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As filed with the Securities and Exchange Commission on _____________, 1997
Registration No. 333-36353
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FRENCH FRAGRANCES, INC.
(Exact name of registrant as specified in its charter)
Florida 59-0914138
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Oscar E. Marina, Esq.
14100 N.W. 60th Avenue 14100 N.W. 60th Avenue
Miami Lakes, Florida 33014 Miami Lakes, Florida 33014
(305) 818-8000 (305) 818-8114
(Address, including zip code, and (Name, address, and telephone
telephone number, including area number, including area code,
code, of registrant's principal of agent of service
Approximate date of proposed commencement of proposed sale to the public
after the Registration Statement becomes effective. As soon as
practicable.
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, please 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 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 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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<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of each Proposed
class of Proposed Aggregate Amount of
securities Amount to be Maximum Offering Offering Registration
to be registered Registered Price per Unit Price Fee
- ---------------- ------------ ---------------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01
per share 864,863 <F1> $11.125<F2> $9,621,601<F2> $2,916<F4>
Representatives'
Warrants to
Purchase Common
Stock 162,500 $.01 $1,625 $<F3>
<FN>
<F1>
Includes (a) 433,473 shares of Common Stock issuable upon the conversion of
Series C Convertible Preferred Stock, $.01 par value ("Series C Convertible
Preferred"); (b) 268,890 shares of Common Stock issuable upon the conversion of
7.5% Subordinated Convertible Debentures due 2006, and (c) 162,500 shares of
Common Stock issuable upon the exercise of the Representatives' Warrants.
<F2>
Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 under the Securities Act of 1933. The registration fee has been
calculated based on the average of the high and low sales prices reported by the
Nasdaq National Market on September 23, 1997. Pursuant to Rule 416(a) under
the Securities Act, there are also being registered such additional securities
as may be issued pursuant to the anti-dilution provisions of the Series C
Convertible Preferred and the Representatives' Warrants.
<F3>
No registration fee required pursuant to Rule 457(g) under the Securities Act.
<F4>
Registration fee previously paid with Registration Statement filed on
September 25, 1997.
</FN>
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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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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.
Subject to completion, dated October 6, 1997
PROSPECTUS
864,863 Shares
FRENCH FRAGRANCES, INC.
Common Stock
This Prospectus has been prepared for use in connection with the
proposed resale by certain shareholders (the "Selling Shareholders") of the
Company of an aggregate of 864,863 shares (the "Shares") of Common Stock,
$.01 par value per share (the "Common Stock") of French Fragrances, Inc.,
a Florida corporation (the "Company"). The Shares represent shares of
Common Stock that may be received by the Selling Shareholders
upon (i) the conversion of the Company's Series C Convertible Preferred
Stock, $.01 par value per share (the "Series C Convertible Preferred"),
(ii) the conversion of the Company's 7.5% Subordinated Convertible
Debentures due 2006 (the "7.5% Convertible Debentures"), and (iii) the
exercise of warrants issued to the underwriters in connection with the
Company's public offering of Common Stock in July 1996 (the "Warrants").
See "Selling Shareholders." The Shares to be received upon the conversion
or exercise of the securities described above are not registered shares of
Common Stock and are being registered under this Prospectus solely for
resale.
The Company has been advised by the Selling Shareholders that the
Shares may be offered and sold by the Selling Shareholders from time to
time in varying amounts directly or to or through broker-dealers designated
from time to time. The Shares may be sold in one or more transactions at a
fixed price or prices, which may be changed, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
prices determined on a negotiated or competitive bid basis. The Shares may
be sold through a broker-dealer acting as agent or broker for the Selling
Shareholders, or to a broker-dealer acting as principal. Broker-dealers
participating in offers and sales hereunder may receive brokerage
commissions from the Selling Shareholders. The Selling Shareholders and
any broker-dealer participating in an offering of the Shares may be deemed
to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act") and any commissions received by them may be
deemed to be underwriting compensation. See "Plan of Distribution."
The Company will not receive any proceeds from the sale of shares by
the Selling Shareholders. The Company will bear the expenses of the
registration under the Securities Act and certain other fees and expenses.
The Selling Shareholders will bear the cost of any commissions or selling
expenses. See "Plan of Distribution" and "Selling Shareholders."
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The Common Stock is quoted on the Nasdaq National Market under the
symbol "FRAG." The last reported sale price of the Common Stock on
October 3, 1997 as reported by the Nasdaq National Market, was $11.00
per share.
The Shares have not been registered for sale under the securities laws
of any state or jurisdiction as of the date of this Prospectus. Brokers or
dealers effecting transactions in the Shares should confirm the existence
of any exemption from registration or the registration thereof under the
securities laws of the states in which such transactions occur.
FOR A DISCUSSION OF CERTAIN MATERIAL FACTORS THAT SHOULD BE CONSIDERED IN
CONNECTION WITH AN INVESTMENT IN THE SHARES, SEE "RISK FACTORS" COMMENCING
ON PAGE 3 HEREOF.
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.
The date of this Prospectus is _______________, 1997
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). Such
reports, proxy statements and other information can be inspected and copied
at the Public Reference Section of the SEC's office at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices in New York (7 World Trade Center, 13th Floor, New York, New York
10048) and Chicago (Citicorp Center, 14th Floor, 500 West Madison Street,
Chicago, Illinois 60661). Copies of such reports, proxy statements and
information may be obtained at prescribed rates from the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. In
addition, the SEC maintains a Web site that contains reports, proxy
statements and other information regarding registrants (such as the
Company) that file electronically with the SEC. The address of such site
is http://www.sec.gov. In addition, copies of such information may also be
inspected and copied at the library of the Nasdaq National Market, 1735 K
Street, 4th Floor, Washington, D.C. 20006, upon which the Company's Common
Stock is authorized for trading.
