<PAGE>
As filed with the Securities and Exchange Commission on May 29, 1997
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-3
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 No.)
7400 Cahaba Valley Road
Birmingham, Alabama 35242
(205) 408-3000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
HAROLD RUTTENBERG
Chairman, President and Chief Executive Officer
7400 Cahaba Valley Road
Birmingham, Alabama 35242
(205) 408-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
ARTHUR JAY SCHWARTZ, ESQ.
SMITH, GAMBRELL & RUSSELL, LLP
3343 PEACHTREE ROAD, N.E., SUITE 1800
ATLANTA, GEORGIA 30326
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. [X]
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. [ ]
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.[ ]
<TABLE>
<CAPTION>
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TITLE OF EACH CLASS OF AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
REGISTERED SHARE (1) PRICE (1)
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<S> <C> <C> <C> <C>
Common Stock, par value 1,076,956 $17.6875 $19,048,659 $5,772
$.0001 per share
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</TABLE>
(1) Estimated solely for the purpose of calculating the filing fee pursuant to
Rule 457(c) under the Securities Act of 1933.
-------------------------
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>
PROSPECTUS
1,076,956 SHARES
JUST FOR FEET, INC.
COMMON STOCK
______________
The 1,076,956 shares of Common Stock (the "Common Stock") of Just For Feet,
Inc. (the "Company") offered hereby are being sold by certain holders of the
Common Stock of the Company named herein under "Selling Shareholders." Unless
the context otherwise requires, the holders of the Common Stock selling shares
hereunder are hereinafter referred to as the "Selling Shareholders." The
Company will not receive any proceeds from the sale of the Common Stock by the
Selling Shareholders. See "Selling Shareholders," "Plan of Distribution" and
"Use of Proceeds."
The Common Stock is traded on the Nasdaq National Market under the symbol
"FEET." The last sale price of the Common Stock on May 28, 1997, as reported
on the Nasdaq National Market, was $17.875 per share.
______________
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT
IN THE COMMON STOCK OFFERED HEREBY.
________________
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.
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OFFERING UNDERWRITING PROCEEDS TO PROCEEDS
PRICE TO DISCOUNTS AND SELLING TO
PUBLIC COMMISSIONS SHAREHOLDERS COMPANY
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Per Share......... See Text See Text See Text See Text
Total............. Below Below Below Below
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The Selling Shareholders have advised the Company that they may elect to
offer for sale and to sell the Common Stock from time to time in one or more
transactions through brokers in the over-the-counter market, in private
transactions, or otherwise, in each case at market prices then prevailing or
obtainable. Accordingly, sales prices and proceeds to the Selling Shareholders
will depend upon price fluctuations and the manner of sale. The Selling
Shareholders may effect such transactions by selling to or through one or more
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, brokerage commissions or similar fees in amounts which
may vary from transaction to transaction. Such brokerage commissions and
charges and the legal fees, if any, will be paid by the Selling Shareholders.
The Company will bear all other expenses in connection with registering the
shares offered hereby, which expenses are estimated to total approximately
$20,000. See "Plan of Distribution."
________________
The date of this Prospectus is June ___, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to certain informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") and, in accordance therewith,
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Such reports and other information can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's
regional offices located at Seven World Trade Center, 13th Floor, New York, New
York 10048 and 500 West Madison Street, Chicago, Illinois 60661. Copies of
such material can also be obtained at prescribed rates by writing to the
Securities and Exchange Commission, Public Reference Section, 450 Fifth Street,
N.W., Washington, D.C. 20549. In addition, the Commission maintains a web site
that contains reports, proxy and information statements and other information
regarding the Company at http://www.sec.gov. Such reports, proxy statements
and other information concerning the Company may also be inspected at the
offices of the National Association of Securities Dealers, Inc., 1735 K Street,
N.W., Washington, D.C. 20006-1506.
The Company has filed a Registration Statement on Form S-3 (together with all
amendments and exhibits filed or to be filed in connection therewith, the
"Registration Statement") under the Securities Act of 1933, as amended, with
respect to the Common Stock offered hereby. This Prospectus does not contain
all the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. Statements contained herein concerning the provisions of documents
are necessarily summaries of such documents, and each statement is qualified in
its entirety by reference to the copy of the applicable document filed with the
Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission pursuant to the
1934 Act are hereby incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the year ended January 31,
1997; and
2. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A as filed with the Commission on March
4, 1994.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act subsequent to the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the respective
dates of filing of such documents. 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 such statement so modified or superseded shall
not be deemed, except as so modified and superseded, to constitute a part of
this Prospectus.
