<PAGE>
As filed with the Securities and Exchange Commission on June 6, 2000
Registration No. 333-67389
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1
to
Form S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Mrs. Fields' Great American The Mrs. Pretzelmaker, Pretzel Time,
Original Cookie Company, Fields' Brand, Inc. Inc.
Cookies, Inc. Inc. Inc. (Exact name of (Exact name
(Exact name of (Exact name of (Exact name of Registrant as of Registrant
Registrant as Registrant as Registrant as specified in as
specified in DELAWARE its charter)
its charter) UTAH
UTAH
specified in specified in specified in
its charter) its charter) its charter)
(State or other (State or other (State or
jurisdiction of jurisdiction of other
incorporation incorporation jurisdiction
DELAWARE or or of
(State or other DELAWARE organization) organization) incorporation
jurisdiction of (State or other or
incorporation jurisdiction of organization)
or incorporation 6749 6749 6749
organization) or (Primary (Primary (Primary
organization) Standard Standard Standard
6749 Industrial Industrial Industrial
(Primary 6749 Classification Classification Classification
Standard (Primary Code Number) Code Number) Code Number)
Industrial Standard
Classification Industrial
Code Number) Classification 87-0563472 84-1298591 87-0499982
Code Number) (I.R.S. (I.R.S. (I.R.S.
87-0552899 Employer Employer Employer
(I.R.S. 58-1295221 Identification Identification Identification
Employer (I.R.S. No.) No.) No.)
Identification Employer
No.) Identification 2855 East 2855 East 2855 East
No.) Cottonwood Cottonwood Cottonwood
2855 East Parkway, Parkway, Parkway,
Cottonwood 2855 East Suite 400, Salt Suite 400, Salt Suite 400,
Parkway, Cottonwood Lake City, Lake City, Salt Lake
Suite 400, Salt Parkway, Utah 84121 Utah 84121 City,
Lake City, Suite 400, Salt (801) 736-5600 (801) 736-5600 Utah 84121
Utah 84121 Lake City, (Address, (Address, (801) 736-
(801) 736-5600 Utah 84121 including zip including zip 5600
(Address, (801) 736-5600 code and code and (Address,
including zip (Address, telephone telephone including zip
code and including zip number, number, code and
telephone code and including area including area telephone
number, telephone code, of code, of number,
including area number, Registrant's Registrant's including
code, including principal principal area code, of
of Registrant's area code, of executive executive Registrant's
principal Registrant's offices) offices) principal
executive principal executive
offices) executive Michael Ward, Michael Ward, offices)
offices) Esq. Esq. Michael Ward,
Esq.
Michael Ward, The Mrs. Pretzelmaker, Pretzel Time,
Esq. Michael Ward, Fields' Brand, Inc. Inc.
Vice President, Esq. Inc. 2855 East 2855 East
General Counsel Great American 2855 East Cottonwood Cottonwood
Mrs. Fields' Cookie Company, Cottonwood Parkway, Parkway,
Original Inc. Parkway, Suite 400, Salt Suite 400,
Cookies, Inc. 2855 East Suite 400, Salt Lake City, Salt Lake
2855 East Cottonwood Lake City, Utah 84121 City,
Cottonwood Parkway, Utah 84121 (801) 736-5600 Utah 84121
Parkway, Suite 400, Salt (801) 736-5600 (Name, address, (801) 736-
Suite 400, Salt Lake City, (Name, address, including zip 5600
Lake City, Utah 84121 including zip code, and (Name,
Utah 84121 (801) 736-5600 code, and telephone address,
(801) 736-5600 (Name, address, telephone number, including zip
(Name, address, including zip number, including area code, and
including zip code, and including area code, of telephone
code, and telephone code, of agents for number,
telephone number, agents for service) including
number, including area service) area code, of
including area code, agents for
code, of agents of agents for service)
for service) service)
copies to:
Randall H. Doud, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
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Approximate Date of Commencement of Proposed Sale to the Public Offering
commenced following effectiveness of registration statement.