The Company has filed a registration statement on Form S-3 (the
"Registration Statement") under the Securities Act with the SEC covering
the Shares. As permitted by the rules and regulations of the SEC, this
Prospectus omits certain information, exhibits and undertakings contained
in the Registration Statement. Reference is made to the Registration
Statement and to the exhibits thereto for further information. Statements
contained in this Prospectus relating to the contents of any contract or
other document are not necessarily complete and, in each instance,
reference is made to the copy of such document filed as an exhibit to the
Registration Statement or incorporated by reference therein. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the SEC
pursuant to the Exchange Act (Commission File No. 1-6370) and are hereby
incorporated herein by this reference:
(1) Annual Report on Form 10-K for the fiscal year ended
January 31, 1997;
(2) Proxy Statement dated May 21, 1997, relating to its 1997
Annual Meeting of Shareholders;
(3) Quarterly Reports on Form 10-Q for the fiscal quarters ended
April 30, 1997 and July 31, 1997;
(4) Current Report on Form 8-K dated May 13, 1997 filed on
May 21, 1997; and
(5) The description of the Common Stock contained under the caption
"Description of the Registrant's Securities to be Registered"
included in the Company's Registration Statement on Form 8-A,
with the SEC on September 4, 1997, as amended by the Amendment
to the Registration Statement on Form 8-A filed with the SEC
on September 30, 1997, and including any amendment or report
filed for the purpose of updating such description.
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All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act (i) subsequent to the date of the initial
Registration Statement of which this Prospectus is a part and prior to the
effectiveness of such Registration Statement, or (ii) subsequent to the
date of this Prospectus and prior to the termination of the offering made
by this Prospectus, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing thereof.
Any statement contained herein or in a document incorporated or deemed
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 document subsequently filed with the SEC
which 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 or superseded, to constitute a
part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered upon the written or oral request of such person, a
copy of any or all of the documents incorporated by reference herein (not
including the exhibits to such documents, unless such exhibits are
specifically incorporated by reference in such documents). Requests for
such copies should be directed to William J. Mueller, Chief Financial
Officer, at 14100 N.W. 60th Avenue, Miami Lakes, Florida 33014, telephone
number (305) 818-8000.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED
OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDERS. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH DATE, OR IN THE CASE OF
INFORMATION INCORPORATED BY REFERENCE, THE DATE OF FILING OF SUCH
INCORPORATED INFORMATION WITH THE SECURITIES AND EXCHANGE COMMISSION. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN
SUCH JURISDICTION.
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THE COMPANY
The Company is a manufacturer and distributor of prestige fragrances
and related cosmetic products in the United States, principally to
mass-market retailers. The Company has established itself as a
distribution source for more than 150 prestige fragrance brands, including
approximately 50 for which it has exclusive marketing and distribution
rights (including the Geoffrey Beene brands of Grey Flannel, Eau de Grey
Flannel and Bowling Green, the Halston brands of Halston, Catalyst, 1-12
and Z-14, and the brands of Colors of Benetton, Ombre Rose, Lapidus,
Facconable and Salvador Dali)(the "Controlled Brands") and over 100 other
brands that are distributed by the Company on a non-exclusive basis (the
"Distributed Brands"). The Company distributes its products to more than
27,500 separate retail locations including department stores such as J.C.
Penney, Sears, Macy's, Dayton Hudson and Nordstrom's, mass merchants such
as Wal-Mart, Target, K-Mart and T.J. Maxx, drug stores such as CVS,
Walgreens, Drug Emporium and Eckerd Drugs and independent fragrance,
cosmetic and other stores such as Cosmetics Plus, Cosmetic Center and Ulta
3. The Company's products generally retail at prices from $20 to $100
per item.
The Company was incorporated in Florida in 1960 under the name of
Suave Shoe Corporation and was a manufacturer and importer of casual,
athletic and leisure footwear until the November 30, 1995 merger (the
"Merger") with a privately-held fragrance manufacturer and distributor
named French Fragrances, Inc. ("FFI"). Following the Merger, the Company
changed its corporate name to French Fragrances, Inc., management of FFI
became the management of the Company and the fragrance operations of FFI
became the operations of the Company. The Company's principal executive
offices are located at 14100 N.W. 60th Avenue, Miami Lakes, Florida 33014,
and its telephone number is (305) 818-8000.
RISK FACTORS
IN EVALUATING AN INVESTMENT IN THE COMMON STOCK BEING OFFERED HEREBY,
INVESTORS SHOULD CONSIDER CAREFULLY, AMONG OTHER THINGS, THE FOLLOWING RISK
FACTORS, AS WELL AS THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS.
ABSENCE OF CONTRACTS WITH SUPPLIERS AND CUSTOMERS
As is typical in the fragrance industry, the Company does not have
long-term or exclusive contracts with any of its customers. Except for
exclusive distribution contracts for Controlled Brands, the Company does
not have long-term or exclusive contracts with its fragrance suppliers.
The Company's suppliers of Distributed Brands can, at any time, elect to
supply fragrance products to the Company's customers directly or through
another distributor, or elect to reduce or eliminate the volume of their
products distributed by the Company. Sales to customers and purchases from
suppliers that do not have exclusive distribution contracts with the
Company are generally made pursuant to purchase orders. The Company's ten
largest suppliers of Distributed Brands accounted for approximately 75% of
the Company's cost of sales for the fiscal year ended January 31, 1997.
The Company's ten largest customers accounted for approximately 41% of net
sales for the fiscal year ended January 31, 1997. The loss of, or a
significant change in, the relationship between the Company and any of its
key fragrance suppliers or customers could have a material adverse
effect on the business, financial condition and results of operations of
the Company.
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The Company does not own or operate any manufacturing facilities and
is dependent on third-party manufacturers and suppliers for all of its
supply of Halston and Geoffrey Beene fragrances and related products and
packaging materials. The Company currently obtains its materials for these
products from a limited number of manufacturers and other suppliers.
Delays in the delivery of raw materials, components or finished products
from manufacturers or suppliers could have a material adverse effect on the
business, financial condition and results of operations of the Company.
SUBSTANTIAL INDEBTEDNESS
The Company has substantial indebtedness and significant debt service
obligations. As of July 31, 1997, the Company had outstanding indebtedness
(other than trade indebtedness) of approximately $138 million. The Company
has a bank credit facility (the "Credit Facility") which provides for
borrowings on a revolving basis of up to $40 million. At September 10,
1997, approximately $3.4 million was outstanding under the Credit Facility.
