-----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, Bek2ywItmUQZjRMdNQCDVThKtBFRTRElYTs3FzJ22SGSORwt2LzuGolWT3w0YYa3 TzZpLzW9BUJvCoL9WQuvcQ== 0000950152-99-002795.txt : 19990402 0000950152-99-002795.hdr.sgml : 19990402 ACCESSION NUMBER: 0000950152-99-002795 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICHAEL ANTHONY JEWELERS INC CENTRAL INDEX KEY: 0000799515 STANDARD INDUSTRIAL CLASSIFICATION: JEWELRY, PRECIOUS METAL [3911] IRS NUMBER: 132910285 STATE OF INCORPORATION: DE FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-74629 FILM NUMBER: 99580073 BUSINESS ADDRESS: STREET 1: 115 SO MACQUESTEN PKWY CITY: MOUNT VERNON STATE: NY ZIP: 10550 BUSINESS PHONE: 9146990000 MAIL ADDRESS: STREET 1: 115 SOUTH MACQUESTEN PKWY STREET 2: 115 SOUTH MACQUESTEN PKWY CITY: MOUNT VERNON STATE: NY ZIP: 10550 424B3 1 MICHAEL ANTHONY JEWELERS, INC. 1 Filed pursuant to Rule 424(b)(3) Registration No. 333-74629 Prospectus Michael Anthony Jewelers, Inc. 96,000 Shares of Common Stock, Par Value $.001 per Share This prospectus relates solely to the offer and sale by one of our former executive officers of up to 96,000 shares of our common stock. We will not receive any of the proceeds from the resale of these shares by the selling stockholder. Our common stock is traded on the American Stock Exchange under the symbol MAJ. On March 15, 1999, the closing price for our common stock as reported by AMEX was $3.9375 per share. The selling stockholder has not indicated any current plan to distribute the shares. We anticipate that he will either offer the shares for sale for his own account at AMEX market prices or retain them for investment. CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 3 OF THIS PROSPECTUS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------------------ The date of this prospectus is March 30, 1999. ------------------------------------ 2 TABLE OF CONTENTS The Company............................................................................................. 3 Risk Factors............................................................................................ 3 Where You Can Find More Information..................................................................... 7 Incorporation of Certain Documents By Reference......................................................... 7 Note Regarding Forward-Looking Statements............................................................... 8 Use of Proceeds......................................................................................... 9 Selling Stockholder..................................................................................... 9 Plan of Distribution................................................................................... 10 Legal Matters.......................................................................................... 11 Experts................................................................................................ 11
No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained in this prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by us, the selling stockholder or by any other person. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the shares offered hereby, nor does it constitute an offer to sell or a solicitation of an offer to buy any of the shares offered hereby to any person in any jurisdiction in which such offer or solicitation would be unlawful. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances create any implication that the information contained herein is correct as of any date after the date hereof. 2 3 THE COMPANY As used in this prospectus, the terms "we", "us" and "our" refer to Michael Anthony Jewelers, Inc. and its consolidated subsidiaries. During fiscal 1997, the Company changed its fiscal year end from the last Saturday in January to the Saturday closest to the end of January, effective with the fiscal year ended February 1, 1997. Fiscal years ended January 30, 1999, January 31, 1998 and February 1, 1997 were comprised of 52, 52 and 53 weeks, respectively. As used below, (a) fiscal 1999 refers to the fiscal year ended January 30, 1999, (b) fiscal 1998 refers to the fiscal year ended January 31, 1998, and (c) fiscal 1997 refers to the fiscal year ended February 1, 1997. We are a leading designer, marketer and manufacturer of affordable fine jewelry in the United States. We sell our jewelry directly to jewelry chain stores, discount stores, department stores, television home shopping networks, catalogue retailers, and wholesalers. We manufacture jewelry targeted towards the middle market, which generally retails between $20 and $200 and between $300 and $1,200 for watches. Our products include rope chain, bracelets, charms, pendants, earrings, rings and watches, which are sold in retail locations nationwide. Most of our products