AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 1996
REGISTRATION NO. 333-10793
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
SPECIALTY CATALOG CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 5961 04-3253301
(PRIMARY STANDARD (I.R.S. EMPLOYER
(STATE OR OTHER INDUSTRIAL CLASSIFICATION IDENTIFICATION NO.)
JURISDICTION OF CODE NUMBER)
INCORPORATION OR
ORGANIZATION)
21 BRISTOL DRIVE SOUTH EASTON, MA 02375 (508) 238-0199
(ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES AND PRINCIPAL PLACE OF BUSINESS)
STEVEN L. BOCK, CHAIRMAN AND CHIEF EXECUTIVE OFFICER 21 BRISTOL DRIVE SOUTH
EASTON, MA 02375 (508) 238-0199
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
----------------
COPIES TO:
ROBERT L. LAWRENCE, ESQ. JEFFREY S. DAVID A. MILLER, ESQ. GRAUBARD
TULLMAN, ESQ. KANE KESSLER, P.C. MOLLEN & MILLER 600 THIRD AVENUE NEW
1350 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10016 TELEPHONE NO.:
YORK, NEW YORK 10019 TELEPHONE NO.: (212) 818-8800 FACSIMILE NO.: (212)
(212) 541-6222 FACSIMILE NO.: (212) 818-8881
245-3009
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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, 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. [_]
CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
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Common Stock $.01 par
value.................. 1,725,000(2) $ 7.50 $12,937,500 $4,461.21
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Underwriter's Purchase
Option................. 1 $100.00 $ 100 (3)
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Common Stock Underlying
Underwriter's Purchase
Option................. 150,000 $ 8.25 $ 1,237,500 $ 426.72
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Total................... -- -- $14,175,100 $4,887.93
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(1) Estimated solely for the purposes of calculating the registration fee.
(2) Includes 225,000 shares which may be issued upon exercise of a 45-day
option granted to the Underwriter to cover over-allotments, if any. See
"Underwriting."
(3) Pursuant to Rule 457(g), no registration fee is payable.
----------------
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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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the Company's estimates of the expenses to be
incurred by it in connection with the issuance and distribution of the
securities being registered, other than underwriting discounts and
commissions:
Securities and Exchange Commission registration fee............. $ 4,887.93
NASD registration fee........................................... 1,996.25
Nasdaq listing fee.............................................. 1,000.00
Printing registration statement and other documents............. 100,000.00*
Fees and expenses of Registrant's counsel....................... 200,000.00*
Underwriter's expense allowance................................. 262,500.00*
Accounting fees and expenses.................................... 100,000.00*
Blue Sky expenses and counsel fees.............................. 25,000.00*
Engraving....................................................... 5,000.00*
Miscellaneous................................................... 49,615.82
-----------
Total......................................................... $750,000.00
===========
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* Estimated
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware, as amended ("DGCL"),
authorizes a Delaware corporation to indemnify its officers, directors,
employees and agents against expenses and liabilities incurred in legal
proceedings involving such persons because of their holding or having held
such positions with the corporation and to purchase and maintain insurance for
such indemnification. The Company's By-Laws and Article Seventh of its
Certificate of Incorporation, as amended, substantively provide that the
Company indemnify its officers, directors, employees and agents to the fullest
extent permitted by Section 145 of the DGCL.
In accordance with Section 102(b)(7) of the DGCL, Article 8 of the Company's
Certificate of Incorporation, as amended, eliminates the personal liability of
directors to the Company or its stockholders for monetary damages for breach
of fiduciary duty as a director with certain limited exceptions set forth in
Section 102(b)(7).
The Underwriting Agreement provides for reciprocal indemnification between
the Company and its controlling persons on the one hand and the Underwriters
and their respective controlling persons on the other hand against certain
liabilities in connection with this Offering, including liabilities under the
Securities Act of 1933, as amended ("Securities Act").
The Company has also entered into indemnification agreements with each of
its directors and executive officers. The indemnification agreements provide
that the directors and executive officers will be indemnified to the fullest
extent permitted by applicable law against all expenses (including attorneys'
fees), judgments, fines and amounts reasonably paid or incurred by them for
settlement in any threatened, pending or completed action, suit or proceeding,
including any derivative action, on account of their services as a director or
officer of the Company or of any subsidiary of the Company or of any other
company or enterprise in which they are serving at the request of the Company.
No indemnification will be provided under the indemnification agreements,
however, to any director or executive officer in certain limited
circumstances, including on account of knowingly fraudulent, deliberately
dishonest or willful misconduct. To the extent the provisions of the
indemnification agreements exceed the indemnification permitted by applicable
law, such provisions may be unenforceable or may be limited to the extent they
are found by a court of competent jurisdiction to be contrary to public
policy.
