-----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, AoChHpoQQkfU3Ib5obV2poGe4YohzrVr23/7CxpyGLG5xaGw7Kk+JjvEdAg3wAfe VRcK/61bezsvhHKPxWfbeQ== 0001144204-04-014741.txt : 20040920 0001144204-04-014741.hdr.sgml : 20040920 20040920152116 ACCESSION NUMBER: 0001144204-04-014741 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040920 DATE AS OF CHANGE: 20040920 EFFECTIVENESS DATE: 20040920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: E COM VENTURES INC CENTRAL INDEX KEY: 0000880460 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 650026340 STATE OF INCORPORATION: FL FISCAL YEAR END: 0205 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-119123 FILM NUMBER: 041037499 BUSINESS ADDRESS: STREET 1: 251 INTERNATIONAL PARKWAY CITY: SUNRISE STATE: FL ZIP: 33325 BUSINESS PHONE: 3058891600 MAIL ADDRESS: STREET 1: 251 INTERNATIONAL PARKWAY CITY: SUNRISE STATE: FL ZIP: 33325 FORMER COMPANY: FORMER CONFORMED NAME: PERFUMANIA INC DATE OF NAME CHANGE: 19930328 S-8 1 v06836.txt As filed with the Securities and Exchange Commission on September 20, 2004 Registration No. 333-______ ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------- E COM VENTURES, INC. (Exact Name of Registrant as Specified in Its Charter) ------------- Florida (State or Other Jurisdiction of Incorporation or Organization) 65-0977964 (I.R.S. Employer Identification No.) 251 International Parkway Sunrise, Florida 33325 (Address of Principal Executive Offices) (Zip Code) 2000 Stock Option Plan (Full Title of the Plan) ------------- A. Mark Young Chief Financial Officer 251 International Parkway Sunrise, Florida 33325 (Name and Address of Agent For Service) (954) 335-9100 (Telephone Number, Including Area Code, of Agent For Service) Copy to: Alan H. Aronson, Esq. Akerman Senterfitt One S.E. Third Avenue, 28th Floor Miami, Florida 33131 (305) 374-5600 ------------- Calculation of Registration Fee
- ------------------------------------------------------------------------------------------------------------- Proposed Title of Each Class of Maximum Proposed Maximum Securities To Be Amount To Be Offering Price Aggregate Offering Amount Of Registered Registered(1) Per Share(2) Price Registration Fee(2) - ---------- ------------- ------------ ----- ------------------- - ------------------------------------------------------------------------------------------------------------- Common Stock 723,408 $9.80 $7,089,398 $899 shares(3)(4) - -------------------------------------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of common stock which become issuable under the 2000 Stock Option Plan, by reason of any stock dividend, stock split, recapitalization or other similar transaction. (2) Calculated solely for the purpose of this offering under Rule 457(h) of the Securities Act of 1933 on the basis of the average of the high and low selling prices per share of common stock of E Com Ventures, Inc. on September 10, 2004, as reported by the Nasdaq SmallCap Market. (3) Represents shares issuable upon the exercise of options granted and/or to be granted under the 2000 Stock Option Plan (the "Plan"). Also includes a like number of stock options which may be granted pursuant to the Plan. (4) Includes (1) up to 204,252 shares of common stock issuable upon exercise of a like number of options granted or to be granted under the Plan pursuant to an amendment to the Plan that increased the number of shares issuable upon the exercise of options that may be granted under the Plan from 661,946 to 866,198 and (2) up to 519,156 shares of common stock issuable upon exercise of a like number of options which may be granted under the Plan, which number is an estimate of the additional shares of common stock available for issuance upon exercise of options granted or to be granted under the Plan pursuant to the evergreen provision of the Plan. - -------------------------------------------------------------------------------- 2 Explanatory Note: This Registration Statement on Form S-8 is being filed with respect to the 2000 Stock Option Plan (the "Plan") for the purpose of registering an additional 723,408 options to be granted (the "Options") under the Plan and 723,408 shares (the "Shares") of common stock of E Com Ventures, Inc. (the "Common Stock") issuable upon exercise of options granted or to be granted under the Plan. We previously filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-8 (File No. 333-70608) on October 1, 2001 (the "Original S-8") in order to register shares of our Common Stock issuable under the Plan. The contents of such earlier Registration Statement are incorporated herein by reference. Part II Information Required in the Registration Statement Item 3. Incorporation of Documents by Reference In addition to the Original S-8, the following documents filed with the Commission by us are incorporated by reference herein: (a) Annual Report on Form 10-K for the year ended January 31, 2004, as amended; (b) Quarterly Reports on Form 10-Q for the quarters ended May 1, 2004 and July 31, 2004; (c) Current Report on Form 8-K filed with the Commission on June 22, 2004; (d) Description of our Common Stock contained in Registration Statement on Form 8-A and any amendment or report filed for the purpose of updating such description; and (e) All documents subsequently filed by us under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold. Item 8. Exhibits Exhibit No Exhibits 5.1 Opinion of Akerman Senterfitt regarding the legality of the Options and the Common Stock issuable upon exercise of options. 