<PAGE>
As filed with the Securities and Exchange Commission on May 29, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JUST FOR FEET, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Alabama 63-0734234
--------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
7400 Cahaba Valley Road, Birmingham, Alabama 35242
-----------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
JUST FOR FEET, INC./IAC
NON-QUALIFIED STOCK OPTION PLAN
-------------------------------
(Full Title of the Plan)
HAROLD RUTTENBERG
Chairman, President and Chief Executive Officer
7400 Cahaba Valley Road
Birmingham, Alabama 35242
(205) 408-3000
-------------------------------------------
(Name, address, telephone number, including
area code, of agent for service)
----------------------
Copies Requested to:
Arthur Jay Schwartz, Esq.
Smith, Gambrell & Russell, LLP
3343 Peachtree Road, N.E.
Suite 1800, East Tower
Atlanta, Georgia 30326-1010
(404) 264-2620
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share/(1)/ Price/(1)/ Registration Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Options and Shares of
$.0001 par value 42,900 $17.6875 $758,794 $230
Common Stock Shares
- --------------------------------------------------------------------------------------------------------------------
/(1)/ Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) based upon the
average of the high and low reported prices of the Common Stock on the Nasdaq National Market System on
May 27, 1997.
====================================================================================================================
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
- ------- ----------------------------------------
The documents listed below are hereby incorporated by reference into this
Registration Statement, and all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities and Exchange
Act of 1934, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents:
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.
ITEM 4. DESCRIPTION OF SECURITIES.
- ------- --------------------------
No response is required to this item.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
- ------- ---------------------------------------
No response is required to this item.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
- ------- ------------------------------------------
Section 10-2B-8.51 of the 1994 Alabama Business Corporation Act (the
"Alabama Act") provides that a corporation may indemnify an individual made a
party to a proceeding because he is or was a director of the Company against
liability incurred in the proceeding if the individual conducted himself in good
faith and, in the case of conduct in his official capacity with the Company,
reasonably believed that his conduct was in the best interests of the Company
or, in all other cases that the conduct was at least not opposed to the best
interests of the Company, and, in the case of any criminal proceeding, he has no
reasonable cause to believe his conduct was unlawful. A corporation may not,
however, indemnify a director under section 8.51 of the Alabama Act (i) in
connection with a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation; or (ii) in connection with any
other proceeding charging improper personal benefit 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.
II-1
<PAGE>
Sections 10-2B-8.53 and 10-2B-8.56(b) of the Alabama Act provide that a
corporation may pay for or reimburse the reasonable expenses incurred by a
director, officer, employee or agent of the corporation who is a party to a
proceeding in advance of final disposition of the proceeding if (i) such
individual furnishes the corporation a written affirmation of good faith belief
that he met the standard of conduct required for permissive indemnification set
forth in section 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 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
- ------- ------------------------------------
No response to this Item is required.
ITEM 8. EXHIBITS.
- ------- ---------
The following exhibits are filed with this Registration Statement.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
4.1 Form of IAC Non-Qualified Stock Option Agreement.
5.1 Opinion of Smith, Gambrell & Russell, LLP.
10.16 Just For Feet, Inc./IAC Non-Qualified Stock Option Plan.
23.1 Consent of Deloitte & Touche LLP.
23.3 Consent of Smith, Gambrell & Russell, LLP (contained in their
opinion filed as Exhibit 5.1).
24.1 Powers of Attorney (contained on the signature page to this
Registration Statement).
II-2
<PAGE>
ITEM 9. UNDERTAKINGS.
- ------- -------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Birmingham, State of Alabama, on the 27th day of May,
1997.
JUST FOR FEET, INC.
By: /s/ Harold Ruttenberg
---------------------
Harold Ruttenberg
Chairman, President and Chief
Executive 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 Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Harold Ruttenberg Chairman, President and Chief May 27, 1997
- --------------------------- Executive Officer (principal
Harold Ruttenberg executive officer)
/s/ Robert C. Wabler Executive Vice President, May 27, 1997
- --------------------------- Chief Financial Officer
Robert C. Wabler (principal financial officer)
/s/ Michael P. Lazarus Director May 27, 1997
- ---------------------------
Michael P. Lazarus
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/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
-------------
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ --------------------------------------------------------------------
