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As filed with the Securities and Exchange Commission on ___________, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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, including zip code, and
telephone number including area code, telephone number including area code,
of registrant's principal executive of agent for service)
offices)
Approximate date of proposed commencement of proposed sale to the public:
As soon as practicable after the registration statement becomes effective.
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 statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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<TABLE>
<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, 1,285,000 <F1> $7.6875 <F2> $9,878,438 <F2> $2,747
par value $.01
per share
<FN>
<F1>Includes (a) 1,235,000 shares of Common Stock issuable upon the exercise of warrants
(the "FMG Warrants") issued to Fragrance Marketing Group, Inc. ("FMG") and certain of
its former employees in connection with the acquisition by French Fragrances, Inc.
(the "Company") of certain assets of FMG in May 1996, and (b) 50,000 shares of Common
Stock issued upon the exercise of warrants that were originally issued to the lenders
under the Company's then-existing bank credit facility.
<F2>Estimated solely for purposes of calculating the registration fee pursuant to Rule
457(c) 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 August 19, 1999. 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 FMG Warrants.
</TABLE>
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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SUBJECT TO COMPLETION DATED AUGUST 26, 1999
The information in this prospectus is not complete and may be changed. The
selling shareholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective.
This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
PROSPECTUS
FRENCH FRAGRANCES, INC.
1,285,000 Shares of Common Stock
This prospectus is part of a registration statement that covers the proposed
resale of 1,285,000 shares of our common stock by certain shareholders (the
"selling shareholders"). These shares may be offered and sold from time to
time by the selling shareholders 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 fixed, market or
negotiated prices or as determined on a competitive bid basis. See "Plan of
Distribution" set forth on page 12. We will not receive any of the proceeds
from the sale of these shares. See "Use of Proceeds" set forth on page 7. We
will bear the costs relating to the registration of the common shares, which
we estimate to be $12,747.
Our common stock is traded on the Nasdaq Stock Market under the symbol FRAG.
The closing price of our common stock as reported on the Nasdaq Stock Market
on August 25, 1999 was $7.875 per share.
______________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
Please see the "Risk Factors" beginning on page 3 that should be considered in
connection with an investment in the shares we are registering in connection
with this prospectus.
______________________
The date of this Prospectus is ____________, 1999.
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FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference in this
prospectus contain "forward-looking statements" made within the Safe Harbor
Provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based on our current expectations, estimates
and projections about our industry, management's beliefs and certain
assumptions made by us. Words or phrases such as "likely will result," "are
expected to," "will continue," "is anticipated," "estimated," "intends,"
"plans" and "projection" and variations of these words and phrases or similar
expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject to
certain risks, uncertainties and assumptions that are difficult to predict.
Our actual results may differ materially from those expressed or forecasted in
any forward-looking statements as a result of a variety of factors, including
those set forth in "Risk Factors" below and elsewhere in, or incorporated by
reference into, this prospectus. We undertake no obligation to update any
forward-looking statement for any reason, even if new information becomes
available or events occur in the future.
THE COMPANY
French Fragrances, Inc. is a manufacturer, distributor and marketer of
prestige fragrances and cosmetic products primarily in the United States and
principally to mass-market retailers. We currently distribute approximately
230 fragrance brands, including:
o approximately 65 brands for which we have exclusive marketing and
distribution rights (the "controlled brands"), including:
-- the Geoffrey Beene brands Grey Flannel, Eau de Grey Flannel and
Bowling Green;
-- the Halston brands Halston, Sheer Halston, Catalyst, Z-14, Halston
Z and 1-12;
-- the Paul Sebastian brands PS Fine Cologne for Men, Design for
Women, Design for Men, Casual for Women and Casual for Men; and
-- Wings by Giorgio Beverly Hills, Cigar Aficionado, Colors of
Benetton, Hot and Cold, Ombre Rose, Lapidus, Faconnable, Salvador
Dali, Dalissime, Laguna, Cafe and Watt.
o and over 165 other brands that we distribute on a non-exclusive basis
(the "distributed brands").
We distribute our products to more than 35,000 separate retail locations
in the United States, including department stores such as JCPenney, Sears,
Kohl's, Macy's, Dayton Hudson, Robinsons-May, Proffitt's and Nordstrom, mass
merchants such as Wal-Mart, Target, T.J. Maxx and Kmart, drug stores such as
CVS, Eckerd Drug, Walgreens, Rite Aid and American Stores and independent
fragrance, cosmetic and other stores.
