Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Form S-1 Kirkland's Inc. 96 586K
2: EX-2.1 Recapitalization Agreement Dated June 12, 1996 99 364K
3: EX-2.2 Contribution, Redemption and Purchase Agmt.4-29-98 31 106K
4: EX-3.1 Amended and Restated Charter of Kirkland's, Inc. 17 73K
5: EX-3.2 Form of Amended and Restated Charter of Kirkland's 21 85K
6: EX-3.3 Bylaws of Kirkland's, Inc. 14 56K
7: EX-3.4 Form of Amended & Restated Bylaws of Kirkland's 25 95K
8: EX-4.1 Specimen Stock Certificate 2 13K
9: EX-10.1 Credit Agreement Dated as of June 12, 1996 141 514K
17: EX-10.10 1998 Incentive Plan 15 63K
18: EX-10.11 Employee Stock Purchase Plan 10 37K
19: EX-10.12 401(K) Plan 113 443K
20: EX-10.13 Shareholders Agreement Dated as of June 12, 1996 43 142K
21: EX-10.14 Redemption Agreement Dated December 26, 1997 7 31K
10: EX-10.2 Senior Subordinated Note Due 2003 6 23K
11: EX-10.3 Advent Fee Agreement Dated as of June 12, 1996 4 22K
12: EX-10.4 Registration Rights Agreement Dated as of 6-12-98 34 121K
13: EX-10.5 Consulting Agreement by and Between the Company 4 22K
14: EX-10.6 Employment Agreement Dated June 12, 1996 7 29K
15: EX-10.8 Employment Agreement Dated as of Feb. 1, 1998 5 25K
16: EX-10.9 1996 Executive and Non-Qualified Stock Option Plan 10 42K
22: EX-23.1 Consent of Price Waterhouse LLP 1 9K
23: EX-23.2 Consent of Kpmg Peat Marwick LLP 1 9K
24: EX-27.1 ƒ Financial Data Schedule 1 10K
25: EX-27.2 ƒ Financial Data Schedule 1 10K
26: EX-27.3 ƒ Financial Data Schedule 1 10K
27: EX-27.4 ƒ Financial Data Schedule 1 10K
28: EX-27.5 ƒ Financial Data Schedule 1 10K
EX-10.3 — Advent Fee Agreement Dated as of June 12, 1996
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EXHIBIT 10.3
KIRKLAND'S, INC.
P.O. BOX 7222
JACKSON, TN 38303-7222
June 12, 1996
Advent International Corporation
101 Federal Street
Boston, MA 02110
RE: Transaction Fees
Gentlemen:
Kirkland's, Inc., a corporation incorporated under Tennessee
law ("Kirkland's"), and the other corporations listed on the signature pages
hereto (such other corporations, together with Kirkland's, collectively the
"Companies") hereby agree to pay to Advent International Corporation ("Advent"),
on the date hereof, an amount equal to One Million Dollars ($1,000,000) (the
"Fee") in consideration for the services which have been provided by Advent to
the Companies in connection with the structuring of the transactions
contemplated by that certain Recapitalization Agreement, dated April 26, 1996,
among Kirkland Holdings L.L.C. ("Holdings"), the Companies, Carl Kirkland,
Robert Kirkland, Bruce Moore and Robert Alderson, as amended on or about the
date hereof (as amended, the "Recapitalization Agreement").
The Fee shall be payable $500,000 in cash and $500,000 through
a reduction in the purchase price for the purchase of common stock and Class A
Preferred Stock being purchased by Holdings pursuant to the Recapitalization
Agreement.
This agreement may be signed in counterparts which when taken
together will constitute the entire agreement.
Please acknowledge your receipt of the sum specified above by
signing where indicated below.
Sincerely,
ATTEST: KIRKLAND'S, INC.
