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As filed with the Securities and Exchange Commission on June 17, 1997
Registration No.333-28039
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SECURITIES AND EXCHANGE COMMISSION
Washington,D.C. 20549
--------------------------
PRE-EFFECTIVE AMENDMENT NO. 1
TO
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.
-------------------------
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 June 16, 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.
<TABLE>
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OFFERING UNDERWRITING PROCEEDS TO PROCEEDS TO
PRICE TO DISCOUNTS AND SELLING COMPANY
PUBLIC COMMISSIONS SHAREHOLDERS
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<S> <C> <C> <C> <C>
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, as amended by Amendment No. 1 on Form 10-K/A filed on
June 2, 1997;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
April 30, 1997; and
3. 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.
SUPERSTORE 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 58 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 and approximately 25
superstores during fiscal 1998. The Company intends to open additional 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. There can be no
assurance that the Company's new superstores will be profitable or achieve sales
and profitability comparable to the Company's existing superstores. 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, and were 5.0% in the first
quarter of fiscal 1997. The Company does not expect comparable store sales to
continue to increase in the future at historical rates and there can be no
assurance that the Company will continue to generate increases in comparable
store sales. The Company's comparable store sales results could cause the price
of the Common Stock to fluctuate substantially.
DEVELOPMENT OF SMALLER SPECIALTY STORE CONCEPT
As part of its long-term growth strategy, the Company has entered the
smaller specialty store segment of the athletic and outdoor footwear and apparel
market with the acquisitions of Athletic Attic and Imperial Sports. See "The
Company -- Recent Entry Into Smaller Specialty Store Market." The Company
acquired Athletic Attic for approximately $9.5 million in cash (and repayment of
approximately $1.3 million of Athletic Attic's debt) and approximately $5.5
million of Common Stock (259,267 shares) and acquired Imperial Sports for
approximately $5.0 million in cash (and repayment of approximately $9.0 million
of Imperial Sports' debt) and approximately $20.6 million of Common Stock
(1,076,956 shares). As a result of these acquisitions, the Company operates 87
smaller specialty stores. While operating in the same industry as Just For
Feet, these specialty stores are subject to different competitive and operating
factors not present in the Company's superstore operations and as such will be
subject to the numerous risks of operating a new business enterprise, including
unanticipated operating problems and the limited experience of management in
operating new ventures. In addition, the Company intends to remodel many of
such stores and all of such stores must be integrated into the Company's systems
and operations. No assurance can be given that the smaller specialty store
concept will be successful, that the stores can be successfully operated or
integrated into the Company's operations or that they 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. The Company expects to open approximately eight smaller
specialty stores in fiscal 1997 and approximately 25 of such stores in fiscal
1998. The Company's ability to open the projected number of smaller specialty
stores on a timely basis will depend upon a number of factors, including the
identification and leasing of suitable sites on acceptable terms, the
construction or remodeling of sites, adverse weather conditions, the hiring and
training of skilled managers and personnel and other factors, some of which may
be beyond the Company's control. In addition, if the Company is unable to
successfully integrate the smaller specialty stores with the Company's systems
and operations or is dissatisfied with the operations of such stores, the
Company may reevaluate its specialty stores growth strategy or the anticipated
timing with respect to the opening of additional smaller specialty stores.
ABILITY TO MANAGE GROWTH
The Company has grown significantly in the past four years and intends
to continue to pursue its growth strategy. While management continually
evaluates the adequacy of its systems and controls, there can be no assurance
that the Company's accounting systems, purchasing systems, internal controls and
management information systems will continue to be adequate or that the Company
will be able to upgrade or reconfigure its systems and controls to respond to
the Company's growth, the inability of which could have a material adverse
effect on the successful growth and operation of the Company's business. If the
Company's management is unable
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to manage growth effectively, the Company's business, results of operations and
financial condition could be materially and adversely affected.
POSSIBLE FUTURE ACQUISITIONS
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
alternative formats to those of the Company. 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. The Company 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 the Company 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 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.
INDUSTRY TRENDS
Certain participants in the athletic footwear industry, including both
manufacturers and retailers, recently have announced sales and same store sales
results that were below analysts' expectations. Factors that have been cited
for such lower sales include increases in order cancellations and reduced
consumer demand for products, resulting in decreased production. There can be
no assurance that such industry trends will not in the future have a material
adverse effect on the Company's business, financial condition or results of
operations.
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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 its 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 $1.7 million.
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 minimum wage
increase has resulted in an increase in the Company's payroll expense. As a
result, store operating expenses as a percentage of net sales have increased
over prior year periods. There can be no assurance that additional increases in
the minimum wage will not affect store operating expenses in future periods.
The Company's operating results may be adversely affected by unfavorable local,
regional or national economic conditions or other factors beyond the Company's
control such as weather. 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.
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
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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") 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 Smaller Specialty Store Market." There are presently 66
Just For Feet superstores operating in 17 states, including eight superstores
operated by Just For Feet's only 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. New store managers and other store management personnel
undergo an intensive two- to three- week training program at "Just For Feet
University" to enhance their understanding of all aspects of Just For Feet's
business. The Company staffs its superstores with a high ratio of sales
associates to customers to assure prompt and personalized service.
The Company believes that offering a wide selection of competitively
priced, brand-name footwear provides superior value to its superstore customers.
While it is not a discount retailer, 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). Just For
Feet offers
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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."
RECENT ENTRY INTO SMALLER SPECIALTY 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. The Company also repaid approximately $1.3 million of
Athletic Attic's debt. 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 eight
smaller specialty stores in fiscal 1997 and approximately 25 superstores and 25
specialty stores in fiscal 1998. In addition to its prototype superstores, Just
For Feet currently operates three high visibility, high profile "flagship"
superstores in Las Vegas, Birmingham and Miami and intends to open additional
flagship superstores in other strategic markets. 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.
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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."
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 June 15, 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
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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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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-
</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
-10-
<PAGE>
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 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.
-11-
<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
<TABLE>
<CAPTION>
Page
----
<S> <C>
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
</TABLE>
JUST FOR FEET
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:
<TABLE>
<CAPTION>
<S> <C>
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
=======
</TABLE>
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 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.
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
_________________________
+ previously filed
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 Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Birmingham, State of Alabama, on the 16th day of June, 1997.
JUST FOR FEET, INC.
Date: June 16, 1997 By: /s/ Harold Ruttenberg
-------------------------------------
Harold Ruttenberg
Chairman of the Board,
President and Chief Executive Officer
Date: June 16, 1997 By: /s/ Eric L. Tyra
-------------------------------------
Eric L. Tyra
Executive Vice President
and Chief Financial Officer
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:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Harold Ruttenberg Chairman of the Board, June 16, 1997
- ------------------------ President and Chief Executive Officer
Harold Ruttenberg
/s/ Eric L. Tyra Executive Vice President, June 16, 1997
- ------------------------ Chief Financial Officer and Director
Eric L. Tyra
* Director June 16, 1997
- ------------------------
Michael P. Lazarus
* Director June 16, 1997
- ------------------------
Bart Starr, Sr.
* Director June 16, 1997
- ------------------------
Randall L. Haines
* Director June 16, 1997
- ------------------------
David F. Bellet
* Director June 16, 1997
- ------------------------
Edward S. Croft, III
*By: /s/ Eric L. Tyra
-------------------
Eric L. Tyra, as
Attorney-in-Fact
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit Number Description Page Number
-------------- ----------- -----------
<S> <C> <C>
23.1 Consent of Deloitte & Touche LLP
</TABLE>
<PAGE>
EXHIBIT NUMBER 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
June 17, 1997