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Our company was incorporated in Florida in 1960 under the name of Suave
Shoe Corporation. On November 30, 1995, our company merged with a
privately-held Florida corporation named French Fragrances, Inc., which was
organized in 1992 and had been a distributor of prestige fragrances and
cosmetic products. Following the merger, our company changed its name to
French Fragrances, Inc., replaced its management with French Fragrances'
management and has been engaged only in fragrance operations. Our principal
executive offices are located at 14100 N.W. 60th Avenue, Miami Lakes, Florida
33014, and our telephone number is (305) 818-8000.
RISK FACTORS
Before purchasing the shares offered by this prospectus, you should carefully
consider the risks described below, in addition to the other information
presented in this prospectus or incorporated by reference into this
prospectus. Additional risks and uncertainties not presently known to us or
that we currently believe are immaterial may also impair our business,
financial condition or results of operations. If any of the following risks
actually occur, they could seriously harm our business, financial condition or
results of operations. In such case, the trading price of our common stock
could decline and you may lose all or part of your investment.
WE GENERALLY DO NOT HAVE CONTRACTS WITH MANUFACTURERS, SUPPLIERS OR CUSTOMERS
We do not have long-term or exclusive contracts with any of our customers
and generally do not have long-term or exclusive contracts with our fragrance
manufacturers or suppliers, except for certain distribution or license
agreements we have for our controlled brands. Our suppliers of distributed
brands generally can, at any time, elect to supply fragrance products to
our customers directly or through another distributor. Our suppliers of
distributed brands may also choose to reduce or eliminate the volume of their
products distributed by us. Our ten largest manufacturers or suppliers of
distributed brands accounted for approximately 80% of our cost of sales for
the fiscal year ended January 31, 1999. Our ten largest customers accounted
for approximately 56% of our net sales for the fiscal year ended January 31,
1999. If we were to lose any of our key fragrance suppliers or customers, or
if our relationship with any one of them changed adversely, our business could
be harmed.
We do not own or operate any manufacturing facilities. To manufacture
certain of the controlled brand products, we use third-party manufacturers and
suppliers. We currently obtain these products from a limited number of
manufacturers and other suppliers. If we experience delays in the delivery of
the finished products or the raw materials or components used to make such
products, our business could be harmed.
WE HAVE SIGNIFICANT LONG-TERM DEBT AND INTEREST PAYMENT OBLIGATIONS
We have a significant amount of long-term debt and interest payment
obligations. As of July 31, 1999, we had outstanding debt (other than trade
and other payables) of approximately $190 million. In addition, we may incur
additional debt in the future under our $50 million bank credit facility
(under which $13 million was outstanding at July 31, 1999) or in connection
with other private or public debt financing. Our significant debt service
obligations could have negative consequences to our business, including:
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o an increased vulnerability to adverse general and economic
conditions;
o a diminished ability to withstand competitive pressures;
o an inability to obtain additional financing on satisfactory
terms;
o the need to use a substantial portion of our cash flow for
interest payments;
o an increased sensitivity to fluctuations in interest rates; and
o a lack of financial and operating flexibility as a result of
restrictive covenants contained in our debt instruments.
Further, our ability to make scheduled payments on our present and future debt
may depend on, among other things, our ability to successfully execute our
current business plan on a timely and cost effective basis and our future
operating performance, which, to a large extent, may depend on factors beyond
our control, such as business, economic and competitive factors.
WE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE OUR GROWTH AND INTEGRATE OUR
ACQUISITIONS
To be successful, our management must anticipate on a timely basis the
changing and increasing demands of our growing operations and implement
appropriate operating procedures and systems. There is no assurance that our
management will be able to do so. Our success will also depend, in part, upon
our ability to integrate effectively into our operations new brands, customers
and employees resulting from our past and future acquisitions, including those
associated with our January 1999 acquisition of the assets of Paul Sebastian,
Inc. We believe but cannot assure that we will be able to achieve such
integration.
WE MAY NOT BE ABLE TO ACQUIRE ADDITIONAL BRANDS OR DISTRIBUTION ARRANGEMENTS
Our strategy is to continue to increase both our controlled brand and
distributed brand operations. Currently, we have no agreements or commitments
for the acquisition of additional brands or exclusive or non-exclusive
distribution arrangements. We cannot assure that we will be successful in
identifying, negotiating and consummating such acquisitions or arrangements,
or that they will be available on terms acceptable to us.