II-1
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Described below is information regarding all securities that have been
issued by the Company in the past three years.
1. On November 23, 1994, SC Corporation, a predecessor of the Company,
pursuant to the First Amended and Restated Joint Plan of Reorganization of SC
Corporation, Wigs by Paula, Inc., and SC Publishing, undertook a
reorganization ("Reorganization") and left the protection of the bankruptcy
court. As part of the Reorganization: (i) Mr. Bock acquired for $30,000 98,934
shares of the Company's Common Stock; (ii) Dickstein & Co. acquired for
$2,184,000 867,786 shares of the Company's Common Stock, 7,272 shares of the
Company's 13% Preferred Stock and subordinated indebtedness ("Subordinated
Indebtedness") in the principal amount of $1,190,000; (iii) Dickstein
International acquired for $1,092,000 433,893 shares of the Company's Common
Stock, 3,636 shares of the Company's 13% Preferred Stock and Subordinated
Indebtedness in the principal amount of $595,000; and (iv) Viking Holdings
Limited acquired for $2,626,000 and the forgiveness of a $650,000 note
receivable 1,301,680 shares of the Company's Common Stock, 10,908 shares of
the Company's 13% Preferred Stock and Subordinated Indebtedness in the
principal amount of $1,785,000. All of the Subordinated Indebtedness was
transferred to SC Holdings L.L.C. shortly after completion of the Plan of
Reorganization. The owners of SC Holdings L.L.C. control the majority of the
outstanding Common Stock. The Subordinated Indebtness bears interest at 11.5%
per annum and is due on December 1, 2002. The issuance of the shares and the
Subordinated Indebtness was exempt from the registration provisions of the
Securities Act pursuant to Section 3(a)(7) of the Securities Act.
2. On November 30, 1994, all of the outstanding shares of SC Corporation
common stock were exchanged for shares of Common Stock and 13% Preferred Stock
at the rate of 1/100 share of the Company's common stock for each outstanding
share of SC Corporation common stock. The forgoing transactions were exempt
from the registration provisions of the Securities Act pursuant to Section
4(2)(a) of the Securities Act.
The following table sets forth the number of shares of the Company's Common
Stock and the amount of subordinated indebtness each stockholder received
pursuant to the Reorganization. The numbers of shares owned and the conversion
of the 13% Preferred Stock into Common Stock reflect a recapitalization of the
Company whereby each share of Preferred Stock was converted into 16.67 shares
of Common Stock.
AMOUNT OF
COMMON STOCK PREFERRED SUBORDINATED
NAME SHARES ISSUED SHARES ISSUED INDEBTNESS
---- ------------- ------------- ------------
Steven L. Bock.................... 303.93 0 --
Bruce Pollack..................... 121.57 0 --
Wigs, L.P......................... 260.51 675 $ 110,406
Dickstein & Co., L.P.............. 2,665.88 7,272 $1,189,926
9 West 57th Street
New York, NY 10019
Dickstein International Limited... 1,332.94 3,636 $ 594,964
9 West 57th Street
New York, NY 10019
Viking Holdings Limited........... 3,998.82 10,908 $1,784,890
c/o Abacus Secretaries (Jersey)
Limited
La Motte Chambers
St. Helier, Jersey
JE1 1BS Channel Islands
3. Mark Brodsky and Samuel Katz acquired their shares of Common Stock and
13% Preferred Stock as set forth in the following table in February 1996 from
Dickstein International. The transaction was exempt from the
II-2
registration requirements of the Securities Act pursuant to the so-called
"Section 4 (1 1/2)" exemption. The following table sets forth the number of
shares of common stock and 13% Preferred each stockholder received. The
numbers of shares owned and the conversion of the 13% Preferred Stock into
Common Stock reflect a recapitalization of the Company whereby each share of
Preferred Stock was converted into 16.67 shares of Common Stock.
COMMON
STOCK PREFERRED
NAME ISSUED STOCK ISSUED
---- ------ ------------
Mark Brodsky............................................. 122.07 332.98
Samuel Katz.............................................. 244.14 665.96
4. On June 1, 1996, the Company entered into an agreement with Martin
Franklin, a director of the Company, and two associates of Mr. Franklin,
pursuant to which Mr. Franklin and his associates loaned the Company $495,000
in junior subordinated indebtedness. This loan was made on August 9, 1996,
bears interest at 11.5%, and is due August 9, 1999, provided that this loan
will not be repaid prior to the repayment of the Subordinated Indebtedness. In
connection with this loan, the Company has issued for $5,000 to Mr. Franklin
and his associates warrants to purchase 265,335 shares of Common Stock. The
warrants are exercisable until September 30, 1999 at an exercise price of
$1.88 per share.