The Company will provide without charge to each person to whom a Prospectus
is delivered, upon written or oral request of such person, a copy of any and
all of the information that has been incorporated by reference in this
Prospectus (excluding exhibits unless such exhibits are specifically
incorporated by reference into such documents). Please direct such requests to
the Secretary of Just For Feet, Inc. at the Company's principal offices located
at 7400 Cahaba Valley Road, Birmingham, Alabama 35242, telephone number (205)
408-3000.
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RISK FACTORS
An investment in the shares of Common Stock offered hereby involves a high
degree of risk. Prospective investors should carefully consider the following
risk factors, in addition to other information contained and incorporated by
reference in this Prospectus, in connection with an investment in Common Stock
offered hereby.
This Prospectus contains statements that constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
21E of the 1934 Act. Those statements appear in a number of places in this
Prospectus and in documents incorporated by reference herein and include
statements regarding the intent, belief or current expectations of the Company,
its directors or its officers with respect to, among other things: (i) the
timing, magnitude and costs of the Company's entry into the small store segment
of the market; (ii) potential acquisitions by the Company; (iii) trends
affecting the Company's financial condition or results of operations; and (iv)
the Company's business and growth strategies. Prospective investors are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual results may
differ materially from those projected in the forward-looking statements as a
result of various factors. The information contained and incorporated by
reference in this Prospectus, including without limitation the information set
forth under the headings "Risk Factors" and "The Company," identifies important
factors that could cause such differences.
Unless otherwise indicated, references herein to "Just For Feet" refer to
Just For Feet superstores. The Company's fiscal year ends on January 31.
References to fiscal years by date refer to the fiscal year beginning February
1 of that calendar year; for example, "fiscal 1996" began on February 1, 1996
and ended on January 31, 1997.
EXPANSION PLANS
The Company's growth is dependent, in large part, on its ability to
open new superstores and to operate such stores profitably. The Company opened
23 of its 50 Company operated superstores in fiscal 1996 and has opened eight
Company superstores to date in fiscal 1997. The Company expects to open
approximately 20 new superstores during fiscal 1997. The Company also intends
to open three high-visibility, high profile "flagship" stores, modeled on its
original Las Vegas store, in key locations. Initial capital expenditures
associated with opening such flagship stores are higher than for prototype
superstores. The Company may accelerate the opening of new superstores in any
one fiscal quarter. The Company's ability to open the projected number of
superstores on a timely basis will depend upon a number of factors, including
the identification and acquisition or leasing of suitable sites on acceptable
terms, the construction or refurbishment of sites, the hiring, training, and
retention of skilled managers and personnel and other factors, some of which
may be beyond the Company's control. In addition, adverse weather conditions
may affect the ability of the Company to complete construction of new
superstores on schedule. As a result, there can be no assurance that Just For
Feet will be able to achieve its targets for opening new superstores. The
Company's expansion plans include the opening of additional superstores in
market areas where the Company has already opened stores. There can be no
assurance that opening such additional superstores in the same market area will
not reduce sales at existing Company stores located in that area. In addition,
the Company continues to evaluate select opportunities to expand
internationally, but presently has no formal plans for such expansion. There
can be no assurance that the Company's new or acquired stores will be
profitable or achieve sales and profitability comparable to the Company's
existing stores. If the Company's management is unable to manage growth
effectively, the Company's business, results of operations and financial
condition could be materially and adversely affected.
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FLUCTUATIONS IN COMPARABLE STORE SALES
A variety of factors affect the Company's comparable store sales
results including, among others, economic conditions, fashion trends, the
retail sales environment, sourcing and distribution of products and the
Company's ability to execute its business strategy efficiently. The Company's
quarterly comparable store sales results have fluctuated significantly in the
past. The Company's comparable store sales results were 6.2%, 10.2%, 17.9% and
24.7% in fiscal 1993, 1994, 1995 and 1996, respectively. The Company does
not expect comparable store sales to continue to increase at similar rates in
the future and there can be no assurance that the Company will continue to
generate comparable store sales increases. The Company's comparable store sales
results could cause the price of the Common Stock to fluctuate substantially.
DEVELOPMENT OF SMALL STORE CONCEPT
In order to access markets too small to support a Just For Feet superstore,
the Company has entered the small store segment of the athletic and outdoor
footwear market with the acquisitions of Athletic Attic and Imperial Sports.
See "The Company -- Recent Entry into Small Store Market." No assurance can be
given that the implementation of the smaller store concept will be successful
or that it will not have a material adverse effect on the Company's operating
results due to start-up costs, potential diversion of management's attention or
cannibalization of sales from existing stores. Further, there can be no
assurance that the Company will be able to successfully integrate the acquired
businesses into its operations.
