-----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, OcGO9HKeboXAhmIsrXov3gbsmxMAFaq+LRP+HpaIIQPMFIPmaPwp7AqO7dLblI8x h+pBcpx+Ls+TtFbdjLJWog== 0000897069-97-000254.txt : 19970530 0000897069-97-000254.hdr.sgml : 19970530 ACCESSION NUMBER: 0000897069-97-000254 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970529 EFFECTIVENESS DATE: 19970529 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: STEIN MART INC CENTRAL INDEX KEY: 0000884940 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 640466198 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-88176 FILM NUMBER: 97616111 BUSINESS ADDRESS: STREET 1: 1200 RIVERPLACE BLVD CITY: JACKSONVILLE STATE: FL ZIP: 32207 BUSINESS PHONE: 9043461500 MAIL ADDRESS: STREET 1: 1200 RIVERPLACE BLVD CITY: JACKSONVILLE STATE: FL ZIP: 32207 S-8 POS 1 STEIN MART'S S-8 POST-EFFECTIVE AMENDMENT NO. 2 As filed with the Securities and Exchange Commission on May 29, 1997 Registration No. 33-88176 SECURITIES AND EXCHANGE COMMISSION POST-EFFECTIVE AMENDMENT NO. 2 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 Julia B. Davis Foley & Lardner 200 Laura Street Jacksonville, Florida 32202 (904) 359-2000 Calculation of Registration Fee Proposed Proposed Title of each maximum maximum class of offering aggregate Amount of securities to Amount to price per offering registration be registered be registered(1) share(2) price(2) on fee(2) Common Stock, 1,500,000 shares $30.065 $45,097,50 $13,665.91 $0.01 par value (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 May 23, 1997. This Amendment No. 2 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. 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 May 12, 1997. STEIN MART, INC. By /s/ Jay Stein Jay Stein, Chairman of the Board SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears on the Signature Page to this registration statement constitutes and appoints John H. Williams, Jr., James G. Delfs and Clayton E. Robertson, Jr., and each or any of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post- effective amendments to this registration statement and any and all registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits and other documents in connection therewith, with the Securities and Exchange Commission, and grants unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. 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: May 12, 1997 /s/ Jay Stein Jay Stein, Chairman of the Board and Chief Executive Officer (Principal Executive Officer) Date: May 12, 1997 /s/ John H. Williams, Jr. John H. Williams, Jr., President, Chief Operating Officer and Director Date: May 12, 1997 /s/ James G. Delfs James G. Delfs, Senior Vice President, Finance and Principal Financial Officer Date: May 12, 1997 /s/ Clayton E. Roberson, Jr. Clayton E. Roberson, Jr., Controller Date: May 12, 1997 /s/ Mason Allen Mason Allen, Director Date: May 12, 1997 /s/ Pete Carpenter Pete Carpenter, Director Date: May 12, 1997 /s/ Albert Ernest, Jr. Albert Ernest, Jr., Director Date: May 12, 1997 /s/ Mitchell W. Legler Mitchell W. Legler, Director Date: May 12, 1997 /s/ Michael D. Rose Michael D. Rose, Director Date: May 12, 1997 /s/ James H. Winston James H. Winston, Director 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 to be issued 23A. Consent of Foley & Lardner (included in Opinion filed as Exhibit 5) 23B. Consent of Price Waterhouse 24. Power of Attorney (included on signature page of this Registration Statement) EX-5 2 OPINION OF FOLEY & LARDNER EXHIBIT 5 FOLEY & LARDNER POST OFFICE BOX 240 JACKSONVILLE, FLORIDA 32201-0240 THE GREENLEAF BUILDING 200 LAURA STREET 32202-3527 TELEPHONE (904) 359-2000 FACSIMILE (904) 359-8700 May 28, 1997 VIA EDGAR Stein Mart, Inc. 1200 Riverplace Boulevard Jacksonville, FL 32207 Re: Registration Statement on Form S-8 Relating to Shares of Common Stock Issuable Pursuant to Stein Mart Employee Stock Plan Ladies and Gentlemen: This opinion is being furnished in connection with Amendment No. 2 to the Registration Statement on Form S-8 (the "Registration Statement") of Stein Mart, Inc. (the "Company"), under the Securities Act of 1933, as amended, for the registration of 1,500,000 additional shares of common stock par value $0.01 (the "Shares") issuable pursuant to the Stein Mart Employee Stock Plan (the "Plan"). We have examined and are familiar with the following: A. Articles of Incorporation of the Company, as amended, as filed in the Office of the Secretary of State of the State of Florida; B. Bylaws of the Company; C. The proceedings of the Board of Directors and shareholders of the Company in connection with the adoption of the Plan and the amendment thereof to include the Shares; and D. Such other documents, Company records and matters of law as we have deemed to be pertinent. Based on the foregoing, it is our opinion that: 1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Florida. 2. The Shares have been duly authorized and when issued in accordance with the terms of the Plan will be duly and validly issued, fully paid and nonassessable. We hereby consent to the inclusion of this opinion as Exhibit 5 in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Securities and Exchange Commission promulgated thereunder. Sincerely, FOLEY & LARDNER By /s/ Linda Y. Kelso Linda Y. Kelso LYK:dkm EX-23 3 EXHIBIT 23B EXHIBIT 23B CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Stein Mart, Inc. of our report dated February 14, 1997, which appears on page 13 of the 1996 Annual Report to Shareholders of Stein Mart, Inc., which is incorporated by reference in Stein Mart, Inc.'s Annual Report on Form 10-K for the year ended December 28, 1996. Price Waterhouse LLP Certified Public Accounts Orlando, Florida May 27, 1997 -----END PRIVACY-ENHANCED MESSAGE-----