Both the Credit Facility and the Indenture pursuant to which the Company's
10-3/8% Senior Notes due 2007 ("Senior Notes") were issued, permit the
Company to incur substantial additional indebtedness, including secured
indebtedness, subject to certain limitations. The Company's significant
leverage could have important consequences to shareholders, including (i)
the Company's increased vulnerability to adverse general and economic
conditions, (ii) the Company's ability to withstand competitive pressures
may be limited, (iii) the Company's ability to obtain additional financing
on satisfactory terms may be limited, (iv) the dedication of a substantial
portion of the Company's cash flow to service its indebtedness,
thereby reducing the amount of funds available for operations and future
business opportunities, (v) the extent to which the Credit Facility and
future borrowings are at variable rates of interest, which would cause the
Company to be more vulnerable to increases in interest rates, and (vi) the
Company's financial and operating flexibility may be limited to the
extent its indebtedness contains restrictive covenants.
The ability of the Company to make scheduled payments in respect of
its present and future indebtedness may depend on, among other things, the
Company's ability to successfully execute its current business plans on a
timely and cost effective basis and the Company's future operating
performance, which, to a large extent, may depend on factors beyond the
Company's control, such as business, economic and competitive factors.
RISKS ASSOCIATED WITH MANAGEMENT OF GROWTH AND INTEGRATION OF ACQUISITIONS
In order for the Company to continue to expand successfully, the
Company's management will be required to anticipate the changing and
increasing demands of the Company's growing operations and to implement
appropriate operating procedures and systems. There can be no assurance
that management will correctly anticipate these demands or successfully
implement these procedures and systems on a timely basis. The Company's
success will also depend, in part, upon its ability to integrate
effectively into its operations new key employees, new brands and
relationships with new suppliers and new customers, including those
associated with recent or future acquisitions. The Company believes
but cannot assure that it will be able to achieve such integration. The
Company will also need to review continually the adequacy of its management
information systems, including its inventory and distribution systems.
Failure to upgrade its information systems or unexpected difficulties
encountered with these systems during expansion or otherwise could
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have a material adverse effect on the business, financial condition and
results of operations of the Company.
NO ASSURANCE OF FUTURE GROWTH OR ACQUISITIONS
The Company's strategy is to continue to increase both its Controlled
Brand and Distributed Brand operations. Currently, the Company has no
agreements or commitments for the acquisition of additional brands or
exclusive or non-exclusive distribution arrangements. There can be no
assurance that the Company will be successful in identifying, negotiating
and consummating such acquisitions or arrangements, or that such
acquisitions or arrangements that may be available, if at all, will be on
terms acceptable to the Company.
FUTURE CAPITAL REQUIREMENTS; POSSIBLE INABILITY TO OBTAIN ADDITIONAL
FINANCING
The Company's capital requirements have been and will continue to be
significant. To date, the Company has financed its capital requirements
principally through cash flow from operations and bank and other
borrowings, including loans and advances from shareholders and affiliates.
The Company's future expansion, if any, will be dependent upon the capital
resources available to the Company. Excluding any additional working
capital requirements that may result from acquisitions, including brand
acquisitions, management believes that internally generated funds and
available financing under the Credit Facility and the net proceeds from the
Offering will be sufficient to fund the Company's operations for the
foreseeable future. The Company's future growth and acquisitions of
additional fragrance brands or exclusive distribution rights are dependent
on the Company's ability to obtain future equity or debt financing. There
can be no assurance that the Company will be able to obtain additional
financing for such purposes or that any additional financing will be
available in amounts required or on terms satisfactory to the Company.
SEASONALITY AND FLUCTUATIONS IN QUARTERLY SALES
The Company's business is seasonal, with a majority of its sales and
income from operations generated during the second half of its fiscal year
as a result of increased demand by retailers in anticipation of and during
the holiday season. For example, in fiscal 1997, 69% of the Company's net
sales were made during the second half of the fiscal year. Any substantial
decrease in sales during such period would likely have a material adverse
effect on the business, financial condition and results of operations of
the Company. Similarly, the Company's working capital needs are
greater during the second half of the fiscal year. In addition, the
Company's sales and profitability may vary from quarter to quarter as a
result of a variety of factors, including the timing of customer orders,
additions or losses of brands or distribution rights and competitive
pricing pressures.
COMPETITION
The fragrance industry is highly competitive and at times subject to
rapidly changing consumer preferences and industry trends. The Company
competes with a large number of distributors and manufacturers, many of
which have significantly greater financial, marketing, distribution,
personnel and other resources than the Company, thereby permitting such
companies to implement extensive advertising, pricing and promotional
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programs. The Company's products compete for consumer recognition and
shelf space with fragrance products that have achieved significant
international, national and regional brand name recognition and consumer
loyalty. The Company's products also compete with new products, which are
regularly introduced and accompanied by substantial promotional campaigns.
These factors, as well as demographic trends, international, national,
regional and local economic conditions, discount pricing strategies by
competitors and direct sales by manufacturers to the Company's customers
could result in increased competition for the Company and could have a
material adverse effect on the business, financial condition and results
of operations of the Company.
CONTROL BY OFFICERS, DIRECTORS AND THEIR AFFILIATES
At September 10, 1997, the officers and directors of the Company
(including companies under their control) beneficially owned 6,112,283
shares, or approximately 40%, of the Company's Common Stock. The aggregate
beneficial ownership of such persons permits them to have effective control
of the Company and to direct the management and affairs of the Company.
DEPENDENCE ON KEY PERSONNEL
The Company's success depends to a significant extent upon the
performance of its management team. The Company's future operations could
be materially adversely affected if the services of any of the Company's
senior executives were to cease to be available to the Company. In
particular, the Company is dependent on Rafael Kravec, its Chairman of the
Board and Chief Executive Officer, who has extensive experience in the
fragrance distribution business. The Company has an employment agreement
with Mr. Kravec that extends through April 2000.