ACQUISITIONS
Except as set forth above, the Company has no current commitments or
understandings with respect to the acquisition of any entity. However, the
Company has explored and continues to explore acquisitions, including
acquisitions of entities employing an alternative format to that of Just For
Feet. There can be no assurance that the Company will be able to identify and
acquire appropriate businesses or obtain financing for such acquisitions on
satisfactory terms. Any acquisitions may be financed through the issuance of
Common Stock, which may dilute the Company's stockholders, or through the
incurrence of additional indebtedness. The process of integrating acquired
businesses into the Company's operations may result in unforeseen difficulties
and may require a disproportionate amount of resources and management's
attention, and there can be no assurance that the Company will be able to
successfully integrate acquired businesses into its operations. In addition,
any businesses acquired by the Company may have lower margins than the Company,
which would adversely affect the Company's results of operations for the period
in which any such acquisition occurs and subsequent periods.
RELIANCE ON KEY VENDORS
The Company's business is dependent to a significant degree upon its ability
to purchase brand-name merchandise at competitive prices. For fiscal 1996,
approximately 67% of the Company's net sales were sales of merchandise
purchased from five vendors, including approximately 52% purchased from Nike
and Reebok combined. The loss of certain key vendors could have a material
adverse effect on the Company's business. Just For Feet believes that its
relationships with its key vendors are satisfactory and that it has adequate
sources of brand-name merchandise; however, there can be no assurance that Just
For Feet will be able to acquire such merchandise at competitive prices or on
competitive terms in the future. Certain merchandise that is high profile and
in high demand is allocated by vendors based upon the vendors' internal
criteria. Just For Feet also purchases close-out merchandise from vendors at
significant price discounts. Although Just For Feet has been able to purchase
sufficient quantities of allocated and close-out merchandise in the past, there
can be no assurance that it will be able to obtain sufficient amounts of such
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<PAGE>
merchandise in the future. A fundamental element of the superstores'
merchandising strategy is the use of "concept shops" to display a leading
brand's product line on fixtures typically designed to tie into national
advertising campaigns. These "concept shops" are typically designed, built and
periodically updated by the Company's vendors. There can be no assurance that
this form of vendor support, which provides substantial financial and
merchandising benefits to the Company, will continue in the future. In
addition, Just For Feet's vendors provide support through cooperative
advertising allowances, employee training and promotional events. There can be
no assurance that such assistance from the Company's vendors will continue in
the future.
MERCHANDISE TRENDS
The Company's success depends in part on its ability to anticipate and
respond to changing merchandise trends and consumer demands in a timely manner.
Accordingly, any failure by the Company to identify and respond to emerging
trends could adversely affect consumer acceptance of the merchandise in the
Company's stores, which in turn could adversely affect the Company's business.
If the Company miscalculates either the market for the merchandise in its
stores or its customers' purchasing habits, it may be required to sell a
significant amount of unsold inventory at below average markups over the
Company's cost, or below cost, which could have an adverse effect on the
Company's financial condition or results of operations.
RELIANCE ON KEY PERSONNEL
The Company believes that its continued success will depend to a significant
extent upon the efforts and abilities of Harold Ruttenberg, its founder,
Chairman, President and Chief Executive Officer. The loss of his services could
have a material adverse effect on the Company. The Company carries key man life
insurance on Mr. Ruttenberg in the amount of $1,709,000.
COMPETITION
The retail athletic footwear industry is highly competitive. The Company
competes primarily with sporting goods superstores, athletic footwear specialty
stores, department stores, discount stores, traditional shoe stores,
traditional sporting goods stores and mass merchandisers and other athletic
footwear superstores, many of which are units of national or regional chains
that have substantially greater financial and marketing resources than the
Company and several of which have developed their own superstore concepts.
Within the past several years, new independent athletic footwear retailers have
opened superstores similar in format to those of Just For Feet that, in some
instances, are competing directly with Just for Feet. The Company may face
periods of intense competition in the future which could have an adverse effect
on its financial results.
QUARTERLY AND SEASONAL FLUCTUATIONS AND GENERAL ECONOMIC CONDITIONS
The Company's quarterly results of operations may fluctuate materially
depending on the timing of new store openings and related store opening
expenses, net sales contributed by new stores and increases or decreases in
comparable store sales. New store openings will have a significant impact on
quarterly operating results for the foreseeable future. The Company's operating
results may be adversely affected by unfavorable local, regional or national
economic conditions. The Company's business is also subject to some seasonal
fluctuation, with slightly heavier concentrations of sales during the spring,
back-to-school and Christmas selling seasons.