By: /s/Robert E. Alderson By: /s/ Carl Kirkland
--------------------- ------------------
Robert E. Alderson Carl Kirkland
Vice-President President
Corporate Name
--------------
101 Kirkland's of Carolina, Inc.
102 Kirkland's of Charlotte, Eastland Mall, Inc.
103 Kirkland's of Tennessee, Inc.
104 K. C. Corp. Inc.
107 Kirkland's of Greensboro, Four Seasons Mall, Inc.
109 Kirkland's of Fayetteville, Cross Creek Mall, Inc.
110 Kirkland's of Wilmington, Independence Mall, Inc.
111 Kirkland's III, Jackson-Metro Center, Inc.
114 Kirkland's of Memphis, Tennessee, Laurelwood Shopping Center, Inc.
115 Kirkland's of Ridgeland, Mississippi, Northpark Mall, Inc.
116 Kirkland's of Knoxville, East Towne Mall, Inc.
117 Kirkland's of Huntsville, Madison Square Mall, Inc.
118 Kirkland's of Valley View Mall, Roanoke, VA, Inc.
119 Kirkland's of Nashville, Hickory Hollow Mall, Inc.
120 Kirkland's of Birmingham, Riverchase Galleria, Inc.
122 Kirkland's of BriarCliffe Mall, Myrtle Beach, South Carolina, Inc.
123 Kirkland's of Pecanland Mall, Monroe, LA, Inc.
125 Kirkland's of Towne Center at Cobb, Atlanta, GA, Inc.
126 Kirkland's of Gwinnett Place, Atlanta, GA, Inc.
127 Kirkland's of Rivergate Mall, Nashville, TN, Inc.
128 Kirkland's of Peachtree Mall, Columbus, GA, Inc.
129 Kirkland's of Cumberland Mall, Atlanta, GA, Inc.
130 Kirkland's of Hamilton Place Mall, Chattanooga, TN, Inc.
131 Kirkland's of Houston Galleria, Houston, TX, Inc.
132 Kirkland's of Mall of Memphis, Memphis, TN, Inc.
134 Kirkland's of Woodland Hills Mall, Tulsa, OK, Inc.
135 Kirkland's of Dayton Mall, Dayton, OH, Inc.
136 Kirkland's of Oxmoor Center, Louisville, KY, Inc.
137 Kirkland's of South Square Mall, Durham, NC, Inc.
138 Kirkland's of Valley View Center, Dallas, TX, Inc.
139 Kirkland's of Chesterfield Towne Center, Richmond, VA, Inc.
140 Kirkland's of Park Plaza, Little Rock, AR, Inc.
141 Kirkland's of Montgomery Mall, Montgomery, AL, Inc.
142 Kirkland's of Southlake Mall, Atlanta, GA, Inc.
143 Kirkland's of Southpark Mall, Richmond, VA, Inc.
144 Kirkland's of Eastland Mall, Evansville, IN, Inc.
145 Kirkland's of Fayette Mall, Lexington, KY, Inc.
146 Kirkland's of Hickory Ridge Mall, Memphis, TN, Inc.
148 Kirkland's of Regency Square Mall, Jacksonville, FL, Inc.
149 Kirkland's of McCain Mall, Little Rock, AR, Inc.
150 Kirkland's of River Ridge Mall, Lynchburg, VA, Inc.
151 Kirkland's of Bel Air Mall, Mobile, AL, Inc.
152 Kirkland's of The Mall at Barnes Crossing, Tupelo, MS, Inc.
153 Kirkland's of Cortana Mall, Baton Rouge, LA, Inc.
154 Kirkland's of Bellevue Center, Nashville, TN, Inc.
155 Kirkland's of Tri-County Mall, Cincinnati, OH, Inc.
156 Kirkland's of The Mall of the Avenues, Jacksonville, FL, Inc.
157 Kirkland's of Eastwood Mall, Birmingham, AL, Inc.
158 Kirkland's of Lakeside Mall, New Orleans, LA, Inc.
159 Kirkland's of Carolina Place, Charlotte, N.C., Inc.
160 Kirkland's of Cary Village Mall, Raleigh, N.C., Inc.
161 Kirkland's of Cool Springs Galleria, Nashville, TN, Inc.
162 Kirkland's of Kenwood Towne Centre, Cincinnati, OH, Inc.
# Corporate Name
- --------------
163 Kirkland's of St. Louis Galleria, St. Louis, MO, Inc.
164 Kirkland's of Wiregrass Commons Mall, Dothan, AL, Inc.
165 Kirkland's of Regency Mall, Richmond, VA, Inc.
166 Kirkland's of Florence, Florence, KY, Inc.
167 Kirkland's of Acadiana Mall, Lafayette, LA, Inc.
168 Kirkland's of Padre Staples Mall, Corpus Christi, TX, Inc.