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If any of the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this form is a post-effective amendment filed pursuant to Rule 462(d) 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. [X] Registration No. 333-67389
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Amount maximum maximum Amount of
Title of each class of to be offering price aggregate registration
securities to be registered registered per unit offering price fee
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mrs. Fields' Original Cookies, Inc. Series B
Senior Notes due 2004 $53,725,000 100%(/1/) $53,725,000(/1/) $14,935.55(/2/)
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The Mrs. Fields' Brand, Inc. Guarantee with re-
spect to 10 1/8% Series B Senior Notes due 2004
0(/3/)
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Great American Cookie Company, Inc. Guarantee
with respect to 10 1/8% Series B Senior Notes
due 2004 0(/3/)
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Pretzelmaker, Inc. Guarantee with respect to 10
1/8% Series B Senior Notes due 2004 0(/3/)
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Pretzel Time, Inc. Guarantee with respect to 10
1/8% Series B Senior Notes due 2004 0(/3/)
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(f) promulgated under the Securities Act of 1933,
as amended.
(2) Previously paid.
(3) No separate consideration will be received for the guarantees, and no
separate fee is payable, pursuant to 457(n) promulgated under the
Securities Act of 1933, as amended.
--------------
The Registrants hereby amend this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrants 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 this 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>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-4
(File No. 333-67389) of Mrs. Fields' Original Cookies, Inc., The Mrs. Fields'
Brand, Inc., Great American Cookie Company, Inc., Pretzelmaker, Inc., and
Pretzel Time, Inc., (the "Registration Statement"), initially filed with the
Securities and Exchange Commission on November 17, 1998, is being solely to
include exhibits.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT
1.1+ Purchase Agreement, dated as of August 13, 1998, among Mrs. Fields'
Original Cookies, Inc., The Mrs. Fields Brand Inc., Great American
Cookie Company, Inc., Jefferies & Company, Inc. and BT Alex. Brown
Incorporated.
2.2+ Stock Purchase Agreement among Mrs. Fields' Holding Company, Inc. and
Martin E. Lisiewski, shareholder of Pretzel Time, Inc., dated as of
June 12, 1998.
2.3+ Securities Purchase Agreement by and among Cookies USA, Inc., the
Individuals and Entities Identified Therein as The Sellers and Mrs.
Fields' Original Cookies, Inc., dated as of August 13, 1998.
2.4+ Stock Purchase Agreement among Mrs. Fields' Original Cookies, Inc., as
Buyer, and Jake Tortorice of Chocolate Chip Cookies of Texas, Inc. as
Seller. Filed as Exhibit 2.3 to the 8-K dated September 3, 1998.
2.5+ Stock Purchase Agreement among Mrs. Fields' Original Cookies, Inc., as
Buyer, and Lawrence J. Cohen, Mildred S. Cohen, Jerome E. Mouton,
Steven J. Bryan and Jason A. Piltzmaker, holders of all outstanding
capital stock of Deblan Corporation, as Sellers Filed as Exhibit 2.2 to
the 8-K dated September 3, 1998.
2.6+ Asset Purchase Agreement between Mrs. Fields' Original Cookies, Inc.
and ASK & MSK Family Limited Partnership-II(B), Ltd. Filed as exhibit
2.4 to the 8-K dated September 3, 1998.
2.7+ Asset Purchase Agreement between Mrs. Fields' Original Cookies, Inc.
and Crossroads Cookies, Inc. Filed as exhibit 2.5 to the 8-K dated
September 3, 1998.
2.8+ Asset Purchase Agreement between Mrs. Fields' Original Cookies, Inc.
and Hot Barton and Northpark Cookies, Inc. Filed as exhibit 2.6 to the
8-K dated September 3, 1998.
2.9+ Asset Purchase Agreement between Mrs. Fields' Original Cookies, Inc.
and Northpark Cookies, Inc. Filed as exhibit 2.7 to the 8-K dated
September 3, 1998.
II-1
<PAGE>
EXHIBIT (CONTINUED)
2.10+ Asset Purchase Agreement between Mrs. Fields' Original Cookies, Inc.
and Quail Springs Cookies, Inc. Filed as exhibit 2.8 to the 8-K dated
September 3, 1998.