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VOLATILITY OF STOCK PRICE
The Common Stock has experienced substantial price volatility and such
volatility may occur in the future, particularly as a result of quarter to
quarter variations in the actual or anticipated financial results of the
Company or other companies in the retail industry or in the markets served by
the Company. In addition, the stock market has experienced extreme price and
volume fluctuations that have affected the market price of many retail stocks
in particular and that have often been unrelated or disproportionate to the
operating performance of these companies. The Company's Common Stock currently
trades at a relatively high price-earnings multiple, due in part to analysts'
expectations of continued earnings growth. Accordingly, even a relatively small
shortfall in earnings from, or change in, analysts' expectations may cause an
immediate and substantial decline in the Company's Common Stock price. These
and other factors may adversely affect the market price of the Common Stock.
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THE COMPANY
GENERAL
Just For Feet, Inc. (the "Company" or "Just For Feet") is a rapidly
growing operator of large format superstores and smaller specialty stores,
each specializing in brand-name athletic and outdoor footwear. The Company's
goal is to become the leading athletic and outdoor footwear retailer in each
of its markets by offering the largest selection of brand-name shoes, superior
customer service and technical sales assistance in a high-energy, entertaining
store environment. The Company, which began with a single mall-based store in
1977, opened its first superstore in 1988 and since that time has focused on
developing and refining its superstore concept. In March 1997, the Company
also entered the small store segment of the athletic and outdoor footwear
market with the acquisitions of Athletic Attic, a privately owned athletic
footwear and apparel retailer based in Gainesville, Florida, and Imperial
Sports, a privately owned, Flint, Michigan-based athletic and outdoor footwear
and apparel retailer. See "--Recent Entry into Small Store Market." There
are presently 58 "Just For Feet" superstores operating in 17 states, including
eight superstores operated by a single franchisee. As a result of its
acquisitions of Athletic Attic and Imperial Sports, the Company presently
operates 87 smaller company-owned and 48 franchised specialty stores in 22
states and Puerto Rico.
Just For Feet's prototype 15,000 to 20,000 square foot superstore
(approximately 55% of which is devoted to selling space) offers approximately
2,500 to 4,500 styles of athletic and outdoor shoes as compared to an
estimated 200 to 700 footwear styles typically offered by conventional mall-
based athletic footwear retailers, department stores and sporting goods
superstores. The superstores carry most of the leading athletic footwear
brands including Nike, Reebok, New Balance, Adidas, Fila, K-Swiss, Asics and
Converse, as well as outdoor footwear brands such as Timberland and Rockport.
The Company seeks to offer in its superstores virtually all styles in the
brands it carries. Just For Feet superstores are primarily free-standing and
are typically located on outparcels of or adjacent to shopping malls.
The Company strives to create an exciting and high-energy shopping
experience in its superstores through the use of bright colors, upbeat music,
an enclosed "half-court" basketball court for use by customers, a multi-screen
video bank, a snack bar featuring popcorn and Chicago-style hot dogs, and
appearances by sports celebrities. The prototype Just For Feet superstore
features separate branded "concept shops," which display the brand's product
line. The "concept shops" are typically built and periodically updated by
vendors to tie into their national advertising campaigns. The Company also
sponsors creative promotional events such as trade-in days and "Midnight
Madness" sales.
The Company believes that the level of customer service it provides is an
important competitive advantage. The Company seeks to offer a level of
customer service comparable to that typically provided by the leading
speciality footwear retailers. Just For Feet trains its employees in all
aspects of footwear technology, the performance attributes of the Company's
merchandise and common foot problems. The Company staffs its superstores with
a high ratio of sales associates to customers to assure prompt and
personalized service.
Just For Feet guarantees that it will match any competitor's advertised
price and offers a family frequent buyer plan under the slogan "Just For Feet-
-Where the 13th Pair is FREE!"(R), through which the Company gives
participating superstore customers the thirteenth pair of shoes free (up to
the average purchase price of the previous twelve pairs). In addition, Just
For Feet seeks to enhance its reputation for value oriented pricing by
offering a limited selection of close-out merchandise at prices generally
ranging from 30% to 60% below manufacturers' suggested retail prices displayed
in an area at the front of each superstore called the "Combat Zone." The
Company believes that offering a wide selection of competitively priced,
brand-name footwear provides superior value to its customers.
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RECENT ENTRY INTO SMALL STORE MARKET
While it has traditionally operated from a superstore format, the Company
believes that the parallel development of smaller stores will provide
additional growth opportunities by targeting for expansion a much broader
range of markets without detracting from the Company's focus on its core
superstore business. Although the large store format has proven to be
successful in larger population centers, the Company believes that its future
expansion plans should be two-tiered: continued expansion of superstores in
carefully chosen, highly populated areas, and entry into markets considered
too small for a Just For Feet superstore with the development of a new smaller
store concept.