4.1 Form of IAC Non-Qualified Stock Option Agreement
5.1 Opinion of Smith, Gambrell & Russell, LLP.
10.16 Just For Feet, Inc./IAC Non-Qualified Stock Option Plan
23.1 Consent of Deloitte & Touche LLP.
<PAGE>
EXHIBIT 4.1
IMPERIAL ACQUISITION CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
UNDER THE 1996 STOCK OPTION PLAN
THIS STOCK OPTION AGREEMENT made and entered into as of the 1st day of
October, 1996, by and between Imperial Acquisition Corporation, a Michigan
corporation ("the Company"), and _______________________, (the "Optionee"). The
Optionee is now employed by the Company or a subsidiary of the Company, and the
Company desires to provide additional incentive to the Optionee, to encourage
stock ownership by the Optionee, and to encourage the Optionee to remain in the
employ of the Company or a subsidiary, and as an inducement thereto, the Company
has determined to grant to the Optionee a nonqualified stock option ("Option")
pursuant to the Company's 1996 Stock Option Plan ("Plan"), a copy of which is
attached hereto.
NOW, THEREFORE, it is agreed between the parties as follows:
1. GRANT OF OPTION. Subject to the terms and conditions hereof, the
Company hereby grants to the Optionee the right and option to purchase from the
Company up to, but not exceeding in the aggregate, ____ shares of the Company's
Common Stock, at a price of Ten Dollars ($10.00) per share. This Option is not
intended to constitute an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
2. ACCRUAL OR RIGHT TO EXERCISE OPTION. The Optionee may purchase from the
Company on or after October 1, 1997, twenty percent (20%) of the shares covered
by this Option, and on October 1 of each succeeding year, this Option may be
exercised as to an additional twenty percent (20%) of the shares covered by this
Option, so that by October 1, 2001, this Option shall be fully exercisable. To
the extent not exercised, installments shall accumulate and may be exercised by
the Optionee, in whole or in part, in any subsequent period. This Option shall
become exercisable in full upon the occurrence of a Change in Control of the
Company, as defined in Section 12 of the Plan. Any provision of this Agreement
notwithstanding, this Option shall not be exercisable on or after December 31,
2001.
3. TERMINATION OF EMPLOYMENT.
(A) If, prior to the date that this Option shall first become exercisable,
the Optionee's employment with the Company or any subsidiary of the Company
shall be terminated for any reason other than a Change in Control of the
Company, the Optionee's right to exercise this Option shall terminate and all
rights hereunder shall cease. As used in this Agreement, the term "subsidiary"
of the Company means any "subsidiary corporation" as defined in Section 424(f)
of the Code, and the term "employment" means employment with the Company or any
subsidiary of the Company.
<PAGE>
(B) If, on or after the date that this Option shall first become
exercisable, the Optionee's employment is involuntarily terminated by the
Company for reasons other than Cause (as hereinafter defined), the Optionee
shall have the right, until the earlier of (i) the expiration of this Option or
(ii) thirty (30) days after such termination of employment, to exercise this
Option to the extent that it shall have been exercisable and unexercised on the
date of such termination of employment, subject to any other limitation on the
exercise of such Option in effect at the date of exercise.
(C) If, on or after the date that this Option shall first become
exercisable, the Optionee's employment is terminated voluntarily by the
Optionee, or by the Company due to Cause, the Optionee's right to exercise this
Option shall terminate as of the date on which the Optionee's employment is
terminated. The term "Cause" as used herein shall mean the Optionee's
termination of employment due to willful, gross misconduct by the Optionee, a
willful and material breach by the Optionee of his or her duties with respect to
the employment relationship with the Company or its subsidiary, or an act of
material dishonesty or fraud by the Optionee that is injurious to the Company or
its subsidiary.
(D) If, on or after the date that this Option shall first become
exercisable, the Optionee shall die or become disabled, (as defined in Section
22(e) of the Code), the Optionee or the executor or administrator of the estate
of the Optionee (as the case may be) or the person or persons to whom the Option
shall have been transferred by will or the laws of descent and distribution,
shall have the right, until the earlier of (i) the expiration of this Option or
(ii) one year from the date of the Optionee's termination of employment due to
death or disability, to exercise this Option to the extent that it was
exercisable and unexercised on the date of the Optionee's termination of
employment due to death or disability, subject to any other limitation on
exercise in effect at the date of exercise.
(E) The transfer of the Optionee from one corporation to another among the
Company and any of its subsidiaries, or a leave of absence with the written
consent of the Company or any of its subsidiaries, shall not be a termination of
employment for purposes of this Option.