2.11+ Asset Purchase Agreement between Mrs. Fields' Original Cookies, Inc.
and Westgate Cookies, Inc. Filed as exhibit 2.9 to the 8-K dated
September 3, 1998.
2.12+ Asset Purchase Agreement between Mrs. Fields' Original Cookies, Inc. as
buyer, The Cookie Conglomerate, Inc. and The Cookie Conglomerate, LLP.,
as sellers, and Ronald A. Eichel and Alan M. Kuchn, partners of The
Cookie Conglomerate LLP. and shareholders of the Cookie Conglomerate,
Inc., dated as of October 5, 1998.
2.13+ Stock Purchase Agreement between Mrs. Fields' Original Cookies, Inc.,
as buyer, and Martin E. Lisiewski, a shareholder of Pretzel Time, Inc.,
dated as of December 9, 1998.
2.14+ Stock Purchase Agreement between Mrs. Fields' Holding Company, Inc.,
and Mrs. Fields' Original Cookies, Inc. as buyer, and Pretzel Time,
Inc. and Martin E. Lisiewski, as seller, dated as of December 30, 1998.
2.15+ Stock Purchase Agreement between Mrs. Fields' Original Cookies, Inc.,
as buyer and Pretzelmaker Holdings, Inc., Mark N. Geman, Donald G. Cox,
Jr. and Louis H. Marks as principal sellers, dated as of November 19,
1998.
3.1+ Restated Certificate of Incorporation of Mrs. Fields' Original Cookies,
Inc., filed as Exhibit 3.1 to the Company's Registration Statement on
Form S-4 (No. 333-45179) and incorporated by reference herein.
3.2+ Restated Certificate of Incorporation of The Mrs. Fields' Brand, Inc.,
filed as Exhibit 3.2 to the Company's Registration Statement on Form S-
4 (No. 333-45179) and incorporated by reference herein.
3.3+ Certificate of Designations of the Mrs. Fields' Brand, Inc., dated as
of September 18, 1996, filed as Exhibit 3.3 to the Company's
Registration Statement on Form S-4 (No. 333-45179) and incorporated by
reference herein.
3.4+ Amended and Restated Certificate of Incorporation of Great American
Cookie Company, Inc.
3.5+ Amended and Restated Articles of Incorporation of Pretzelmaker, Inc.
3.6+ Articles of Incorporation of Pretzel Time of Utah, Inc.
3.7+ Articles of Amendment to the Articles of Incorporation of Pretzel Time
of Utah, Inc.
3.8+ By-Laws of Mrs. Fields' Original Cookies, Inc., filed as Exhibit 3.4 to
the Company's Registration Statement on S-4 (No. 333-45179) and
incorporated by reference herein.
3.9+ By-Laws of The Mrs. Fields' Brand, Inc., filed as Exhibit 3.5 to the
Company's Registration Statement on S-4 (No. 333-45179) and
incorporated by reference herein.
3.10+ By-Laws of Great American Cookie Company, Inc.
3.11+ By-Laws of Pretzelmaker, Inc.
3.12+ By-Laws of Pretzel Time, Inc.
4.1+ Indenture, dated as of November 26, 1997, among Mrs. Fields' Original
Cookies, Inc., The Mrs. Fields' Brand, Inc., and The Bank of New York,
as Trustee, filed as Exhibit 4.1 to the Company's Registration
Statement on S-4 (No. 333-45179) and incorporated by reference herein.
II-2
<PAGE>
EXHIBIT (CONTINUED)
4.2+ Form of Notation of Guarantee (included as Exhibit E to Exhibit 4.1).
4.3+ Form of Certificate of Senior Note (included as Exhibit A to Exhibit
4.1).
4.4+ First Supplemental Indenture, dated as of August 24, 1998, among Mrs.
Fields' Original Cookies, Inc., The Mrs. Fields Brand, Inc., and The
Bank of New York, as Trustee.
4.5+ Second Supplemental Indenture, dated as of August 24, 1998, among Mrs.
