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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1997.
REGISTRATION NO. _____________
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
=========================
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
=================
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
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
==================
1993 NON-EMPLOYEE DIRECTORS' STOCK OPTION
(FULL TITLE OF PLAN)
===================
ALLAN CORN
MICHAEL ANTHONY JEWELERS, INC.
115 SOUTH MACQUESTEN PARKWAY, MOUNT VERNON, NEW YORK 10550
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(914) 699-0000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT OF SERVICE)
____________ _________
COPIES OF ALL COMMUNICATIONS, INCLUDING ALL COMMUNICATIONS SENT TO THE AGENT FOR
SERVICE, SHOULD ALSO BE SENT TO:
M. FRANCES DURDEN, ESQ.
MICHAEL ANTHONY JEWELERS, INC.
115 SOUTH MACQUESTEN PARKWAY
MOUNT VERNON, NEW YORK 10550
(914) 699-0000
CALCULATION OF REGISTRATION FEE
=============================================================================================================
Title to securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered (1) offering price per aggregate offering registration fee
share (2) price (2)
- ---------------------------------------------- --------------------- --------------------- ------------------
Common stock, par
value $.001 per share 250,000 shares $4.125 $1,031,250 $312.50
- -------------------------------------------------------------------------------------------------------------
<FN>
(1) Represents the aggregate number of shares of Common Stock to be issued upon
the exercise of stock options granted under the 1993 Non-Employee Directors'
Stock Option..
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee, on the
basis of the average of the high and low prices on June 6, 1997.
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The document(s) containing the information called for in Part I of Form
S-8 will be sent or given to directors awarded stock options under the Michael
Anthony Jewelers, Inc. 1993 Non-Employee Directors' Stock Option Plan, as
amended (the "Plan"), adopted by Michael Anthony Jewelers, Inc. (the "Company")
and is not being filed with or included in this Form S-8 in accordance with the
rules and regulations of the Securities and Exchange Commission (the
"Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with, or furnished to, the Commission,
and the information included therein, are incorporated herein by reference.
(1) The Company's Annual Report on Form 10-K for the year ended
February 1, 1997 (the "1997 Annual Report").
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended May 3, 1997.
(3) All reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by
the 1997 Annual Report.
(4) The description of the Common Stock contained on the Company's
Form 8-A dated December 9, 1986 filed under the Exchange Act.
(5) Information concerning the Plan, including the options
outstanding and the exercises, prices and expiration of
options, which will be included in the future, either in the
Company's Proxy Statement or Annual Reports on Form 10-K.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which either indicates that all securities offered
hereby have been sold or deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference and to be part hereof from the
date of filing of such documents.
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Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.
The Company hereby undertakes to provide without charge to each person
who has received a copy of the document(s) containing the information called for
in Part I of this Registration Statement, upon the written or oral request of
any such person, a copy of the Company's Annual Report to Stockholders for its
last fiscal year and a copy of any or all documents that have been or may be
incorporated by reference into this Registration Statement, other than exhibits
to such documents (unless such exhibits are incorporated by reference). Requests
for such information should be addressed to Michael Anthony Jewelers, Inc., 115
South MacQuesten Parkway, Mount Vernon, New York 10550, Attention: Secretary, or
made by telephone at (914) 699-0000.
ITEM 4. DESCRIPTION OF SECURITIES
NOT APPLICABLE
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The consolidated financial statements and related statement schedules
incorporated in this Registration Statement on Form S-8 by reference to the
Company's Annual Report on Form 10-K for the year ended February 1, 1997, have
been audited by Deloitte & Touche, independent auditors, as stated in their
report which is incorporated herein by reference, and have been so incorporated
in reliance upon such firm given upon their authority as experts in accounting
and auditing.
Certain matters with respect to legality in connection with the sale of
the shares of Common Stock offered hereby are being passed upon for the Company
by M. Frances Durden, Esq. General Counsel for the Company, 115 South MacQuesten
Parkway, Mount Vernon, New York 10550. Ms. Durden is an executive officer of the
Company and beneficially owns 1,000 shares of Common Stock of the Company.
ITEM 6. INDEMNIFICATIONS 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 of the
Company's By-Laws provides for the indemnification, to the extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, directors,
officers, employees or agents of the Company against expenses reasonably
incurred with respect to civil, criminal, administrative or investigative
actions, suits or proceedings (except actions by or in the right of the
Company), provided that such director, officer, employee or agent, with respect
to civil mattes, acted in good faith and in a
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manner reasonably believed to be in or not opposed to the best interests of the
Company, 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 the Company, the By-Laws provide for the
indemnification of directors, officers, employees or agents of the Company
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 the
Company; provided, however no indemnification may be made in respect of 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
the Company, 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 of the circumstances of the
case, such person is fairly and reasonably entitled to such indemnity as such
court deems proper.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
The Exhibits to this Registration Statement are listed in the Exhibit
Index on page II-9 of this Registration Statement which Exhibit Index is
incorporated herein by reference.
ITEM 9. UNDERTAKINGS
(1) The Company hereby undertakes:
(a) 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 and 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 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
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(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)(a)(i) and (1)(a)(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 by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) 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.
(2) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in 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.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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, therefor, unenforceable. In the event that a claim for
indemnification against such liabilities (other than 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 the 9th day of
June, 1997.
MICHAEL ANTHONY JEWELERS, INC.
By: /s/ Michael W. Paolercio
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Michael W. Paolercio, Co-Chairman
of the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael W. Paolercio, Fredric R.
Wasserspring and M. Frances Durden, his true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, including post-effective
amendments, 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, 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, and hereby ratifies and confirms all his said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
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 date indicated.
SIGNATURE TITLE DATE
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/s/ Michael W. Paolercio Co-Chairman of the Board and June 9, 1997
- --------------------------- Chief Executive Officer
Michael W. Paolercio
/s/Anthony Paolercio, Jr. Co-Chairman of the Board and June 9, 1997
- ------------------------ Executive Vice President
Anthony Paolercio, Jr.
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/s/ Fredric R. Wasserspring President, Chief Operating June 9, 1997
- --------------------------- Officer and Director
Fredric R. Wasserspring
/s/ Allan Corn Chief Financial Officer June 9, 1997
- -------------- Senior Vice President and
Allan Corn Director (Principal Accounting
Officer)
/s/ Michael A. Paolercio Senior Vice President, Treasurer June 9, 1997
- ------------------------ and Director
Michael A. Paolercio
/s/ Michael Wager Director June 9, 1997
- -----------------
Michael Wager
/s/ David Harris Director June 9, 1997
- ----------------
David Harris
/s/ Donald Miller Director June 9, 1997
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Donald Miller
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THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the Plan
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 as of the 9th day of June, 1997.
MICHAEL ANTHONY JEWELERS, INC.
1993 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
By: /s/ Michael Wager
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Michael Wager
Chairman, Compensation Committee
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EXHIBITS INDEX
Exhibit No. Description
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4 1993 Non-Employee Directors'
Stock Option Plan as amended
5 Opinion of M. Frances Durden, Esq.
23.1 Consent of Deloitte & Touche
23.2 Consent of M. Frances Durden, Esq.
(See Exhibit 5)
24 Power of Attorney
(Included on signature page)