WE MAY REQUIRE SIGNIFICANT WORKING CAPITAL IN THE FUTURE
Our working capital requirements have been and will continue to be
significant. To date, we have financed and expect to continue to finance our
working capital requirements primarily through internally-generated funds, our
credit facility and external financing. Excluding additional working capital
requirements that may result from future acquisitions or new product
distribution arrangements, our management believes that internally-generated
funds and financing available under the credit facility will be sufficient to
fund our working capital needs for at least the next twelve months. Our
future expansion through acquisitions or new product distribution
arrangements, if any, will be dependent upon the capital resources available
to us. We cannot assure, however, that we will be able to obtain additional
financing for such purposes or on terms acceptable to us.
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OUR BUSINESS IS SEASONAL AND FLUCTUATES QUARTERLY
Our business is seasonal. We generate much of our sales and income from
operations during the second half of our fiscal year as a result of increased
demand by retailers in anticipation of and during the holiday season. For
example, in fiscal 1999, 65% of our net sales were made during the second half
of the fiscal year. Any substantial decrease in sales during such period
likely would harm our business, financial condition and results of operations.
Similarly, our working capital needs are greater during the second half of the
fiscal year. In addition, our 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.
WE FACE STRONG COMPETITION
The fragrance industry is highly competitive and at times changes rapidly
due to consumer preferences and industry trends. We compete with a large
number of distributors and manufacturers, many of which have significantly
greater resources than us. Our 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. Our products also compete with new products that often are
accompanied by substantial promotional campaigns. These factors, as well as
demographic trends, economic conditions, discount pricing strategies by
competitors and direct sales by manufacturers to our customers, could result
in increased competition and could harm our business, financial condition and
results of operations.
OUR OFFICERS, DIRECTORS AND THEIR AFFILIATES CONTROL US
At August 26, 1999, our officers and directors (including companies under
their control) beneficially owned 6,752,817 shares, or approximately 41%, of
our common stock (including shares of common stock issuable upon the
conversion of Series B and Series C convertible preferred stock and 7.5%
subordinated convertible debentures due 2006 and upon the exercise of
outstanding stock options (in each case determined in accordance with Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")). Their aggregate beneficial ownership permits them to have effective
control of our company and to direct our management and affairs.
WE ARE DEPENDENT ON KEY PERSONNEL
Our success is largely dependent on the performance of our management
team and other key personnel. Our future operations could be harmed if any of
our senior executives or other key personnel ceased working for us. We are
particularly dependent on E. Scott Beattie, our President and Chief Executive
Officer.
CHANGES IN THE RETAIL INDUSTRY MAY HARM US
From time to time, major retailers, including certain of our customers,
have suffered financial difficulties. In addition, the retail industry has
periodically experienced consolidation and other ownership changes. Major
retailers in the United States and in foreign countries
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may in the future consolidate, undergo restructuring or realign their
affiliations, which could decrease the number of stores that sell our products
or provide more leverage to our retailers in transacting business with us.
While such changes in the retail industry to date have not harmed our
business, financial condition or results of operations, there can be no
assurance as to the future effect of any such changes.
OUR STOCK PRICE MAY BE VOLATILE
Although our common stock has been traded on the Nasdaq Stock Market
since December 1995, we cannot assure that there will be an active trading
market or adequate liquidity for our common stock. Additionally, the trading
price of our common stock has been and may continue to be subject to wide
fluctuations over short and long periods of time. Our stock price may
fluctuate in response to a number of events and factors, including:
o quarterly or cyclical variations in financial results;
o future announcements concerning our business;
o changes in financial estimates and recommendations by securities
analysts;
o news reports relating to trends in the fragrance industry;
o actions of competitors or the entrance of new competitors;
o market and industry perceptions of our success, or lack thereof,
in pursuing our growth strategy;
o prevailing interest rates;
o governmental regulation;
o changes and developments affecting the fragrance industry; and
o general market conditions.
YOU ARE UNLIKELY TO RECEIVE DIVIDENDS IN THE FORESEEABLE FUTURE
We have never declared or paid any cash dividends on our common stock and
do not expect to do so in the foreseeable future. Our bank credit facility
prohibits our payment of cash dividends and the indentures relating to the
senior notes we have issued condition the payment of cash dividends on the
satisfaction of certain financial and other covenants.
SHARES ELIGIBLE FOR FUTURE SALE MAY HARM OUR STOCK PRICE
Sales of substantial numbers of additional shares of our common stock, or
the perception that such sales could occur, may have a harmful effect on
prevailing market prices for our common stock and our ability to raise
additional capital in the financial markets at a time and price favorable to
us. As of August 26, 1999, 13,842,828 shares of common stock were
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outstanding and an additional 5,814,744 shares of common stock were reserved
for issuance upon the conversion of outstanding preferred stock and debentures
and upon the exercise of outstanding stock options and warrants.