The above transactions were private transactions not involving a public
offering and were exempt from the registration provisions of the Securities
Act pursuant to Section 4(2) thereof.
5. On August 1, 1996, Dickstein Focus Fund acquired 999.08 shares of 13%
Preferred Stock and 366.26 shares of Common Stock from Dickstein & Co. L.P.
The transaction was exempt from the registration requirements of the
Securities Act pursuant to the so-called "Section 4(1 1/2)" exemption.
No underwriter was engaged in connection with the foregoing sales of
securities. The Company has reason to believe that all of the foregoing
purchasers were familiar with or had access to information concerning the
operations and financial conditions of the Company, and all of those
individuals purchasing securities represented that they were accredited
investors, acquiring the shares for investment and without a view to the
distribution thereof. At the time of issuance, all of the foregoing securities
were deemed to be restricted securities for purposes of the Securities Act and
the certificates representing such securities bore legends to that effect.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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***1.01 --Preliminary form of Underwriting Agreement.
***1.03 --Form of Selected Dealer Agreement.
***1.04 --Underwriter's Purchase Option.
***3.01 --Certificate of Incorporation of the Registrant, as amended.
*3.02 --By-Laws of the Registrant, as amended.
**4.01 --Specimen Certificate representing the Common Stock, par value $0.01
per share.
*5.01 --Opinion of Kane Kessler, P.C.
*10.01 --1996 Stock Option Plan.
**10.02 --Employment Agreement dated as of October 4, 1996 between the
Registrant and Steven L. Bock.
**10.03 --Employment Agreement dated as of October 4, 1996 between the
Registrant and Steven M. O'Hara.
***10.04 --Credit Agreement dated , 1994 between Bank Nationale de Paris
("BNP") Wigs By Paula, Inc., predecessor to the Registrant ("Wigs").
***10.05 --First Amendment, Waiver and Consent to the Credit Agreement dated
August 16, 1995 between BNP and the Registrant.
***10.06 --Second Amendment, Waiver and Consent to the Credit Agreement dated
August 14, 1996 between BNP and the Registrant.
II-3
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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***10.07 --Security Agreement dated as of November 23, 1994 between Wigs and
BNP.
***10.08 --Trademark and Copyright Security Agreement dated as of November 23,
1994 between WIGS, BNP and other guarantors named therein.
***10.09 --Pledge Agreement dated as of November 23, 1994 between SC
Corporation and BNP.
***10.10 --Pledge Agreement dated as of November 23, 1994 between the
Registrant, SC Holdings, L.L.C. and BNP.
***10.11 --Guaranty dated November 23, 1994 between the Registrant, Western
Schools, Inc., Royal Advertising & Marketing, Inc., BNP and the
Hedge Banks.
***10.12 --Guaranty dated November 23, 1994 between SC Corporation, BNP, and
the Hedge Banks.
***10.13 --Guaranty dated November 30, 1994 between the Registrant, SC
Holdings L.L.C., BNP, and the Hedge Banks.
***10.14 --Agreement dated June 1, 1996 between SC Direct, Inc., the
Registrant and Martin Franklin.
***10.15 --Debtor Securities Purchase Agreement dated November 23, 1994
between WIGS, L.P. and SC Corporation.
***10.16 --Pledge and Security Agreement dated November 30, 1994 between WIGS,
L.P. and SC Corporation.
***10.17 --Promissory Note dated November 23, 1994 in the principal amount of
$147,583 from WIGS, L.P. to SC Corporation.
***10.18 --Lease dated July 10, 1985 between Simon D. Young, Trustee of the
Sandpy Realty Trust, ("Trustee"), and Wigs for premises located at
21 Bristol Drive, South Easton, MA.
***10.19 --First Amendment of Lease, dated March 15, 1986, between the Trustee
and Wigs.
***10.20 --Second Amendment to Lease, dated March 1, 1989 between the Trustee
and Wigs By Paula, Inc.
***10.21 --Third Amendment to Lease, dated October 22, 1993 between the
Trustee and Wigs By Paula, Inc.
***10.22 --Letter Agreement, dated February 21, 1995 between the Trustee and
SC Corporation.
***10.23 --Lease, dated October 20, 1995 between Fredric Snyderman as Trustee
of JV Realty Trust and SC Direct Inc. for the premises at 23 Norfolk
Avenue.