On March 17, 1997, the Company entered the small store segment of the
athletic and outdoor footwear market through its acquisition of Athletic Attic
for approximately $9.5 million in cash and approximately $5.5 million in Just
For Feet common stock. Athletic Attic was a privately owned athletic footwear
and apparel retailer based in Gainesville, Florida. Athletic Attic operates 30
company-owned stores in nine states. An additional 48 franchised stores are
operated in 15 states and Puerto Rico by 17 franchisees. Athletic Attic
stores are located primarily in enclosed shopping malls and, to a lesser
extent, in retail strip centers. For its fiscal year ended December 31, 1996,
the 30 company-owned Athletic Attic stores had net sales of approximately $23
million.
On May 15, 1997, the Company acquired Imperial Sports, a privately owned,
Flint, Michigan-based athletic and outdoor footwear and apparel retailer, for
$5 million in cash and $20 million in Just For Feet common stock. The Company
also repaid approximately $9 million of Imperial Sports' debt. Imperial
Sports operates 57 stores in Michigan, Illinois, Indiana and Ohio, primarily
in major enclosed shopping malls and retail strip centers. For its fiscal year
ended February 28, 1997, Imperial Sports had net sales of approximately $45
million.
EXPANSION STRATEGY
The Company intends to strengthen its position as a leading operator of
athletic footwear stores by opening approximately 20 superstores and 10
smaller specialty stores in fiscal 1997. In addition to its prototype
superstores, Just For Feet has opened three, and has plans to open an
additional three, high-visibility, high-profile "flagship" superstores in key
locations. Flagship superstores, which are not necessarily larger than the
prototypical Just For Feet superstore, provide added entertainment features
designed to generate and maintain customer excitement. The Company's
expansion strategy is to open superstores in new and existing markets,
including those markets with the potential for multiple sites, which enables
the Company to take advantage of advertising and operating efficiencies. In
addition, Just For Feet will continue to open superstores in smaller markets
which can only accommodate one superstore. Just For Feet has either executed
or negotiated leases with respect to all of the superstores currently slated
to open during fiscal 1997 and is actively reviewing numerous additional
sites.
Management generally seeks to open one Just For Feet superstore in a
chosen market for every 400,000 to 500,000 residents. As a result, multiple
superstores opened in larger markets such as Atlanta, Phoenix and Kansas City
derive significant benefit from advertising and operating efficiencies. More
recently, the Company has also focused on operating single superstores in mid-
sized metropolitan markets such as Huntsville, Alabama and Jackson,
Mississippi. In addition, the Company continues to evaluate select
opportunities to expand internationally, but presently has no formal plans for
such expansion.
In order to access markets too small to support a Just For Feet
superstore, the Company has entered the small store segment of the athletic
and outdoor footwear market with the acquisitions of Athletic Attic and
Imperial Sports. See "-- Recent Entry into Small Store Market."
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USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of shares
of the Common Stock by the Selling Shareholders. See "Selling Shareholders"
for a list of those persons who will receive the proceeds from such sales.
SELLING SHAREHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of May 29, 1997 by the
shareholders who are offering securities pursuant to this Prospectus (the
"Selling Shareholders"). "Beneficial Ownership" includes shares for which an
individual, directly or indirectly, has or shares voting or investment power
or both. The listed person has sole voting and investment power over the
shares listed unless otherwise indicated
<TABLE>
<CAPTION>
BEFORE THE OFFERING AFTER THE OFFERING
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NUMBER SECURITIES TO Number
NAME OF BENEFICIAL BENEFICIALLY Percent BE SOLD Beneficially Percent
OWNER OWNED Of Class IN OFFERING Owned of Class
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<S> <C> <C> <C> <C> <C>
Barbara Artrip 13,445 * 13,445 -0- -0-
Hansel A. Artrip 126,140 * 126,140 -0- -0-
Bruce E. Mommsen 27,000/(1)/ * 27,000 -0- -0-
Emily A. Mommsen 25,000 * 25,000 -0- -0-
Bruce E. and Emily A. Mommsen, jointly 882,809 2.9% 882,809 -0- -0-
James Urban 2,562 * 2,562 -0- -0-
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</TABLE>
*Less than 1%
/(1)/ Includes an aggregate of 2,000 shares owned by Mr. Mommsen as Custodian
for two minor children.
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby for the benefit of the Selling
Shareholders were originally issued by the Company pursuant to the private
placement exemption from registration provided in Sections 3(b) and/or 4(2) of
the Securities Act of 1933, as amended. The Company has agreed to register the
shares for resale by the Selling Shareholders. The Company will not receive any
of the proceeds from the sale of such shares by the Selling Shareholders.