Approximately 13,842,828 currently outstanding shares of common stock, as well
as the shares offered in this prospectus, will be immediately freely tradeable
in the public market without restriction under the Securities Act of 1933, as
amended (the "Securities Act"), except that approximately 5,499,681 shares
currently held by our "affiliates" (as that term is defined in the rules and
regulations under the Securities Act) may generally be sold only in compliance
with the limitations of Rule 144 under the Securities Act. In addition, we
have entered into registration rights agreements granting certain demand and
piggyback registration rights to certain of our current affiliates.
WE MAY ISSUE ADDITIONAL STOCK IN THE FUTURE; FLORIDA LEGISLATION MAY DETER A
TAKEOVER
As of August 26, 1999, our authorized, unissued and unreserved shares of
capital stock includes (i) a total of approximately 30,292,428 shares of
common stock (assuming the conversion of all shares of outstanding preferred
stock and the subordinated debentures and the exercise of all outstanding
options and warrants, and (ii) a total of 4,428,571 shares of preferred stock.
Our Board of Directors, without any action by our shareholders, is authorized
to issue additional shares of common stock and to designate and issue shares
of preferred stock in such series as it deems appropriate and to establish the
rights, preferences and privileges of such preferred stock, including
dividend, voting and liquidation rights. The ability of the Board to issue
additional shares of common stock and to designate and issue preferred stock
having preferential rights could impede or deter an unsolicited tender offer
or other takeover proposal for us, and could adversely affect the voting power
and other rights of holders of our common stock. Further, as a Florida
corporation, our shareholders' voting rights are subject to certain
legislation that may deter or frustrate any potential takeover of us.
USE OF PROCEEDS
All net proceeds from the sale of the common shares covered by this
prospectus will go to the selling shareholders who offer and sell their
shares. We will not receive any proceeds from the sale of the common shares
by the selling shareholders. Upon the exercise of the FMG warrants (as
defined below), we will, however, receive $7.50 per share of our common
stock that is issued as a result of such exercise. In the event that all such
warrants are exercised, we will receive an aggregate of $9,262,500.
DESCRIPTION OF CAPITAL STOCK
As of August 26, 1999, our amended and restated articles of incorporation
provide that we have authority to issue the following capital stock:
o 50,000,000 shares of common stock, $.01 par value, of which
13,842,828 shares are issued and outstanding;
o 265,801 shares of Series B convertible preferred stock, $.01 par
value, all of which are issued and outstanding;
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o 502,520 shares of Series C convertible preferred stock, $.01 par
value, all of which are issued and outstanding; and
o 4,428,571 shares of serial preferred stock, $.01 par value, none of
which are issued and outstanding.
COMMON STOCK
Holders of our common stock are entitled to one vote per share on all
matters submitted to a vote of shareholders. Holders of our common stock are
entitled to receive proportionally any dividends declared by our Board of
Directors. Our bank credit facility, however, prohibits our payment of cash
dividends and the indentures relating to the senior notes we have issued
condition the payment of cash dividends on the satisfaction of certain
financial and other covenants. If we were to liquidate, dissolve or wind up
our affairs, holders of our common stock would share proportionally in our
assets that remain after payment of all of our debts and obligations and after
any liquidation payments to holders of our preferred stock. Holders of our
common stock have no:
o preemptive rights;
o subscription rights;
o redemption rights;
o conversion rights; or
o cumulative voting rights.
Thus, the holders of a majority of our outstanding common stock will be able
to elect all members of our Board of Directors and to take other actions
requiring a vote of our common stock. Our common stock is traded on the
Nasdaq Stock Market under the symbol FRAG.
SERIES B CONVERTIBLE PREFERRED STOCK AND SERIES C CONVERTIBLE PREFERRED STOCK
Holders of our Series B convertible preferred stock and Series C
convertible preferred stock have no right to vote on matters submitted to a
vote of our shareholders, except as required by law. Holders of our preferred
stock are entitled to receive dividends declared by the Board of Directors.
At any time after the termination of a shareholders agreement between Bedford
Capital Corporation (Bedford), Rafael Kravec, who is our Chairman, and us, we
may, at our option, redeem all (but not part) of the outstanding Series B and
Series C convertible preferred stock at a price of $.01 per share, upon giving
the holders of these shares written notice of our 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, (i) each share of Series B
convertible preferred stock is convertible, at the option of the holder or
Bedford, into 7.12 fully paid and nonassessable shares of our common stock
upon payment of $3.30 per share of common stock, and (ii) each share of Series
C convertible preferred stock is convertible, at the option of the holder or
Bedford, into one fully paid and nonassessable share of our common stock upon
payment of $5.25 per share of common stock. The Series B and Series C
conversion prices and the number
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of shares of common stock or other securities issuable upon conversion of
those shares of preferred stock may be adjusted if certain events occur,
including the issuance of common stock without consideration or for
consideration less than the applicable Series B or Series C conversion price
then in effect, stock dividends, stock splits, capital reorganizations or
reclassifications, our consolidation or merger with another corporation or the
sale of all or substantially all of our assets.