Fields' Original Cookies, Inc., The Mrs. Fields' Brand, Inc., Great
American Cookie Company, Inc., and The Bank of New York, as trustee.
4.6+ Third Supplemental Indenture, dated as of November 20, 1998, among Mrs.
Fields' Original Cookies, Inc., Great American Cookie Company, Inc.,
The Mrs. Fields' Brand, Inc., Pretzelmaker Holdings, Inc., and The Bank
of New York, as a trustee.
4.7+ Fourth Supplemental Indenture, dated as of December 30, 1998, among
Mrs. Fields' Original Cookies, Inc., The Mrs. Fields' Brand, Inc.,
Great American Cookie Company, Inc., Pretzelmaker Holdings, Inc.,
Pretzel Time, Inc., and The Bank of New York, as trustee.
4.8+ Fifth Supplemental Indenture, dated as of January 27, 2000, among Mrs.
Fields' Original Cookies, Inc., Great American Cookie Company, Inc.,
The Mrs. Fields' Brand, Inc., Pretzelmaker Holdings, Inc., Pretzel
Time, Inc. and The Bank of New York, as trustee.
4.9+ Registration Rights Agreement, dated as of August 24, 1998, among Mrs.
Fields' Original Cookies, Inc., The Mrs. Fields Brand, Inc., Great
American Cookie Company, Inc., Jefferies & Company, Inc. and BT Alex.
Brown Incorporated.
5.1+ Opinion and consent of Skadden, Arps, Meagher & Flom LLP as to legality
of the new senior notes to be issued by Mrs. Fields' Original Cookies,
Inc. and the new guarantees.
5.2+ Opinion and consent of Michael Ward, Esq. as to legality of the new
guarantees to be issued by Pretzelmaker, Inc. and Pretzel Time, Inc.
10.1+ Asset Purchase Agreement, dated as of August 7, 1996, among Mrs. Fields
Development Corporation, The Mrs. Fields' Brand, Inc. and Capricorn II,
L.P., filed as Exhibit 10.1 to the Company's Registration Statement on
S-4 (No. 333-45179) and incorporated by reference herein.
10.2+ Asset Purchase Agreement, dated as of August 7, 1996, among Mrs.
Fields, Inc., Mrs. Fields' Original Cookies, Inc., and Capricorn
Investors II, L.P., filed as Exhibit 10.11 to the Company's
Registration Statement on S-4 (No. 333-45179) and incorporated by
reference herein.
10.3+ Amended and Restated Marketing Agreement, dated as of January 9, 1997,
between Mrs. Fields' Original Cookies, Inc. and Coca-Cola USA Fountain,
filed as Exhibit 10.27 to the Company's Registration Statement on S-4
(No. 333-45179) and incorporated by reference herein.
10.4+ Amendment dated December 1, 1997, to Amended and Restated Marketing
Agreement between Mrs. Fields' Original Cookies, Inc. and Coca-Cola USA
Fountain.
10.5+ Corollary agreement, dated September 21, 1998, to existing marketing
agreement, dated as of January 9, 1997 and amended on November 13, 1997
and December 1, 1997, between Mrs. Fields' Original Cookies, Inc. and
Coca-Cola USA.
10.6+ Employment Agreement, dated as of October 1, 1997, between Michael R.
Ward and Mrs. Fields' Original Cookies, Inc., filed as Exhibit 10.28 to
the Company's Registration Statement on S-4 (No. 333-45179) and
incorporated by reference herein.
II-3
<PAGE>
EXHIBIT (CONTINUED)
10.7+ Employment Agreement, dated as of October 1, 1997, between Pat Knotts
and Mrs. Fields' Original Cookies, Inc., filed as Exhibit 10.29 to the
Company's Registration Statement on S-4 (No. 333-45179) and
incorporated by reference herein.
10.8+ Employment Agreement, dated as of October 1, 1997, between L. Tim
Pierce and Mrs. Fields' Original Cookies, Inc., filed as Exhibit 10.30
to the Company's Registration Statement on S-4 (No. 333-45179) and
incorporated by reference herein.
