-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DknZ4iQcoPiHIc2PcKFDvoczNuk8qnmthoRZXD1GFQMzWnf+sKOX1u7KVUsJwEVV wQtAXudmlEqzFTgSREZXLg== 0000909567-03-001368.txt : 20031128 0000909567-03-001368.hdr.sgml : 20031127 20031128153106 ACCESSION NUMBER: 0000909567-03-001368 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031128 GROUP MEMBERS: DR. LORENZO ROSSI DE MONTELERA GROUP MEMBERS: HENRY BIRKS & SONS HOLDINGS INC. GROUP MEMBERS: HENRY BIRKS & SONS INC. GROUP MEMBERS: REGALUXE INVESTMENTS SARL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAYORS JEWELERS INC/DE CENTRAL INDEX KEY: 0000817946 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] IRS NUMBER: 592290953 STATE OF INCORPORATION: DE FISCAL YEAR END: 0327 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39267 FILM NUMBER: 031028658 BUSINESS ADDRESS: STREET 1: 14051 NW 14TH ST CITY: SUNRISE STATE: FL ZIP: 33323 BUSINESS PHONE: 9548462719 MAIL ADDRESS: STREET 1: 13801 NW 14TH STREET CITY: SUNRISE STATE: FL ZIP: 33323 FORMER COMPANY: FORMER CONFORMED NAME: JAN BELL MARKETING INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HENRY BIRKS & SONS INC CENTRAL INDEX KEY: 0001179821 IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1240 PLULLYS SQUARE CITY: MONTREAL QUEBEC CANADA STATE: E6 ZIP: J3B3H6 BUSINESS PHONE: 5163972509 MAIL ADDRESS: STREET 1: 1240 PLULLYS SQUARE CITY: MONTREAL QUEBEC CANADA STATE: E6 ZIP: H3B3H66 SC 13D/A 1 t11376sc13dza.htm SC 13D/A sc13dza
 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2 TO

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Mayor’s Jewelers, Inc.

(Name of Issuer)

Common Stock, $0.0001 Par Value

(Title of Class of Securities)

578462103

(CUSIP Number)

Sabine Bruckert, Esq.
Vice President, General Counsel and Corporate Secretary
Henry Birks & Sons Inc.
1240 Square Phillips
Montreal, Quebec, Canada, H3B 3H4
Telephone: (514) 397-2511
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

- With a copy to -

Brice T. Voran, Esq.
Shearman & Sterling LLP
Commerce Court West
199 Bay Street, Suite 4405
Toronto, Ontario M5L 1E8
Telephone (416) 360-8484

November 6, 2003

(Date of Event which Requires Filing of this Statement)

o The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

             
 
CUSIP No. 578462103      Page 2 of 12 Pages
 
 
  (1) Name of Reporting Person
HENRY BIRKS & SONS INC.
  (2) Check the Appropriate Box if a Member of a Group
    (a) o
    (b) x
  (3) SEC Use Only
  (4) Source of Funds
AF, OO
  (5) Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
o
  (6) Citizenship or Place of Organization:     CANADA
Number of
Shares
Beneficially
Owned By
Each Reporting
Person With
(7) Sole Voting Power
(8) Shared Voting Power
67,519,664
(9) Sole Dispositive Power
(10) Shared Dispositive Power
67,519,664
  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
67,519,664
  (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
  (13) Percent of Class Represented by Amount in Row (11)
77.5%
  (14) Type of Reporting Person (See Instructions)
CO

 

             
 
CUSIP No. 578462103      Page 3 of 12 Pages
 
 
  (1) Name of Reporting Person
HENRY BIRKS & SONS HOLDINGS INC.
  (2) Check the Appropriate Box if a Member of a Group
    (a) o
    (b) x
  (3) SEC Use Only
  (4) Source of Funds
AF, OO
  (5) Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
o
  (6) Citizenship or Place of Organization:     CANADA
Number of
Shares
Beneficially
Owned By
Each Reporting
Person With
(7) Sole Voting Power
(8) Shared Voting Power
67,519,664
(9) Sole Dispositive Power
(10) Shared Dispositive Power
67,519,664
  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
67,519,664
  (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
  (13) Percent of Class Represented by Amount in Row (11)
77.5%
  (14) Type of Reporting Person (See Instructions)
HC

 

             
 