4. RIGHT OF FIRST REFUSAL
(A) Before shares acquired pursuant to the exercise of this Option may be
transferred to an individual other than an Optionee's spouse, such shares must
first be offered to the Company, which shall have thirty (30) days following its
receipt of written notice from the Optionee, to repurchase such shares at their
then fair market value as determined in good faith by the Company's Board (as
hereinafter defined).
(B) If an Optionee's employment with the Company or its subsidiary is
terminated for Cause, then the Company shall have thirty (30) days following
such termination date to consider the repurchase of the Optionee's shares which
have been acquired pursuant to the exercise of the Option granted hereby. The
Company's repurchase price shall be the lower of the Option price paid by the
2
<PAGE>
Optionee or the "book value" of the Company's Common Stock, as determined by the
Company's independent accountants.
5. EXERCISE OF OPTION.
(A) The Optionee, from time to time during the period when the Option
hereby granted may by its terms be exercised, may exercise the Option in whole
or in part as at the time permitted, by delivery to the Company of: (i) a
written notice signed by the Optionee (A) stating the number of shares that the
Optionee has elected to purchase at that time from the Company, (B) upon the
request of the Company, a signed statement from the Optionee representing that
he/she is acquiring the shares being purchased for investment and not for
resale; and (ii) cash, personal check, certified or bank cashier's check for an
amount equal to the purchase price of the shares then to be purchased.
(B) After receipt of the foregoing, and subject to Section 5 below, the
Company shall issue such shares in the name of the Optionee and deliver the
certificates therefor to the Optionee.
6. COMPLIANCE WITH SECURITIES LAWS. Anything to the contrary herein
notwithstanding, the Company's obligation to sell and deliver stock under this
Option is subject to such compliance with federal and state laws, rules and
regulations applying to the authorization, issuance or sale of securities as the
Company deems necessary or advisable. The Company shall not be required to sell
and deliver stock pursuant hereto unless and until it receives satisfactory
proof that the issuance or transfer of such shares will not violate any of the
provisions of any federal or state law governing the sale of securities, or that
there has been compliance with the provisions of such acts, rules, regulations
and laws. If the Optionee fails to accept delivery and pay for all or any part
of the number of shares specified by such notice upon tender of delivery
thereof, the Optionee's right to exercise this Option with respect to such
undelivered shares may be terminated by the Company.
7. NON-ASSIGNABILITY. The Option hereby granted shall not be
transferable by the Optionee other than by will or the laws of descent and
distribution, and the Option may be exercised during the Optionee's lifetime
only by the Optionee. Any transferee of the Option shall take the same subject
to the terms and conditions of this Agreement. No such transfer of the Option
shall be effective to bind the Company unless the Company shall have been
furnished with written notice thereof and a copy of the will and/or such other
evidence as the Company may deem necessary to establish the validity of the
transfer and the acceptance by the transferee or transferees of the terms and
conditions of this Agreement. No assignment or transfer of this Option, or of
the rights represented thereby, whether voluntary or involuntary, by operation
of law or otherwise, except a transfer by the Optionee by will or by the laws of
descent and distribution, shall vest in the purported assignee or transferee any
interest or right herein whatsoever.
3
<PAGE>
8. WITHHOLDING. The Optionee hereby authorizes the Company to withhold
from his or her compensation or agrees to tender the applicable amount to the
Company to satisfy any requirements for withholding of income and employment
taxes in connection with the exercise of the Option granted hereby.
9. DISPUTES. As a condition to the granting of the Option granted
hereby, the Optionee and the Optionee's successors and assigns agree that any
dispute or disagreement which shall arise under or as a result of this Agreement
shall be determined by the Board of Directors (the "Board") in its sole
discretion and judgment and that any such determination and any interpretation
by the Board of the terms of this Agreement shall be final and shall be binding
and conclusive for all purposes.
10. ADJUSTMENTS. In the event of any stock dividend, stock split,
reclassification, merger, consolidation, or similar transaction affecting the
shares covered by this Option, such shares shall be appropriately adjusted in
accordance with Section 14 of the Plan.
11. RIGHTS AS SHAREHOLDER. The Optionee shall have no rights as a
shareholder of the Company with respect to any of the shares covered by this
Option until the issuance of a stock certificate or certificates upon the
exercise of the Option in full or in part, and then only with respect to the
shares represented by such certificate or certificates.