169 Kirkland's of Belden Village, Canton, OH, Inc.
170 Kirkland's of West Oaks Mall, Houston, TX, Inc.
171 Kirkland's of Charleston Town Center, Charleston, W. VA, Inc.
172 Kirkland's of Crestwood Plaza, St. Louis, MO, Inc.
173 Kirkland's of White Marsh Mall, Baltimore, MD, Inc.
174 Kirkland's of Collin Creek Mall, Dallas, TX, Inc.
175 Kirkland's of Baybrook Mall, Houston, TX, Inc.
176 Kirkland's of Governor's Square Mall, Tallahassee, FL, Inc.
178 Kirkland's of Barton Creek Mall, Austin, TX, Inc.
179 Kirkland's of Highland Mall, Austin, TX, Inc.
180 Kirkland's of Battlefield Mall, Springfield, MO, Inc.
181 Kirkland's of Penn Square Mall, Oklahoma City, OK, Inc.
182 Kirkland's of Oak Park Mall, Kansas City, KS, Inc.
183 Kirkland's of Mall St. Vincent, Shreveport, LA, Inc.
184 Kirkland's of Owings Mills Mall, Baltimore, MD, Inc.
185 Kirkland's of Oakwood Center, New Orleans, LA, Inc.
186 Kirkland's of The Mall at Johnson City, Johnson City, TN, Inc.
187 Kirkland's of Glenbrook Mall, Ft. Wayne, IN, Inc.
188 Kirkland's of North Pointe Mall, Atlanta, GA, Inc.
189 Kirkland's of Northpark Mall, Joplin, MO, Inc.
190 Kirkland's of Orlando Fashion Square, Orlando, FL, Inc.
191 Kirkland's of The Mall at Fairfield Commons, Dayton, OH, Inc.
192 Kirkland's of St. Charles Towne Center, Waldorf, MD Inc.
193 Kirkland's of Regency Mall, Florence, AL, Inc.
194 Kirkland's of South Plains Mall, Lubbock, TX, Inc.
195 Kirkland's of The Parks at Arlington, Ft. Worth, TX, Inc.
196 Kirkland's of Parma Town Mall, Cleveland, OH, Inc.
197 Kirkland's of St. Clair Square, St. Louis, MO, Inc.
198 Kirkland's of Turtle Creek Mall, Hattiesburg, MS, Inc.
199 Kirkland's of The Woodlands, Houston, TX, Inc.
200 Kirkland's of Brandon Town Center, Tampa, FL, Inc.
201 Kirkland's of Memorial City Mall, Houston, TX, Inc.
202 Kirkland's of University Mall, Tuscaloosa, AL, Inc.
203 Kirkland's of Santa Rosa Mall, Fort Walton, FL, Inc.
204 Kirkland's of Panama City Mall, Panama City, FL, Inc.
205 Kirkland's of Town East Mall, Mesquite, TX, Inc.
206 Kirkland's of Kentucky Oaks Mall, Paducah, KY, Inc.
207 Kirkland's of Crabtree Valley Mall, Raleigh, N.C., Inc.
208 Kirkland's of Oak Hollow Mall, High Point, N.C., Inc.
209 Kirkland's of Fox Valley Mall, Chicago, IL, Inc.
210 Kirkland's of Hawthorne Mall, Chicago, IL, Inc.
211 Kirkland's of Stratford Square, Chicago, IL, Inc.
212 Kirkland's of Orland Square, Chicago, IL, Inc.
214 Kirkland's of Coastland Mall, Naples, FL, Inc.
215 Kirkland's of Edgewater Mall, Biloxi, MS, Inc.
216 Kirkland's of Town Center Plaza, Kansas City, KS, Inc.
217 Kirkland's of Castleton Square, Indianapolis, IN., Inc.
218 Kirkland's of Cordova Mall, Pensacola, FL, Inc.
219 Kirkland's of University Park, South Bend, IN, Inc.
220 Kirkland's of Westgate Mall, Amarillo, TX, Inc.
221 Kirkland's of Westgate Mall, Spartanburg, SC, Inc.
222 Kirkland's of Meridian Mall, Lansing, MI, Inc.
223 Kirkland's of Cottonwood Mall, Albuquerque, NM, Inc.
224 Kirkland's of University Mall, Tampa, FL, Inc.
ATTEST:
By: By: /s/ Carl Kirkland
-------------------- ---------------------
Title: Carl Kirkland
President
Accepted:
ADVENT INTERNATIONAL CORPORATION
By: /s/ David M. Mussafer
------------------------------
David M. Mussafer
President
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 5/1/98 | | | | | | | None on these Dates |
| | 6/12/96 | | 1 |
| | 4/26/96 | | 1 |
| List all Filings |
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