<PAGE>
As filed with the Securities and Exchange Commission on June 9, 1999
Registration No. 333-26345
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
POST-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)
Delaware 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
Promenade II, Suite 3100
1230 Peachtree Street, N.E.
Atlanta, Georgia 30309
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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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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The Registrant hereby withdraws from registration 104,969 shares out of the
188,969 shares of its $.0001 par value Common Stock registered pursuant to this
Registration Statement. The 104,969 shares being withdrawn by this post-
effective amendment represent all of the shares under the Registration Statement
which remain unsold as of the date of this post-effective amendment.
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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 Post-Effective
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, on the 8th day of
June, 1999.
JUST FOR FEET, INC.
Date: June 8, 1999 By: /s/ Harold Ruttenberg
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Harold Ruttenberg
Chairman of the Board,
President and Chief Executive Officer
Date: June 8, 1999 By: /s/ Eric L. Tyra
-----------------------------------------
Eric L. Tyra
Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 has been signed below by the following persons on
behalf of the Registrant in the capacities and on the dates indicated:
Signature Title Date
- -------------------------- ------------------------- -------------
/s/ Harold Ruttenberg Chairman of the Board, June 8, 1999
- -------------------------- President and Chief
Harold Ruttenberg Executive Officer
/s/ Eric L. Tyra Executive Vice June 8, 1999
- -------------------------- President,
Eric L. Tyra Chief Financial Officer
and Director
* Director June 8, 1999
- --------------------------
Michael P. Lazarus
* Director June 8, 1999
- --------------------------
Bart Starr, Sr.
* Director June 8, 1999
- --------------------------
Randall L. Haines
* Director June 8, 1999
- --------------------------
David F. Bellet
* Director June 8, 1999
- --------------------------
Edward S. Croft, III
* Director June 8, 1999
- --------------------------
Warren C. Smith, Jr.
*By: /s/ Eric L. Tyra
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Eric L. Tyra, as Attorney-in-Fact
