FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
FRENCH FRAGRANCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida 59-0914138
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
14100 N.W. 60 Avenue
Miami Lakes, Florida 33014
(Address of Principal
Executive Offices) (Zip Code)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction
A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None. None.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of Class)
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NOTE: THIS STATEMENT AMENDS AND RESTATES AN EARLIER REGISTRATION
FOR THE COMMON STOCK OF THE COMPANY WHICH WAS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, WHEN THE COMPANY WAS KNOWN AS SUAVE SHOE
CORPORATION.
Item 1. Description of Registrant's Securities to be Registered
COMMON STOCK
The securities to be registered are the Common Stock, $.01
par value ("Common Stock") of French Fragrances, Inc. (the
"Company"). 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 of the Company, in
its discretion, from funds legally available therefor. The
Company's bank credit facility prohibits the payment of cash
dividends by the Company and the Trust Indenture relating to the
Company's outstanding 10-3/8% Senior Notes due 2007 ("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".
OTHER SECURITIES AND MATTERS AFFECTING THE RIGHTS OF THE COMMON
STOCK
At August 31, 1997, the authorized capital stock of the
Company consisted of (i) 50,000,000 shares of Common Stock, $.01
par value ("Common Stock"), of which 13,453,115 shares are issued
and outstanding, (ii) 350,000 shares of Series B Convertible
Preferred, $.01 par value ("Series B Convertible Preferred"),
289,901 of which are issued and outstanding, (iv) 571,429 shares
of Series C Convertible Preferred, $.01 par value, 553,320 of
which are issued and outstanding ("Series C Convertible
Preferred"), and (v) 4,428,571 shares of Serial Preferred, $.01
par value ("Serial Preferred"), none of which are issued and
outstanding.
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Series B Convertible Preferred
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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 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.
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Series C Convertible Preferred
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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 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
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No shares of Serial Preferred are currently issued or
outstanding. The Board of Directors of the Company will have the
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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.
7.5% Convertible Debentures
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The Company has outstanding $5,460,000 aggregate principal
amount of 7.5% Convertible Debentures due 2006 (the "7.5%
Convertible Debentures"). The 7.5% Convertible Debentures are
convertible, at the option of the holders, into Common Stock at
$7.20 per share and are redeemable, at the option of the Company,
at their principal amount commencing July 1999, but only in the
event the Common Stock, at the time the redemption note is
delivered by the Company, has been trading at no less than $14.40
for 20 consecutive trading days.
Warrants
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The Company has outstanding warrants for 1,457,500 shares of
Common Stock, including warrants for 1,075,000 shares,
exercisable at $7.50 per share for five years from July 1997,
which were issued to Fragrance Marketing Group, Inc. ("FMG") in
connection with the acquisition of their assets, warrants for
170,000 shares, exercisable at $7.50 per share for five years
from July 1997, which were issued to certain key employees of FMG
as an inducement to join the Company, warrants for 50,000 shares,
exercisable at $5.50 per share until March 1998, which were
issued to the Company's lenders in connection with its credit
facility and warrants for 162,500 shares, exercisable at $7.20<PAGE>
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per share for two years from June 1997, which were initially
delivered to the representatives of the underwriters in
connection with the Company's public offering of Common Stock in
July 1996. The exercise price of the outstanding warrants is
generally 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.
Stock Options
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The Company currently has two stock option plans: The 1995
Stock Option Plan (the "1995 Plan") and the Non-Employee Director
Stock Option Plan (the "Non-Employee Director Plan"). The
Compensation Committee of the Company may grant stock options for
up to 1,500,000 shares of Common Stock under the 1995 Plan to any
person who performs services for the Company. There are
currently stock options for 664,540 shares outstanding under the
1995 Plan. Under the Non-Employee Director Plan, non-employee
directors of the Company are eligible to receive stock options
for 7,000 shares of Common Stock upon their initial election to
the Board of Directors and 7,500 shares of Common Stock upon
their reelection to the Board of Directors each year. There are
currently stock options for 74,500 shares outstanding under the
Non-Employee Director Plan. The Company also has outstanding
stock options for 65,000 shares under a stock option plan of the
Company which has been terminated as to further grants.
Certain Florida Legislation
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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<PAGE>
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transactions ("Affiliated Transactions") between a public
corporation and holders of more than 10% of the outstanding
voting shares of the 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.
Registration Rights
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The Company has granted registration rights to the holders
of the Series B Preferred, the Series C Preferred, the 7.5%
Convertible Debentures, as well as the holders of the warrants,
with respect to the Common Stock to be issued upon the conversion
or exercise of such securities. In addition, the Company
has granted registration rights to certain affiliates who hold
Common Stock.
Transfer Agent
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The transfer agent for the Common Stock is Chase Mellon
Shareholder Services, Pittsburgh, Pennsylvania.
Item 2. Exhibits
Exhibit
Number Description
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2.1 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)).
2.2 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)).
2.3 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)).
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Item 2. Exhibits (Continued)
Exhibit
Number Description
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2.4 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)).
2.5 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)).
2.6 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)).
2.7 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)).
2.8 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)).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
FRENCH FRAGRANCES, INC.
Date: September 3, 1997 By: /s/ E. Scott Beattie
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E. Scott Beattie
President and
Chief Operating Officer
