As filed with the Securities and Exchange
Commission on July 14, 1999. Registration No. 333-_________
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.
OUTSIDE DIRECTORS STOCK OPTION 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 AMOUNT PROPOSED PROPOSED AMOUNT OF
Securities TO BE MAXIMUM MAXIMUM REGISTRATION
to be REGISTERED OFFERING AGGREGATE FEE
registered (1) PRICE PER OFFERING
SHARE (2) PRICE (2)
Common Stock, 25,000 shares $16.6875 (3) $417,188 (3) $115.98 (3)
$0.01
par value
(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 non-qualified stock options granted under the Outside
Directors Stock Option Plan are to be offered at not less than the fair
market value of one share of Common Stock on the date such stock options
are granted.
(3) Estimated solely for purposes of calculating the registration fee and
computed in accordance with Rule 457(c) and (h) under the Securities Act
using the average of the high and low prices of the Common Stock as
reported by NASDAQ on July 8, 1999, which was $16.6875 per share.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The Section 10(a) prospectuses for the Shoe Carnival, Inc. Outside
Directors Stock Option Plan is not required to be filed with the Securities
and Exchange Commission as part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company's Annual Report on Form 10-K for the year ended January
31, 1999 and the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act"), including any
amendments or reports filed for the purpose of updating such description,
are incorporated herein by reference. All other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
for which audited financial statements are contained in the annual report
described above are incorporated herein by reference. All documents filed
by the Company pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act after the date hereof and prior to the termination of the
offering of the securities offered hereby shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents with the Commission. The Company will promptly
provide without charge to each person to whom a prospectus is delivered, a
copy of any or all information that has been incorporated herein by
reference (not including exhibits to the information that is incorporated
by reference unless such exhibits are specifically incorporated by
reference into such information), upon the written or oral request of such
person directed to the Secretary of the Company at its principal offices,
8233 Baumgart Road, Evansville, Indiana 47711, (812) 867-6471.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Reference is made to Article VI of the Company's Restated Articles of
Incorporation, as amended to date, and Article V of the Registrant's By-
Laws, as amended to date, which provide that the Registrant shall indemnify
and advance expenses to its currently acting and its former directors,
officers, employees or agents to the fullest extent permitted by applicable
law, as amended from time to time.
The Indiana Business Corporation Law provides in regard to
indemnification of directors and officers as follows:
23-1-37-8. BASIS. (a) A corporation may indemnify an individual made
a party to a proceeding because the individual is or was a director against
liability incurred in the proceeding if:
(1) The individual's conduct was in good faith; and
(2) The individual reasonably believed:
(A) In the case of conduct in the individual's official
capacity with the corporation, that the individual's conduct was
in its best interests; and
(B) In all other cases, that the individual's conduct was at
least not opposed to its best interests; and
(3) In the case of any criminal proceeding, the individual
either:
(A) Had reasonable cause to believe the individual's conduct
was lawful; or
(B) Had no reasonable cause to believe the individuals
conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for
a purpose the director reasonably believed to be in the interests
of the participants in and beneficiaries of the plan is conduct
that satisfies the requirement of subsection (a)(2)(B).
(c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of
conduct described in this section.
23-1-37-9. AUTHORIZED. Unless limited by its articles of
incorporation, a corporation shall indemnify a director who was wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which the director was a party because the director is or was a director of
the corporation against reasonable expenses incurred by the director in
connection with the proceeding.
23-1-37-13. OFFICERS, EMPLOYEES OR AGENTS. Unless a corporation's
articles of incorporation provide otherwise:
(1) An officer of the corporation, whether or not a director, is
entitled to mandatory indemnification under section 9 of this chapter,
and is entitled to apply for court-ordered indemnification under
section 11 of this chapter, in each case to the same extent as a
director;
(2) The corporation may indemnify and advance expenses under this
chapter to an officer, employee, or agent of the corporation, whether
or not a director, to the same extent as to a director; and
(3) A corporation may also indemnify and advance expenses to an
officer, employee, or agent, whether or not a director, to the extent
consistent with public policy, that may be provided by its articles of
incorporation, bylaws, general or specific action of its board of
directors, contract.
23-1-37-15. REMEDY NOT EXCLUSIVE OF OTHER RIGHTS. (a) The
indemnification and advance for expenses provided for or authorized by this
chapter does not exclude any other rights to indemnification and advance
for expenses that a person may have under:
(1) A corporation's articles of incorporation or bylaws;
(2) A resolution of the board of directors or of the
shareholders; or
(3) Any other authorization, whenever adopted, after notice, by a
majority vote of all the voting shares then issued and outstanding.
(b) If the articles of incorporation, bylaws, resolutions of the
board of directors or of the shareholders, or other duly adopted
authorization of indemnification or advance for expenses limit
indemnification or advance for expenses, indemnification and advance for
expenses are valued only to the extent consistent with the articles,
bylaws, resolutions of the board of directors or of the shareholders, or
other duly adopted authorization of indemnification or advance for
expenses.
(c) This chapter does not limit a corporation's power to pay or
reimburse expenses incurred by a director, officer, employee, or agent in
connection with the person's appearance as a witness in a proceeding at a
time when the person has not been made a named defendant or respondent to
the proceeding.
In addition, the Company has a directors' and officers' liability and
company reimbursement policy that insures against certain liabilities,
including liabilities under the Securities Act, subject to applicable
retentions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The list of Exhibits is incorporated herein by reference to the Index
to Exhibits.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii)To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
THE REGISTRANT. 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 6th day of July, 1999.
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 JULY 6, 1999
J. WAYNE WEAVER and Director
/S/ MARK L. LEMOND President, Chief Executive Officer JULY 6, 1999
MARK L. LEMOND and Director (Principal
Executive Officer)
/S/ W. KERRY JACKSON Vice President, Chief Financial JULY 6, 1999
W. KERRY JACKSON Officer and Treasurer
(Principal Financial Officer
and Treasurer (Principal
Accounting Officer)
/S/ WILLIAM E. BINDLEY Director JULY 6, 1999
WILLIAM E. BINDLEY
/S/ GERALD W. SCHOOR Director JULY 6, 1999
GERALD W. SCHOOR
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION OF EXHIBIT
NO.
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 Articles of Amendment of Restated Articles of Incorporation of the
Registrant (The copy of this Exhibit filed as Exhibit 3.A(i) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
August 1, 1998 is incorporated by reference.)
4.3 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.)
4.4 Shoe Carnival, Inc. Outside Directors Stock Option Plan, as amended
to date.
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).