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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): SEPTEMBER 18, 2003
FRIEDMAN'S INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-22356 58-20583
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
171 CROSSROADS PARKWAY
SAVANNAH, GEORGIA 31422
(Address of principal executive offices)
(912) 233-9333
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On September 18, 2003, Friedman's Inc. (the "Company") priced an
offering of 3,100,000 shares of its $0.01 par value Class A Common Stock (the
"Shares"). The transaction is scheduled to close on Wednesday, September 24,
2003, and the Company expects to receive net proceeds of approximately $43.1
million from the offering.
The Company registered the sale of the Shares with the Securities and
Exchange Commission pursuant to a Registration Statement on Form S-3 (File No.
333-76072) (the "Registration Statement") filed on December 28, 2001, and
declared effective by the SEC 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 represents, 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.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
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1.2* Underwriting Agreement, dated as of September 19, 2003, by and among the Company,
Thomas Weisel Partners LLC, McDonald Investments Inc., JMP Securities LLC, Wedbush
Morgan Securities Inc., and Morgan Joseph & Co. Inc.
5.2* Opinion of Alston & Bird LLP, as counsel to the Company, regarding the legality of
the Shares.
23.3* Consent of Alston & Bird LLP, as counsel to the Company (included in Exhibit 5.2).
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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SIGNATURES
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.
(Registrant)
Date: September 23, 2003 By: /s/ Victor M. Suglia
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Victor M. Suglia
Senior Vice President,
Chief Financial Officer,
Treasurer and Secretary
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