If we were to liquidate, dissolve or wind up our affairs, holders of our
Series B and Series C convertible preferred stock would be entitled to receive
out of our assets, if any, legally available for distribution to shareholders,
$.01 per share of convertible preferred stock, and no more, before payment or
distribution of assets to the holders of our common stock or any other
stock of ours ranking as to distribution of assets upon liquidation junior to
the Series B or Series C convertible preferred stock. If these assets are
insufficient to pay in full the liquidation preference of the Series B and
Series C convertible preferred stock, then such assets will be distributed
proportionally among the holders of such preferred stock. Shares of Series B
and Series C convertible preferred stock are not subject to any purchase,
retirement or sinking fund provisions.
SERIAL PREFERRED STOCK
We have not issued any shares of serial preferred stock to date. We can
issue, without shareholder approval, shares of serial preferred stock in one
or more series and with such preferences and designations as our Board of
Directors may determine, including:
o the designation of such series and the number of shares constituting
such series;
o dividend rights;
o redemption rights;
o liquidation preferences;
o purchase, retirement or sinking fund provisions;
o conversion rights; and
o voting rights.
The Board's ability to designate and issue serial preferred stock having
preferential rights could impede or deter an unsolicited tender offer or
takeover proposal for our company, and the designation and issuance of
additional serial preferred stock having preferential rights could have
a negative effect on the voting power and other rights of holders of our
common stock. There are no agreements or understandings for the issuance of
serial preferred stock, and the Board has no present intention to issue serial
preferred stock.
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ANTI-TAKEOVER EFFECTS OF FLORIDA LEGISLATION
We are subject to several anti-takeover provisions that apply to a public
corporation organized under Florida law. Florida statutory law prohibits the
voting of shares in a publicly-held Florida corporation that are acquired in a
"control share acquisition" unless the holders of a majority of the
corporation's voting shares, exclusive of shares owned by officers of the
corporation, employee directors or the acquiring party, approve the granting
of voting rights as to the shares acquired in the control share acquisition.
A control share acquisition is defined as an acquisition that immediately
thereafter entitles the acquiring party to 20% or more of the total
voting power in an election of directors.
Florida statutory law also prohibits a publicly-held Florida corporation
from engaging in a broad range of business combinations or other extraordinary
corporate transactions with an "interested shareholder" unless:
o the transaction is approved by a majority of disinterested directors
before the shareholder becomes an interested shareholder;
o the interested shareholder has owned at least 80% of the
corporation's outstanding voting shares for at least five years; or
o the transaction is approved by the holders of two-thirds of the
corporation's voting shares other than those owned by the interested
shareholder.
An interested shareholder is defined as a person who together with affiliates
and associates beneficially owns more than 10% of a corporation's outstanding
voting shares. These statutory provisions may prevent takeover attempts that
might result in a premium over the market price for our common stock.
FMG WARRANTS
Of the shares offered hereby, 1,235,000 shares of our common stock are to
be issued upon the exercise of warrants (the "FMG warrants") that were granted
to Fragrance Marketing Group, Inc. ("FMG") and certain of its former employees
in connection with our acquisition of certain assets of FMG in May 1996. The
FMG warrants are exercisable, in whole or in part, at an exercise price of
$7.50 per share of common stock until January 13, 2002. The exercise price
may be adjusted if certain events occur, including stock dividends, stock
splits and stock reclassifications and the issuance of common stock or
warrants, options or rights to subscribe for or purchase common stock for
consideration less than the lesser of (i) the then current market price per
share of our common stock or (ii) the exercise price of the FMG warrants. In
addition, if certain events occur, including a merger, consolidation or the
sale of substantially all of our assets, the holders of the FMG warrants will
receive upon the exercise of such warrants the kind of stock or other
securities or other consideration receivable upon such transaction by a holder
of our common stock. In addition, the FMG warrants that were granted to
certain former employees of FMG as an inducement to join our company are
exercisable only while the particular employee is employed by us; provided
that if such an employee's employment with us is terminated other than by the
employee's resignation or termination by us for "cause" (as defined in the
warrant issued to the employee), the employee (or the employee's estate in the
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case of death) has the right to exercise the exercisable portion of the
employee's warrant within a period ending on the sooner of (i) thirty days
(one year in the case of death or disability) or (ii) January 13, 2002. In
the event an employee's employment with us is terminated, the employee's
warrant is deemed amended so that FMG has the right to exercise any portion of
the warrant that the employee (or the employee's estate in the case of death)
is unable to, or does not, exercise prior to January 13, 2002.
