UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): July 6 27, 2005

MAYOR’S JEWELERS, INC.

(Exact Name of Registrant as Specified in Charter)

DELAWARE	1-9647	59-2290953
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or OtherJurisdiction ofIncorporation)	(Commission File Number)	(IRS EmployerIdentification No.)

14051 Northwest 14th Street, Suite 200 Sunrise, Florida 33323

Sunrise, Florida 33323

(Address of Principal Executive Offices)

954-846-8000

(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 (see General Instruction A.2. below):

¨ 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 July 6 27, 2005, Mayor’s Jewelers, Inc., a Delaware corporation (the “Company”) , entered into an ~~Employment~~amendment ~~Agreement~~to (the “Agreement”) ~~with~~and ~~Michael~~Plan ~~Rabinovitch~~of toMerger ~~serve as Senior Vice-President~~ and ~~Chief~~Reorganization ~~Financial~~(the ~~Officer~~“Merger”), ofby ~~the~~and ~~Company,~~among ~~effective~~Henry ~~August~~Birks & 1,Sons ~~2005~~Inc., ~~Under~~a ~~the~~Canadian ~~terms~~corporation of(“Birks”), ~~the~~Birks ~~Agreement~~Merger Corporation, ~~Mr.~~a ~~Rabinovitch~~Delaware ~~will receive~~corporation anand ~~annual~~a ~~gross~~wholly ~~base~~owned ~~salary~~subsidiary of ~~$300,000,~~Birks ~~subject~~(“Merger toSub”), ~~annual~~and ~~increases as determined at~~ the Company’s ~~discretion~~(the “Amendment”). ~~Other~~The ~~compensation~~Amendment ~~and~~provides ~~benefits~~that ~~include~~as ana ~~annual~~condition ~~performance-based~~to ~~bonus,~~Birks’ ~~guaranteed~~and toMerger beSub’s aconsummation ~~minimum~~ of ~~$75~~the Merger,~~000~~ ~~for~~the ~~fiscal year~~Company ~~2005;~~will agrant ~~one-time signing bonus of $35~~125,~~000,~~752 ~~subject~~additional warrants to ~~certain~~purchase ~~continued-employment conditions; eligibility for participation in~~ the Company’s ~~long-term~~common ~~equity~~stock ~~plan~~to ~~and~~Joseph ~~a monthly car and travel expense allowance~~A. ~~The~~Keifer, ~~Company~~Marco ~~may~~Pasteris ~~terminate the~~and ~~Agreement~~Carlo atCoda-Nunziante, ~~any~~eliminate ~~time~~certain ~~with~~anti-dilutive orprovisions ~~without Cause (as defined~~ in the ~~Agreement).~~warrants ~~Mr.~~to ~~Rabinovitch~~purchase ~~may~~the Company’s ~~terminate~~common ~~the~~stock ~~Agreement~~held by ~~giving~~Thomas ~~the~~Andruskevich, ~~Company~~Filippo atRecami ~~least~~and ~~ninety-days~~such ~~written~~individuals, ~~notice.~~revise IfBirks’ ~~the~~amended ~~Company~~by-laws ~~exercises its right~~ to ~~terminate~~provide ~~Mr.~~that ~~Rabinovitch without~~a ~~Cause,~~quorum heshall ~~will~~ be ~~paid~~based ~~his~~on ~~salary~~voting ~~through~~power, ~~his~~and ~~termination~~revise ~~date,~~Birks’ ~~will~~amended ~~receive~~charter ~~the~~to ~~pro~~require ~~rata~~approval ~~share~~ of the ~~bonus~~holders toof ~~which~~Birks heClass ~~would~~B ~~have~~multiple ~~been~~voting ~~entitled~~shares for ~~that~~future ~~fiscal~~equity ~~year, and will receive his salary for an additional six months~~issuances.

~~Item~~On 5July 27, 2005, Birks filed a Registration Statement on Form F-4 (the “Registration Statement”) with the Securities and Exchange Commission which included the Company’s proxy statement for its 2005 special and annual meeting.02 ~~Departure~~The Merger is expected to close in the fourth calendar quarter of ~~Directors~~2005. orThe ~~Principal~~foregoing ~~Officers;~~description ~~Election~~of the Amendment does not purport to be complete and is qualified in its entirety by the provisions of ~~Directors;~~the ~~Appointment~~Amendment, ofwhich ~~Principal~~is ~~Officers~~filed as an exhibit to the Registration Statement.

As discussed in Item 1.01 of this Current Report on Form 8-K, on July 6, 2005, the Company entered into an Employment Agreement with Mr. Rabinovitch to serve as Senior Vice-President and Chief Financial Officer of the Company, effective August 1, 2005.

Mr. Rabinovitch, age 35, is a certified public accountant and brings over 13 years of experience in the financial and accounting arena. From 1999 until the present, Mr. Rabinovitch has been the Vice President of Finance for Claire’s Stores, Inc. His responsibilities at the specialty retail chain with approximately $1.3 billion in revenues included budget development and review, Securities and Exchange Commission and investor reporting, internal management reporting and analyses, investor relations assistance and debt facility management. From 1997 though 1999, Mr. Rabinovitch was the Vice President of Accounting and Corporate Controller for Unicapital Corporation where he was responsible for, among other things, managing the company’s $530 million initial public offering and simultaneous acquisition of twelve non-public entities. Prior to 1997, Mr. Rabinovitch was a senior auditor with Price Waterhouse LLP where he was responsible for the supervision and management of public and privately-held client audits.

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.

	MAYOR’S JEWELERS, INC.
	By:	/s/ Marc Weinstein
	Name:	Marc Weinstein
Dated: July 11, 2005	Title:	Senior Vice President and Chief Administrative Officer


MAYOR’S JEWELERS, INC.

By:		/S/ MARC WEINSTEIN
		Name: Marc Weinstein Title: Senior Vice President and Chief Administrative Officer

Dated: July 28, 2005

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