
Date: June 20, 1996 By: *
------------------------
Robert C. Wabler, Executive
Vice President and Chief Financial
Officer (Principal Accounting and
Financial 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 and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Harold Ruttenberg Chairman of the Board June 20, 1996
- --------------------------- of Directors, President
Harold Ruttenberg and Chief Executive Officer
* Executive Vice President, June 20, 1996
- --------------------------- Chief Financial Officer
Robert C. Wabler and Director
* Director June 20, 1996
- ---------------------------
Michael P. Lazarus
(Signatures continued on next page)
II-5
<PAGE>
Signature Title Date
--------- ----- ----
* Director June 20, 1996
- ---------------------------
Bart Starr, Sr.
* Director June 20, 1996
- --------------------------
Randall L. Haines
* Director June 20, 1996
- --------------------------
David F. Bellet
*By: /s/ Harold Ruttenberg
--------------------------------
Harold Ruttenberg, pursuant to a
power-of-attorney filed as an
exhibit to this Registration Statement
II-6
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------ ----------------------
4.1 Amendment No. 3 to the Just For Feet, Inc. Employee Incentive
Stock Option Plan.
5.1 Opinion of Smith, Gambrell & Russell.
24.1 Power of Attorney of Michael P. Lazarus.
24.2 Power of Attorney of Randall L. Haines.
24.3 Power of Attorney of David F. Bellet.
24.4 Power of Attorney of Bart Starr, Sr.
24.5 Power of Attorney of Robert C. Wabler.
<PAGE>
EXHIBIT 4.1
AMENDMENT NO. 3
EMPLOYEE INCENTIVE STOCK OPTION PLAN
JUST FOR FEET, INC.
WHEREAS, the Board of Directors of Just for Feet, Inc. (the "Company")
has previously adopted, and the shareholders of the Corporation have approved,
the Employee Incentive Stock Option Plan, as amended (the "Plan") pursuant to
which options to purchase stock of the Corporation may be issued to eligible
directors, officers and key employees of the Corporation; and
WHEREAS, the Board of Directors of the Corporation deems it desirable
to amend the Plan so as to increase the number of shares available for issuance
pursuant to the exercise of options granted under the Plan;
NOW, THEREFORE, the Plan is amended upon the terms, and subject to
the conditions, set forth herein:
ARTICLE I
AMENDMENT TO PLAN
1.1 Section 4 of the Plan shall be amended by deleting such
section in its entirety and substituting therefor the following:
"4. SHARES RESERVED FOR PLAN. The shares of the Corporation's $.0001 par
------------------------
value common stock (the "Common Stock") to be sold to eligible employees
under the Plan may at the election of the Board of Directors be either
treasury shares or shares originally issued for such purpose. The maximum
number of shares which shall be reserved and made available for sale under
the Plan shall be Three Million (3,000,000). Any shares subject to an
option granted hereunder which for any reason expires or is terminated
unexercised may again be subject to an option under the Plan."
ARTICLE II
EFFECTIVE DATE OF AMENDMENT
2.1 The amendment effected hereby shall be effective for options granted
under the Plan to eligible employees on or after the date this amendment is
approved by the Board of Directors of the Corporation, subject to approval of a
majority of the shares of Common Stock of the Corporation entitled to vote
thereon represented in person and by proxy at a meeting of shareholders. In the
event shareholder approval of adoption of this amendment is not obtained within
twelve months of the date this amendment is approved by the Board of Directors
of the Corporation, then any option granted in the intervening period to
eligible employees shall be void.
<PAGE>
EXHIBIT 5.1
June 20, 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-8
1,350,000 Shares of $0.0001 par value Common Stock
Employee Incentive Stock Option Plan
------------------------------------
Gentlemen:
We have acted as counsel for Just For Feet, Inc. (the "Company") in connection
with the registration of 1,350,000 shares of its $0.0001 par value Common Stock
(the "Shares") reserved to the Company's Employee Incentive Stock Option Plan
(the "Plan"), pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, covering 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, including all exhibits thereto.