CUSIP No. 578462103      Page 4 of 12 Pages
 
 
  (1) Name of Reporting Person
REGALUXE INVESTMENTS Sarl
  (2) Check the Appropriate Box if a Member of a Group
    (a) o
    (b) x
  (3) SEC Use Only
  (4) Source of Funds
OO
  (5) Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
o
  (6) Citizenship or Place of Organization     LUXEMBOURG
Number of
Shares
Beneficially
Owned By
Each Reporting
Person With
(7) Sole Voting Power
(8) Shared Voting Power
67,519,664
(9) Sole Dispositive Power
(10) Shared Dispositive Power
67,519,664
  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
67,519,664
  (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
  (13) Percent of Class Represented by Amount in Row (11)
77.5%
  (14) Type of Reporting Person (See Instructions)
CO

 

             
 
CUSIP No. 578462103      Page 5 of 12 Pages
 
 
  (1) Name of Reporting Person
Dr. Lorenzo Rossi de Montelera
  (2) Check the Appropriate Box if a Member of a Group
    (a) o
    (b) x
  (3) SEC Use Only
  (4) Source of Funds:
AF - OO
  (5) Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
o
  (6) Citizenship or Place of Organization     ITALIAN
Number of
Shares
Beneficially
Owned By
Each Reporting
Person With
(7) Sole Voting Power
(8) Shared Voting Power
67,519,664
(9) Sole Dispositive Power
(10) Shared Dispositive Power
67,519,664
  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
67,519,664
  (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
  (13) Percent of Class Represented by Amount in Row (11)
77.5%
  (14) Type of Reporting Person (See Instructions)
IN

 

     This Amendment No. 2 amends the Statement on Schedule 13D filed with the Securities and Exchange Commission on August 9, 2002, as amended by Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission on February 25, 2003, (the “Schedule 13D”) by Henry Birks & Sons Inc. (“Birks”), Henry Birks & Sons Holdings Inc. (“Holdings”), Regaluxe Investment Sarl (“Regaluxe”) and Dr. Lorenzo Rossi di Montelera with respect to the common stock, $0.0001 par value (the “Shares”) of Mayor’s Jewelers, Inc., a Delaware corporation (“Mayor’s”). Pursuant to an Investment Agreement (the “Investment Agreement”), dated as of July 31, 2002, between Mayor’s and Birks, on August 20, 2002, for aggregate consideration of $15,050,000, Birks purchased from Mayor’s and Mayor’s issued to Birks: (i) 15,050 shares of Series A Convertible Preferred Stock of Mayor’s, convertible into 50,166,667 Shares (the “Preferred Stock”); (ii) Warrants exercisable for 12,424,596 Shares at an exercise price of $0.30 per Share; (iii) Warrants exercisable for 12,424,596 Shares at an exercise price of $0.35 per Share; and (iv) Warrants exercisable for 12,424,595 Shares at an exercise price of $0.40 per Share, issued under certain warrant agreements dated August 20, 2002 (the “Warrant Agreements”). Pursuant to assignment agreements dated as of January 31, 2003, Birks assigned 4,750,000 Warrants, subject to certain vesting periods, such that Birks held shared dispositive power over 32,523,787 Warrants. This Amendment No. 2 relates to Birks acquiring 17,352,997 Shares by means of a cashless exercise of 17,352,997 Warrants by which Birks surrendered 15,170,790 Warrants to Mayor’s as consideration for the exercise price.

     The following amendment to items 3, 4, 5 and 7 of the Schedule 13 D are hereby made.

Item 3. Source and Amount of Funds or Other Consideration

     On November 6, 2003, Birks exercised 17,352,997 Warrants to acquire 17,352,997 Shares. Pursuant to the Warrant Agreements, Birks paid the exercise price by surrendering 15,170,790 Warrants.

Item 4. Purpose of Transaction

     The purpose of the transaction was to exercise the Warrants on a cashless basis.

     The Reporting Persons have the following plans and proposals:

     (a)  The Reporting Persons currently do not intend to acquire additional Shares of Mayor’s nor to dispose of Shares of Mayor’s, but may formulate plans to do so in the future. The Reporting Persons intend to review, on a continuous basis, various factors related to their direct or indirect investment, as the case may be, in Mayor’s, including the price and availability of the Shares, subsequent developments affecting Mayor’s business, other investment and business opportunities available to the Reporting Persons and general stock market and economic conditions. Based upon these and other factors, the Reporting Persons may decide to purchase additional Shares or may decide in the future to sell all or part of their investment in Mayor’s;

     (b) The Reporting Persons have no plans or proposals to cause Mayor’s to enter into any extraordinary corporate transaction, such as a merger, reorganization or liquidation of Mayor’s or any of its subsidiaries;

 

 

     (c)  The Reporting Persons have no plans or proposals to cause Mayor’s or any of its subsidiaries to sell or transfer a material amount of assets;

