UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________
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):
December 8, 2005 (December 2, 2005)
Friedman's Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-22356 58-20583
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
171 Crossroads Parkway
Savannah, Georgia 31422
(Address of Principal Executive Offices)
(912) 233-9333
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On December 2, 2005, Friedman's Inc. ("Friedman's" or the "Company")
issued a press release announcing that, in connection with its ongoing
cooperation with the United States Attorney's Office for the Eastern District
of New York (the "EDNY") and the United States Securities and Exchange
Commission (the "SEC"), the Company has entered into settlement agreements with
both agencies. Since approximately September 2003 the SEC and the EDNY have
been conducting investigations into certain of Friedman's activities during the
time period between approximately 1999 and 2003. The settlements with the EDNY
and the SEC are subject to approval by the U.S. Bankruptcy Court for the
Southern District of Georgia, Savannah Division (the "Bankruptcy Court") and/or
district court approval. The text of the press release is attached as Exhibit
99.1 to this Current Report.
The Non-Prosecution Agreement ("NPA") entered into with the EDNY
provides, among other things, that Friedman's will pay $2 million to the United
States Postal Inspection Service's Consumer Fraud Fund to support fraud
prevention and consumer education initiatives. Furthermore, Friedman's agrees
to make certain reforms to its corporate governance and financial accounting
controls. In accordance with the NPA, no criminal charges will be filed against
the Company. The text of the NPA and documents related thereto are attached as
Exhibit 10.1 to this Current Report.
Under the terms of the settlement with the SEC (the "Consent"), no
monetary fines will be imposed, but the Company has agreed to consent to a
permanent injunction against future violations of the antifraud, reporting,
books and records and internal control provisions of the federal securities
laws. The text of the Consent and documents related thereto are attached as
Exhibit 10.2 to this Current Report. Furthermore, under the terms of an
additional settlement with the SEC, Friedman's has consented to the entry of an
order (the "SEC Order") by the SEC that revokes the registration of each class
of its securities. The text of the form of the SEC Order and a related Offer of
Settlement in connection with the foregoing, are attached as Exhibit 99.2 and
99.3, respectively, to this Current Report.
Item 8.01 Other Events.
On December 5, 2005 the Bankruptcy Court entered an order (the "IRS
Order") regarding the terms of a settlement between the Company and the
Internal Revenue Service (the "IRS") in connection with certain tax claims
asserted by the IRS against Friedman's for the years 2001, 2002, 2003 and 2004.
The text of the SEC Order is attached as Exhibit 99.4 to this Current Report
and incorporated by reference into this Item.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
------ -----------
Exhibit 10.1 Non-Prosecution Agreement by and between Friedman's Inc.
and the United States Attorney's Office for the Eastern
District of New York
Exhibit 10.2 Complaint and Consent of Friedman's Inc. and Proposed
Final Judgment
Exhibit 99.1 Press Release, dated December 2, 2005
Exhibit 99.2 Form of Order Instituting Proceedings, Making Findings,
and Revoking Registration of Securities Pursuant
to Section 12(j) of the Securities Exchange Act of 1934
Exhibit 99.3 Offer of Settlement of Friedman's Inc.
Exhibit 99.4 Order of the Bankruptcy Court, entered December 5, 2005,
regarding the Internal Revenue Service's Proofs of Claim
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.
Date: December 8, 2005 By: /s/ C. Steven Moore
----------------------------
C. Steven Moore
Chief Administrative Officer
and General Counsel
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
Exhibit 10.1 Non-Prosecution Agreement by and between Friedman's Inc.
and the United States Attorney's Office for the Eastern
District of New York
Exhibit 10.2 Complaint and Consent of Friedman's Inc. and Proposed
Final Judgment
Exhibit 99.1 Press Release, dated December 2, 2005
Exhibit 99.2 Form of Order Instituting Proceedings, Making Findings,
and Revoking Registration of Securities Pursuant
to Section 12(j) of the Securities Exchange Act of 1934
Exhibit 99.3 Offer of Settlement of Friedman's Inc.
Exhibit 99.4 Order of the Bankruptcy Court, entered December 5, 2005,
regarding the Internal Revenue Service's Proofs of Claim