-----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, Q2x5RRmTwONxz9bKQwpJ9C/UStSs/gvh6zD5EzLVYeMPhA1j2iWoAZfJu1evorPO S73QYm5b0MeDzpwikIrPjQ== 0000895447-96-000009.txt : 19960718 0000895447-96-000009.hdr.sgml : 19960718 ACCESSION NUMBER: 0000895447-96-000009 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960717 EFFECTIVENESS DATE: 19960717 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHOE CARNIVAL INC CENTRAL INDEX KEY: 0000895447 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 351736614 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-80979 FILM NUMBER: 96595676 BUSINESS ADDRESS: STREET 1: 8233 BAUMGART ROAD CITY: EVANSVILLE STATE: IN ZIP: 47711 BUSINESS PHONE: 8128674039 MAIL ADDRESS: STREET 1: 8233 BAUMGART RD CITY: EVANSVILLE STATE: IN ZIP: 47711 S-8 POS 1 As filed with the Commission on July 17, 1996. Registration No. 33-80979 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ POST-EFFECTIVE AMENDMENT NO. 1 TO 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 of (I.R.S. Employer incorporation or organization) Identification No.) 8233 Baumgart Road Evansville, Indiana 47711 (Address of Principal Executive Offices) (Zip Code) ________________ SHOE CARNIVAL, INC. EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) ________________ Mark L. Lemond Executive Vice President - Chief Operating Officer and Chief Financial Officer 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, Esq. Baker & Daniels 300 North Meridian Street, Suite 2700 Indianapolis, Indiana 46204 ________________ 1 DESCRIPTION OF THE TRANSACTION This Amendment is being filed in connection with a merger (the "Merger") of Shoe Carnival, Inc., a Delaware corporation ("SCI Delaware"), with and into its newly formed, wholly-owned subsidiary, SCI Indiana, Inc., an Indiana corporation (the "Surviving Corporation" or "Company"), which was formed as a vehicle to effect the change of SCI Delaware's state of incorporation from Delaware to Indiana through the Merger. Pursuant to the Merger, each outstanding share of Common Stock, $0.10 par value per share, of SCI Delaware was automatically converted into one share of Common Stock, without par value, of the Surviving Corporation. In addition, as a result of the Merger, all shares of Common Stock offered under the Shoe Carnival, Inc. Employee Stock Purchase Plan (the "Plan") are now shares of the Surviving Corporation Common Stock, not shares of SCI Delaware Common Stock. By virtue of the Merger, the Surviving Corporation has succeeded to all the business, properties, assets and liabilities of SCI Delaware. The Merger was approved by the stockholders of SCI Delaware at the Annual Meeting of Shareholders on June 14, 1996. The Merger became effective as of July 16, 1996 and at such time, the name of the Surviving Corporation became "Shoe Carnival, Inc." Pursuant to Rule 414(d) under the Securities Act of 1933, as amended, (the "Act"), the Surviving Corporation, as successor issuer to SCI Delaware, hereby expressly adopts, as of July 16, 1996, the Registration Statement on Form S-8 (Registration No. 33-80979) of SCI Delaware, which Registration Statement is applicable to shares of Common Stock issuable under the Plan, as the Registration Statement of the Surviving Corporation for all purposes under the Act and the Securities and Exchange Act of 1934, as amended. 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 fiscal year ended February 3, 1996 and the description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A under the Securities Exchange Act of 1934 with respect to such stock filed with the Securities and Exchange Commission, 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 Securities Exchange Act of 1934 since the end of the fiscal year for which audited financial statements are contained in the Annual Report on Form 10-K 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 Securities Exchange Act of 1934 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 Securities and Exchange 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. 2 Item 6. Indemnification of Directors and Officers. Reference is made to Article VI of the Company's Restated Articles of Incorporation filed as Exhibit 4-A hereto and Article V of the Registrant's By-Laws, as amended to date, filed as Exhibit 4-B hereto, 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 individual's 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; 3 (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, or 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 valid 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 obtained a directors' and officers' liability and company reimbursement policy in the amount of $5,000,000, which insures against certain liabilities, including liabilities under the Securities Act, subject to applicable standards. Item 8. Exhibits. The list of Exhibits is incorporated herein by reference to the Index to Exhibits at page 8. 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 the registration statement 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. (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 that time shall be deemed to be the initial bona fide offering thereof. 4 (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. The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. 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. 5 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 Evansville, State of Indiana, on the 17th of July, 1996. SHOE CARNIVAL, INC. By /s/ Mark L. Lemond ------------------------------------------- Mark L. Lemond, Executive Vice President - Chief Operating Officer and Chief Financial Officer POWER OF ATTORNEY 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. Each person whose signature appears below hereby constitutes David H. Russell and Mark L. Lemond, and each of them singly, such person's true and lawful attorneys, with full power to them and each of them to sign for such person and in such person's name and capacity indicated below, any and all amendments to this Registration Statement, hereby ratifying and confirming such person's signature as it may be signed by said attorneys to any and all amendments. Signature Title Date - ----------------------- ---------------------------------- ------------- /s/ J. Wayne Weaver* Chairman of the Board and Director July 17, 1996 - ----------------------- J. Wayne Weaver /s/ David H. Russell* President, Chief Executive Officer July 17, 1996 - ----------------------- and Director (Principal Executive David H. Russell Officer) /s/ Mark L. Lemond Executive Vice President-Chief July 17, 1996 - ----------------------- Operating Officer, Chief Financial Mark L. Lemond Officer and Director (Principal Financial Officer) /s/ W. Kerry Jackson* Vice President-Controller and July 17, 1996 - ----------------------- Chief Accounting Officer W. Kerry Jackson (Principal Accounting Officer) /s/ William E. Bindley* Director July 17, 1996 - ----------------------- William E. Bindley /s/ Gerald W. Schoor* Director July 17, 1996 - ----------------------- Gerald W. Schoor *By /s/ Mark L. Lemond July 17, 1996 ------------------- Mark L. Lemond, Attorney-in-Fact 6 EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 33-80979 of Shoe Carnival, Inc. on Form S-8 of our reports dated March 8, 1996 (April 10, 1996 as to Note 6), appearing in and incorporated by reference in the Annual Report on Form 10-K of Shoe Carnival, Inc. for the year ended February 3, 1996. Deloitte & Touche LLP Stamford, Connecticut July 17, 1996 7 INDEX TO EXHIBITS Page No. Exhibit This No. Description of Exhibit Filing - ------- --------------------------------------------- -------- 4-A 1 Restated Articles of Incorporation of Registrant 4-B 2 By-Laws of Registrant, as Amended to date 4-C 3 Employee Stock Purchase Plan of Registrant 5 3 Opinion of Baker & Daniels, counsel for Registrant, as to the legality of the securities being registered 23 The written consent of Deloitte & Touche LLP 7 is contained in this Registration Statement at page 7. - -------------- 1 The copy of this exhibit filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K, dated July 17, 1996 is incorporated herein by reference. 2 The copy of this exhibit filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K, dated July 17, 1996 is incorporated herein by reference. 3 This exhibit has been previously filed. 8 -----END PRIVACY-ENHANCED MESSAGE-----