. As filed with the Sccurilics and Exchange Commission on March U, 1985 Registration No. 2-96148 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Crazy Eddie, Inc. (Exact name of registrant as specified In Its charter) Delaware 5732 11-2667288 (State or other jurisdiction (Primary Standard Industrial (l.R.S. Employer of incorporation or organization) Classiftcatlon Code Number) ldentiftcatlon No.) 2845 Coney Island A venue Brooklyn, New York 11235 (718) 934-0100 (Address, including zip code, and telephone number, Including area code, of registrant's principal executive offices) SOLOMON E. ANTAR, ESQ., GENERAL COUNSEL Crazy Eddie, Inc. 2845 Coney Island Avenue Brooklyn, New York 11235 (718) 934-0100 (Name, address, Including zip code, and telephone number, Including area code, of agent for service) Copies to: JAMES L. PURCELL, ESQ; ROGER ANDRUS, ESQ. Paul, Weiss, Rifkind, Cahill Gordon & Reindel Wharton & Garrison 80 Pine Street 345 Park A venue New York, New York 10005 New York, New York 10154 (212) 701-3000 (212) 644-8000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. D CALCULATION OF REGISTRATION FEE :.. Proposed maxJmum Proposed maxJmum Title of each class of securities Amount to offering price aggregate Amount of to be registered be registered per unit(l) offering price(l) registration fee Common Stock, par value $.01 per share ................... 1,350,000 Shares(2) $21 $28,350,000 $5,670(3) (1) The last reported sale price of the Common Stock on March 12, 1985 ($21), used for the purpose of calculating the registration fee pursuant to Rule 457(b). (2) Includes 150,000 shares of Common Stock subject to an over-allotment option granted to the Underwriters. (3) Of such amount, $4,600 was paid in connection with the initial filing of the Registration Statement on March 1, 1985. CRAZY EDDIE, INC. CROSS REFERENCE SHEET Registration Statement Item and Heading Caption In Prospectus 1. Forepart of the Registration Statement and Outside Front Cover Page of Prospectus ......................... Outside Front Cover Page 2. Inside Front and Outside Back Cover Pages of Prospectus Inside Front Cover and Outside Back Cover Pages 3. Summary Information, Risk Factors and Ratio of Earn· ings to Fixed Charges ............................ Prospectus Summary; Investment Considerations; The Company 4. Use of Proceeds ................................. Use of Proceeds 5. Determination of Offering Price ................... Outside Front Cover Page; Under­ writing 6. Dilution ........................................ Not Applicable 7. Selling Security Holders .......................... Principal and Selling Stockholders 8. Plan of Distribution .............................. Outside Front Cover Page; Busi­ ness; Underwriting 9. Description of the Securities to Be Registered ....... Description of Capital Stock; Divi­ dends 10. Interests of Named Experts and Counsel ............ Not Applicable 11. Information with Respect to the Registrant .......... Prospectus Summary; The Company; Investment Considerations; Divi· dends; Capitalization; Price Ran~e of Common Stock; Selected Consolidat­ ed Financial Data; Management's Discussion and Analysis of Financial Condition and Results of Operations; Business; Management; Certain Transactions; PrinciJ?al and Sellin~ Stockholders; Description of Capital Stock; Shares Eligible for Future Sale; Consolidated Financial State­ ments 12. Disclosure of Commission Position on Indemnification for Securities Act Liabilities .......................... Not Applicable 1· PROSPECTUS 1,200,000 Shares Cl41t 19tll ... -~ Common Stock Of the 1,200,000 shares of Common Stock offered hereby, the Underwriters are acquiring 200,000 shares from the Cqmpany and 1,000,000 shares from the Selling Stockholders. See "Principal and Selling Stockholders." On March 12, 1985, the last sale price for the Common Stock on the NASDAQ National Market System, as reported by NASDAQ (symbol: CRZY), was $21. See "Price Range of Common Stock." FOR A DISCUSSION OF MATERIAL RISKS IN CONNECTION WITH THE PURCHASE OF THE SECURITIES OFFERED BY THIS PROSPECTUS, SEE "INVESTMENT CONSIDERATIONS." THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURfflES AND EXCHANGE COMMISSION NOR · HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Underwriting Proceeds to Price to Discounts and Proceeds to Selling Public