<PAGE>
Board of Directors
June 20, 1996
Page Two
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 covered by the Registration Statement have been legally
authorized and when issued 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 aforementioned
Registration Statement on Form S-8 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
<PAGE>
EXHIBIT 24.1
STATE OF ALABAMA
COUNTY OF SHELBY
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Michael P. Lazarus, a Director of JUST
FOR FEET, INC., an Alabama corporation, do constitute and appoint Harold
Ruttenberg and Robert C. Wabler, and each of them, my true and lawful attorneys-
in-fact and agents, each with full power of substitution and resubstitution, for
me in any and all capacities, to sign, on my behalf and in my stead pursuant to
the requirements of the Securities Act of 1933, the Registration Statement on
Form S-8 for JUST FOR FEET, INC., in connection with its Employee Incentive
Stock Option Plan, and to file the same with the Securities and Exchange
Commission, together with all exhibits thereto and other documents in connection
therewith, and to sign on my behalf and in my stead, in any and all capacities,
any amendments to said Registration Statement, incorporating such changes as the
said attorneys-in-fact deem appropriate, hereby ratifying and confirming all
that said attorneys-in-fact, or their substitute or substitutes, may do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 17th day of
June, 1996.
/s/ Michael P. Lazarus
---------------------------
Michael P. Lazarus
ACKNOWLEDGEMENT
---------------
BEFORE me this 17th day of June, 1996, came Michael P. Lazarus, personally
known to me, who in my presence did sign and seal the above and foregoing Power
of Attorney and acknowledged the same as his true act and deed.
/s/ James R. Beckett
----------------------------
NOTARY PUBLIC
State of California
My Commission Expires:
April 23, 1996
-----------------------------
<PAGE>
EXHIBIT 24.2
STATE OF ALABAMA
COUNTY OF JEFFERSON
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Randall L. Haines, a Director of JUST
FOR FEET, INC., an Alabama corporation, do constitute and appoint Harold
Ruttenberg and Robert C. Wabler, and each of them, my true and lawful attorneys-
in-fact and agents, each with full power of substitution and resubstitution, for
me in any and all capacities, to sign, on my behalf and in my stead pursuant to
the requirements of the Securities Act of 1933, the Registration Statement on
Form S-8 for JUST FOR FEET, INC., in connection with its Employee Incentive
Stock Option Plan, and to file the same with the Securities and Exchange
Commission, together with all exhibits thereto and other documents in connection
therewith, and to sign on my behalf and in my stead, in any and all capacities,
any amendments to said Registration Statement, incorporating such changes as the
said attorneys-in-fact deem appropriate, hereby ratifying and confirming all
that said attorneys-in-fact, or their substitute or substitutes, may do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 12th day of
June, 1996.
/s/ Randall L. Haines
--------------------------------
Randall L. Haines
ACKNOWLEDGEMENT
---------------
BEFORE me this 12th day of June, 1996, came Randall L. Haines, personally
known to me, who in my presence did sign and seal the above and foregoing Power
of Attorney and acknowledged the same as his true act and deed.
/s/ Deborah B. Partridge
---------------------------------
NOTARY PUBLIC
State of Alabama
My Commission Expires:
2/28/2000
----------------------------------
<PAGE>
EXHIBIT 24.3
STATE OF NEW YORK
COUNTY OF QUEENS
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, David F. Bellet, a Director of JUST
FOR FEET, INC., an Alabama corporation, do constitute and appoint Harold
Ruttenberg and Robert C. Wabler, and each of them, my true and lawful attorneys-
in-fact and agents, each with full power of substitution and resubstitution, for
me in any and all capacities, to sign, on my behalf and in my stead pursuant to
the requirements of the Securities Act of 1933, the Registration Statement on
Form S-8 for JUST FOR FEET, INC., in connection with its Employee Incentive
Stock Option Plan, and to file the same with the Securities and Exchange
Commission, together with all exhibits thereto and other documents in connection
therewith, and to sign on my behalf and in my stead, in any and all capacities,
any amendments to said Registration Statement, incorporating such changes as the
said attorneys-in-fact deem appropriate, hereby ratifying and confirming all
that said attorneys-in-fact, or their substitute or substitutes, may do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day of
June, 1996.