10.9+ Employment Agreement, dated as of July 1, 1996, between Lawrence Hodges
and Mrs. Fields' Original Cookies, Inc., filed as Exhibit 10.31 the
Company's Registration Statement on S-4 (No. 333-45179) and
incorporated by reference herein.
10.10+ Employment Agreement, dated as of July 10, 1997, between Garry
Remington and Mrs. Fields' Original Cookies, Inc.
10.13+ Letter of Agreement, dated as of October 1, 1992, between United
Airlines, Inc. and Mrs. Fields Development Corporation, filed as
Exhibit 10.34 to the Company's Registration Statement on S-4 (No. 333-
45179) and incorporated by reference herein.
10.14+ Lease Agreement, dated as of January 18, 1998, between 2855 E.
Cottonwood Parkway, L.C. and Mrs. Fields' Original Cookies, Inc., filed
as Exhibit 10.35 to the Company's Registration Statement on S-4 (No.
333-45179) and incorporated by reference herein.
10.25+ Area Development Agreement, dated as of September 2, 1997, between
Pretzel Time, Inc. and Mrs. Fields' Original Cookies, Inc., filed as
Exhibit 10.49 to the Company's Registration Statement on S-4 (No. 333-
45179).
10.30+ Trademark license agreement dated January 3, 2000 between The Mrs.
Fields' Brand, Inc. and Nonni's Food Company, Inc.
10.31+ Purchase agreement dated December 1, 1999 between The Mrs. Fields'
Brand, Inc. and Nonni's Food Company, Inc.
10.32+ Uniform Franchise Offering Circular of Pretzel Time, Inc., as amended
on August 24, 1998.
10.33+ Uniform Franchise Offering Circular of Great American Cookie Company,
Inc., as amended on November 24, 1998.
10.36+ First Amendment to Operating Agreement for UVEST, LLC, dated July 25,
1997, between Mrs. Fields' Pretzel Concepts, Inc. and NVEST Limited,
filed as Exhibit 10.64 to the Company's Registration Statement on S-4
(No. 333-45179) and incorporated by reference herein.
10.37+ First Amendment to Operating Agreement for LV-H&M, L.L.C., Dated July
25, 1997, between Mrs. Fields' Pretzel Concepts, Inc. and Jean Jensen,
filed as Exhibit 10.65 to the Company's Registration Statement on S-4
(No. 333-45179) and incorporated by reference herein.
10.38+ Lease Agreement, dated March 2, 1995, between Price Development
Company, Limited Partnership and Mrs. Fields Cookies, filed as Exhibit
10.69 to the Company's Registration Statement on S-4 (No. 333-45179)
and incorporated by reference herein.
10.39+ Consulting Agreement, dated November 26, 1996, between Debra J. Fields
and Mrs. Fields' Original Cookies, Inc., filed as Exhibit 10.70 to the
Company's Registration Statement on S-4 (No. 333-45179) and
incorporated by reference herein.
II-4
<PAGE>
EXHIBIT (CONTINUED)
10.40+ Mrs. Fields' Holding Company, Inc. Director Stock Option Plan.
10.41+ Mrs. Fields' Holding Company, Inc. Employee Stock Option Plan.
10.42+ Mrs. Fields' Holding Company, Inc. Director Stock Purchase Plan.
10.43+ Amended and Restated Loan Agreement, dated as of February 28, 1998,
between Mrs. Fields' Original Cookies, Inc. and LaSalle National Bank,
filed as Exhibit 10.73 to the Company's Registration Statement on S-4
(No. 333-45179) and incorporated by reference herein.
10.44+ Intellectual Property Security Agreement, dated as of February 28,
1998, between Mrs. Fields' Original Cookies, Inc. and LaSalle National
Bank.
10.45+ Pledge and Security Agreement, dated as of February 28, 1998, between
Mrs. Fields' Original Cookies, Inc. and LaSalle National Bank.
10.46+ Stockholders' Agreement, dated as of July 17, 1998, between Mrs.
Fields' Holding Company, Inc. and its Stockholders.