CHANGES IN THE RETAIL INDUSTRY
From time to time, major retailers, including certain of the Company's
customers, have suffered financial difficulties. While no material adverse
effect on the Company's business or financial condition has resulted from
the financial difficulties of any of its customers, there can be no
assurance that this will continue to be the case. In addition, the retail
industry has periodically experienced consolidation and other ownership
changes. Major retailers in the United States and in foreign markets may
in the future consolidate, undergo restructuring or realign their
affiliations, which could decrease the number of stores that sell the
Company's products or increase the ownership concentration within the
retail industry. While such changes in the retail industry to date have
not had a material adverse effect on the Company's business or financial
condition, there can be no assurance as to the future effect of any such
changes.
POSSIBLE VOLATILITY OF STOCK PRICE
Although the Common Stock has been traded on the Nasdaq National
Market since December 1995, the trading volume of the Common Stock has
generally been limited. There is no assurance that an active trading
market will be sustained or that such market will provide adequate
liquidity to holders of the Common Stock. The trading price of the
Common Stock could be subject to wide fluctuations in response to factors
such as quarterly or cyclical variations in the Company's financial
results, future announcements concerning the Company or its competitors,
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perceptions of the Company's success, or lack thereof, in pursuing its
growth strategy, prevailing interest rates, governmental regulation,
developments affecting the fragrance industry, changes in analysts'
recommendations regarding the Company, other fragrance companies or the
fragrance industry generally and general market conditions.
NO DIVIDENDS
The Company has not paid any cash dividends on the Common Stock during
any recent fiscal year and does not expect to declare or pay any dividends
in the foreseeable future. The Credit Facility prohibits the payment of
cash dividends by the Company and the Indenture relating to the Senior
Notes makes the payment of cash dividends conditional to the satisfaction
of certain financial and other covenants.
SHARES ELIGIBLE FOR FUTURE SALE
Sales of substantial numbers of additional shares of Common Stock, or
the perception that such sales could occur, may have a material adverse
effect on prevailing market prices for the Common Stock and the Company's
ability to raise additional capital in the financial markets at a time and
price favorable to the Company. At September 10, 1997, 13,453,115 shares
of Common Stock were be outstanding and an additional 5,637,288 shares of
Common Stock will be reserved for issuance upon conversion of the Series B
Convertible Preferred, the Series C Convertible Preferred and the 7.5%
Convertible Debentures and upon the exercise of outstanding stock options
and warrants. Approximately 8,906,000 currently outstanding shares of
Common Stock, as well as the shares offered hereby, will be immediately
freely tradeable in the public market without restriction under the
Securities Act, except for any shares purchased by an "affiliate" of the
Company (as that term is defined in the rules and regulations under the
Securities Act), which will be subject to the resale limitations of Rule
144 under the Securities Act. In addition, the Company has entered into
registration rights agreements granting certain demand and piggyback
registration rights to current affiliates of the Company.
ISSUANCE OF ADDITIONAL STOCK; ANTI-TAKEOVER PROVISIONS
At September 10, 1997, the authorized, unissued and unreserved shares
of capital stock of the Company includes (i) a total of approximately
30,910,000 shares of Common Stock (assuming the exercise of all outstanding
warrants and options and the conversion of the Series B Convertible
Preferred, the Series C Convertible Preferred and the 7.5% Convertible
Debentures), and (ii) a total of 4,428,571 shares of Serial Preferred
Stock, $.01 par value ("Serial Preferred"). The Board, without any action
by the Company's shareholders, is authorized to issue additional shares of
Common Stock and to designate and issue shares of Serial Preferred in such
series as it deems appropriate and to establish the rights, preferences and
privileges of such Serial Preferred, including dividend, voting and
liquidation rights. The ability of the Board to issue additional shares of
Common Stock and to designate and issue Serial Preferred having
preferential rights could impede or deter an unsolicited tender offer or
other takeover proposal regarding the Company, and the designation and
issuance of additional Serial Preferred having preferential rights could
adversely affect the voting power and the other rights of holders of the
Common Stock. Furthermore, because it is a Florida corporation,
the Company and its shareholders' voting rights are subject to certain
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legislation, including the Florida Control Share Act and the Florida
Affiliated Transactions Act, that may deter or frustrate any potential
takeover of the Company.
USE OF PROCEEDS
The Shares being offered for sale by the Selling Shareholders pursuant
to this Prospectus are for their own accounts and the Company will not
receive any proceeds from such sales.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of (i) 50,000,000
shares of Common Stock, $.01 par value, of which 13,453,121 shares are
issued and outstanding (assuming no exercise of options or warrants to
purchase Common Stock and no conversion into Common Stock of any shares of
Series B Convertible Preferred and Series C Convertible Preferred or of
7.5% Convertible Debentures), (ii) 289,901 shares of Series B Convertible
Preferred, $.01 par value, all of which are issued and outstanding,
(iv)553,320 shares of Series C Convertible Preferred, $.01 par value,
all of which are issued and outstanding and (v) 4,428,571 shares of Serial
Preferred, $.01 par value, none of which are issued and outstanding.
Common Stock
Each share of Common Stock entitles the holder to one vote on all
matters submitted to a vote of shareholders. The holders of Common Stock
are entitled to receive dividends when, as and if declared by the Board of
Directors, in its discretion, from funds legally available therefor. The
Credit Facility prohibits the payment of cash dividends by the Company and
the Indenture relating to the Senior Notes makes the payment of cash
dividends conditional to the satisfaction of certain financial and other
covenants. Upon liquidation or dissolution of the Company, the holders of
the Common Stock will be entitled to share ratably in the assets of the
Company, if any, legally available for distribution to shareholders, after
the payment of the liquidation preferences of the Series B Convertible
Preferred, the Series C Convertible Preferred and any outstanding Serial
Preferred. The Common Stock has no preemptive rights and no subscription,
redemption or conversion privileges. The Common Stock does not have
cumulative voting rights, which means that the holders of a majority of the
outstanding Common Stock voting for the election of directors will be able
to elect all members of the Board of Directors. A majority vote will also
be sufficient for other actions requiring a vote of the Common Stock. The
Common Stock is currently listed for trading on the Nasdaq National Market
under the symbol "FRAG".