     (d)  The completion of the transactions contemplated by the Investment Agreement resulted in the issuance of a new class of stock, the Preferred Stock, which is entitled vote as a class to elect a percentage of the members of the board of directors of Mayor’s equal to the percentage of the outstanding Shares that would be represented by the Preferred Stock if converted. As the beneficial owners of all of the Preferred Stock, Birks is entitled to elect a majority of the members of the board of directors of Mayor’s. Following completion of the Investment Agreement, seven members of the board of directors of Mayor’s resigned and each was replaced by a person nominated by Birks. In addition, upon completion of the Investment Agreement, persons named by Birks were appointed to senior management positions of Mayor’s including the (i) President and Chief Executive Officer, (ii) Senior Vice President and Chief Operating Officer and (iii) Group Vice President, Strategy and Business Integration;

     (e)  The Reporting Persons have no plans to make any material changes in the present capitalization or dividend policy of Mayor’s;

     (f)  The Reporting Persons have no plans or proposals to cause Mayor’s to make any other material change in its business or corporate structure;

     (g)  Other than an amendment to Mayor’s certificate of incorporation to increase the number of authorized Shares, the Reporting Persons have no plans or proposals to cause Mayor’s to change its certificate of incorporation or bylaws or to take other actions which may impede the acquisition of control of Mayor’s by any person;

     (h)  The Reporting Persons have no plans or proposals to cause the Shares to be delisted from any securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system; The Reporting Persons understand that the American Stock Exchange may require a shareholder vote prior to the issuance of Shares underlying the Securities . However, the right to convert the Securities is not conditional upon shareholder approval and the Reporting Persons reserve the right to convert the Preferred Securities and exercise the Warrants without shareholder approval which may result in a delisting of the Shares.

     (i)  The Reporting Persons have no plans or proposals to cause the Shares to become eligible for termination of registration pursuant to Section 12(g) of the Exchange Act; and

     (j)  The Reporting Persons have no plans or proposals to take any actions similar to those enumerated above.

Item 5. Interest in Securities of the Issuer

     (a) Based on the most recent information available, the aggregate number and percentage of the Shares (the securities identified pursuant to Item 1 of this Schedule 13D) that are beneficially owned by each of the Reporting Persons is set forth in boxes 11 and 13 of the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such

 

 

information is incorporated herein by reference. Of the 67,519,664 Shares beneficially owned by the Reporting Persons, 50,166,667 Shares are issuable upon conversion of Preferred Stock and 17,352,997 of Shares.

     (b)  The numbers of Securities as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power are set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.

     (c)  Except as described herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed in Annex A, B, or C, as the case may be, beneficially owns, or has acquired or disposed of, any Shares during the last 60 days.

     (d)  No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Shares held by the Reporting Persons other than each of the Reporting Persons.

     (e)  Not applicable.

Item 7. Material to be filed as Exhibits

  Exhibit 1   Joint Filing Agreement dated as of November 28, 2003 among Birks, Holdings, Regaluxe and Dr. Rossi.

 

 

SIGNATURE

     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 28, 2003

     
    HENRY BIRKS & SONS INC.
     
    By:     /s/ Sabine Bruckert
   
           Name:  Sabine Bruckert
           Title:    Vice President, General Counsel and Corporate Secretary

 

 

SIGNATURE

     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 28, 2003

     
    HENRY BIRKS & SONS HOLDINGS INC.
     
    By:     /s/ Gerald Berclaz
   
           Name:  Gerald Berclaz
           Title:    Corporate Secretary

 

 

SIGNATURE

     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 28, 2003

     
    REGALUXE INVESTMENT Sarl
     
    By:     /s/ Filippo Recami
   
           Name:  Filippo Recami
           Title:    Chief Executive Officer and Managing Director

 

 

SIGNATURE

     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 28, 2003

     
    DR. LORENZO ROSSI DI MONTELERA
     
     
    /s/  Dr. Lorenzo Rossi Di Montelera

 

 

Annex Index

     
Annex   Description
 
A   Directors and Executive Officers of Henry Birks & Sons Inc.
B   Directors and Executive Officers of Henry Birks & Sons Holdings Inc.
C   Directors and Executive Officers of Regaluxe Investment Sarl.

 

 

ANNEX A

DIRECTORS AND EXECUTIVE OFFICERS OF

HENRY BIRKS & SONS INC.

     The following table sets forth certain information with respect to the directors and executive officers of Henry Birks & Sons Inc.