12. NOTICES. Every notice relating to this Agreement shall be in writing
and if given by mail shall be given by registered or certified mail with return
receipt requested. All notices to the Company shall be delivered to the
Company's, Treasurer, at the principal officer of the Company. All notices by
the Company to the Optionee shall be delivered to the Optionee personally or
addressed to the Optionee at the Optionee's last residence address as then
contained in the records of the Company or such other address as the Optionee
may designate. Either party by notice to the other may designate a different
address to which notices shall be addressed. Any notice given by the Company to
the Optionee at the Optionee's last designated address shall be effective to
bind any other person who shall acquire rights hereunder.
13. "OPTIONEE" TO INCLUDE CERTAIN TRANSFEREES. Whenever the word
"Optionee" is used in any provision of this Agreement under circumstances where
the provision should logically apply to any other person or persons to whom the
Option, in accordance with the provisions of Section 7 hereof, may be
transferred, the word "Optionee" shall be deemed to include such person or
persons.
14. GOVERNING LAW. This Agreement has been made in and shall be construed
in accordance with the laws of the State of Michigan.
15. PROVISIONS OF PLAN CONTROLLING. The provisions hereof are subject to
the terms and provisions of the Plan attached hereto. In the event of any
conflict between the provisions of this Option and the provisions of the Plan,
the provisions of the Plan shall control.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
IMPERIAL ACQUISITION CORPORATION,
a Michigan corporation
By:_______________________________
Its:_____________________________
_____________________________
Optionee
5
<PAGE>
EXHIBIT 5.1
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-8
42,900 Shares of $.0001 par value
Common Stock
Just For Feet, Inc./IAC Non-Qualified Stock Option Plan
-------------------------------------------------------
Gentlemen:
We have acted as counsel for Just For Feet, Inc. (the "Company") in connection
with the registration of 42,900 shares of its $.0001 par value Common Stock (the
"Shares") reserved to the Just For Feet, Inc./IAC Non-Qualified Stock Option
Plan (the "Plan"), pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, covering the
Shares.
In connection therewith, we have examined the following:
(1) The 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 complete and correct
by the Secretary of the Company;
(3) The minute book of the Company, certified as correct and complete by the
Secretary of the Company;
(4) Certificate of Good Standing with respect to the Company, issued by the
Secretary of State of the State of Alabama; and
(5) The Registration Statement, including all exhibits thereto.
<PAGE>
Board of Directors
Just For Feet, Inc.
May 29, 1997
Page Two
Based upon such examination and upon examination of such other instruments
and records as we have deemed necessary, we are of the opinion that:
(A) The Company has been duly incorporated under the laws of the State of
Alabama and is validly existing and in good standing under the laws of
that state.
(B) The Shares covered by the Registration Statement have been legally
authorized and when issued in accordance with the terms described in
said Registration Statement, will be validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the aforementioned
Registration Statement on Form S-8 and to the reference to this firm under the
caption "Legal Matters" in the Prospectus. In giving this consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Sincerely,
SMITH, GAMBRELL & RUSSELL, LLP
/s/ Marlon F. Starr
------------------------------
Marlon F. Starr
MFS/dkaw
<PAGE>
EXHIBIT 10.16
IMPERIAL ACQUISITION CORPORATION
1996 NONQUALIFIED STOCK OPTION PLAN
(EFFECTIVE AS OF OCTOBER 1, 1996)
1. PURPOSE. The purpose of the 1996 Nonqualified Stock Option Plan (the
"Plan") is to promote the best interests of Imperial Acquisition Corporation, a
Michigan corporation (the "Company"), and its shareholders by encouraging key
employees of the Company to acquire an ownership interest in the Company through
stock options, thus indentifying their interests with those of its shareholders
and encouraging the employees to make greater efforts on behalf of the Company.
2. CERTAIN DEFINITIONS. As used in this Plan, the term "Subsidiary" of
the Company means any "subsidiary corporation" as defined in Section 424(f) of
the Internal Revenue Code of 1986, as amended (the "Code"); the term "Employee"
means an individual with an "employment relationship" with the Company or any
Subsidiary as defined in Regulation 1.421-7(h) of the Income Tax Regulations;
the term "Option" means a nonqualified option; "Optionee" means an Employee who
has received an Option grant under the Plan; and the term "Employment" means
employment with the Company or any subsidiary of the Company.