Series B Convertible Preferred
The Series B Convertible Preferred has no voting rights on matters
submitted to a vote of the Company's shareholders, except as required by
law. The holders of the Series B Convertible Preferred are entitled to
receive dividends, when, as and if declared by the Board of Directors, in
its discretion, from funds legally available therefor. At any time after
the termination of a Shareholders Agreement between Bedford Capital
Corporation ("Bedford"), Rafael Kravec and the Company (the "Shareholders
Agreement"), the Company may, at its option, redeem all (but not
part) of the outstanding Series B Convertible Preferred at a redemption
<PAGE>
<PAGE>
price of $.01 per share, upon giving the holders thereof written notice of
its intention to do so at least 60 days in advance of the date fixed for
redemption. At any time prior to 5:00 p.m., Miami time, on January 31,
2005, each share of Series B Convertible Preferred is convertible, at the
option of the holder thereof or Bedford, on behalf of the holder, into 7.12
fully paid and nonassessable shares of Common Stock upon payment of $3.30
per share of Common Stock (the "Series B Conversion Price"). The Series B
Conversion Price and the number of shares of Common Stock or other
securities issuable upon conversion of the Series B Convertible Preferred
are subject to adjustment upon the occurrence of certain events, including
the issuance of Common Stock without consideration or for consideration
less than the Series B Conversion Price then in effect, stock
dividends, stock splits, capital reorganizations or reclassifications, the
consolidation or merger of the Company with another corporation or the sale
of all or substantially all of the assets of the Company to another
corporation. Upon liquidation or dissolution of the Company, the holders
of the outstanding Series B Convertible Preferred will be entitled
to receive out of the assets of the Company, if any, legally available for
distribution to shareholders, $.01 per share of Series B Convertible
Preferred, and no more, before payment or distribution of assets to the
holders of the Common Stock or any other stock of the Company ranking as to
distribution of assets on liquidation junior to the Series B
Convertible Preferred and Series C Convertible Preferred. If the assets of
the Company available for distribution to shareholders upon a liquidation
are insufficient to pay in full the liquidation preference of the Series B
Convertible Preferred and Series C Convertible Preferred, then such assets
will be distributed ratably among the holders of the Series B Convertible
Preferred and Series C Convertible Preferred in proportion to the amounts
to which they are entitled. The shares of Series B Convertible Preferred
are not subject to the operation of any purchase, retirement or
sinking fund.
Series C Convertible Preferred
The Series C Convertible Preferred has no voting rights on matters
submitted to a vote of the Company's shareholders, except as required by
law. The holders of the Series C Convertible Preferred are entitled to
receive dividends, when, as and if declared by the Board of Directors, in
its discretion, from funds legally available therefor. At any time after
the termination of the Shareholders Agreement, the Company may, at its
option, redeem all (but not part) of the outstanding Series C Convertible
Preferred at a redemption price of $.01 per share, upon giving the holders
thereof written notice of its intention to do so at least 60 days in
advance of the date fixed for redemption. At any time prior to 5:00 p.m.,
Miami time, on January 31, 2005, each share of Series C Convertible
Preferred is convertible, at the option of the holder thereof or Bedford,
on behalf of the holder, into one fully paid and nonassessable share of
Common Stock upon payment of $5.25 per share of Common Stock (the "Series C
Conversion Price"). The Series C Conversion Price and the number of shares
of Common Stock or other securities issuable upon conversion of the Series
C Convertible Preferred are subject to adjustment upon the occurrence of
certain events, including the issuance of Common Stock without
consideration or for consideration less than the Series C Conversion Price
then in effect, stock dividends, stock splits, capital reorganizations or
reclassifications, the consolidation or merger of the Company with
another corporation or the sale of all or substantially all of the assets
of the Company to another corporation. Upon liquidation or dissolution of
<PAGE>
<PAGE>
the Company, the holders of the outstanding Series C Convertible Preferred
will be entitled to receive out of the assets of the Company, if any,
legally available for distribution to shareholders, $.01 per share of
Series C Convertible Preferred, and no more, before payment or distribution
of assets to the holders of the Common Stock or any other stock of the
Company ranking as to distribution of assets on liquidation junior to the
Series B Convertible Preferred and the Series C Convertible Preferred. If
the assets of the Company available for distribution to shareholders upon a
liquidation are insufficient to pay in full the liquidation preference of
the Series B Convertible Preferred and the Series C Convertible Preferred,
then such assets will be distributed ratably among the holders of the
Series B Convertible Preferred and the Series C Convertible Preferred in
proportion to the amounts to which they are entitled. The shares of Series
C Convertible Preferred are not subject to the operation of any purchase,
retirement or sinking fund.
Serial Preferred
No shares of Serial Preferred are currently issued or outstanding.
The Board of Directors of the Company will have the authority, without the
necessity of further action or authorization by the shareholders, to cause
the Company to issue Serial Preferred from time to time in one or more
series, and to fix by resolution the relative rights and preferences of
each series. The Board of Directors will be authorized to determine, among
other things, with respect to each series of Serial Preferred which may be
issued: (i) the distinctive designation of such series and the number of
shares constituting such series, (ii) the rate and nature of dividends,
(iii) whether the shares can be redeemed and, if so, the price at and the
terms and conditions on which shares may be redeemed, (iv) the amount
payable upon shares in the event of voluntary or involuntary liquidation,
(v) purchase, retirement or sinking fund provisions, if any, for the
redemption or purchase of shares, (vi) the terms and conditions, if any, on
which shares may be converted and (vii) whether or not shares have voting
rights and the extent of such voting rights, if any. The ability of the
Board to designate and issue Serial Preferred having preferential rights
could impede or deter an unsolicited tender offer or takeover proposal
regarding the Company, and the designation and issuance of additional
Serial Preferred having preferential rights could adversely affect the
voting power and the other rights of holders of the Common Stock. There
are no agreements or understandings for issuance of Serial Preferred, and
the Board has no present intention to issue Serial Preferred.
