SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 11, 2002
FRIEDMAN'S INC.
(Exact name of registrant as specified in its charter)
Delaware 000-22356 58-2512547
(state or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
4 West State Street, Savannah, Georgia 31401
(Addresses of Principal Executive Offices, including Zip Code)
(912) 233-9333
(Registrant's Telephone Number, including Area Code)
ITEM 5. OTHER EVENTS.
On February 11, 2002, Friedman's Inc. (the "Company") completed the
offering and sale (the "Offering") of 3,750,000 shares of its $.01 par value
Class A Common Stock (the "Shares"). The Company received net proceeds of
approximately $33.9 million from the Offering.
The sale of the Shares was registered with the Securities and Exchange
Commission (the "Commission") pursuant to a Registration Statement on Form S-3
(File No. 333-76072) (the "Registration Statement") filed with the Commission on
December 28, 2001 and declared effective by the Commission on January 14, 2002.
The Company is filing this Current Report on Form 8-K in order to cause certain
information contained herein and in the exhibits hereto to be incorporated into
the Registration Statement by reference. By filing this Current Report on Form
8-K, however, the Company does not believe that any of the information set forth
herein or in the exhibits hereto represent, either individually or in the
aggregate, a "fundamental change" (as such term is used in Item 512(a)(1)(ii) of
Regulation S-K) in the information set forth in the Registration Statement.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT
NO. DESCRIPTION
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1.1* Underwriting Agreement, dated as of February 5, 2002, by and among
the Company and ABN AMRO Rothschild LLC, McDonald Investments Inc.
and Wedbush Morgan Securities Inc. as representatives of the
several underwriters.
5.1* Opinion of Alston & Bird LLP, as counsel to the Company, regarding
the legality of the Shares.
23.1* Consent of Alston & Bird LLP, as counsel to the Company (included
in Exhibit 5.1).
99.1 Other Expenses of Issuance and Distribution (as required by Item
14 of Form S-3).
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* Exhibit number corresponds to the exhibit list contained in the
Registration Statement.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FRIEDMAN'S INC.
By: /s/ Victor M. Suglia
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Name: Victor M. Suglia
Title: Senior Vice President, Chief Financial
Officer, Secretary and Treasurer
Date: February 13, 2002
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EXHIBIT
NO. DESCRIPTION
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1.1* Underwriting Agreement, dated as of February 5, 2002, by and among
the Company and ABN AMRO Rothschild LLC, McDonald Investments Inc.
and Wedbush Morgan Securities Inc. as representatives of the
several underwriters.
5.1* Opinion of Alston & Bird LLP, as counsel to the Company, regarding
the legality of the Shares.
23.1* Consent of Alston & Bird LLP, as counsel to the Company (included
in Exhibit 5.1).
99.1 Other Expenses of Issuance and Distribution (as required by Item
14 of Form S-3).
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* Exhibit number corresponds to the exhibit list contained in the
Registration Statement.