***10.24 --Printing Agreement, dated January 1, 1995 between Quebecor Printing
(USA) Corp. and the Registrant, as amended.
*10.25 --Amended and Restated Registration Rights Agreement, dated October
3, 1996 between the Registrant and certain of the Registrant's
stockholders, as amended.
***10.26 --First Amended and Restated Joint Plan of Reorganization of SC
Corporation, Western Schools, Inc. and Wigs by Paula dated September
21, 1994.
***10.27 --AT&T Contract Tariff Order dated February 9, 1995 between AT&T and
the Registrant.
***10.28 --Shareholders' Agreement dated as of November 30, 1994 between the
Registrant, SC Holdings L.L.C., SC Corporation and certain
shareholders. ("Shareholders' Agreement").
***10.29 --Amendment No. 1 to Shareholders' Agreement.
***10.30 --SC Holdings L.L.C. Limited Liability Company Agreement, dated as of
.
*10.31 --Supplemental Defined Contribution Plan.
*10.32 --Form of Indemnification Agreement of Directors.
*10.33 --Form of Warrant.
*10.34 --Form of Subordinated Note.
***11.01 --Statement Regarding Computation of per share earnings.
*21.01 --Subsidiaries of the Registrant.
II-4
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
**23.01 --Consent of Kane Kessler, P.C. (included in Exhibit 5)
***23.02 --Consent of Deloitte and Touche
***24.01 --Power of Attorney (contained on page II-7)
***27.01 --Financial Data Schedule
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* Filed herewith
** To be filed by amendment.
*** Previously filed.
ITEM 17. UNDERTAKINGS.
The Company 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) and 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;
(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;
(4) to provide to the Underwriter at the closing specified in the
Underwriting Agreement certificates in such denominations and registered in
such names as required by the Underwriter to permit prompt delivery to each
purchaser;
(5) insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Securities and
Exchange Commission 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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
Company 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-5
(6) for purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Company pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective;
(7) for the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-6
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED IN THE CITY
OF NEW YORK, STATE OF NEW YORK, ON OCTOBER 8, 1996.
Specialty Catalog Corp.
/s/ Steven L. Bock
By: _________________________________
Steven L. Bock,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Steven Bock and Stephen O'Hara, jointly
and severally, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including post-
effective amendments) to this registration statement and all documents
relating thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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.
SIGNATURE TITLE DATE
/s/ Steven L. Bock Director and Chief
- ------------------------------------- Executive Officer October 8, 1996
/s/ Steven L. Bock (Principal
Executive Officer)
/s/ Steven L. Bock, as Attorney-in- President
Fact October 8, 1996
- -------------------------------------
/s/ Stephen M. O'Hara
/s/ Steven L. Bock, as Attorney-in- Chief Financial
Fact Officer (Principal October 8, 1996
- ------------------------------------- Financial and
/s/ J. William Heise Accounting Officer)
/s/ Steven L. Bock, as Attorney-in- Director
Fact October 8, 1996
- -------------------------------------
/s/ Alan S. Cooper
II-7
SIGNATURE TITLE DATE
/s/ Steven L. Bock, as Attorney-in- Director
Fact October 8, 1996
- -------------------------------------
/s/ Martin Franklin
/s/ Steven L. Bock, as Attorney-in- Director
Fact October 8, 1996
- -------------------------------------
/s/ Samuel L. Katz
/s/ Steven L. Bock, as Attorney-in- Director
Fact October 8, 1996
- -------------------------------------
/s/ Guy Naggar
II-8
EXHIBIT
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
DECEMBER 31, DECEMBER 30,
1994 1995
------------ ------------
Reserve Allowance:
Balance at beginning of period................ (847,000) (997,299)
Charges to net sales.......................... (8,617,427) (8,298,427)
Deductions--Refunds........................... 8,467,128 8,654,460
Balance at end of period...................... (997,299) (641,266)
Allowance for Doubtful Accounts:
Balance at beginning of period................ (20,500) (42,068)
Charges to bad debt expense................... (34,112) (146,004)
Deductions--Write-offs........................ 12,612 28,072
Balance at end of period...................... (42,000) (160,000)
S-1
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBIT NO.
------- ---------------------- ----
***1.01 --Preliminary form of Underwriting Agreement.
***1.03 --Form of Selected Dealer Agreement.
***1.04 --Underwriter's Purchase Option.
***3.01 --Certificate of Incorporation of the Registrant, as amended.
*3.02 --By-Laws of the Registrant, as amended.
**4.01 --Specimen Certificate representing the Common Stock, par
value $0.01 per share.
*5.01 --Opinion of Kane Kessler, P.C.