         
Name   Present Principal Occupation or Employment and the Name, Principal Business and
Address of any Corporation or other Organization in which such employment is conducted		   Citizenship
 
 
Dr. Lorenzo Rossi di Montelera   Businessman
Regaluxe Investment Sarl
25 A boulevard Royal
2449 Luxembourg 		  Italian
Thomas A. Andruskevich   President and Chief Executive Officer,
Henry Birks & Sons Inc.,
1240 Square Phillips, Montreal,
Quebec, Canada, H3B 3H4 		  American
Shirley A. Dawe   Consultant, President
Shirley Dawe Associates Inc.
119 Crescent Road, Toronto
Ontario, Canada, M4W 1T8 		  Canadian
Rosamond Ivey   Consultant
JRS Groups
30 St. Clair Street West, Suite 1200
Toronto, Ontario, M4V 3A1 		  Canadian
Margherita Oberti   Professor, Corpus Christi College
5935 Iona Drive,
Vancouver, B.C., V6T 1J7, Canada 		  Canadian
Peter O’Brien   Lawyer, Stikeman, Elliott
1155, Blvd. Rene-Levesque W.
Montreal, Quebec H3B 3V2
Canada 		  Canadian
Filippo Recami   Chief Executive Officer and Managing Director
Regaluxe Investment Sarl
25 A boulevard Royal
2449 Luxembourg 		  Italian

 

 

ANNEX B

DIRECTORS AND EXECUTIVE OFFICERS OF

HENRY BIRKS & SONS HOLDINGS INC.

     The following table sets forth certain information with respect to the directors and executive officers of Henry Birks & Sons Holdings Inc.

         
Name   Present Principal Occupation or Employment and the Name, Principal Business and
Address of any Corporation or other Organization in which such employment is conducted		   Citizenship
 
 
Dr. Lorenzo Rossi di Montelera   Businessman
Regaluxe Investment Sarl.
25 A boulevard Royal
2449 Luxembourg 		  Italian
Mr. Gerald Berclaz   Businessman
14, rue Toepffer
CH-1206
Geneva, Switzerland 		  Swiss
Mrs. Margherita Oberti   Professor, Corpus Christi College
5935 Iona Drive,
Vancouver, B.C., V6T 1J7
Canada 		  Canadian

 

 

ANNEX C

DIRECTORS AND EXECUTIVE OFFICERS OF

REGALUXE INVESTMENT Sarl

     The following table sets forth certain information with respect to the directors and executive officers of Regaluxe Investments Sarl

         
Name   Present Principal Occupation or Employment and the Name, Principal Business and
Address of any Corporation or other Organization in which such employment is conducted		   Citizenship
 
 
Davide Barberis-Canonico   Businessman
Manifatture di Ponzone
Via Provinciale 319
Ponzone (Biella) I-13835 Italia 		  Italian
Gerald Berclaz   Director
Gestofi S.A.
14, rue Toepffer
CH-1206, Geneva, Switzerland 		  Swiss
Filippo Recami   Chief Executive Officer and Managing Director
Regaluxe Investment Sarl
25 A boulevard Royal
2449 Luxembourg 		  Italian
Lorenzo Rossi di Montelera   Businessman
Regaluxe Investment Sarl
25 A boulevard Royal
2449 Luxembourg 		  Italian
Carlo Schlesser   President
Partner SGG Arthur Andersen
23 avenue Monterey,
1086 Luxembourg 		  Luxembourg
Jean-Paul Reiland   Manager
SGG Arthur Andersen
23 avenue Monterey,
1086 Luxembourg 		  Luxembourg

 

 

Exhibit Index

     
Exhibit No.   Description
 
Exhibit 1   Joint Filing Agreement dated as of November 28, 2003 among Birks, Holdings, Regaluxe and Dr. Rossi.

  EX-1 3 t11376exv1.htm EX-1 exv1

 

Exhibit 1

CUSIP No. 578462103

AGREEMENT CONCERNING JOINT FILING
OF SCHEDULE 13D

     The undersigned agree as follows:

     (i)  each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and

     (ii)  each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows of has reason to believe that such information is inaccurate.

     This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.

     Dated: November 28, 2003

 

 

     
  HENRY BIRKS & SONS INC.
 
  By:     /s/ Sabine Bruckert
 
  Name:  Sabine Bruckert
Title:    Vice President, General Counsel
             and Corporate Secretary
 
 
  HENRY BIRKS & SONS HOLDINGS INC.
 
  By:     /s/ Gerald Berclaz
 
  Name:  Gerald Berclaz
Title:    Corporate Secretary
 
 
  REGALUXE INVESTMENT Sarl.
 
  By:     /s/ Filippo Recami
 
  Name:  Filippo Recami
Title:    Chief Executive Officer and Managing Director
 
 
  DR. LORENZO ROSSI DI MONTELERA
   
  /s/  Dr. Lorenzo Rossi Di Montelera

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