/s/ David F. Bellet
-------------------------------
David F. Bellet
ACKNOWLEDGMENT
--------------
BEFORE me this 13th day of June, 1996, came David F. Bellet, personally known
to me, who in my presence did sign and seal the above and foregoing Power of
Attorney and acknowledged the same as his true act and deed.
/s/ Mavis Davidson
-------------------------------
NOTARY PUBLIC
State of New York
My Commission Expires:
July 25, 1996
--------------------------------
<PAGE>
EXHIBIT 24.4
STATE OF ALABAMA
COUNTY OF JEFFERSON
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Bart Starr, Sr., a Director of JUST
FOR FEET, INC., an Alabama corporation, do constitute and appoint Harold
Ruttenberg and Robert C. Wabler, and each of them, my true and lawful attorneys-
in-fact and agents, each with full power of substitution and resubstitution, for
me in any and all capacities, to sign, on my behalf and in my stead pursuant to
the requirements of the Securities Act of 1933, the Registration Statement on
Form S-8 for JUST FOR FEET, INC., in connection with its Employee Incentive
Stock Option Plan, and to file the same with the Securities and Exchange
Commission, together with all exhibits thereto and other documents in connection
therewith, and to sign on my behalf and in my stead, in any and all capacities,
any amendments to said Registration Statement, incorporating such changes as the
said attorneys-in-fact deem appropriate, hereby ratifying and confirming all
that said attorneys-in-fact, or their substitute or substitutes, may do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 20th day of
June, 1996.
/s/ Bart Starr, Sr.
--------------------------------
Bart Starr, Sr.
ACKNOWLEDGEMENT
---------------
BEFORE me this 20th day of June, 1996, came Bart Starr, Sr., personally known
to me, who in my presence did sign and seal the above and foregoing Power of
Attorney and acknowledged the same as his true act and deed.
/s/ Angela L. Morgan
----------------------------
NOTARY PUBLIC
State of Alabama
My Commission Expires:
1/29/99
----------------------------
<PAGE>
EXHIBIT 24.5
STATE OF ALABAMA
COUNTY OF SHELBY
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Robert C. Wabler, a Director of JUST
FOR FEET, INC., an Alabama corporation, do constitute and appoint Harold
Ruttenberg and Robert C. Wabler, and each of them, my true and lawful attorneys-
in-fact and agents, each with full power of substitution and resubstitution, for
me in any and all capacities, to sign, on my behalf and in my stead pursuant to
the requirements of the Securities Act of 1933, the Registration Statement on
Form S-8 for JUST FOR FEET, INC., in connection with its Employee Incentive
Stock Option Plan, and to file the same with the Securities and Exchange
Commission, together with all exhibits thereto and other documents in connection
therewith, and to sign on my behalf and in my stead, in any and all capacities,
any amendments to said Registration Statement, incorporating such changes as the
said attorneys-in-fact deem appropriate, hereby ratifying and confirming all
that said attorneys-in-fact, or their substitute or substitutes, may do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 14th day of
June, 1996.
/s/ Robert C. Wabler
-------------------------------
Robert C. Wabler
ACKNOWLEDGMENT
--------------
BEFORE me this 14th day of June, 1996, came Robert C. Wabler, personally known
to me, who in my presence did sign and seal the above and foregoing Power of
Attorney and acknowledged the same as his true act and deed.
/s/ Kimberly G. Gear
-------------------------------
NOTARY PUBLIC
State of Alabama
My Commission Expires:
8/30/99
--------------------------------