are manufactured at our Mount Vernon, New York facility. We utilize manufacturing processes that combine modern technology and mechanization with hand craftsmanship. In order to better meet our customers' needs, we have developed a wide range of customer service programs, such as inventory management assistance through electronic data interchange, customized packaging, bar coding and computerized analysis of sales and marketing trends. We are a Delaware corporation formed in 1986. We are the successor to Michael Anthony Jewelers, Inc., a New York corporation, organized in 1977. Our principal executive offices are located at 115 South MacQuesten Parkway, Mount Vernon, New York 10550. Our telephone number is (914) 699-0000. RISK FACTORS An investment in our common stock involves a high degree of risk. You should carefully review the information set forth below, as well as other information appearing elsewhere in this prospectus, before making an investment in our common stock. The following are the most significant risk factors that we believe are material to investors who purchase or own our common stock. IF WE CANNOT RESPOND TO CONSUMER TASTES AND OTHER COMPETITIVE FACTORS, OUR STOCK PRICE COULD BE ADVERSELY AFFECTED. The gold jewelry business is affected by changes in consumer tastes and by international, national, regional and local economic conditions and demographic trends. Discretionary spending priorities, weather conditions, and the type, number and price of competing jewelry lines, among other factors, also directly affect the performance of our customers and therefore, our products. 3 4 Approximately 11% of our net sales in fiscal 1998 were sales of licensed products, such as Warner Bros., Inc., National Football League Properties, Inc., Major League Baseball Properties, Inc., NBA Properties, Inc., NHL Enterprises, Inc., United Features Syndicate, Playboy Enterprises, Inc., Cathy(R) and many nationally recognized colleges. We anticipate that approximately 6.4% of our net sales in fiscal 1999 were sales of licensed products. Changes in any of these factors in the markets where we currently sell could adversely affect our results of operations. Moreover, jewelry business is highly competitive based on the type, quality, price and selection of product. Many companies with greater financial, marketing and other resources than us compete with us. You cannot be sure that we will be able to respond to various competitive factors affecting the jewelry business. Our ability, or inability, to respond to various competitive factors affecting the gold jewelry business may have an effect on the market price of our common stock. WE ARE SUBJECT TO RESTRICTIVE COVENANTS IN OUR GOLD CONSIGNMENT AGREEMENTS WHICH, IF NOT COMPLIED WITH, COULD LIMIT OUR ABILITY TO OPERATE OUR BUSINESS. We utilize gold consignment arrangements to supply substantially all of our gold needs. The consigned gold is secured by our property, including our inventory and machinery and equipment. The consignment agreements contain restrictive covenants which require us to maintain minimum or maximum financial targets and ratios. While we believe our supply of gold is relatively secure, significant increases or rapid fluctuations in the cost of gold may impact the demand for our products. Fluctuations in the credit or precious metals markets could result in an interruption of our gold supply or our credit arrangements necessary to allow us to support our accounts receivable and continue our use of consigned gold. WE ARE DEPENDANT ON A FEW OF OUR CUSTOMERS FOR A LARGE PART OF OUR NET SALES. Sales to our five largest customers constituted approximately 51% of our total fiscal 1998 net sales, and we anticipate such sales constituted approximately 51% of our total fiscal 1999 net sales. Each of our two largest customers, J.C. Penney and Sterling, Inc., accounted for approximately 12.5% of our net sales. Any reduction, delay, or cancellation of orders, the return of the significant amount of our products from one or more of our largest customers, the loss of one or more of these customers, or any financial difficulties of these customers, could result in diminished revenues and have a serious adverse impact on our business. TWO STOCKHOLDERS CONTROL A SUBSTANTIAL AMOUNT OF OUR STOCK AND MAY, THEREFORE, INFLUENCE OUR AFFAIRS. As of February 28, 1999, two of our directors and executive officers control the voting power with respect to the percentages of our outstanding common stock set forth in the following table: 4 5
Approximate Percentage Person/Entity and Position of Voting Control - -------------------------- ----------------- Michael Paolercio- Co-Chairman of 17.3% the Board and Chief Executive Officer Anthony Paolercio, Jr.-Co-Chairman of 19.7% the Board and President
