As filed with the Securities and Exchange Commission on September 20, 2004
Registration No. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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E COM VENTURES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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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)
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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
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Calculation of Registration Fee
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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)
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Common Stock 723,408 $9.80 $7,089,398 $899
shares(3)(4)
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(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.
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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.
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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
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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.
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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
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/s/ Michael Katz Chief Executive Officer and September 15, 2004
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Michael Katz President
(Principal Executive Officer)
/s/ Stephen Nussdorf Chairman of the Board of Directors September 15, 2004
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Stephen Nussdorf
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/s/ A. Mark Young Chief Financial Officer, September 15, 2004
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A. Mark Young (Principal Accounting Officer and
Principal Financial Officer)
/s/ Donovan Chin Chief Financial Officer September 15, 2004
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Donovan Chin Perfumania, Inc.
/s/ Carole Ann Taylor Director September 15, 2004
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Carole Ann Taylor
/s/ Joseph Bouhadana Director September 15, 2004
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Joseph Bouhadana
/s/ Paul Garfinkle Director September 15, 2004
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Paul Garfinkle
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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.
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