Registration No. 33-
As filed with the Securities and Exchange Commission on July 11, 2003
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MICHAEL ANTHONY JEWELERS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-2910285
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
115 SOUTH MacQUESTEN PARKWAY
MOUNT VERNON, NEW YORK 10550
(914) 699-0000
(Address of Principal Executive Offices, Including Zip Code)
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2003 LONG-TERM INCENTIVE PLAN OF MICHAEL ANTHONY JEWELERS, INC.
2003 NON-EMPLOYEE DIRECTORS' OPTION PLAN
OF MICHAEL ANTHONY JEWELERS, INC.
(Full Title of the Plans)
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<Table>
Copy to:
ALLAN CORN LESLIE DROCKTON
SERVING VICE PRESIDENT, CHIEF FINANCIAL OFFICER BENESCH, FRIEDLANDER, COPLAN & ARONOFF
MICHAEL ANTHONY JEWELERS, INC. 2300 BP TOWER
115 SOUTH MacQUESTEN PARKWAY 200 PUBLIC SQUARE
MOUNT VERNON, NEW YORK 10550 CLEVELAND, OHIO 44114-2378
(914) 699-0000 (216) 363-4500
</Table>
(Name and Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount of
Securities to be to be Maximum Maximum Registration
Registered Registered(1) Offering Aggregate Fee
Price per Offering
Share(2) Price(2)
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Common Stock, par 800,000 $1.85 $1,480,000 $119.73
value $.001 per
share
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(1) This Registration Statement also includes an indeterminate number of shares
of Common Stock which may be issued under the anti-dilution provisions of the
plans.
(2) Estimated in accordance with Rule 457 under the Securities Act of 1933,
solely for the purpose of calculating the registration fee, on the basis of the
average of the high and low prices of the Common Stock on July 9, 2003 as
reported on the American Stock Exchange.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
(Items 1 and 2) will be sent or given to participants in the 2003 Long-Term
Incentive Plan of Michael Anthony Jewelers, Inc., and in the 2003 Non-Employee
Directors' Plan of Michael Anthony Jewelers, Inc. as specified by Rule 428(b)
under the Securities Act of 1933, as amended. Such documents and the documents
incorporated herein by reference pursuant to Item 3 of Part II hereof, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The SEC allows us (File No. 001-10645) to incorporate by reference the
information we file with them, which 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 the information in this prospectus. Accordingly, 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:
(1) Michael Anthony Jewelers' Annual Report on Form 10-K for the fiscal
year ended February 1, 2003 filed May 1, 2003.
(2) Michael Anthony Jewelers' Quarterly Report on Form 10-Q for the fiscal
quarter ended May 3, 2003 filed on June 12, 2003.
(3) Michael Anthony Jewelers' Current Report on Form 8-K filed on June 6,
2003.
(4) The description of Michael Anthony Jewelers' Common Stock, which is
contained in our Registration Statement on Form 8-A, filed with the
Securities and Exchange Commission on December 9, 1986.
All reports and other documents we subsequently file pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus
and before the filing of a post-effective amendment which indicates that all
securities offered under this prospectus have been sold or which deregisters all
securities remaining unsold, shall be deemed to be part of this prospectus from
the date of the filing of such reports and documents.
We will provide without charge to each person, including any beneficial
owner, to whom this Registration Statement is delivered, upon written or oral
request, a copy of any or all documents that are incorporated into this
Registration Statement by reference (other than exhibits to such documents
unless such exhibits are specifically incorporated by reference into the
documents that this Registration Statement incorporates). You should direct such
requests to Michael Anthony Jewelers, Inc., 115 South MacQuesten Parkway, Mount
Vernon, New York 10550, Attention: Secretary, or made by telephone at (914)
699-000.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware permits
indemnification of directors, officers and employees of a corporation under
certain conditions and subject to certain limitations. Article VI, Section 1 of
our By-Laws provides for the indemnification of our, to the extent permitted by
Section 145 of the General Corporation Law of the state of Delaware, directors,
officers, employees or agents against expenses reasonably incurred with respect
to civil, criminal, administrative or investigative actions, suits or
proceedings (except actions by or in the right of Michael Anthony Jewelers),
provided that such director, officer, employee or agent, with respect to civil
matters, acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of Michael Anthony Jewelers, and with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. Respecting actions or suits by or in the right of Michael
Anthony Jewelers, Article VI, Section 2 of the By-Laws provide for the
indemnification of our directors, officers, employees or agents against expenses
reasonably incurred in connection with the defense or settlement of such action
or suit if he or she acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interests of Michael Anthony Jewelers;
provided, however, no indemnification may be made in respect to any such claim,
issue or matter as to which such person shall have been adjudged to be liable
for the negligence or misconduct in the performance of his or her duty to
Michael Anthony Jewelers, unless and only to the extent that the Court of
Chancery of Delaware or the Court in which such action or suit was brought shall
determine that despite such adjudication and in view of all the circumstances of
the case, such person is fairly and reasonably entitled to such indemnity as
such court deems proper.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, we have been informed 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
3.1 Certificate of Incorporated by reference
Incorporation of Michael to Exhibit 3.1 to
Anthony Jewelers, as Amendment No. 2 to the
amended. registrant's registration
statement on Form S-3
(File No. 33-71308).
