-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FP9FBZoUAM/i7BPp3vYfU6arI/joAcDph9GxO1L7c2w+I4Sv0QAC4U0c3jjUZmr9 uLyCXlYDMRP6TKhI5iOlWA== 0000895447-98-000002.txt : 19980113 0000895447-98-000002.hdr.sgml : 19980113 ACCESSION NUMBER: 0000895447-98-000002 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980109 EFFECTIVENESS DATE: 19980109 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHOE CARNIVAL INC CENTRAL INDEX KEY: 0000895447 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 351736614 STATE OF INCORPORATION: IN FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-44047 FILM NUMBER: 98504395 BUSINESS ADDRESS: STREET 1: 8233 BAUMGART ROAD CITY: EVANSVILLE STATE: IN ZIP: 47711 BUSINESS PHONE: 8128674039 MAIL ADDRESS: STREET 1: 8233 BAUMGART RD CITY: EVANSVILLE STATE: IN ZIP: 47711 S-8 1 REGISTRATION STATMENT As filed with the Securities and Exchange Commission on January 9, 1998. Registration No. 33-_________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------- SHOE CARNIVAL, INC. (Exact name of registrant as specified in its charter) Indiana 35-1736614 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 8233 Baumgart Road, Evansville, Indiana 47711 (Address of Principal Executive Offices) (Zip Code) SHOE CARNIVAL, INC. 1993 STOCK OPTION AND INCENTIVE PLAN (Full title of the plan) Mark L. Lemond 8233 Baumgart Road Evansville, Indiana 47711 (Name and address of agent for service) (812) 867-6471 (Telephone number, including area code, of agent for service) Copies to: James A. Aschleman Baker & Daniels 300 North Meridian Street, Suite 2700 Indianapolis, Indiana 46204 (317) 237-0300 CALCULATION OF REGISTRATION FEE Title of Proposed maximum Proposed maximum Amount of Securities Amount to be offering price aggregate registration to registered registered(1) per share(2) offering price(2) fee - --------------- -------------------------------- ------------------ ------------ Common Stock, without par value......... 600,000 shares $8.375(3) $5,025,000(3) 1,482.38(3) =============== ================================ ================== ============ (1) Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities Act"), this Registration Statement, also registers such additional shares of Common Stock as may be offered or issued to prevent dilution resulting from stock splits, stock dividends and similar transactions. (2) It is impracticable to state the maximum offering price. Shares offered pursuant to incentive stock options granted under the 1993 Stock Option and Incentive Plan are to be offered at not less than the market value of one share of common stock of Shoe Carnival, Inc. on the date such incentive stock options are granted. (3) Estimated solely for purposes of calculating the registration fee and computed in accordance with Rule 457(c) under the Securities Act using the average of the high and low prices of the Common Stock as reported by NASDAQ on January 8, 1998, which was $8.375 per share. The Registrant's Registration Statement on Form S-8 (Registration No. 33-74050) is incorporated herein by reference. -1- SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Evansville, State of Indiana, on the 8th day of December, 1997. SHOE CARNIVAL, INC. By: /s/ Mark L. Lemond Mark L. Lemond, President and Chief Executive Officer POWER OF ATTORNEY Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in their respective capacities and on the respective dates indicated opposite their names. Each person whose signature appears below hereby authorizes Mark L. Lemond and W. Kerry Jackson, each with full power of substitution, to execute in the name and on behalf of such person any post-effective amendment to this Registration Statement and to file the same, with exhibits thereto, and other documents in connection therewith, making such changes in this Registration Statement as the registrant deems appropriate, and appoints each of Mark L. Lemond and W. Kerry Jackson, each with full power of substitution, attorney-in-fact to sign any amendment and any post-effective amendment to this Registration Statement and to file the same, with exhibits thereto, and other documents in connection therewith. Signature Title Date --------- ----- ---- /s/ J. Wayne Weaver Chairman of the Board and December 8, 1997 J. Wayne Weaver Director /s/ Mark L. Lemond President, Chief Executive December 8, 1997 Mark L. Lemond Officer and Director (Principal Executive Officer) /s/ W. Kerry Jackson Vice President, Chief Financial December 8, 1997 W. Kerry Jackson Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) -2- Signature Title Date --------- ----- ---- /s/ William E. Bindley Director December 8, 1997 William E. Bindley /s/ Gerald W. Schoor Director December 8, 1997 Gerald W. Schoor -3- INDEX TO EXHIBITS Exhibit No. Description of Exhibit 4.1 Restated Articles of Incorporation of Registrant (The copy of this Exhibit filed as Exhibit 3.1 to the Company's Current Report on Form 8-K dated July 17, 1996 is incorporated by reference.) 4.2 By-Laws of Registrant, as amended to date. (The copy of this Exhibit filed as Exhibit 3-B to the Company's Quarterly Report on Form 10-Q for the quarter ended November 2, 1996 is incorporated by reference.) 4.3 1993 Stock Option and Incentive Plan of Registrant, as amended to date. (The copy of this Exhibit filed as Exhibit 10-E to the Company's Quarterly Report on Form 10-Q for the quarter ended August 2, 1997 is incorporated by reference.) 5 Opinion of Baker & Daniels, counsel for Registrant, as to the legality of the securities being registered. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Baker & Daniels (included in Baker & Daniels Opinion filed as Exhibit 5). 24 Power of Attorney (included on the Signature Page of the Registration Statement). -4- Exhibit 5 BAKER & DANIELS 300 North Meridian Street, Suite 2700 Indianapolis, Indiana 46204 December 29, 1997 Shoe Carnival, Inc. 8233 Baumgart Road Evansville, Indiana 47711 Gentlemen: We have examined the corporate records and proceedings of Shoe Carnival, Inc., an Indiana corporation ("Company"), with respect to (a) the organization of the Company, and (b) the legal sufficiency of all corporate proceedings of the Company taken in connection with the authorization, reservation for issuance, validity and nonassessability of the additional 600,000 shares of common stock of the Company, without par value ("Common Stock") that may be issued under the Company's 1993 Stock Option and Incentive Plan (the "1993 Plan"), pursuant to the Company's Registration Statement on Form S-8 ("Registration Statement"), in connection with which this opinion is given. Based upon such examination, we are of the opinion that: 1. The Company is a duly organized and validly existing corporation under the laws of the State of Indiana. 2. When the Registration Statement shall have become effective and the shares of Common Stock offered pursuant thereto have been issued and sold in accordance with the terms of the 1993 Plan such shares will be validly authorized, legally issued, and fully paid and nonassessable. Our opinion expressed above is limited to the federal law of the United States and the law of the State of Indiana. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder. Yours very truly, /s/ Baker & Daniels BAKER & DANIELS -5- Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Shoe Carnival, Inc. on Form S-8 of our report dated March 7, 1997, appearing in the Annual Report on Form 10-K of Shoe Carnival, Inc. for the fiscal year ended February 1, 1997. Deloitte & Touche LLP Stamford, Connecticut January 9, 1998 -6- -----END PRIVACY-ENHANCED MESSAGE-----