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As filed with the Securities and Exchange |
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SHOE CARNIVAL, INC.
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Indiana |
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35-1736614 |
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(State or other jurisdiction of |
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(IRS Employer Identification Number) |
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8233 Baumgart Road |
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47725 |
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(Address of principal executive offices) |
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(Zip code) |
SHOE CARNIVAL, INC.
2000 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
Mark L. Lemond
President and Chief Executive Officer
8233 Baumgart Road
Evansville, Indiana 47725
(812) 867-6471
Copies to:
CALCULATION OF REGISTRATION FEE
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Title of Securities |
Amount to be |
Proposed maximum offering price per share (2) |
Proposed maximum aggregate offering price (2) |
Amount of |
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Common Stock, |
500,000 shares |
$ 14.84 (3) |
$ 7,420,000 (3) |
$ 940.11 (3) |
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(1) |
Pursuant to Rule 416(a) 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. |
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(2) |
It is impracticable to state the maximum offering price. Shares offered pursuant to incentive stock options granted under the Registrant's 2000 Stock Option and Incentive Plan are to be offered at not less than the last reported sale price of one share of Common Stock as reported by the Nasdaq National Market System on the date such stock options are granted. |
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(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 the Nasdaq National Market System on June 30, 2004, which was $14.84 per share. |
The Registrant's Registration Statement on Form S-8 (Registration No. 333-60114) is incorporated herein by reference.
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SIGNATURES
The Registrant. 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 Evansville, State of Indiana, on the 1st day of July, 2004.
SHOE CARNIVAL, INC.
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By: |
/s/ Mark L. Lemond |
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Mark L. Lemond |
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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.
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Signature |
Title |
Date |
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/s/ J. Wayne Weaver |
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Chairman of the Board and Director |
July 1, 2004 |
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J. Wayne Weaver |
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/s/ Mark L. Lemond |
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President, Chief Executive Officer and Director |
July 1, 2004 |
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Mark L. Lemond |
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(Principal Executive Officer) |
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/s/ W. Kerry Jackson |
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Senior Vice President - Chief Financial Officer |
July 1, 2004 |
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W. Kerry Jackson |
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and Treasurer |
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(Principal Financial and Accounting Officer) |
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/s/ William E. Bindley |
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Director |
July 1, 2004 |
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William E. Bindley |
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/s/ Gerald W. Schoor |
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Director |
July 1, 2004 |
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Gerald W. Schoor |
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/s/ James A. Aschleman |
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Director |
July 1, 2004 |
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James A. Aschleman |
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/s/ Kent A. Kleeberger |
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Director |
July 1, 2004 |
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Kent A. Kleeberger |
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INDEX TO EXHIBITS
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Exhibit |
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4.1 |
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Restated Articles of Incorporation of Registrant (The copy of this Exhibit filed as Exhibit 3-A to the Company's Annual Report on Form 10-K for the year ended February 2, 2002 is incorporated herein reference.) |
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4.2 |
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By-Laws of Registrant, as amended to date. (The copy of this Exhibit filed as Exhibit 3-B to the Company's Annual Report on Form 10-K for the year ended February 2, 2002 is incorporated herein by reference.) |
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4.3 |
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Shoe Carnival, Inc. 2000 Stock Option and Incentive Plan (as amended and restated to reflect all amendments adopted through June 11, 2004). (The copy of this Exhibit filed as Appendix B to the Company's Definitive Proxy Statement filed on May 5, 2004 |
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5 |
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Opinion of Baker & Daniels, counsel for Registrant, as to the legality of the securities being registered. |
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23.1 |
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Consent of Deloitte & Touche LLP. |
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23.2 |
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Consent of Baker & Daniels (included in Baker & Daniels Opinion filed as Exhibit 5). |
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24 |
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Power of Attorney (included on the Signature Page of the Registration Statement). |
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