The Common Stock may be sold from time to time by the Selling Shareholders, or
by pledgees, donees, transferees or other successors in interest. Such sales may
be made on one or more exchanges or in the over-the- counter market, or
otherwise, at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. Accordingly, sales
prices and proceeds to the Selling Shareholders will depend upon market price
fluctuations and the manner of sale. The shares may be sold by one or more of
the following, without limitation: (a) a block trade in which the broker or
dealer so engaged will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction, (b)
purchases by a broker or dealer as principal and resale by such broker or dealer
or for its account pursuant to the Prospectus, as supplemented, and (c) ordinary
brokerage transactions and transactions in which the broker solicits
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<PAGE>
purchasers. In addition, any securities covered by the Prospectus which qualify
for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to
the Prospectus, as supplemented. From time to time the Selling Shareholders may
engage in short sales, short sales against the box, puts and calls and other
transactions in securities of the Company or derivatives thereof, and may sell
and deliver the shares in connection therewith.
From time to time Selling Shareholders may pledge their shares pursuant to the
margin provisions of the customer agreements with their brokers. Upon a default
by a Selling Shareholder, the broker may offer and sell the pledged shares of
Common Stock from time to time as described hereunder.
The Selling Shareholders may effect transactions by selling to or through one
or more broker-dealers, and such broker-dealers may receive compensation in the
form of underwriting discounts, brokerage commissions or similar fees in amounts
which may vary from transaction to transaction. The Selling Shareholders will
pay such brokerage commissions and charges, as well as the fees and expenses of
any counsel retained by them in connection with this offering. The Company will
bear all other expenses in connection with registering the shares offered
hereby, which expenses are estimated to total approximately $20,000.
LEGAL MATTERS
Certain legal matters with respect to the legality of the shares of Common
Stock offered hereby have been passed upon for the Company by Smith,
Gambrell & Russell, LLP, Atlanta, Georgia.
EXPERTS
The consolidated financial statements of the Company as of January 31, 1996
and 1997 and for the fiscal years ended January 31, 1995, 1996 and 1997
incorporated in this Prospectus by reference to the Company's Annual Report on
Form 10-K for the year ended January 31, 1997 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report incorporated by
reference herein and are so incorporated in reliance upon such report of such
firm given upon their authority as experts in accounting and auditing.
-10-
<PAGE>
================================================================================
No dealer, salesperson, or other person has been authorized to give any
information or to make any representation not contained in this Prospectus, and,
if given or made, such information and representation must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction or to any person to whom it is unlawful to make such
offer or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create an implication that there has
been no change in the facts set forth in this Prospectus or in the affairs of
the Company since the date hereof.
___________________________
TABLE OF CONTENTS
Page
----
Available Information .......................................... 2
Incorporation of Certain
Documents by Reference ........................................ 2
Risk Factors.................................................... 3
The Company..................................................... 7
Use of Proceeds................................................. 9
Selling Shareholders............................................ 9
Plan of Distribution............................................ 9
Legal Matters .................................................. 10
Experts ........................................................ 10
===============================================================================
===============================================================================
JUST FOR FEET, INC.
1,076,956 SHARES
COMMON STOCK
P R O S P E C T U S
June 1997
---,
7400 Cahaba Valley Road
Birmingham, Alabama 35242
(205) 408-3000
===============================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Set forth below are estimates of the fees and expenses payable by the
Company in connection with the offer and sale of the Common Stock:
SEC Registration Fee....................... $ 5,772
Blue Sky Qualification Fees and Expenses... 2,000
Legal Fees and Expenses.................... 5,000
Accounting Fees and Expenses............... 1,500
Transfer Agent Fees........................ 500
Printing, Materials, and Postage........... 4,000
Miscellaneous Expenses..................... 1,228
-------
Total.................................. $20,000
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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 of 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 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.
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 10-2B-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 is made
that the facts then known to those making the 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
II-1
<PAGE>
corporation of which the Company is a shareholder or creditor, provided such
director or officer acted in good faith in which he reasonably believed to be
the best interest of the Company, and in addition, in any criminal act or
proceeding, had no reasonable cause to believe that his conduct was unlawful.
ITEM 16. EXHIBITS.
The exhibits listed below are filed with or incorporated by reference into
this Registration Statement. The exhibits which are denominated with an asterisk
(*) were previously filed as part of, and are hereby incorporated by reference
from either (i) the Company's Registration Statement on Form S-1 under the
Securities Act of 1933, Registration No. 33-74404 ("1994 S-1"), (ii) the
Company's Registration Statement on Form S-1 under the Securities Act of 1933,
Registration No. 33-87414 (the "1995 S-1") or (iii) the Company's Annual Report
on Form 10-K for the fiscal year ended January 31, 1997 (the "1996 Form 10-K").
Unless otherwise indicated, the exhibit number corresponds to the exhibit number
in the referenced document.