Accordingly, until there is a substantial decrease in the percentage of the outstanding shares of common stock over which such stockholders exercise voting control, they will continue to have significant influence over our affairs, and if they choose to act together, will influence significantly the approval of important corporate transactions and other matters requiring stockholder approval. OUR BUSINESS HAS BEEN SUBJECT TO FLUCTUATIONS IN QUARTERLY RESULTS AND CONTINUED FLUCTUATIONS COULD NEGATIVELY IMPACT OUR STOCK PRICE. The market price of our common stock could be subject to wide fluctuations in response to quarterly variations in operating results. Net sales are difficult to predict and may fluctuate substantially from quarter to quarter. Our net sales have generally been seasonal due to the importance of the year-end holiday season. Our third and fourth quarters have typically had the highest sales, with each accounting for more than 30% of the year's total net sales. You cannot be sure, however, that such trend will continue. WE MAY NOT BE ABLE TO RETAIN OUR KEY EXECUTIVES. Our success has depended to a significant extent upon the contributions of two key employees: Michael Paolercio, Co-Chairman of the Board and our Chief Executive Officer, and Anthony Paolercio, Co-Chairman of the Board and our President. We believe that our ability to operate profitably depends on the continued employment of our senior management team, most significantly these two officers. We do not have employment agreements with our executive officers. In the event of either of these individuals' or any of the other senior executives' departure from us, you cannot be sure that we would be able to attract or retain suitable successors. Any such departure could materially adversely affect us. We have obtained $5 million key man life insurance policies covering each of these officers, but you cannot be sure that the coverage provided by such policy will be sufficient to compensate us for the loss of the services of either of them. Our future success will depend, in part, on our continuing ability to attract, retain and motivate qualified personnel. 5 6 OUR FAILURE, OR THE FAILURE OF ENTITIES THAT DO BUSINESS WITH US, TO BE YEAR 2000 COMPLIANT COULD NEGATIVELY IMPACT OUR BUSINESS. Year 2000 compliance is the ability of computer hardware and software to respond to the problems posed by the fact that computer programs have traditionally been written using two digits rather than four to define the applicable year. As a consequence, unless modified, computer systems will not be able to differentiate between the year 2000 and 1900. Failure to address this problem could result in system failures and the generation of erroneous data. In fiscal 1998, we assessed our own year 2000 compliance and, based on such assessment, during fiscal 1999 we upgraded our critical computer systems to make them year 2000 compliant, at a cost of approximately $350,000. We have examined our relationship with key customers and suppliers to determine the extent to which their systems are year 2000 compliant or their plans to attain year 2000 readiness. Based on currently available information, we do not anticipate any material impact to us based on the failure of another company to be year 2000 compliant. Our assessment of external year 2000 compliance or readiness is subject to great uncertainty because the results are outside our direct control. OUR CHARTER DOCUMENTS AND DELAWARE LAW MAY INHIBIT A TAKEOVER. In certain circumstances, the fact that corporate devices are in place that will inhibit or discourage takeover attempts could reduce the market value of our common stock. Our certificate of incorporation and bylaws contain certain provisions that may discourage other persons from attempting to acquire control of us. These provisions include, but are not limited to: * a staggered Board of Directors, * removal of directors only for cause and only by a supermajority vote of stockholders, * the authorization of the Board of Directors to issue shares of undesignated preferred stock in one or more series without the specific approval of the holders of our common stock, and * the requirement that 80% of the stockholders eligible to vote are required to approve any change to the bylaws or certain provisions of the certificate. In addition, our certificate of incorporation and the bylaws permit special meetings of the stockholders to be called by not less than 80% of the stockholders eligible to vote. Such provisions, as well as the provisions of Section 203 of the Delaware General Corporation Law (to which we are subject), could impede a merger, consolidation, takeover or other business combination involving us or discourage a potential acquiror from making a tender offer or otherwise attempting to obtain control of us. 6 7 THE FACT THAT WE DO NOT EXPECT TO PAY