UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
August 21, 2019
(Date of Report; Date of Earliest Event Reported)
STEIN MART, INC.
(Exact name of registrant as specified in its charter)
Florida | 0-20052 | 64-0466198 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1200 Riverplace Blvd., Jacksonville, Florida 32207
(Address of Principal Executive Offices Including Zip Code)
(904)346-1500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act(§240.12b-2 of this chapter).
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.01 par value | SMRT | The NASDAQ Global Select Market |
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On August 21, 2019, Stein Mart, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its Amended and RestatedCo-Brand and Private Label Credit Card Consumer Program Agreement with Synchrony Bank (the “Agreement”). Under the Amendment, Synchrony Bank waives its rights to require the Company to post cash reserves to cure the Company’s failure to satisfy one or more of the quarterly financial covenants specified in the Agreement for periods through October 31, 2020. As consideration for Synchrony Bank’s entry into the Amendment, the Company agreed to reduce the amount of fees paid to it under the Agreement. The Company expects the average reduction in monthly fees receivable will range from approximately $105,000 to $120,000. The Company has obtained waivers for its failure to satisfy these covenants in the past and does not expect to satisfy these covenants for at least the next five fiscal quarters.
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
10.1 | Amendment to the Amended and RestatedCo-Brand and Private Label Credit Card Consumer Program Agreement with Synchrony Bank, dated August 21, 2019, by and among the Company and Synchrony Bank.* |
* | Certain portions of the exhibit have been omitted pursuant to RegulationS-K Item 601(b) because it is both (i) not material to investors and (ii) likely to cause competitive harm to the Company if publicly disclosed. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
STEIN MART, INC. (Registrant) | ||||||
Date: August 23, 2019 | By: | /s/ James B. Brown | ||||
James B. Brown | ||||||
Executive Vice President and Chief Financial Officer |