Exhibit Number Description
- --------------- -----------
*2.1 Asset Purchase Agreement dated March 17, 1997 by and between
Owensboro Investment Company, Inc. and Just For Feet, Inc. (1996
Form 10-K)
*2.2 Stock Purchase Agreement dated March 17, 1997 by and among Just
For Feet, Inc., Premium Sports, Inc. and John Gasser. (1996 Form
10-K)
*2.3 Agreement and Plan of Merger dated March 17, 1997, by and among
Just For Feet, Inc., an Alabama corporation, IAC Acquisition
Corporation, a Michigan corporation and wholly owned subsidiary
of Just For Feet, Imperial Acquisition Corporation, a Michigan
corporation, and certain of the shareholders of Imperial
Acquisition Corporation. (1996 Form 10-K)
*3(i) Amended and Restated Certificate of Incorporation of Just For
Feet, Inc. (1994 S-1, Exhibit 3(a))
*3(ii) Amended and Restated Bylaws of Just For Feet, Inc. (1994 S-1,
Exhibit 3(b))
*4 Specimen of Common Stock Certificate of the Company. (1994 S-1)
*9 Voting Trust Agreement dated August 10, 1993, by and among the
Company, Pamela Beryl Ruttenberg and Harold Ruttenberg.
(1994 S-1)
5 Opinion of Smith, Gambrell & Russell, LLP
*10.1 Employment Agreement dated May 9, 1993, between the Company and
Robert C. Wabler, as amended on January 11, 1994. (1994, S-1,
Exhibit 10(a))
*10.2 Employment Agreement dated November 6, 1996, between the Company
and Alex Bond. (1996 Form 10-K)
*10.3 Employment Agreement dated August 17, 1993, between the Company
and Harold Ruttenberg, as amended on January 18, 1994. (1994 S-1,
Exhibit 10(c))
*10.4 Employment Agreement dated March 18, 1994 between the Company and
Adam Gilburne. (1995 S-1)
II-2
<PAGE>
Exhibit Number Description
- -------------- -----------
*10.5 Stock Option Agreement dated March 18, 1994 between the Company
and Adam Gilburne. (1995 S-1)
*10.6 Just For Feet, Inc. Employee Incentive Stock Option Plan, as
amended. (1994 S-1, Exhibit 10(g))
*10.6.1 Amendment No. 2 to the Just For Feet, Inc. Employee Incentive
Stock Option Plan. (1994 S-1)
*10.6.2 Amendment No. 3 to the Just For Feet, Inc. Employee Incentive
Stock Option Plan. (1996 Form 10-K)
*10.7 Franchise Agreement dated November 20, 1989, between Casual Wear
II, Inc. and MBA Marketing Corporation. (1994 S-1, Exhibit 10(h))
*10.8 Franchise Agreement dated May 19, 1992, between Casual Wear II,
Inc. and MBA Marketing Corporation. (1994 S-1, Exhibit 10(i))
*10.9 Franchise Agreement dated April 1, 1993, between Casual Wear II,
Inc. and MBA Marketing Corporation. (1994 S-1, Exhibit 10(k))
*10.10 Revolving Credit and Security Agreement dated January 10, 1990,
as amended June 7, 1990, September 12, 1990, October 3, 1990, May
23, 1991, August 30, 1991, October 22, 1991, November 13, 1992,
January 8, 1993, August 11, 1993, November 18, 1993, and January
12, 1994, with Compass Bank (formerly known as Central Bank of
the South), together with Revolving Credit Commercial Note date
January 10, 1990, in the amount of $800,000 executed by the
Company. (1994 S-1, Exhibit 10(aa))
*10.10.1 Twelfth Loan Modification Agreement and Amendment to Loan
Documents dated May 24, 1994 between Compass Bank and the
Company. (1995 S-1, Exhibit 10.31.1)
*10.10.2 Thirteenth Loan Modification Agreement and Amendment to Loan
Documents dated August 16, 1994 between Compass Bank and the
Company. (1995 S-1,Exhibit 10.31.2)
*10.10.3 Form of Fourteenth Loan Modification Agreement and Amendment to
Loan Documents dated November 14, 1994 between Compass Bank and
the Company. (1995 S-1, Exhibit 10.31.3)
*10.11 Loan Agreement dated January 15, 1988, by and between Harold
Ruttenberg, Pamela B. Ruttenberg (Borrowers), Casual Wear, Inc.
(Guarantor) and Warrior Savings Bank, together with Note in the
amount of $400,000 and Guaranty Agreement. (1994 S-1, Exhibit
10(bb))
*10.12 Loan Agreement dated December 1, 1988, by and between Harold
Ruttenberg, Pamela B. Ruttenberg (Borrowers), Casual Wear, Inc.