3. ADMINISTRATION. The Plan shall be administered by the Board of
Directors of the Company (the "Board"). The Board shall interpret the Plan,
prescribe, amend, and rescind rules and regulations relating to the Plan, and
make all other determinations necessary or advisable for its administration.
The decision of the Board on any question concerning the interpretation of the
Plan or any Option granted under the Plan shall be final and binding upon all
Optionees. No member of the Board shall be liable for any action or
determination made in good faith with respect to the Plan or any grant
hereunder.
4. PARTICIPANTS. Participants in the Plan shall be such key Employees
(including Employees who are directors) of the Company or any of its
Subsidiaries as the Board, in its sole discretion, may select from time to time.
The Board may grant Options to an individual upon the condition that the
individual become an Employee of the Company or any Subsidiary, provided that
the Option shall be deemed to be granted only on the date the individual becomes
an Employee.
5. STOCK. The stock subject to Options under the Plan shall be the
Common Stock, par value $.01 per share ("Common Stock"), of the Company, and may
be either
<PAGE>
authorized and unissued shares thereof or shares reacquired by the Company. The
total number of shares of Common Stock which may be issued pursuant to the
exercise of Options under the Plan shall not exceed Thirty Thousand (30,000),
subject to adjustment in accordance with Section 14 hereof. Shares subject to
any unexercised portion of a terminated, canceled or expired Option granted
under the Plan shall become available for new grants under the Plan.
6. AWARD OF OPTIONS. The Board, at any time and from time to time,
subject to Section 20 hereof, may grant Options to Employees and for such number
of shares of Common Stock as it shall designate. Each Option granted hereunder
shall meet all of the terms and conditions of the Plan. Any Employee may hold
more than one Option under the Plan and any other stock option plan of the
Company. The date on which an Option is granted shall be the date of the Board's
authorization of the Option or such later date as shall be determined by the
Board at the time the Option is authorized. Each Option shall be evidenced by a
stock option agreement (the "Agreement") in such form and containing such
provisions not inconsistent with the Plan as the Board shall direct.
7. OPTION PRICE. The Board shall determine the option price per share
for each Option granted under the Plan. All stock options shall have an option
price equal to at least 100% of the Fair Market Value of the Company's Common
Stock on the date of grant. "Fair Market Value" means, for purposes of
determining the value of the Common Stock on the date an option is granted, the
per share value of the Common Stock as determined in good faith by the Board as
of such date. Fair Market Value for purposes of the Plan shall not be less than
the book value of the Company's Common Stock.
8. EXERCISE OF STOCK OPTIONS.
(A) Unless designated otherwise by the Board in an Optionee's
Agreement, twenty percent (20%) of the shares of the Company's Common
Stock issuable pursuant to the exercise of an Option granted hereunder
shall vest on each anniversary of the grant date until the Option
shall become fully exercisable on the fifth (5th) anniversary thereof.
(B) No stock option shall be exercisable after the tenth (10th)
anniversary of the date of grant, or such earlier date as designated
by the Board.
9. PAYMENT FOR OPTION SHARES. The purchase price for shares of Common
Stock to be acquired upon exercise of an Option granted hereunder shall be paid
in full in cash or by personal check, bank draft or money order at the time of
exercise. At the time of grant, the Board may specify that an Option may be
exercised through a loan from the Company, the terms of which shall be
determined by the Board and shall be included in the Agreement.
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10. PARTIAL EXERCISE. The Board may permit, and shall establish procedures
for, the partial exercise of Options granted under the Plan.
11. TERMINATION OF EMPLOYMENT.
(A) TERMINATION PRIOR TO VESTING. If, prior to the date that an Option
first becomes exercisable, an Optionee's Employment is terminated for
any reason other than a Change in Control (as hereinafter defined),
the Optionee's right to exercise the Option shall terminate and all
rights thereunder shall cease.
(B) INVOLUNTARY TERMINATION. If, on or after the date that an Option
first becomes exercisable, an Optionee's Employment is involuntarily
terminated by the Company for reasons other than Cause (as hereinafter
defined), the Optionee shall have the right, until the earlier of (i)
the expiration of the Option or (ii) thirty (30) days after
termination of Employment, to exercise the Option to the extent that
it was exercisable and unexercised on the date of the Optionee's
termination of Employment, subject to any other limitation on the
exercise of the Option in effect on the date of exercise. The Board
may designate in an Optionee's Agreement that an Option shall
terminate at an earlier time than set forth above.