BANK WARRANTS
Of the shares offered hereby, 50,000 shares of our common stock were
issued upon the exercise of warrants that were originally granted to the
lenders under the Company's then-existing bank credit facility.
REGISTRATION RIGHTS
This registration statement is being filed pursuant to a demand
registration made by the holders of the FMG warrants. In addition to the
registration rights which were granted to the selling shareholders pursuant to
which this registration is being made, we have granted registration rights to
certain other persons or entities which may be deemed to be our affiliates
and which hold shares of our common stock, Series B and Series C convertible
preferred stock and 7.5% subordinated convertible debentures.
TRANSFER AGENT AND REGISTRAR
ChaseMellon Shareholder Services, located in Pittsburgh, Pennsylvania,
is the transfer agent and registrar for our common stock.
SELLING SHAREHOLDERS
The selling shareholders are offering in this prospectus the shares
listed in the table below. The table also sets forth for each selling
shareholder (i) their beneficial ownership of our common stock as of August
26, 1999, (ii) the number of shares being offered for sale in this
prospectus, and (iii) the number of shares of our common stock beneficially
owned after this offering (and the percentage of the class owned after this
offering) assuming that all the shares registered in this prospectus by the
selling shareholders are sold in this offering. To our knowledge, other than
as set forth below, there is no position, office or other material
relationship between any of the selling shareholders and us (including our
predecessors and affiliates), nor have any such material relationships existed
within the past three years.
<TABLE>
<CAPTION>
Shares Number Shares
Beneficially of Shares Beneficially Percent of
Owned Prior Being Owned After Class Owned
to This Offered This After This
Name Offering For Sale<F1> Offering<F1> Offering<F1>
- ------------------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Fragrance Marketing
Group, Inc. (3) 1,122,727 1,122,727 0 0
David I. Alfin (4) 102,273 102,273 0 0
Mary Beth Mazzotta (5) 15,476 10,000 5,476 *
Indian Head Banks, Inc. 35,000 35,000 0 0
BankAmerica Investment
Corporation 15,000 15,000 0 0
--------- --------- ------
Total 1,290,476 1,285,000 5,476
* Less than one percent
</TABLE>
11
<PAGE>
<PAGE> 12
(1) Includes, where applicable, shares of our common stock issuable upon the
conversion of Series C convertible preferred stock, and upon the exercise
of warrants and stock options, which may be converted or exercised within
60 days after August 26, 1999.
(2) Assumes all shares being registered will be sold.
(3) Shares offered for sale relate to shares of our common stock issuable
upon the exercise of warrants issued to FMG in connection with our
acquisition of substantially all of the assets of FMG in May 1996. The
President of FMG has a consulting agreement with us and, in addition to
his beneficial ownership of the FMG warrants, beneficially owns 10,712
shares of our common stock.
(4) Mr. Alfin has served as Vice President, Sales since May 1996. Shares
offered for sale include (a) 52,273 shares of our common stock issuable
upon the exercise of warrants that were assigned to him by FMG, and (b)
50,000 shares of our common stock issuable upon the exercise of warrants
we issued to him at the time we acquired FMG.
(5) Ms. Mazzotta has served as our Vice President, Sales Operations since
April 1998 and as our Director of Sales Administration from May 1996
until April 1998. Shares offered for sale reflect 10,000 shares of our
common stock issuable upon the exercise of warrants we issued to her at
the time we acquired FMG.
PLAN OF DISTRIBUTION
We have been advised by the selling shareholders that the shares being
registered by this prospectus 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.
These 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 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 being registered
hereunder 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. Each selling shareholder will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including Regulation M, which may limit the timing of the purchase and
sale of shares by the selling shareholders.
We have agreed to pay all fees and expenses incident to the registration
of the shares offered by this prospectus, 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.
12
<PAGE>
<PAGE> 13
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, 1999 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 accounting and auditing.
LEGAL MATTERS
The validity of the shares offered hereby is being passed upon on our
behalf by Oscar E. Marina, Esq., our Vice President, General Counsel and
Secretary. Mr. Marina owns 3,300 shares of our common stock and 3,222 shares
of Series C convertible preferred stock, and has been granted stock options to
purchase an additional 50,000 shares of our common stock. We also pay Mr.