(Guarantor) and Warrior Savings Bank, together with Note in the
amount of $200,000 and Guaranty Agreement. (1994 S-1, Exhibit
10(cc))
II-3
<PAGE>
*10.13 Purchase and Sale Agreement dated July 14, 1993, between Florida
Mall Peripheral Associates and the Company. (1994 S-1, Exhibit
10(dd))
*10.14 Sales Contract dated January 18, 1994, between Harold Ruttenberg
and Pam Ruttenberg and the Company. (1994 S-1, Exhibit 10(jj))
*10.15 Personal Service Agreement dated August 17, 1994 between the
Company and Bart Starr, Sr. (1995 S-1, Exhibit 10.40)
*21 Subsidiaries (1994 S-1)
23.1 Consent of Deloitte & Touche LLP
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) 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; and
(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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 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 referred to in 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 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 of 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-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-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 the 27th day of May,
1997.
JUST FOR FEET, INC.
Date: May 27, 1997 By:/s/ Harold Ruttenberg
-----------------------
Harold Ruttenberg
Chairman of the Board,
President and Chief Executive Officer
Date: May 27, 1997 By:/s/ Robert C. Wabler
----------------------
Robert C. Wabler
Executive Vice President
and Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Harold Ruttenberg and Robert C. Wabler and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him, in his name, place and stead, in any
and all capacities, to sign any and 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, including a
Registration Statement filed under Rule 462(b) of the Securities Act of 1933,
as amended, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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 and 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 may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the
following persons on behalf of the Registrant in the capacities and on the
dates indicated:
Signature Title Date
---------- ------ ----
/s/ Harold Ruttenberg Chairman of the Board, May 27, 1997
- ---------------------- President and Chief
Harold Ruttenberg Executive Officer
/s/ Robert C. Wabler Executive Vice President, May 27, 1997
- -------------------- Chief Financial Officer
Robert C. Wabler and Director
/s/ Michael P. Lazarus Director May 27, 1997
- ----------------------
Michael P. Lazarus
/s/ Bart Starr, Sr. Director May 27, 1997
- -------------------
Bart Starr, Sr.
/s/ Randall L. Haines Director May 27, 1997
- ----------------------
Randall L. Haines
Director May 27, 1997
- ----------------------
David F. Bellet
/s/ Edward S. Croft, III Director May 27, 1997
- ------------------------
Edward S. Croft, III
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Number Description Page Number
- -------------- ----------- -----------
5 Opinion of Smith, Gambrell & Russell, LLP
23.1 Consent of Deloitte & Touche LLP
<PAGE>
EXHIBIT 5.1
Marlon F. Starr
(404) 264-2653
May 29, 1997
Board of Directors
Just For Feet, Inc.
7400 Cahaba Valley Road
Birmingham, Alabama 35242
RE: Just For Feet, Inc.
Registration Statement on Form S-3
1,076,956 Shares of Common Stock
--------------------------------
Gentlemen:
We have acted as counsel for Just For Feet, Inc. (the "Company") in
connection with the proposed public offering by certain of its shareholders of
shares of the Company's $.0001 par value Common Stock (the "Common Stock")
covered by the above-described Registration Statement.
In connection therewith, we have examined the following:
(1) The Amended and Restated Certificate of Incorporation of the Company,
certified by the Secretary of State of the State of Alabama;
(2) The By-Laws of the Company, as amended, certified as correct and
complete 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) The Registration Statement on Form S-3 filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended,
relating to the sale of up to 1,076,956 shares of Common Stock (the
"Registration Statement"); and
(5) A Certificate of Good Standing for the Company issued by the
Secretary of State of the State of Alabama.
Based upon such examination and upon examination of such other
instruments and records as we have deemed necessary, we are of the opinion
that:
<PAGE>
Board of Directors
Just For Feet, Inc.
May 29, 1997
Page 2
(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; and
(B) The 1,076,956 shares of Common Stock covered by said Registration
Statement to be sold by the selling shareholders referenced therein have
been legally authorized by the Company and when sold in accordance with
the terms described in the Registration Statement, will be legally
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 contained in said Registration Statement. 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.
Very truly yours,
SMITH, GAMBRELL & RUSSELL
/s/ Marlon F. Starr
Marlon F. Starr
MFS:wp
<PAGE>
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 March 17, 1997 appearing
in the Annual Report on Form 10-K of Just For Feet, Inc. and subsidiaries for
the year ended January 31, 1997 and to the reference to us under the caption
"Experts" in the Prospectus, which is a part of this Registration Statement.
/s/ Deloitte & Touche LLP
Birmingham, Alabama
May 28, 1997