DIVIDENDS MAY LEAD TO DECREASED PRICES FOR OUR STOCK. We have never paid cash dividends on our common stock and we do not anticipate paying any cash dividends in the foreseeable future. Accordingly, any future determination to pay cash dividends would be subject to such restrictions and would be dependent upon our financial condition, results of operations, capital requirements and such other factors as our Board of Directors deems relevant. WHERE YOU CAN FIND MORE INFORMATION We are subject to the informational requirements of the Securities Exchange Act of 1934 and, therefore, file reports, proxy statements and other information with the SEC. You can inspect and copy all of this information at the Public Reference Room maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a web site that contains reports, proxy statements and information statements and other information regarding issuers, such as us, that file electronically with the SEC. The address of this web site is http:\\www.sec.gov. This prospectus, which constitutes a part of a registration statement on Form S-3 filed by us with the SEC under the Securities Act of 1933, omits certain of the information set forth in the registration statement. Accordingly, you should reference the registration statement and its exhibits for further information with respect to us and our common stock. Copies of the registration statement and its exhibits are on file at the offices of the SEC. Furthermore, statements contained in this prospectus concerning any document filed as an exhibit are not necessarily complete and, in each instance, we refer you to the copy of such document filed as an exhibit to the registration statement. You should rely only on the information or representations provided in this prospectus and the registration statement. We have not authorized anyone to provide you with different information. INCORPORATION OF CERTAIN 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: * Annual Report on Form 10-K for the fiscal year ended January 31, 1998 (filed April 30, 1998); 7 8 * Definitive Proxy Statement dated May 22, 1998, filed in connection with the Company's 1998 Annual Meeting of Stockholders (filed May 22, 1998); * Quarterly Report on Form 10-Q for the quarterly period ended May, 2, 1998 (filed on June 12, 1998); * Quarterly Report on Form 10-Q for the quarterly period ended August 1, 1998 (filed on October 14, 1998); * Quarterly Report on Form 10-Q for the quarterly period ended October 31, 1998 (filed on December 11, 1998), as amended by Form 10-Q/A (filed December 16, 1998); and * Description of our common stock which is contained in our Registration Statement on Form 8-A filed 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 (late 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 prospectus is delivered, upon written or oral request, a copy of any or all documents that are incorporated into this prospectus by reference (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this prospectus 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) 699-0000 NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Our statements of plans, intentions and objectives and statements of future economic performance contained in this prospectus should be deemed to be forward-looking statements. Statements containing terms such as "believes," "does not believe," "no reason to believe," "expects," "plans," "intends," "estimates," "anticipated" or, "anticipates" are considered to contain uncertainty and are forward- looking statements. Forward-looking statements involve known and unknown risks and uncertainties which may cause our actual results in future periods to differ materially from what is currently anticipated. We make cautionary statements in certain sections of this prospectus, including under "Risk Factors." You should read these cautionary statements as being applicable to all related forward-looking statements wherever they appear in this prospectus, the materials referred to in this prospectus or the materials incorporated by reference into this prospectus. 8 9 You are cautioned that no forward-looking statement is a guarantee of future performance and you should not place undue reliance on any forward-looking statement. USE OF PROCEEDS We will not receive any proceeds from the sale of the shares offered hereby nor will such proceeds be available for our use or benefit. All proceeds from the sale of such shares will be for the account of the selling stockholder. See "Selling Stockholder" and "Plan of Distribution" below. SELLING STOCKHOLDER The selling stockholder under this prospectus is Fredric R. Wasserspring. Mr. Wasserspring resigned as our Chief Operating Officer and President in October 1997. In connection with Mr. Wasserspring's resignation, he received a fully vested non-qualified stock