Certain Florida Legislation
Florida has enacted legislation that may deter or frustrate takeovers
of Florida corporations. The Florida Control Share Act generally provides
that shares acquired in excess of certain specified thresholds will not
possess any voting rights unless such voting rights are approved by a
majority vote of a corporation's disinterested shareholders. This Act
could affect the voting rights afforded the Common Stock acquired in the
future by any present or future Holder of at least 20% of the outstanding
Common Stock, so long as the Company does not opt out of the provisions of
such Act. The Florida Affiliated Transactions Act generally requires
supermajority approval by disinterested shareholders or a majority of
"disinterested directors" (as defined in such Act) of certain specified
transactions ("Affiliated Transactions") between a public corporation and
holders of more than 10% of the outstanding voting shares of the
<PAGE>
<PAGE>
corporation (or their affiliates). Affiliated Transactions between the
Company and the holders of 10% or more of the outstanding shares of the
Company (or their affiliates) may be approved by a majority vote of the
current directors of the Board of Directors since such persons are deemed
disinterested directors for purposes of the Florida Affiliated
Transactions Act.
Warrants
Of the Shares offered hereby, 162,500 shares of Common Stock are to be
issued upon the exercise of the Warrants which initially delivered to
Rodman & Renshaw, Inc. ("Rodman") and Sanders Morris Mundy Inc.
("Sanders"), which were the representatives of the underwriters, in
connection with the Company's and certain shareholders' public offering of
an aggregate of 5,000,000 shares of Common Stock in July 1996. The
Warrants are exercisable, in whole or in part, at an exercise price of
$7.20 per share of Common Stock, from June 27, 1997 until June 27, 1999.
The exercise price of the Warrants is subject to adjustment upon the
occurrence of certain events, including the issuance of Common Stock or
warrants, options or rights to subscribe for or purchase Common Stock for
consideration less than the then current market price per share of the
Common Stock, stock dividends, stock splits and stock reclassifications.
In addition, upon the occurrence of certain events including a merger,
consolidation, or the sale of substantially all of the assets of the
Company will result in the holder of the Warrants receiving upon the
exercise of the Warrants the kind of stock or other securities or other
consideration receivable upon such transaction by a Holder of Common Stock.
Registration Rights
In addition to the registration rights which were granted to the
Selling Shareholders pursuant to which the registration of the Shares is
made, the Company has granted registration rights to its affiliates which
hold shares of Common Stock, Series B Convertible Preferred, Series C
Convertible Preferred and 7.5% Convertible Debentures, as well as the
holders of warrants for 1,245,000 shares of Common Stock which were issued
in connection with the acquisition of the assets of Fragrance Marketing
Group, Inc. in May 1996.
Transfer Agent
The transfer agent for the Common Stock is Chase Mellon Shareholder
Services, Pittsburgh, Pennsylvania.
<PAGE>
<PAGE>
SELLING SHAREHOLDERS
The Shares being offered hereby are being offered directly by the
Selling Shareholders who are listed in the table below. The table also
sets forth for each Selling Shareholder (i) their beneficial ownership of
Common Stock at September 10, 1997, (ii) the number of Shares being offered
for sale in this Prospectus and (iii) the number of shares of Common Stock
beneficially owned after this Offering (and the percentage of the class
owned after this Offering) assuming that all the Shares owned by them are
sold in this Offering. To the knowledge of the Company, other than as set
forth below, there is no position, office or other material relationship
between any of the Selling Shareholders and the Company (including its
predecessors and affiliates), nor have any such material relationships
existed within the past three years. Sanders and Rodman have been making a
market in the Common Stock. All information with respect to the Selling
Shareholders has been furnished by the respective Selling Shareholders.
<TABLE>
<CAPTION>
Shares Number Shares Percent of
Beneficially of Shares Beneficially Class Owned
Owned Prior Being Owned After After
to This Offered This This
Name Offering For Sale<F1> Offering<F1> Offering<F1>
- ------------------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
1003749 Ontario, Inc. 47,418 8,835 38,583 *
Alexander, John 4,742 883 3,859 *
Apex Investment Fund
Limited 35,834 8,835 26,999 *
Atkinson, Robert 12,242 883 11,359 *
Atkinson, William 14,227 2,650 11,577 *
B No. 1, Inc. 18,499 18,499 0 0
Bedford Capital
Financial Corp. <F2> 713,251 55,072 658,179 4.6
Bernhard, Jorge 7,114 1,325 5,789 *
Blumberg, Steven <F4> 7,125 7,125 0 0
Cairn Capital, Inc. 18,499 18,499 0 0
Canada Decal, Ltd. 4,742 883 3,859 *
Canmerge Consultants
Limited 189,552 15,144 174,408 1.2
Carisle, Donald 4,742 883 3,859 *
Cola Capital Corporation 47,418 8,835 38,583 *
Compagnie d'Assurance
du Quebec 28,455 5,301 23,154 *
Connor, Gerald 79,307 18,084 61,223 *
de Lucia, Marie <F4> 17,250 13,250 4,000 0
Devonshire Trust <F3> 260,794 25,114 235,680 1.6
Ennis, Edith 47,418 8,835 38,583 *
First Marathon
Capital Corp. 65,917 27,334 38,583 *
Friedman, Jack 2,371 442 1,930 *
Guernroy Limited 23,712 4,417 19,295 *
Heckman, Julia <F4> 15,125 15,125 0 0
Imperial Life Assurance
Company of Canada 27,748 27,748 0 0
Jalger Limited 47,418 8,835 35,583 *
James Wallace McCutcheon
Foundation 11,721 11,721 0 0
<PAGE>
John & Anne Clark
Family Trust 4,417 4,417 0 0
MacDonald, Cameron 4,742 883 3,859 *
Marbe Consultants, Inc. 8,835 8,835 0 0
McCutcheon, Douglas 75,131 20,030 55,102 *
Merchant Private Ltd. 36,983 36,983 0 0
Morgan Trust Company of
the Bahamas 8,835 8,835 0 0
National Trust Company
Van P16789 000 01 111,395 27,334 84,061 *
North Simcoe Investments
Limited 86,357 8,835 77,522 *
Peller Holdings, Inc. 58,499 18,499 40,000 *
R&R Partnership 27,334 27,334 0 0
Rabenou, Kameron K. <F4> 5,125 5,125 0 0
Rakusin, Bryan 4,742 883 3,859 *
Randall, Robin 4,742 883 3,859 *
Rodman & Renshaw, Inc. <F4> 40,625 40,625 0 0
Royal Insurance Company
of Canada 165,973 30,921 135,052 *
Sanders Morris Mundy,
Inc. <F4> 81,250 81,250 0 0
Tayhold Corp. 47,418 8,835 38,583 *
The GAN Company of Canada
Limited 27,334 27,334 0 0
The Manufacturers Life
Insurance Company 203,037 81,156 121,881 *
Trustees of Royal
Insurance Company of
Canada 42,675 7,951 34,724 *
Trustees of K&K Trust 133,931 23,265 110,666 *
Trustees of Wilshire
Trust 91,565 23,007 68,558 *
Velden, Peter Van Der 17,391 2,591 14,800 *
Ward, Fred 38,594 4,625 33,969 *
Weldon, David &
Heaslip, William 37,415 8,835 28,580 *
Wijler Holding NV 47,418 8,835 38,583 *
Workers' Compensation
Board 32,202 32,202 0 0
--------- ------- ---------
Totals 3,196,608 864,863 2,331,745
- -----------------
* Less than one percent of the outstanding Common Stock
<FN>
<F1> Assumes all Shares being registered will be sold.