*10.01 --1996 Stock Option Plan.
**10.02 --Employment Agreement dated as of October 4, 1996 between the
Registrant and
Steven L. Bock.
**10.03 --Employment Agreement dated as of October 4, 1996 between the
Registrant and
Steven M. O'Hara.
***10.04 --Credit Agreement dated , 1994 between Bank Nationale
de Paris ("BNP") Wigs By Paula, Inc., predecessor to the
Registrant ("Wigs").
***10.05 --First Amendment, Waiver and Consent to the Credit Agreement
dated August 16, 1995 between BNP and the Registrant.
***10.06 --Second Amendment, Waiver and Consent to the Credit Agreement
dated August 14, 1996 between BNP and the Registrant.
***10.07 --Security Agreement dated as of November 23, 1994 between
Wigs and BNP.
***10.08 --Trademark and Copyright Security Agreement dated as of
November 23, 1994 between WIGS, BNP and other guarantors
named therein.
***10.09 --Pledge Agreement dated as of November 23, 1994 between SC
Corporation and BNP.
***10.10 --Pledge Agreement dated as of November 23, 1994 between the
Registrant, SC Holdings, L.L.C. and BNP.
***10.11 --Guaranty dated November 23, 1994 between the Registrant,
Western Schools, Inc., Royal Advertising & Marketing, Inc.,
BNP and the Hedge Banks.
***10.12 --Guaranty dated November 23, 1994 between SC Corporation,
BNP, and the Hedge Banks.
***10.13 --Guaranty dated November 30, 1994 between the Registrant, SC
Holdings L.L.C., BNP, and the Hedge Banks.
***10.14 --Agreement dated June 1, 1996 between SC Direct, Inc., the
Registrant and Martin Franklin.
***10.15 --Debtor Securities Purchase Agreement dated November 23, 1994
between WIGS, L.P. and SC Corporation.
***10.16 --Pledge and Security Agreement dated November 30, 1994
between WIGS, L.P. and SC Corporation.
***10.17 --Promissory Note dated November 23, 1994 in the principal
amount of $147,583 from WIGS, L.P. to SC Corporation.
***10.18 --Lease dated July 10, 1985 between Simon D. Young, Trustee of
the Sandpy Realty Trust, ("Trustee"), and Wigs for premises
located at 21 Bristol Drive, South Easton, MA.
***10.19 --First Amendment of Lease, dated March 15, 1986, between the
Trustee and Wigs.
***10.20 --Second Amendment to Lease, dated March 1, 1989 between the
Trustee and Wigs By Paula, Inc.
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBIT NO.
------- ---------------------- ----
***10.21 --Third Amendment to Lease, dated October 22, 1993 between the
Trustee and Wigs By Paula, Inc.
***10.22 --Letter Agreement, dated February 21, 1995 between the
Trustee and SC Corporation.
***10.23 --Lease, dated October 20, 1995 between Fredric Snyderman as
Trustee of JV Realty Trust and SC Direct Inc. for the
premises at 23 Norfolk Avenue.
***10.24 --Printing Agreement, dated January 1, 1995 between Quebecor
Printing (USA) Corp. and the Registrant, as amended.
*10.25 --Amended and Restated Registration Rights Agreement, dated
October 3, 1996 between the Registrant and certain of the
Registrant's stockholders, as amended.
***10.26 --First Amended and Restated Joint Plan of Reorganization of
SC Corporation, Western Schools, Inc. and Wigs by Paula dated
September 21, 1994.
***10.27 --AT&T Contract Tariff Order dated February 9, 1995 between
AT&T and the Registrant.
***10.28 --Shareholders' Agreement dated as of November 30, 1994
between the Registrant, SC Holdings L.L.C., SC Corporation
and certain shareholders. ("Shareholders' Agreement").
***10.29 --Amendment No. 1 to Shareholders' Agreement.
***10.30 --SC Holdings L.L.C. Limited Liability Company Agreement,
dated as of .
*10.31 --Supplemental Defined Contribution Plan.
*10.32 --Form of Indemnification Agreement of Directors.
*10.33 --Form of Warrant, dated August 12, 1996.
*10.34 --Form of Subordinated Note, dated August 12, 1996.
***11.01 --Statement Regarding Computation of Per Share Earnings.
*21.01 --Subsidiaries of the Registrant.
**23.01 --Consent of Kane Kessler, P.C. (included in Exhibit 5).
***23.02 --Consent of Deloitte & Touche LLP.
***24.01 --Power of Attorney (contained on page II-7).
***27.01 --Financial Data Schedule.
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* Filed herewith.
** To be filed by amendment.
*** Previously filed.