-----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, Up2dWsGEISN/vbZDzxObnu7re6K5jBPMy8p/Z6wKAJ21Cgwty/G34jGTAZCqilLA g2DbKDigMSq5WwTT/Zfycw== 0000931763-99-001404.txt : 19990505 0000931763-99-001404.hdr.sgml : 19990505 ACCESSION NUMBER: 0000931763-99-001404 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19990503 EFFECTIVENESS DATE: 19990503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JUST FOR FEET INC CENTRAL INDEX KEY: 0000918111 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 630734234 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 033-96584 FILM NUMBER: 99609383 BUSINESS ADDRESS: STREET 1: 7400 CAHABA VALLEY RD CITY: BIRMINGHAM STATE: AL ZIP: 35242 BUSINESS PHONE: 2054083000 MAIL ADDRESS: STREET 1: 7400 CAHABA VALLEY RD CITY: BIRMINGHAM STATE: AL ZIP: 35242 S-8 POS 1 AMENDMENT ONE TO FORM S-8 As filed with the Securities and Exchange Commission on May 3, 1999 Registration No. 333-96584 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JUST FOR FEET, INC. ------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 63-0734234 ------------ ------------- (State or other jurisdiction (I.R.S. Employer Identification of incorporation or organization) Number) 7400 Cahaba Valley Road, Birmingham, Alabama 35242 --------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) JUST FOR FEET, INC. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN ----------------------------------------------- (Full Title of the Plan) HAROLD RUTTENBERG Chairman, President and Chief Executive Officer 7400 Cahaba Valley Road Birmingham, Alabama 35242 (205) 408-3000 -------------------------------------- (Name, address, telephone number, including area code, of agent for service) -------------------------------------- Copies Requested to: Arthur Jay Schwartz, Esq. Smith, Gambrell & Russell, LLP Promenade II, Suite 3100 1230 Peachtree Street, N.E. Atlanta, Georgia 30309-3592 (404) 815-3500 -------------------------------------- Explanatory Note This Post-Effective Amendment No. 1, (the "Amendment") to that certain Registration Statement on Form S-8 (File No. 33-96584) (the "Registration Statement") is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the "Securities Act") by Just For Feet, Inc., a Delaware corporation (the "Company" or "Just For Feet-Delaware"), which is the successor to Just For Feet, Inc., an Alabama corporation ("Just For Feet-Alabama"), following a statutory merger effective on June 26, 1998 (the "Merger") for the purpose of changing Just For Feet-Alabama's state of incorporation. Prior to the merger, Just For Feet-Delaware had no assets or liabilities other than nominal assets or liabilities. In connection with the Merger, Just For Feet- Delaware succeeded by operation of law to all of the assets and liabilities of Just For Feet-Alabama. The Merger was approved by the shareholders of Just For Feet-Alabama at a meeting for which proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Except as modified by this Amendment, Just For Feet-Delaware, by virtue of this Amendment, expressly adopts the Registration Statement as its own registration statement for all purposes of the Securities Act and the Exchange Act. Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. - ------- ---------------------------------------- The documents listed below are hereby incorporated by reference into this Registration Statement, and all documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered 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 part hereof from the date of filing such documents: 1. The Company's Annual Report on Form 10-K for the year ended January 30, 1999; and 2. A.The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A filed under the Exchange Act on March 4, 1994, as amended by Form 8-A/A filed with the Commission on February 25, 1999. Item 4. Description of Securities. - ------- -------------------------- No response is required to this item. Item 5. Interests of Named Experts and Counsel. - ------- --------------------------------------- No response is required to this item. Item 6. Indemnification of Officers and Directors. - ------- ------------------------------------------ The Registrant's Certificate of Incorporation and its Bylaws provide for indemnification of directors and officers of the Registrant to the fullest extent permitted by Delaware law. Section 145 of the General Corporation Law of the State of Delaware provides generally that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at its request in such capacity in another corporation or business association, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In addition, pursuant to the authority of Delaware law, the Certificate of Incorporation of the Registrant and the Registrant's Bylaws also eliminate the monetary liability of directors to the fullest extent permitted by Delaware law. The Registrant has purchased directors' and officers' liability insurance II-1 covering certain liabilities incurred by its directors and officers in connection with the performance of their duties. Item 7. Exemption From Registration Claimed. - ------- ------------------------------------ No response to this Item is required. Item 8. Exhibits. - ------- --------- The following exhibits are filed with or incorporated by reference into this Registration Statement. The exhibits which are denominated by an asterisk (*) were previously filed as a part of, and are hereby incorporated by reference from the Company's earlier Registration Statement on Form S-8, File No. 33- 96584, as filed with the Securities and Exchange Commission on September 7, 1995. Exhibit Number Description of Exhibit ------ ---------------------- 4.1* Just For Feet, Inc. Non-Employee Director Stock Option Plan 5.1 Opinion of Smith, Gambrell & Russell, LLP. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Smith, Gambrell & Russell, LLP (contained in their opinion filed as Exhibit 5.1). 24.1 Power of Attorney of Edward S. Croft, III. 24.2 Power of Attorney of Michael P. Lazarus. 24.3 Power of Attorney of Bart Starr, Sr. 24.4 Power of Attorney of Randall L. Haines. 24.5 Power of Attorney of David F. Bellet. 24.6 Power of Attorney of Warren C. Smith, Jr. II-2 Item 9. Undertakings. - ------- ------------- (a) 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 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; (2) 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. (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. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's Annual Report pursuant to section 13(a) or 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 the time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue. II-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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Birmingham, State of Alabama, on the 30th day of April, 1999. JUST FOR FEET, INC. By: /s/ Harold Ruttenberg ------------------------------- Harold Ruttenberg Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post- Effective Amendment No. 1 has been signed below by the following persons in the capacities indicated and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Harold Ruttenberg Chairman, President and Chief April 30, 1999 - -------------------------- Executive Officer (principal Harold Ruttenberg executive officer) /s/ Eric L. Tyra Executive Vice President, April 30, 1999 - -------------------------- Chief Financial Officer Eric L. Tyra (principal accounting officer) * Director April 30, 1999 - -------------------------- Michael P. Lazarus * Director April 30, 1999 - -------------------------- Bart Starr, Sr. * Director April 30, 1999 - -------------------------- Randall L. Haines * Director April 30, 1999 - -------------------------- David F. Bellet
Signature Title Date --------- ----- ---- * Director April 30, 1999 - -------------------------- Edward S. Croft, III * Director April 30, 1999 - -------------------------- Warren C. Smith, Jr. *By: /s/ Eric L. Tyra --------------------- Eric L. Tyra Attorney-in-Fact
Exhibit Index ------------- Exhibit Number Description of Exhibit ------ ------------------------------------------- 4.1* Just For Feet, Inc. Non-Employee Director Stock Option Plan 5.1 Opinion of Smith, Gambrell & Russell, LLP. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Smith, Gambrell & Russell, LLP (contained in their opinion filed as Exhibit 5.1). 24.1 Power of Attorney of Edward S. Croft, III. 24.2 Power of Attorney of Michael P. Lazarus. 24.3 Power of Attorney of Bart Starr, Sr. 24.4 Power of Attorney of Randall L. Haines. 24.5 Power of Attorney of David F. Bellet. 24.6 Power of Attorney of Warren C. Smith, Jr. EX-5.1 2 OPINION OF SMITH, GAMBRELL & RUSSELL, LLP EXHIBIT 5.1 May 3, 1999 Board of Directors Just For Feet, Inc. 7400 Cahaba Valley Road Birmingham, Alabama 35242 RE: Just For Feet, Inc. Post-Effective Amendment No. 1 to Registration Statement on Form S-8 File No. 33-96584 Non-Employee Director Stock Option Plan --------------------------------------- Gentlemen: We have examined the Post-Effective Amendment No. 1 (the "Amendment") to the above-referenced Registration Statement on Form S-8 (as so amended, the "Registration Statement") to be filed by Just For Feet, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of shares of the Company's Common Stock, $0.0001 par value (the "Shares"), reserved for issuance pursuant to the Company's Non-Employee Director Stock Option Plan, which Shares were registered by Just For Feet, Inc., an Alabama corporation, prior to its reincorporation under Delaware law as the Company. It is our opinion that the Shares have been legally authorized and when issued in accordance with the terms described in Registration Statement will be validly issued, fully paid and nonassessable. We consent to the filing of this opinion as an exhibit to the aforementioned Amendment and to the reference to this firm under the caption "Legal Matters" in the Prospectus. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or the rules and regulations of the Securities and Exchange Commission thereunder. Sincerely, SMITH, GAMBRELL & RUSSELL, LLP /s/ Marlon F. Starr Marlon F. Starr EX-23.1 3 CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 33-96584 of Just For Feet, Inc. and subsidiaries on Form S-8 regarding the Just For Feet, Inc. Non-Employee Director Stock Option Plan of our report dated April 23, 1999, appearing in the Annual Report on Form 10-K of Just For Feet, Inc. for the year ended January 30, 1999. /s/ Deloitte & Touche LLP Birmingham, Alabama April 27, 1999 EX-24.1 4 POWER OF ATTORNEY OF EDWARD S. CROFT III EXHIBIT 24.1 STATE OF GEORGIA COUNTY OF PAULDING POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that I, Edward S. Croft, III, a Director of JUST FOR FEET, INC., a