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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) June 10, 1997
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Just For Feet, Inc.
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(Exact name of registrant as specified in its charter)
Alabama 0-23570 63-0734234
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
7400 Cahaba Valley Road, Birmingham, Alabama 35242
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (205) 408-3000
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
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On June 10, 1997, the Registrant issued a press release announcing
that it proposed to offer a new issue of $100 million principal amount of
Convertible Subordinated Notes due 2004. The Notes would be convertible into the
Registrant's common stock at the option of the holder. The Registrant may also
issue up to an additional $15 million of Notes to cover over-allotments made in
connection with such offering. The Registrant intends to use the proceeds from
the sale of the Notes for general corporate purposes, including working capital
to fund the Company's expansion and for potential acquisitions.
On June 23, 1997, the Registrant issued a press release announcing
that it had postponed the private placement of Notes in order to obtain
shareholder approval to issue the debt as required by the Constitution of the
State of Alabama (the Registrant's state of incorporation).
The foregoing summary is subject to the full text of the press
releases with respect thereto, copies of which are attached hereto as Exhibits
99.1 and 99.2, which exhibits are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits. The following exhibits are filed with this Report:
99.1 - Press Release (June 10, 1997)
99.2 - Press Release (June 23, 1997)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
JUST FOR FEET, INC.
By: /s/ Eric L. Tyra
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Eric L. Tyra
Executive Vice President and Chief
Financial Officer
Dated: July 3, 1997
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EXHIBIT 99.1
Just For Feet, Inc. Announces $100 Million Convertible Subordinated Note
Offering
BIRMINGHAM, ALABAMA, June 10, 1997 -- Just For Feet, Inc. (Nasdaq: FEET)
announced today that it proposes to offer a new issue of $100 million of
Convertible Subordinated Notes due 2004 (the "Notes").
The Notes will be convertible into Just For Feet Common Stock, at the
option of the holder. The Company may also issue up to an additional $15 million
of Notes to cover over-allotments made in connection with such offering.
The Company intends to use the proceeds from the sale of the Notes for
general corporate purposes, including working capital to fund the Company's
expansion and for potential acquisitions.
Neither the Notes nor the Common Stock issuable upon the conversion thereof
has been registered under the Securities Act of 1933 and may not be offered or
sold in the United States except pursuant to an applicable exemption from the
Securities Act registration requirements.
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This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes. This press release is being issued
pursuant to and in accordance with Rule 135c under the Securities Act.
For additional information, please contact:
Harold Ruttenberg, Chairman and Chief Executive Officer
Eric Tyra, Chief Financial Officer
205/408-3000
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Exhibit 99.2
Just For Feet, Inc. Announces Postponement of $100 Million
Subordinated Note Placement
BIRMINGHAM, ALABAMA, June 23, 1997--Just For Feet, Inc. (Nasdaq: FEET),
an Alabama corporation, announced today that it has postponed its previously
announced private placement of $100 million of Convertible Subordinated Notes
due 2004. The Company stated that Alabama law required it to obtain shareholder
approval to issue the debt. The Company anticipates obtaining the required
shareholder approval and recommencing the private placement at a later date.
Safe habor statement under the Private Securities Litigation Reform Act of 1995:
The matters discussed in this news release are forward looking statements that
involve risks and uncertainties and are not guarantees of future performance.
For additional information, please contact:
Harold Ruttenberg, Chairman and Chief Executive Officer
Eric Tyra, Chief Financial Offer
205/408-3000