Comm1Hlone(1) Company(2) Stockholders(2) Per Share ................. $21.00 $1.20 $19.80 $19.80 Total (3) ................... $25,200,000 $1,440,000 $3,960,000 $19,800,000 (1) See "Underwriting" for Information concerning Indemnification of the Underwriters. (2) Before deduction of expenses payable by the Company and the Selling Stockholders, estimated at $53, 175 and $186,825, respectlvely. ' (3) One of the Selling Stockholders has granted the Underwriters the option, exercisable within 30 days of the date hereof, to purchase up to 150,000 additional shares at the Price to Public less Underwriting Discounts and Commissions for the purpose of covering over-allotments, if any. If the Underwriters exercise such option in full, the total Price to Public, Underwriting Discounts and Commissions and Proceeds to Selling Stockholders will be $28,350,000, $1,620,000 and $22,770,000, respectively. See "Underwriting." ' The shares are offered by the several Underwriters when, as and if delivered to and accepted by the Underwriters, subject to their right to reject orders in whole or in part. It is expected that delivery of the shares will be made against payment on or about March 20, 1985, at the office of Oppenheimer & Co., Inc.,· One New York Plaza, New York, New York 10004. m Oppenheimer & Go., Inc. March 13, 1985 AVAILABLE INFORMATION Crazy Eddie, Inc. (the "Company") is subject to the informational requirements of the Securities Exchange Act of 1934 and, in accordance therewith, files reports and other information with the Securities and Exchange Commission (the "Commission"). Such reports and other information can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,_ D.C.; Room 1204, Everett McKinley Dirksen Building, 219 South Dearborn Street, Chicago, Illinois; Room 1100, Jacob K. Javits Federal Building, 26 Federal Plaza, New York, New York; and Suite 500 East, 5757 Wilshire Boulevard, Los Angeles, California; and copies of such material can be obtained from the public reference section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. This Prospectus, which constitutes part of a Registration Statement filed by the Company with the Commission under the Securities Act of 1933, omits certain of the information contained in the Registration Statement. Reference is hereby made to the Registration Statement and to the exhibits relating thereto for further information with respect to the Company and the securities offered hereby. Statements contained herein concerning the provisions of documents filed herewith as exhibits are necessarily sum:maries of such documents, and each such statement is qualified in its entirety by reference to the copy of the applicable document filed with the Commission. The Company intends to distribute to its stockholders annual reports containing audited financial statements and quarterly reports containing certain unaudited financial information for each of the first three quarters of each fiscal year. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHER­ WISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. 2 , PROSPECTUS SUMMARY The following information is qualified in its entirety by the more detailed information and consolidated financial statements appearing elsewhere in this Prospectus. THE COMPANY The Company sells home entertainment and consumer electronic products through a chain of retail stores located in New York, New Jersey and Connecticut. All of the Company's stores are operated under the Crazy Eddie name, and are located in New York City or within the surrounding 50-mile radius. The Company's marketing strategy is to promote the "Crazy Eddie" name more than particular brand name merchandise or specific prices by aggressively advertising, primarily on radio and television, the low prices, customer service and product selection available to customers at each Crazy Eddie store. The Company carries a broad range of products at each of its stores in order to provide customers with a wide selection of high quality, nationally recognized brand name merchandise . • Because of the purchasing power generated by the strong consumer recognition of the Crazy Eddie name in the Company's geographic market and by the sales volume of the Company's stores, the Company is able to purchase merchandise directly from manufacturers on terms that it believes to be more favorable,