As filed with the Securities and Exchange Commission on February 13, 1998
Registration Statement
No. 333-______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SPEC'S MUSIC, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-1362127
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1666 N.W. 82ND AVENUE, MIAMI, FLORIDA 33126
(Address of Principal Executive Offices) (Zip Code)
SPEC'S MUSIC, INC. 1993 INCENTIVE STOCK PLAN
SPEC'S MUSIC, INC. 1993 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
SPEC'S MUSIC, INC. 1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
DONALD A. MOLTA
CHIEF FINANCIAL OFFICER
SPEC'S MUSIC, INC.
1666 N.W. 82ND AVENUE
MIAMI, FLORIDA 33126
(Name and address of agent for service)
(305) 592-7288
(Telephone number, including area code, of agent for service)
Copies to:
Kathleen L. Deutsch, P.A.
Broad and Cassel
201 South Biscayne Boulevard
Miami Center, Suite 3000
Miami, Florida 33131
(305) 373-9431
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE
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Common Stock,
$.01 par value 700,000 $1.50 $1,050,000 $309.75
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(1) Pursuant to Rule 416, promulgated under the Securities Act of 1933, as
amended, this Registration Statement covers an indeterminate number of
securities to be offered as a result of any adjustment from stock splits,
stock dividends or similar events.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457, promulgated under the Securities
Act of 1933, as amended, and based upon the average of the closing bid
and asked price of the Common Stock on February 10, 1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Pursuant to the reporting and informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), Spec's Music, Inc., a
Florida corporation (the "Registrant"), is required to file reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy statements and other information concerning
the Registrant filed with the Commission may be inspected and copies may be
obtained (at prescribed rates) at the Commission's Public Reference Section,
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the Commission's regional offices in New York on the Fourteenth Floor, 75
Park Place, New York, New York 10007 and in Chicago at Room 1204, Everett
McKinley Dirksen Building, 219 South Dearborn Street, Chicago, Illinois 60604.
The following documents are incorporated by reference into this
Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended July 31, 1997 filed with the Commission;
2. The Registrant's Notice of Meeting and Proxy Statement filed in
connection with its annual meeting of shareholders held on December 12, 1997;
3. The Registrant's Quarterly Report on Form 10-Q for the quarter
ended October 31, 1997; and
4. The description of the Registrant's shares of common stock, $.01
par value (the "Common Stock"), incorporated by reference into Item 1 of the
Registrant's Form 8-A registration statement, dated March 14, 1986, filed under
the Exchange Act.
In addition, all documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents with the Commission. Any statement contained in a document
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 a subsequently filed document incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute part of this Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
The Common Stock has been registered pursuant to Section 12(g) of the
Exchange Act. Accordingly, a description of the Common Stock is not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Section 607.0831 of the Florida Business Corporation Act,
a director is not personally liable for monetary damages to a corporation for
breach of such director's fiduciary duty as a director, except for liability
than cannot be eliminated under the Florida Business Corporation Act. Liability
for the following acts cannot be eliminated under such Act: (i) a violation of
the criminal law, (ii) any transaction from which the director derived an
improper personal benefit, (iii) any unlawful payment of a dividend or unlawful
stock repurchase or redemption, or (iv) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law.
The Registrant has authority under Section 607.0850 of the Florida
Business Corporation Act to indemnify its directors and officers to the extent
provided for in such statute. The Registrant's Bylaws provide that the
Registrant shall indemnify its officers and directors to the fullest extent not
prohibited by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
4.1 Spec's Music, Inc. 1993 Incentive Stock Plan
4.2 Spec's Music, Inc. 1993 Non-Employee Directors Stock Option Plan
4.3 Spec's Music, Inc. 1996 Non-Employee Directors Stock Option Plan
5.1 Opinion of Broad and Cassel
23.1 Consent of Broad and Cassel (contained in its opinion filed as
Exhibit 5.1 to this Registration Statement)
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (included in the signature page of this
Registration Statement)
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ITEM 9. 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:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(b) 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; and
(c) 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) and (1)(b) shall not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
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.
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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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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 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.
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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 Miami, State of Florida, on this 9th day of
February, 1998.
SPEC'S MUSIC, INC.
By:/S/ ANN S. LIEFF
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Ann S. Lieff, President,
Chief Executive Officer, and Director
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Ann S. Lieff and Donald A. Molta, or any one of them, as his or her true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution for her or him and in her or 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 any registration statement
relating to the offering hereunder pursuant to Rule 462 under the Securities Act
of 1933, as amended, 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 or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their 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 dates indicated.
SIGNATURES TITLE DATE
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/S/ ANN S. LIEFF President, Chief Executive February 9, 1998
- ------------------------------------------------ Officer (principal executive
Ann S. Lieff officer) and Director
/S/ DONALD A. MOLTA Vice President, Chief February 9, 1998
- ------------------------------------------------ Financial Officer
Donald A. Molta (principal financial and
accounting officer)
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SIGNATURES TITLE DATE
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/S/ ARTHUR H. HERTZ Director February 9, 1998
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Arthur H. Hertz
/S/ RICHARD J. LAMPEN Director February 9, 1998
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Richard J. Lampen
/S/ MARTIN W. SPECTOR Director February 9, 1998
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Martin W. Spector
/S/ ROSALIND S. ZACKS Director February 9, 1998
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Rosalind S. Zacks
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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4.1 Spec's Music, Inc. 1993 Incentive Stock Plan
4.2 Spec's Music, Inc. 1993 Non-Employee Directors Stock Option Plan
4.3 Spec's Music, Inc. 1996 Non-Employee Directors Stock Option Plan
5.1 Opinion of Broad and Cassel
23.2 Consent of Deloitte & Touche LLP