(C) VOLUNTARY/FOR CAUSE TERMINATION. If, on or after the date that an
Option first becomes exercisable, an Optionee's Employment is
terminated voluntarily by the Optionee, or by the Company due to
Cause, the Optionee's right to exercise the Option shall terminate as
of the date on which the Optionee's Employment is terminated. "Cause"
as used herein shall mean an Optionee's termination of Employment due
to willful gross misconduct by the Optionee, willful and material
breach of duties by the Optionee, or an act of material dishonesty or
fraud by the Optionee that is injurious to the Company.
(D) DEATH OR DISABILITY TERMINATION. If, on or after the date that an
Option first becomes exercisable, an Optionee's Employment is
terminated by death or disability (as defined in Section 22(e) of the
Code) while the Option is still exercisable, the Optionee (or the
person or persons to whom the Option shall have been transferred by
will or the laws of descent and distribution) shall have the right,
until the earlier of (i) the expiration of the Option or (ii) one (1)
year from the date of the Optionee's termination of Employment due to
death or disability, to exercise the Option to the extent that it was
exercisable and unexercised on the date of the Optionee's termination
due to death or disability, subject to any other limitation on the
exercise of the Option in effect on the date of exercise. The Board
may designate in an Optionee's Agreement that an
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Option shall terminate at an earlier time than set forth above.
(E) ACCELERATION. The Board, at the time of an Optionee's
termination of Employment, may accelerate an Optionee's right to
exercise an Option or extend the exercise period of an Option.
(F) FORFEITURE. Shares subject to Options that are not exercised in
accordance with the provisions of (a) through (d) above shall expire
and be forfeited by the Optionee as of their expiration date and shall
become available for new grants under the Plan as of such date.
(G) The transfer of an Employee from one corporation to another among
the Company and any of its Subsidiaries, or a leave of absence with
the written consent of the Company or Subsidiary, shall not be deemed
a termination of Employment for purposes of the Plan.
12. CHANGE IN CONTROL. Notwithstanding anything contained herein to the
contrary, upon a Change in Control, any outstanding Option granted hereunder
immediately shall become exercisable in full, regardless of any installment
provision applicable to such Option. "Change in Control", for purposes of the
Plan, means the occurrence of any of the following events: (i) the acquisition
of ownership by a person, firm or corporation, or a group acting in concert, of
fifty percent (50%), or more, of the outstanding Common Stock of the Company in
a single transaction or a series of related transactions within a twelve (12)
month period; (ii) a sale of all or substantially all of the assets of the
Company to any person, firm or corporation; or (iii) a merger or similar
transaction between the Company and another entity if shareholders of the
Company do not own a majority of the voting stock of the corporation surviving
the transaction and a majority in value of the total outstanding shares of
capital stock of such surviving corporation after the transaction; or (iv) a
fifty percent (50%) change in the composition of the Board within a twelve (12)
month period that has not been approved by a majority of the outgoing members of
the Board.
13. RIGHT OF FIRST REFUSAL.
(A) Before Option shares acquired under the Plan may be transferred
to an individual other than an Optionee's spouse, they first must be
offered to the Company, which shall have thirty (30) days following
its receipt of written notice thereof from the Optionee, to repurchase
the shares at their then Fair Market Value.
(B) If an Optionee's Employment with the Company is terminated for
Cause, then the Company has thirty (30) days following such
termination date to
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consider the repurchase of the Optionee's shares that have been
acquired by the Optionee under the Plan. The Company's repurchase
price shall be the lower of the Option price paid by the Optionee or
the "book value" of the Common Stock, as determined by the Company's
independent accountants.
14. ADJUSTMENTS.
(A) The total number shares of Common Stock reserved for issuance
under the Plan, and the number of shares subject to any Option granted
to an Optionee (both as to the number of shares of Common Stock and
the Option price), shall be appropriately adjusted for any increase or
decrease in the number of outstanding shares of Common Stock resulting
from a stock split, payment of a stock dividend on Common Stock, a
subdivision or combination of shares of Common Stock, or a
reclassification of Common Stock, and in the event of a merger in
which the Company shall be the surviving corporation.