<F2> Bedford Capital Financial Corporation ("BCFC") is a publicly-traded company
which is listed on the Toronto Stock Exchange and has its principal office in
the Bahamas. E. Scott Beattie, President and a director of the Company, and J.
W. Nevil Thomas and Richard C. W. Mauran, who are directors of the Company, are
directors and shareholders of BCFC. BCFC has requested to join in this
registration because it intends to distribute its assets to all of its
shareholders next year.
<F3> Devonshire Trust is a trust of which Mr. Mauran is a trustee.
<F4> Shares offered for sale relate to shares of Common Stock issuable upon the
exercise of the Warrants.
</FN>
</TABLE>
<PAGE>
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Shareholders that the
Shares may be offered and sold by the Selling Shareholders for their own
account from time to time in varying amounts directly or to or through
broker-dealers designated from time to time. The Shares may be sold in one
or more transactions in the over-the-counter market, on the Nasdaq National
Market, in negotiated transactions, or a combination of such methods of
sale, at a fixed prices, which may be changed, at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or
at prices determined on a negotiated or competitive bid basis. The Shares
may be sold through a broker-dealer acting as agent or broker for the
Selling Shareholders, or to a broker-dealer acting as principal.
Broker-dealers participating in offers and sales hereunder may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders and/or the purchasers of the Shares for whom it may
act as agent or to whom it sells as principal, or both (which compensation
might be in excess of customary commissions). The Selling Shareholders and
any broker-dealer participating in an offering of the Shares may be deemed
to be "underwriters" within the meaning of Section 2(11) of the Securities
Act, and any commissions received by them and any profit on the resale of
Shares as principal may be deemed to be underwriting compensation.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the Shares may not simultaneously
engage in market-making activities with respect to the Common Stock for a
period of two business days prior to the commencement of such distribution.
In addition and without limiting the foregoing, each Selling Shareholder
will be subject to applicable provisions of the Exchange Act and the rules
and regulations thereunder, including without limitation, Rules 10b-6,
10b-6A and 10b-7, which provisions may limit the timing of the purchases
and sales of Shares by the Selling Shareholders.
The Company has agreed to pay all fees and expenses incident to the
registration of the Shares, except selling commissions and fees and
expenses of counsel or any other professionals or other advisors, if any,
to the Selling Shareholders.
There can be no assurances that the Selling Shareholders will sell any
or all of the Shares offered hereby.
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference from 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 which is incorporated
herein by reference and have been so incorporated in reliance upon the
report of such firm given upon their authority as experts in auditing and
accounting.
<PAGE>
<PAGE>
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon on
behalf of the Company by Oscar E. Marina, Esq., Vice President and General
Counsel of the Company. Mr. Marina owns 3,300 shares of Common Stock and
has been granted stock options to receive an additional 30,000 shares of
Common Stock. Mr. Marina also draws a salary and receives employee
benefits from the Company which are made available to all full-time
employees of the Company. Neither Mr. Marina's compensation or grants of
stock options have been made or will be made contingent on the sale of
Shares by the Selling Shareholders.
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses (all of which
will be borne by the Company) incurred in connection with the issuance and
distribution of the securities being registered, other than underwriting
discounts and commissions (if any). All of the amounts shown are
estimates, except for the SEC registration fee.
SEC registration fee $ 2,916.00
Miscellaneous (including accounting,
legal and other) 10,000.00
---------
Total $12,916.00
=========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company has authority under Section 607.0850 of the Florida
Business Corporation Act (the "FBCA") to indemnify its directors and
officers to the extent provided for in such statute. The Company's Amended
and Restated Articles of Incorporation provide that, to the fullest extent
permitted by applicable law, as amended from time to time, the Company will
indemnify any person who was or is a director or officer of the Company, or
serves or served in such capacity with any other enterprise at the request
of the Company, against all fines, liabilities, settlements, costs and
expenses asserted against or incurred by such person in his capacity or
arising out of his status as such officer or director. The Company may
also indemnify employees or agents of the Company if the Company's Board so
approves. This indemnification includes the right to advancement of
expenses when allowed pursuant to applicable law.
The provisions of the FBCA authorize a corporation to indemnify its
officers and directors in connection with actions, suits and proceedings
brought against them if the person acted in good faith and in a manner
which the person reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal actions, had
no reasonable cause to believe the person's conduct was unlawful. Unless
pursuant to a determination by a court, the determination of whether a
director, officer or employee has acted in accordance with the applicable
standard of conduct must be made by (i) a majority vote of directors who
were not parties to the proceeding or a committee consisting solely of two
or more directors not parties to the proceedings, (ii) independent legal
counsel selected by a majority vote of the directors who were not parties
to the proceeding or committee of directors (or selected by the full Board
if a quorum or committee cannot be obtained), or (iii) the affirmative vote
of the majority of the corporation's shareholders who were not parties to
the proceeding.