Marina a salary and typically a bonus and provide him with certain employee
benefits which are made available to all of our full-time employees. Neither
Mr. Marina's compensation or grants of Series C convertible preferred stock or
stock options have been made or will be made contingent on the sale of shares
by the selling shareholders.
WHERE YOU CAN FIND MORE INFORMATION
Government Filings. We file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission
(the "SEC"). You may read and copy any document that we file at the SEC's
public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for information about its public
reference rooms. Our SEC filings are also available to you free of charge at
the SEC's web site at http://www.sec.gov.
Stock Market. Shares of our common stock are traded as "National Market
Securities" on the Nasdaq National Market. Thus, material we file also can be
inspected at the offices of the National Association of Securities Dealers,
Inc., Reports Section, 1735 K Street, Washington, D.C. 20006.
Information Incorporated by Reference. The SEC allows us to incorporate
by reference into this prospectus information we file with it. This means
that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part
of this prospectus, and information that we file later with the SEC will
automatically update and supersede previously-filed information, including
information contained in this document.
We incorporate by reference the documents listed below and any future
filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act until this offering is completed:
1. our Annual Report on Form 10-K for the fiscal year ended January 31,
1999;
2. our Quarterly Report on Form 10-Q for the quarter ended April 30,
1999;
13
<PAGE>
<PAGE> 14
3. our Current Report on Form 8-K filed on February 4, 1999, and an
amendment thereto filed on April 6, 1999, and our Current Report on
Form 8-K filed on May 19, 1999;
4. our Proxy Statement dated May 17, 1999, relating to the 1999 Annual
Meeting of Shareholders; and
5. the description of our common stock which is contained under the
caption "Description of the Registrant's Securities to be Registered"
in our Registration Statement on Form 8-A, filed with the SEC on
September 4, 1997, as amended by the Amendment to Registration 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.
You may obtain free copies of these documents by writing or telephoning
us at the following address:
Investor Relations
French Fragrances, Inc.
14100 N.W. 60th Avenue
Miami Lakes, Florida 33014
(305) 818-8000
You should rely only on the information contained or incorporated by
reference in this prospectus and in any accompanying prospectus supplement.
No one has been authorized to provide you with different information. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of the
documents.
The shares of common stock registered in this prospectus are not being
offered in any jurisdiction where the offer is not permitted.
14
<PAGE>
<PAGE> II-1
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth an estimate of the expenses (all of which
will be borne by French Fragrances, Inc. (the "Company")) that will be
incurred in connection with the issuance and distribution of the securities
being registered hereunder, other than selling discounts, commissions and
fees, if any, and expenses of counsel or any other professional advisors, if
any, to the selling shareholders. All of the amounts shown are estimates,
except for the SEC registration fee.
SEC registration fee. . . . . . . . . . $ 2,747.00
Miscellaneous (including accounting,
legal and other) . . . . . . . . . . . $10,000.00
----------
Total . . . . . . . . . . . . . . . . . $12,747.00
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 of Directors 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 a quorum consisting
of directors who were not parties to the proceeding or a committee consisting
solely of two or more directors not parties to the proceeding, (ii)
independent legal counsel selected by a majority vote of a quorum consisting
of 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 a quorum consisting 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, by-law, 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
II-1
<PAGE>
<PAGE> II-2
adjudication establishes that the actions of a director, officer or employee
constitute (i) a violation of criminal law, unless the person had reasonable
cause to believe his conduct was lawful, (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 or director.
The Company maintains directors' and officers' liability insurance for
its directors and officers.
Item 16. EXHIBITS.
See the Exhibit Index on page II-5 below, 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;
(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 SEC 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;
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
II-2
<PAGE>
<PAGE> II-3
those paragraphs is contained in periodic reports filed with
or furnished to the SEC by the registrant pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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 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 SEC
such indemnification is against public policy as expressed in the Securities
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
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
<PAGE> II-4
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints E.
Scott Beattie and Oscar E. Marina, or any one of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and
resubstitution for him and in his name, place and stead in any and all
capacities to execute in the name of each such person who is then an officer
or director of the registrant any and all amendments (including post-effective
amendments) to this registration statement, and to file the same with all
exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents and each of them full power and authority to do and perform each and
every act and thing required or necessary to be done in and about the premises
as fully as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
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
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Miami Lakes, State of Florida, on
August 26, 1999.
FRENCH FRAGRANCES, INC.