10.17 Amendment to the 2000 Stock Option Plan (incorporated by reference to Appendix A to the Proxy Statement filed with the Commission on April 16, 2004). 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Akerman Senterfitt (included in Exhibit 5.1). 23.1 Power of Attorney is included in the Signature section of this Registration Statement. 3 Signatures Pursuant to the requirements of the Securities Act of 1933, 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 Sunrise, State of Florida, on this 15th day of September, 2004. E COM VENTURES, INC. By: /s/ Michael Katz --------------------------------------------- Name: Michael Katz Title: Chief Executive Officer and President Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Michael Katz and A. Mark Young, or either of them, each acting alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, in connection with the registrant's Registration Statement on Form S-8 under the Securities Act of 1933, including to sign the Registration Statement in the name and on behalf of the registrant or on behalf of the undersigned as a director or officer of the registrant, and any and all amendments or supplements to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, each acting alone, 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes or substitute, lawfully do or cause to be done by virtue hereof. ------------ 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. SIGNATURE TITLE DATE - --------- ----- ---- /s/ Michael Katz Chief Executive Officer and September 15, 2004 - ----------------------- Michael Katz President (Principal Executive Officer) /s/ Stephen Nussdorf Chairman of the Board of Directors September 15, 2004 - ----------------------- Stephen Nussdorf 4 /s/ A. Mark Young Chief Financial Officer, September 15, 2004 - ----------------------- A. Mark Young (Principal Accounting Officer and Principal Financial Officer) /s/ Donovan Chin Chief Financial Officer September 15, 2004 - ----------------------- Donovan Chin Perfumania, Inc. /s/ Carole Ann Taylor Director September 15, 2004 - ----------------------- Carole Ann Taylor /s/ Joseph Bouhadana Director September 15, 2004 - ----------------------- Joseph Bouhadana /s/ Paul Garfinkle Director September 15, 2004 - ----------------------- Paul Garfinkle 5 Exhibit Index Exhibit Number Description 5.1 Opinion of Akerman Senterfitt regarding the legality of the Options and the Common Stock issuable upon exercise of options. 23.1 Consent of Deloitte & Touche LLP. 6 EX-5.1 2 v06836_ex5-1.txt Exhibit 5.1 Akerman Senterfitt One Southeast Third Avenue, 28th Floor Miami, FL 33131-1714 September 17, 2004 E Com Ventures, Inc. 251 International Parkway Sunrise, Florida 33325 Ladies and Gentlemen: We have acted as counsel to E Com Ventures, Inc., a Florida corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Securities Act"). Such Registration Statement relates to the registration by the Company of (1) the issuance of up to 723,408 options (the "Options") which may be granted under the Company 2000 Stock Option Plan, as amended (the"Plan") to purchase a like number of shares of the Company's Company's common stock, $.01 par value per share (the "Common Stock") and (2) up to 723,408 shares of Common Stock (the "Shares") issuable upon exercise of a like number of options granted or to be granted under the Plan. In connection with the Registration Statement, we have examined, considered and relied upon copies of the following documents: (1) the Company's Amended and Restated Articles of Incorporation and Bylaws, as amended, (2) the Plan, and (3) such other documents and instruments that we have deemed necessary for the expression of the opinions contained herein. In our examination of the aforesaid documents, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents, the authenticity of all documents submitted to us as originals and the conformity to the original documents of all copies. In rendering this opinion, we advise you that members of this Firm are members of the Bar of the State of Florida, and we express no opinion herein concerning the applicability or effect of any laws of any other jurisdiction, except the securities laws of the United States of America referred to herein, and the general corporation laws of the State of Florida. Based upon the foregoing examination, we are of the opinion that: When the Registration Statement becomes effective under the Securities Act, and when the Options are issued and distributed in accordance with and pursuant to the Plan, the Options will be validly issued; and when the Shares are issued against delivery of adequate consideration therefor in accordance with and pursuant to the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are included within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder. Sincerely, AKERMAN SENTERFITT /s/ Akerman Senterfitt EX-23.1 3 v06836_ex23-1.txt Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement of E Com Ventures, Inc. on Form S-8 of our report dated April 30, 2004, except for the fourth paragraph of Note 6, as to which the date is May 12, 2004, appearing in the Annual Report on Form 10-K/A of E Com Ventures, Inc. for the year ended January 31, 2004. /s/ DELOITTE & TOUCHE LLP Miami, Florida September 16, 2004 -----END PRIVACY-ENHANCED MESSAGE-----