The FBCA further provides that a corporation may make any other or
further indemnity by resolution, bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, except with respect to certain
enumerated acts or omissions of such persons. Florida law prohibits
indemnification or advancement of expenses if a judgment or other
final adjudication establishes that the actions of a director, officer or
<PAGE>
<PAGE>
employee constitute (i) a violation of criminal law, unless the person had
reasonable cause to believe his conduct was unlawful, (ii) a transaction
from which such person derived an improper personal benefit, (iii) willful
misconduct or conscious disregard for the best interests of the corporation
in the case of a derivative action by a shareholder, or (iv) in the case of
a director, a circumstance under which a director would be liable for
improper distributions under Section 607.0834 of the FBCA. The FBCA does
not affect a director's responsibilities under any other law, such as
federal securities laws.
At present, there is no pending litigation or other proceeding
involving a director or officer of the Company as to which indemnification
is being sought, nor is the Company aware of any threatened litigation that
may result in claims for indemnification by any officer by any officer or
director.
The Company maintains directors' and officers' liability insurance for
its directors and officers.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
See the Exhibit Index which is incorporated herein by reference.
ITEM 17. UNDERTAKINGS
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:
(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
the 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 offered 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 a
20% 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 not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
<PAGE>
<PAGE>
Provided, however, that paragraphs 1(i) and 1(ii) of this
section do not apply if the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to section 13 or
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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.
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
this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering
of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
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 described
under 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 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.
<PAGE>
<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 No. 2 to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Miami
Lakes, State of Florida on October 6, 1997.
FRENCH FRAGRANCES, INC.
By: /s/ Rafael Kravec
---------------------
Rafael Kravec
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to its Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
/s/ Rafael Kravec Chairman of the Board and October 6, 1997
- ---------------------- Chief Executive Officer
Rafael Kravec (Principal Executive Officer)
* Vice President--Operations October 6, 1997
- ---------------------- and Chief Financial Officer
William J. Mueller (Principal Financial and
Accounting Officer)
* Vice Chairman of the Board October 6, 1997
- ----------------------
J. W. Nevil Thomas
* President, Chief Operating
- ---------------------- Officer and Director October 6, 1997
E. Scott Beattie
* Director October 6, 1997
- ----------------------
Richard C. W. Mauran
* Director October 6, 1997
- ----------------------
Fred Berens
* Director October 6, 1997
- ----------------------
George Dooley
By: /s/ Rafael Kravec October 6, 1997
------------------
Rafael Kravec
Attorney-in-Fact
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Description Page No.
- ------- ----------------------------------------------------- ----------
2.1 Agreement and Plan of Merger, dated as of May 19,
1995, by and between the Company and FFI
(incorporated herein by reference to Exhibit 2.1
filed as a part of the Company's Form 8-K dated
November 30, 1995 (Commission File No. 1-6370)).
4.1 Amended and Restated Articles of Incorporation of
the Company dated March 6, 1996 (incorporated herein
by reference to Exhibit 3.1 filed as a part of the
Company's Form 10-K for the fiscal year ended
January 31, 1996 (Commission File No. 1-6370)).
4.2 Amendment dated September 19, 1996 to the Amended
and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 4.4 filed as
part of the Company's Form 10-Q for the quarter ended
October 31, 1996 (Commission File No. 1-6370)).
4.3 By-Laws of the Company (incorporated herein by
reference to Exhibit 3.2 filed as a part of the
Company's Form 10-K for the fiscal year ended
January 31, 1996 (Commission File No. 1-6370)).
4.4 Credit Agreement, dated as of May 13, 1997, between
the Company and Fleet National Bank (incorporated
herein by reference to Exhibit 4.3 filed as a part
of the Company's Form 8-K dated May 13, 1997
(Commission File No. 1-6370)).
4.5 Indenture, dated as of May 13, 1997, between the
Company and Marine Midland Bank, as trustee
(incorporated herein by reference to Exhibit 4.1
filed as a part of the Company's Form 8-K dated May 13,
1997 (Commission File No. 1-6370)).
4.6 Registration Rights Agreement dated as of November 30,
1995, among the Company, Bedford Capital Corporation
("Bedford"), Fred Berens, Rafael Kravec and Eugene Ramos
(incorporated herein by reference to Exhibit 10.1 filed
as a part of the Company's Form 10-K for the fiscal year
ended September 30, 1995 (Commission File No. 1-6370)).
4.7 Amendment dated as of March 20, 1996 to Registration
Rights Agreement dated as of November 30, 1995, among
the Company, Bedford, Fred Berens, Rafael Kravec and
Eugene Ramos (incorporated herein by reference to
Exhibit 10.2 filed as a part of the Company's Form 10-K
for the year ended January 31, 1996 (Commission File No.
1-6370)).
<PAGE>
<PAGE>
4.8 Second Amendment dated as of July 22, 1996 to
Registration Rights Agreement dated as of November 30,
1995, among the Company, Bedford, Fred Berens, Rafael
Kravec and the Estate of Eugene Ramos (incorporated
by reference to Exhibit 10.3 filed as part of the
Company's Form 10-Q for the quarter ended July 31, 1996
(Commission File No. 1-6370)).
5.1 * Opinion of Oscar E. Marina, Esq.
23.1 * Consent of Oscar E. Marina, Esq.
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (contained on signature page).
The foregoing list omits instruments defining the rights of holders of long
term debt of the Company where the total amount of securities authorized
thereunder does not exceed 10% of the total assets of the Company. The
Company hereby agrees to furnish a copy of each such instrument or
agreement to the Commission upon request.
* Filed with Registration Statement on Form S-3 on September 25, 1997.
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No.
2 to Registration Statement No. 333-36353 of French Fragrances, Inc. on
Form S-3 of our report dated March 14, 1997, except for Note 16 as to which
the date is April 11, 1997, appearing in the Annual Report on Form 10-K of
French Fragrances, Inc. for the year ended January 31, 1997, and to the
reference to us under the heading "Experts" in the Prospectus, which is
part of such Registration Statement.
Deloitte & Touche, LLP
Miami, Florida
October 6, 1997