By: /s/ E. Scott Beattie
----------------------------------
E. Scott Beattie
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
/s/ E. Scott Beattie President, Chief Executive Officer August 26, 1999
- ---------------------- and Director
E. Scott Beattie (Principal Executive Officer)
/s/ William J. Mueller Vice President and Chief Financial
- ---------------------- Officer August 26, 1999
William J. Mueller (Principal Financial and Accounting
Officer)
/s/ Rafael Kravec Director August 26, 1999
- ----------------------
Rafael Kravec
/s/ J. W. Nevil Thomas Director August 26, 1999
- ----------------------
J. W. Nevil Thomas
/s/ Richard C.W. Mauran Director August 26, 1999
- -----------------------
Richard C. W. Mauran
/s/ Fred Berens Director August 26, 1999
- -----------------------
Fred Berens
/s/ George Dooley Director August 26, 1999
- -----------------------
George Dooley
II-4
<PAGE>
<PAGE> II-5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Sequential Page No.
- ------- ----------- ------------------
<S> <C>
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 Indenture, dated as of May 13, 1997, between the Company and HSBC
Bank USA (formerly known as 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)).
4.5 Indenture, dated as of April 27, 1998, between the Company and
HSBC Bank USA (formerly known as 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 April 27, 1998 (Commission File
No. 1-6370)).
4.6 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)).
4.7 First Amendment to Credit Agreement and Other Transaction
Documents, dated as of December 31, 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 10-K for the fiscal year
ended January 31, 1998 (Commission File No. 1-6370)).
4.8 Letter Agreement dated as of March 23, 1998, between the Company
and Fleet National Bank (incorporated herein by reference to Exhibit
4.4 filed as a part of the Company's Form 10-K for the fiscal year
ended January 31, 1998 (Commission File No. 1-6370)).
4.9 Second Amendment to Credit Agreement and Other Transaction
Documents dated as of November 13, 1998, between the Company and
Fleet National Bank (incorporated herein by reference to Exhibit 4.6
filed as a part of the Company's Form 10-Q for the quarter ended
October 31, 1998 (Commission File No. 1-6370)).
II-5
<PAGE>
<PAGE> II-6
4.10 Third Amendment to Credit Agreement and Other Transaction
Documents dated as of May 17, 1999, between the Company and Fleet
National Bank (incorporated herein by reference to Exhibit 4.7 filed as
part of the Company's Form 10-Q for the quarter ended April 30, 1999
(Commission File No. 1-6370)).
4.11 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)).
4.12 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)).
4.13 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. (contained in Exhibit 5.1).
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 SEC upon request.
II-6
</TABLE>
Exhibit 5.1
August 26, 1999
French Fragrances, Inc.
14100 NW 60th Avenue
Miami Lakes, Florida 33014
Ladies and Gentlemen:
I have acted as counsel to French Fragrances, Inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission of a registration statement on Form S-3 (the "Registration
Statement"). The Registration Statement relates to the proposed sale by
certain shareholders of the Company listed in the Registration Statement (the
"Selling Shareholders") of an aggregate of 1,285,000 shares (the "Shares") of
Common Stock, $.01 par value per share of the Company. The Shares include (a)
1,235,000 Shares (the "FMG Shares") which are issuable upon the exercise of
warrants issued to Fragrance Marketing Group, Inc. ("FMG") and certain of its
former employees (the "Employees") in May 1996 (the "FMG Warrants"), and (b)
50,000 Shares (the "Bank Shares") which were issued upon the exercise of
warrants that were granted in March 1996 to the lenders under the Company's
then-existing bank credit facility. Accordingly, FMG, the Employees and the
holders of the Bank Shares are listed as Selling Shareholders.
In connection therewith, I have examined the Company's Amended and
Restated Articles of Incorporation, as amended, and the By-Laws, resolutions
of the Board of Directors of the Company and such other corporate documents
and records, certificates of public officials and questions of law as I have
deemed necessary or appropriate for purposes of this opinion. I have also
reviewed the relevant statutory provisions of the Florida Business Corporation
Act, and such other legal authority in Florida as I have deemed relevant.
Based upon and subject to the foregoing, I am of the opinion that (i)
the FMG Shares, when issued and paid for upon the exercise of the FMG Warrants
in accordance with their terms and delivered as contemplated in the
Registration Statement, will be validly issued, fully paid and non-assessable,
and (ii) the Bank Shares are validly issued, fully-paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to me under the caption "Legal
Matters."
Very truly yours,
/s/ Oscar E. Marina
Oscar E. Marina, Esq.
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of French Fragrances, Inc. on Form S-3 of our report dated April 16,
1999, appearing in the Annual Report on Form 10-K of French Fragrances, Inc.
for the year ended January 31, 1999, and to the reference to us under the
heading "Experts" in the Prospectus which is part of this Registration
Statement.
/s/ Deloitte & Touche, LLP
Miami, Florida
August 25, 1999