option for 96,000 shares of our common stock, at an exercise price of $3.00 per share. All of his prior outstanding options were canceled. At that time, we agreed to file with the SEC and to keep effective a registration statement (of which this prospectus is a part) covering the resale of a portion of Mr. Wasserspring's shares of our common stock. In connection with such registration, we will pay our own legal and accounting expenses as well as the SEC registration fees, while Mr. Wasserspring will pay his own legal expenses and any brokerage or similar fees in connection with the resale of his shares. The following table sets forth the name of the selling stockholder and the number of shares that may be offered by him. The number of shares which may be actually sold by the selling stockholder will be determined by him from time to time, and will depend upon the number of factors, including the price of our common stock. Because the selling stockholder may offer all, some or none of the shares offered hereby, and because the offering contemplated by this prospectus is not being underwritten on a firm commitment basis, we cannot give an estimate as to the number of shares that will be held by the selling stockholder upon or prior to termination of this offering. For purposes of this table, we have assumed that, after completion of the offering, he will have sold all of his shares offered hereby. The table sets forth such information as of February 28, 1999, concerning the beneficial ownership of the shares by the selling stockholder. All information as to beneficial ownership has been furnished by the selling stockholder. The 9 10 number of shares beneficially owned is determined under rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.
Total number shares of Number of our common stock shares being Ownership after before offering offered offering Name of selling Number of Number of stockholder shares Percent (1) shares Percent (1) Fredric R. Wasserspring 96,000 1.4% 96,000 -0- 0% - ------
(1) Percent of total shares of our common stock outstanding as of March 9, 1999. PLAN OF DISTRIBUTION The shares offered hereby for sale may be offered by the selling stockholder or by donees, transferees or other successors in interest that receive the shares as a gift or other non-sale related transfer. Any or all of the sales or other transactions involving the shares offered hereby must be made pursuant to this prospectus. We and Mr. Wasserspring have agreed to indemnify and hold each other harmless against certain liabilities under the Securities Act that could arise in connection with the resale by the selling stockholder of the shares offered hereby. We will receive no proceeds from the sale of the shares offered hereby by the selling stockholder. The shares may be sold by the selling stockholder directly to purchasers from time to time. It is anticipated that the selling stockholder will either offer the shares for sale for his own account or retain them for investment. Although the selling stockholder has indicated that it is his present intention not to use underwriters, the selling stockholder may decide to offer the shares from time to time through underwriters, dealers or agents, who may receive compensation in the form of underwriting discounts, concessions or commissions from the selling stockholder and/or the purchasers of the shares for whom they may act as agent. The selling stockholder and any underwriters, dealers or agents that participate in a distribution of shares may be deemed underwriters, and any profit on the sale of shares by him or any discounts, commissions or concessions received by such underwriters, dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act. At the time a particular offer of shares is made, to the extent required, a prospectus supplement will be distributed which will set forth the aggregate amount of shares being offered and the terms of the offering, including the name or names of any underwriters, dealers or agents, any discounts, commissions and other items constituting compensation from the selling 10 11 stockholder, any discounts, commissions or concessions allowed or reallowed to be paid to dealers. The shares may be sold from time to time in one or more transactions at a fixed offering price, at varying prices determined at the time of sale, or at negotiated prices. LEGAL MATTERS The validity of the shares offered hereby will be passed upon for us by Benesch, Friedlander, Coplan & Aronoff LLP. EXPERTS The financial statements incorporated in this prospectus by reference to our Annual Report on Form 10-K have been so incorporated in reliance on the report of Deloitte & Touche LLP, independent public accountants, given on the authority of said firm as experts in auditing and accounting. 11 -----END PRIVACY-ENHANCED MESSAGE-----