10.47+ Form of Settlement Agreement and Release, by and among Mrs. Fields'
Original Cookies, Inc., Capricorn Investors II, L.P., a Delaware
limited partnership, Great American Cookie Company, Inc., Cookies USA,
Inc., The Jordan Company, and the Franchisees parties thereto.
10.48+ Supply Agreement, dated as of March 30, 1998 between Mrs. Fields'
Original Cookies, Inc. and LBI Acquisition Corp. d/b/a/ Pennant Foods.
10.51+ First Amendment to Amended and Restated Loan Agreement, dated as of
July 31, 1998 by and between Mrs. Fields' Original Cookies, Inc. and
LaSalle National Bank.
10.52+ Second Amendment to Amended and Restated Loan Agreement, dated as of
April 1, 1999 by Mrs. Fields' Original Cookies, Inc. and LaSalle
National Bank.
10.53+ Third Amendment to Amended and Restated Loan Agreement, dated as of
February 1, 2000 by Mrs. Field's Original Cookies, Inc. and LaSalle
National Bank.
10.55+ Employment Agreement, dated as of June 1, 1999, between Mark Tanner and
Mrs. Fields' Original Cookies, filed as Exhibit 10.12 to the Mrs.
Fields' Holdings Company, Inc. Registration Statement on Form S-4 (No.
333-67393) and incorporated herein by reference.
10.56 Mangement Agreement, dated as of May 31, 2000, by and among Mrs.
Fields' Original Cookies, Inc., TCBY Holding Company, Inc. and TCBY
Systems, LLC.
12.1+ Computation of ratio of earnings to fixed charges of Mrs. Fields'
Original Cookies, Inc.
21.1+ Subsidiaries of Mrs. Fields' Original Cookies, Inc.
23.1+ Consent of Arthur Andersen LLP
23.5+ Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 5.1)
23.9+ Consent of Michael Ward, Esq. (included in Exhibit 5.2)
24.1+ Power of attorney of certain officers and directors of the Company,
included in Part II of this Registration Statement
24.2+ Power of attorney of certain officers and directors of The Mrs. Fields'
Brand, Inc., included in Part II of this Registration Statement
24.3+ Power of attorney of certain officers and directors of Great American
Cookie Company, Inc., included in Part II of this Registration
Statement
25.1+ Form T-1 Statement of Eligibility of The Bank of New York to act as
trustee under the Indenture
27.1+ Financial Data Schedule (for SEC use only), filed as Exhibit 27 to the
Company's Form 10-K for the year ended January 1, 2000
99.1+ Form of Letter of Transmittal
99.2+ Form of Notice of Guaranteed Delivery
II-5
<PAGE>
EXHIBIT (CONTINUED)
99.3+ Schedule II--Valuation and Qualifying Accounts
99.4+ Guidelines for certification of taxpayer identification number on
substitute Form W-9
99.5+ Letter to Brokers
99.6+ Letter to Clients
+Filed previously
II-6
<PAGE>
ITEM 22. UNDERTAKINGS
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers to sale are being made, a
post-effective amendment to this registration statement; (i) To include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; (iii) to include any material information with respect
to the plan of distribution 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 liabilities under the Securities
Act of 1933, each 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.
The undersigned Registrants hereby undertake to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
The undersigned Registrants hereby undertake to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired or involved therein, that was not the subject of and included in
the registration statement when it became effective.
The undersigned hereby undertakes that:
(1) For purposes of determining liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of the
information omitted from the form of prospectus filed as part of the
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For purpose of determining liability under the Securities Act of 1933,
each post-effective amendment that contains a form of prospectus 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.
II-7
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, Mrs. Fields'
Original Cookies, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-4 and has duly caused
this Post-Effective Amendment No. 1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Salt Lake City, State of Utah, on
the 6th day of June, 2000.
MRS. FIELDS' ORIGINAL COOKIES, INC.