(B) The foregoing adjustments, and their application to particular
circumstances, shall be determined by the Board in its sole
discretion. Any such adjustment may provide for the elimination of any
fractional share which might otherwise become subject to an Option.
15. RIGHTS PRIOR TO ISSUANCE OF SHARES. No Optionee shall have any rights
as a shareholder with respect to any shares covered by an Option until the
issuance of a stock certificate to the Optionee for such shares. No adjustment
shall be made for dividends or other rights with respect to such shares for
which the record date is prior to the date such certificate is issued.
16. NON-ASSIGNABILITY. No Option shall be transferable by an Optionee
except by will or the laws of descent and distribution. During the lifetime of
an Optionee, an Option shall be exercised only by the Optionee. No transfer of
an Option by will or by the laws of descent and distribution shall be effective
to bind the Company unless the Company shall have been furnished with written
notice thereof and a copy of the will or such evidence as the Company may deem
necessary to establish the validity of the transfer and the acceptance by the
transferee of the terms and conditions of the Option.
17. SECURITIES LAWS.
(A) Anything to the contrary herein notwithstanding, the Company's
obligation to sell and deliver stock pursuant to the exercise of a
stock option is subject to such compliance with applicable federal and
state laws, rules and regulations relating to the authorization,
issuance or sale of securities as the
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Company deems necessary or advisable. The Company shall not be
required to sell, issue or deliver shares of Common Stock unless and
until it receives satisfactory assurance that the issuance or transfer
of such shares shall not violate any provisions of any federal or
state laws governing the sale of securities, or that there has been
compliance with the provisions of such rules, regulations and laws.
(B) The Board may impose such restrictions on any shares of Common
Stock acquired pursuant to the exercise of an Option under the Plan as
it may deem advisable, including, without limitation, restrictions
under applicable federal securities law, or under any blue sky or
state securities laws applicable to such shares. No shares shall be
issued until counsel for the Company has determined that the Company
has complied with all requirements under appropriate securities laws.
18. CERTIFICATE LEGEND. In addition to any legends placed on certificates
pursuant to Section 17 hereof, each stock certificate representing shares of
Common Stock issued pursuant to the exercise of an Option granted hereunder
shall bear the following legend:
The sale or other transfer of the shares of stock
represented by this certificate, whether voluntary,
involuntary or by operation of law, is subject to certain
restrictions on transfers set forth in the Imperial
Acquisition Corporation ("Company") 1996 Stock Option Plan
("Plan") and rules adopted pursuant to the Plan and an
Option Agreement dated _________________. A copy of the Plan
and such rules may be obtained from the President of the
Company.
19. WITHHOLDING TAXES. The Company shall have the right to withhold from
an Optionee's compensation or require an Optionee to remit sufficient funds to
the Company to satisfy any applicable withholding requirements for income and
employment taxes in the event of the exercise of an Option.
20. TERMINATION AND AMENDMENT.
(A) The Board may terminate the Plan, or the granting of Options
under the Plan, at any time. No Option shall be granted under the Plan
after September 30, 2006. Termination of the Plan shall not affect the
rights of the holders of any Options previously granted and then
outstanding.
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(B) The Board may amend, modify or terminate the Plan at any time and
from time to time, but no amendment, modification or termination of
the Plan shall in any manner affect any Option granted under the Plan
without the consent of the Optionee holding the Option.
21. APPROVAL OF PLAN. The Plan shall be subject to the approval of the
Board. No Option granted under the Plan may be exercised in whole or in part
until the Plan has been approved by the Board.
22. EFFECT ON EMPLOYMENT. Neither the adoption of the Plan, nor the
granting of any Option pursuant to it, shall be deemed to create any right in
any individual to be retained or continued in the Employment of the Company or
any of its Subsidiaries.
23. USE OF PROCEEDS. The proceeds received from the sale of Common Stock
pursuant to the Plan will be used for general corporate purposed of the Company.
IMPERIAL ACQUISITIONS CORPORATION
By:_____________________________
Bruce Mommsen
Its: Chairman
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Approved by Board of Directors: 10/01/96
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Just For Feet, Inc. and subsidiaries on Form S-8 regarding the Just For Feet,
Inc./IAC Non-Qualified Stock Option Plan of our report dated March 17, 1997
appearing in the Annual Report on Form 10-K of Just For Feet, Inc. for the year
ended January 31, 1997.
/s/ Deloitte & Touche LLP
Birmingham, Alabama
May 28, 1997