3.1.1 Certificate of Merger of Incorporated by reference
Michael Anthony Jewelers, to Exhibit 3.1.1 to the
Inc. (New York) and registrant's Annual Report
Michael Anthony Jewelers, on Form 10-K for the
Inc. (Delaware). fiscal year ended June 30,
1993.
3.2 Amended and Restated Incorporated by reference
By-Laws of Michael to Exhibit 3.2 to the
Anthony Jewelers. registrant's Quarterly
Report on Form 10-Q for
the quarter ended July 29, 1995.
4.1 Form of Common Stock Incorporated by reference
Certificate. to Exhibit 3.3 to the
registrant's registration
statement on Form S-1
(File No. 33-8289).
5.1 Opinion of Benesch,
Friedlander, Coplan &
Aronoff LLP, counsel for
Michael Anthony Jewelers,
regarding legality.
23.1 Consent of BDO Seidman,
LLP.
23.2 Consent of Benesch, Included within
Friedlander, Coplan & Exhibit 5.1.
Aronoff LLP.
ITEM 9. UNDERTAKINGS.
(a) 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 the volume of securities offered (if the
total dollar value of securities offered would not exceed
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that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(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 (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section
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.
(b) 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 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 therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) 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 foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Mount Vernon, State of New York, on this 10th
day of July, 2003.
MICHAEL ANTHONY JEWELERS, INC.
(Registrant)
/s/ Allan Corn
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By: Allan Corn
Chief Financial Officer and
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in such
capacity and on this 10th day of July, 2003.
Date Signature Title
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July 10, 2003 /s/ Michael W. Paolercio Co-Chairman of the Board and Chief
------------------------------------ Executive Officer (Principal
Michael W. Paolercio Executive Officer)
July 10, 2003 /s/ Anthony Paolercio, Jr. Co-Chairman of the Board and Chief
------------------------------------ Operating Officer
Anthony Paolercio, Jr.
July 10, 2003 /s/ Claudia Hollingsworth President and Director
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Claudia Hollingsworth
July 10, 2003 /s/ Allan Corn Chief Financial Officer, Senior Vice
------------------------------------ President and Director (Principal
Allan Corn Accounting Officer)
July 10, 2003 /s/ Michael Wager Director
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Michael Wager
July 10, 2003 /s/ David Harris Director
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David Harris
July 10, 2003 /s/ Nathan Light Director
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Nathan Light
July 10, 2003 /s/ Barry Scheckner Director
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Barry Scheckner
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION PAGE NO.
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3.1 Certificate of Incorporation of registrant, as amended. *
Incorporated by reference to Exhibit 3.1 to Amendment No. 2 to the
registrant's registration statement on Form S-3 (File No. 33-71308).
3.1.1 Certificate of Merger of Michael Anthony Jewelers, Inc. (New York) and *
Michael Anthony Jewelers, Inc. (Delaware).
Incorporated by reference to Exhibit 3.1.1 to the registrant's Annual
Report on Form 10-K for the fiscal year ended June 30, 1993.
3.2 Amended and Restated By-Laws of the registrant. *
Incorporated by reference to Exhibit 3.2 to the registrant's Quarterly
Report on Form 10-Q for the quarter ended July 29, 1995.
4.1 Form of Common Stock Certificate. *
Incorporated by reference to Exhibit 3.3 to the registrant's registration
statement on Form S-1 (File No. 33-8289).
5.1 Opinion of Benesch, Friedlander, Coplan & Aronoff LLP, counsel for the
registrant, regarding legality.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Benesch, Friedlander, Coplan & Aronoff LLP
Included within Exhibit 5.1.
* Incorporated herein by reference
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