As filed with the Securities and Exchange Commission on August 23, 1996 Registration No. 33-88176 SECURITIES AND EXCHANGE COMMISSION AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 STEIN MART, INC. (Exact Name of registrant as specified in its charter) Florida 64-0466198 (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 1200 Riverplace Boulevard, Jacksonville, Florida 32207 (Address of principal executive offices) (zip code) STEIN MART EMPLOYEE STOCK PLAN (Full title of the Plan) John H. Williams, Jr. President and Chief Operating Officer Stein Mart, Inc. 1200 Riverplace Boulevard Jacksonville, Florida 32207 (Name and address of agent for service) (904) 346-1500 (Telephone number, including area code, of agent for service) Copy to: Linda Y. Kelso Foley & Lardner 200 Laura Street Jacksonville, Florida 32202 (904) 359-2000 Calculation of Registration Fee - --------------------------------------------------------------------------------------- Title of each Proposed Proposed class of maximum maximum securities to be Amount to be offering price aggregate Amount of registered registered(1) per share offering price registration fee(2) - --------------------------------------------------------------------------------------- Common Stock, 542,000 $23.8125 $12,906,375 $4,450.47 $0.01 par value shares - --------------------------------------------------------------------------------------- (1) Plus an indeterminate number of shares which may be issued as a result of anti-dilution provisions contained in the Plan. (2) Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, the registration fee has been calculated on the basis of the average of the high and low prices of the registrant's Common Stock as reported on the Nasdaq National Market on August 19, 1996. This Amendment No. 1 is being filed pursuant to Instruction E of Form S-8 and amends the Form S-8 previously filed by the Registrant with the Securities and Exchange Commission (Registration No. 33-88176). The provisions of such Registration Statement are incorporated herein by reference. 1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Jacksonville, State of Florida, on August 21, 1996. STEIN MART, INC. By/s/ Jay Stein -------------------------------------------- Jay Stein, Chairman of the Board Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Date: August 21, 1996 /s/ Jay Stein ------------------------------------------------------- Jay Stein, Chairman of the Board and Chief Executive Officer (Principal Executive Officer) Date: August 21, 1996 /s/ John Williams, Jr. -------------------------------------------------------- John H. Williams, Jr., President, Chief Operating Officer and Director Date: August 21, 1996 /s/ James G. Delfs -------------------------------------------------------- James G. Delfs, Senior Vice President, Finance and Chief Financial Officer Date: August 21, 1996 /s/ Clayton E. Roberson, Jr. -------------------------------------------------------- Clayton E. Roberson, Jr., Vice President. Controller Date: August 21, 1996 /s/ Mason Allen -------------------------------------------------------- Mason Allen, Director Date: August 21, 1996 /s/ Robert D. Davis --------------------------------------------------------- Robert D. Davis, Director Date: August 21, 1996 /s/ Albert Ernest, Jr. --------------------------------------------------------- Albert Ernest, Jr., Director Date: August 21, 1996 /s/ Mitchell W. Legler --------------------------------------------------------- Mitchell W. Legler, Director Date: August 21, 1996 /s/ James H. Winston --------------------------------------------------------- James H. Winston, Director *By:_____________________________ Attorney-in-Fact 2 EXHIBIT INDEX Sequential Page No. 4A. Employee Stock Plan (Filed as Exhibit 10G to Registration Statement No. 33-46322 and incorporated herein by reference) 4B. Form of Non-Qualified Stock Option Agreement (Filed as Exhibit 10H to Registration Statement No. 33-46322 and incorporated herein by reference) 4C. Form of Incentive Stock Option Agreement (Filed as Exhibit 10I to Registration Statement No. 33-46322 and incorporated herein by reference) 5. Opinion of Foley & Lardner as to the legality of the securities 4-5 to be issued 23A. Consent of Foley & Lardner (included in Opinion filed as Exhibit 5) 23B. Consent of Price Waterhouse 6 24. Power of Attorney (previously filed) 3