Delaware corporation (the "Company"), do constitute and appoint Harold Ruttenberg and Eric L. Tyra, and each of them, my true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for me in any and all capacities, to sign, on my behalf and in my stead pursuant to the requirements of the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended (i) a Registration Statement on Form S-8 to register additional shares for issuance pursuant to the Just For Feet, Inc. 1997 Employee Incentive Plan; (ii) post-effective amendments to the following Registration Statements: 33-80578, 33-96588, 333-06531, 333-28041, 333-96584, 333-26345 and 333-28039; and (iii) the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 1999, and to file the same with the Securities and Exchange Commission, together with all exhibits thereto and other documents in connection therewith, and to sign on my behalf and in my stead, in any and all capacities, any amendments to said Registration Statements or Reports, incorporating such changes as the said attorneys-in-fact deem appropriate, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 5th day of March, 1999. /s/ Edward S. Croft, III ------------------------------- Edward S. Croft, III ACKNOWLEDGMENT -------------- BEFORE me this 5th day of March, 1999, came Edward S. Croft, III, personally known to me, who in my presence did sign and seal the above and foregoing Power of Attorney and acknowledged the same as his true act and deed. /s/ Donna J. Hitchcock ------------------------------- NOTARY PUBLIC State of Georgia My Commission Expires: January 29, 2000 ------------------------------- EX-24.2 5 POWER OF ATTORNEY OF MICHAEL P. LAZARUS EXHIBIT 24.2 STATE OF ALABAMA COUNTY OF ____________ POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that I, Michael P. Lazarus, a Director of JUST FOR FEET, INC., a Delaware corporation (the "Company"), do constitute and appoint Harold Ruttenberg and Eric L. Tyra, and each of them, my true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for me in any and all capacities, to sign, on my behalf and in my stead pursuant to the requirements of the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended (i) a Registration Statement on Form S-8 to register additional shares for issuance pursuant to the Just For Feet, Inc. 1997 Employee Incentive Plan; (ii) post-effective amendments to the following Registration Statements: 33-80578, 33-96588, 333-06531, 333-28041, 333-96584, 333-26345 and 333-28039; and (iii) the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 1999, and to file the same with the Securities and Exchange Commission, together with all exhibits thereto and other documents in connection therewith, and to sign on my behalf and in my stead, in any and all capacities, any amendments to said Registration Statements or Reports, incorporating such changes as the said attorneys-in-fact deem appropriate, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 18th day of March, 1999. /s/ Michael P. Lazarus ------------------------------- Michael P. Lazarus ACKNOWLEDGMENT -------------- BEFORE me this 18th day of March, 1999, came Michael P. Lazarus, personally known to me, who in my presence did sign and seal the above and foregoing Power of Attorney and acknowledged the same as his true act and deed. /s/ Janice Dunkling ------------------------------- NOTARY PUBLIC State of Alabama My Commission Expires: 9/17/2000 ------------------------------- EX-24.3 6 POWER OF ATTORNEY OF BART STARR, SR. EXHIBIT 24.3 STATE OF ALABAMA COUNTY OF ____________ POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that I, Bart Starr, Sr., a Director of JUST FOR FEET, INC., a Delaware corporation (the "Company"), do constitute and appoint Harold Ruttenberg and Eric L. Tyra, and each of them, my true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for me in any and all capacities, to sign, on my behalf and in my stead pursuant to the requirements of the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended (i) a Registration Statement on Form S-8 to register additional shares for issuance pursuant to the Just For Feet, Inc. 1997 Employee Incentive Plan; (ii) post-effective amendments to the following Registration Statements: 33-80578, 33-96588, 333-06531, 333-28041, 333-96584, 333-26345 and 333-28039; and (iii) the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 1999, and to file the same with the Securities and Exchange Commission, together with all exhibits thereto and other documents in connection therewith, and to sign on my behalf and in my stead, in any and all capacities, any amendments to said Registration Statements or Reports, incorporating such changes as the said attorneys-in-fact deem appropriate, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 5th day of March, 1999. /s/ Bart Starr, Sr. ------------------------------- Bart Starr, Sr. ACKNOWLEDGMENT -------------- BEFORE me this 5th day of March, 1999, came Bart Starr, Sr., personally known to me, who in my presence did sign and seal the above and foregoing Power of Attorney and acknowledged the same as his true act and deed. /s/ Leigh Anne Harrell ------------------------------- NOTARY PUBLIC State of Alabama My Commission Expires: 9/17/2001 ------------------------------- EX-24.4 7 POWER OF ATTORNEY OF RANDALL L. HAINES EXHIBIT 24.4 STATE OF ALABAMA COUNTY OF ____________ POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that I, Randall L. Haines, a Director of JUST FOR FEET, INC., a Delaware corporation (the "Company"), do constitute and appoint Harold Ruttenberg and Eric L. Tyra, and each of them, my true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for me in any and all capacities, to sign, on my behalf and in my stead pursuant to the requirements of the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended (i) a Registration Statement on Form S-8 to register additional shares for issuance pursuant to the Just For Feet, Inc. 1997 Employee Incentive Plan; (ii) post-effective amendments to the following Registration Statements: 33-80578, 33-96588, 333-06531, 333-28041, 333-96584, 333-26345 and 333-28039; and (iii) the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 1999, and to file the same with the Securities and Exchange Commission, together with all exhibits thereto and other documents in connection therewith, and to sign on my behalf and in my stead, in any and all capacities, any amendments to said Registration Statements or Reports, incorporating such changes as the said attorneys-in-fact deem appropriate, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 4th day of March, 1999. /s/ Randall L. Haines ------------------------------- Randall L. Haines ACKNOWLEDGMENT -------------- BEFORE me this 4th day of March, 1999, came Randall L. Haines, personally known to me, who in my presence did sign and seal the above and foregoing Power of Attorney and acknowledged the same as his true act and deed. /s/ Deborah B. Partridge ------------------------------- NOTARY PUBLIC State of Alabama My Commission Expires: 2/28/2000 ------------------------------- EX-24.5 8 POWER OF ATTORNEY OF DAVID F. BELLET EXHIBIT 24.5 STATE OF NEW YORK COUNTY OF QUEENS POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that I, David F. Bellet, a Director of JUST FOR FEET, INC., a Delaware corporation (the "Company"), do constitute and appoint Harold Ruttenberg and Eric L. Tyra, and each of them, my true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for me in any and all capacities, to sign, on my behalf and in my stead pursuant to the requirements of the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended (i) a Registration Statement on Form S-8 to register additional shares for issuance pursuant to the Just For Feet, Inc. 1997 Employee Incentive Plan; (ii) post-effective amendments to the following Registration Statements: 33-80578, 33-96588, 333-06531, 333-28041, 333-96584, 333-26345 and 333-28039; and (iii) the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 1999, and to file the same with the Securities and Exchange Commission, together with all exhibits thereto and other documents in connection therewith, and to sign on my behalf and in my stead, in any and all capacities, any amendments to said Registration Statements or Reports, incorporating such changes as the said attorneys-in-fact deem appropriate, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 4th day of March, 1999. /s/ David F. Bellet ------------------------------- David F. Bellet ACKNOWLEDGMENT -------------- BEFORE me this 4th day of March, 1999, came David F. Bellet, personally known to me, who in my presence did sign and seal the above and foregoing Power of Attorney and acknowledged the same as his true act and deed. /s/ Mavis Davidson ------------------------------- NOTARY PUBLIC State of New York My Commission Expires: 7/25/2000 ------------------------------- EX-24.6 9 POWER OF ATTORNEY OF WARREN C. SMITH JR. EXHIBIT 24.6 STATE OF MASSACHUSETTS COUNTY OF PLYMOUTH POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that I, Warren C. Smith, Jr., a Director of JUST FOR FEET, INC., a Delaware corporation (the "Company"), do constitute and appoint Harold Ruttenberg and Eric L. Tyra, and each of them, my true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for me in any and all capacities, to sign, on my behalf and in my stead pursuant to the requirements of the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended (i) a Registration Statement on Form S-8 to register additional shares for issuance pursuant to the Just For Feet, Inc. 1997 Employee Incentive Plan; (ii) post-effective amendments to the following Registration Statements: 33-80578, 33-96588, 333-06531, 333-28041, 333-96584, 333-26345 and 333-28039; and (iii) the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 1999, and to file the same with the Securities and Exchange Commission, together with all exhibits thereto and other documents in connection therewith, and to sign on my behalf and in my stead, in any and all capacities, any amendments to said Registration Statements or Reports, incorporating such changes as the said attorneys-in-fact deem appropriate, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 4th day of March, 1999. /s/ Warren C. Smith, Jr. ------------------------------- Warren C. Smith, Jr. ACKNOWLEDGMENT -------------- BEFORE me this 4th day of March, 1999, came Warren C. Smith, Jr., personally known to me, who in my presence did sign and seal the above and foregoing Power of Attorney and acknowledged the same as his true act and deed. /s/ Eileen M. Messlinger ------------------------------- NOTARY PUBLIC State of Massachusetts My Commission Expires: 1/15/03 ------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----