Larry A. Hodges
By___________________________________
Larry A. Hodges
President/CEO
II-8
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 has been signed by the following persons in the capacities
indicated on June 6, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Larry A. Hodges President, Chief Executive
______________________________________ Officer and Director
(Larry A. Hodges)
/s/ Mark S. Tanner Senior Vice President and
______________________________________ Chief Financial Officer
(Mark S. Tanner) (Principal Financial and
Accounting Officer)
/s/ * Chairman of the Board of
______________________________________ Directors
(Herbert S. Winokur)
/s/ * Director
______________________________________
(Richard M. Ferry)
/s/ * Director
______________________________________
(Nathaniel A. Gregory)
/s/ * Director
______________________________________
(Walker Lewis)
/s/ * Director
______________________________________
(Peter W. Mullin)
/s/ * Director
______________________________________
(Gilbert C. Osnos)
/s/ Michael R. Ward
*By: _________________________________
Michael R. Ward
Attorney-in-Fact
</TABLE>
II-9
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, The Mrs. Fields'
Brand, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-4 and has duly caused this Post-
Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in Salt Lake City, State of Utah, on the 6th day of
June, 2000.
THE MRS. FIELDS' BRAND, INC.
/s/ Larry A. Hodges
By___________________________________
Larry A. Hodges
President/CEO
II-10
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 has been signed by the following persons in the capacities
indicated on June 6, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Larry A. Hodges President, Chief Executive Officer and
______________________________________ Director, Secretary & Treasurer
(Larry A. Hodges)
/s/ Mark S. Tanner Chief Financial Officer (Principal
______________________________________ Financial and Accounting Officer)
(Mark S. Tanner)
* Chairman of the Board of Directors
______________________________________
(Herbert S. Winokur)
* Director
______________________________________
(Walker Lewis)
/s/ Michael R. Ward
*By: _________________________________
Michael R. Ward
Attorney-in-Fact
</TABLE>
II-11
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, Great American
Cookie Company, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-4 and has duly caused
this Post-Effective Amendment No. 1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Salt Lake City, State of Utah, on
the 6th day of June, 2000.
GREAT AMERICAN COOKIE COMPANY, INC.
/s/ Larry A. Hodges
By___________________________________
Larry A. Hodges
President/CEO
II-12
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 has been signed by the following persons in the capacities
indicated on June 6, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Larry A. Hodges Chairman of the Board of
______________________________________ Directors and President
(Larry A. Hodges)
/s/ Mark S. Tanner Chief Financial Officer
______________________________________ and Vice President
(Mark S. Tanner) (Principal Financial and
Accounting Officer)
/s/ Michael R. Ward Director and Secretary
______________________________________
(Michael R. Ward)
</TABLE>
II-13
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, Pretzelmaker, Inc.
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-4 and has duly caused this Post-Effective
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in Salt Lake City, State of Utah, on the 6th day of June, 2000.
Pretzelmaker, Inc.
/s/ Larry A. Hodges
By___________________________________
Larry A. Hodges
President/CEO
II-14
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 has been signed by the following persons in the capacities
indicated on June 6, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Larry A. Hodges Chairman of the Board of
______________________________________ Directors and President
(Larry A. Hodges)
/s/ Mark S. Tanner Chief Financial Officer
______________________________________ and Vice President
(Mark S. Tanner) (Principal Accounting and
Financial Officer)
/s/ Michael R. Ward Director and Secretary
______________________________________
(Michael R. Ward)
</TABLE>
II-15
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, Pretzel Time,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-4 and has duly caused this Post-Effective
Amendment No.1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in Salt Lake City, State of Utah, on the 6th day of June, 2000.
Pretzel Time, Inc.
/s/ Larry A. Hodges
By___________________________________
Larry A. Hodges
President/CEO
II-16
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 has been signed by the following persons in the capacities
indicated on June 6, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Larry A. Hodges Chairman of the Board of
______________________________________ Directors and President
(Larry A. Hodges)
/s/ Mark S. Tanner Chief Financial Officer
______________________________________ and Vice President
(Mark S. Tanner) (Principal Financial and
Accounting Officer)
/s/ Michael R. Ward Director and Secretary
______________________________________
(Michael R. Ward)
</TABLE>
II-17
