S-8

As filed with the Securities and Exchange Commission on June 23, 2023

Registration No.  333- 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 

Washington, DC 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 (State or other jurisdiction of incorporation or organization)	35-1736614 (I.R.S. Employer Identification No.)
7500 East Columbia Street Evansville, Indiana (Address of principal executive offices)	47715 (Zip Code)

SHOE CARNIVAL, INC. 

AMENDED AND RESTATED 2017 EQUITY INCENTIVE PLAN
(Full title of the plan)

Mark J. Worden

President and Chief Executive Officer

7500 East Columbia Street

Evansville, Indiana 47715

(Name and address of agent for service)

(812) 867-4034

(Telephone number, including area code, of agent for service)

Copy to:

Janelle Blankenship

Faegre Drinker Biddle & Reath LLP

600 E. 96^th Street, Suite 600

Indianapolis, Indiana 46240

(317) 569-9600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer þ
Non-accelerated filer ¨	Smaller reporting company ¨
	Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE PURSUANT TO GENERAL INSTRUCTION E 

OF FORM S-8 “REGISTRATION OF ADDITIONAL SECURITIES”

This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering 1,800,000 additional shares of common stock, par value $0.01 per share (“Common Stock”), of Shoe Carnival, Inc. (the “Company”) reserved for issuance and delivery under the Company’s Amended and Restated 2017 Equity Incentive Plan (the “Amended and Restated Plan”). The increase in the number of shares of Common Stock authorized to be issued under the Amended and Restated Plan was approved by the Company's shareholders on June 20, 2023.  Shares of the Company’s Common Stock issuable under the Shoe Carnival, Inc. 2017 Equity Incentive Plan were previously registered pursuant to a Registration Statement on Form S-8 (File No. 333-218694) filed by the Company with the Commission on June 13, 2017. Such Registration Statement on Form S-8 is currently effective and, except to the extent that the contents thereof are modified or superseded by the information contained herein or in exhibits hereto, the contents of such Registration Statement on Form S-8 are incorporated herein by reference pursuant to General Instruction E to Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents of the Company, filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are, as of their respective dates, incorporated herein by reference and made a part hereof:

(1) The Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2023 filed with the Commission on March 24, 2023 (the “Annual Report”), including the portions of the Company’s Definitive Proxy Statement on Schedule 14A for its 2023 Annual Meeting of Shareholders, filed with the Commission on May 9, 2023, incorporated by reference into the Annual Report;

(2) The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2023, filed with the Commission on June 2, 2023;

(3) The Company’s Current Reports on Form 8-K filed with the Commission on March 16, 2023, March 17, 2023 and June 22, 2023 (only the first Form 8-K filed on such date); and

(4) The description of the Company’s Common Stock contained in Exhibit 4-C to the Annual Report, together with any amendment or report that the Registrant may file with the Commission for the purpose of updating such description.

All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all of the securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in and a part of this Registration Statement from the date of filing of such documents.

Any statement contained in a document incorporated, or deemed to be incorporated, by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or incorporated herein by reference or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Exhibit	Description
4.1	Amended and Restated Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 3-A to the Company’s Current Report on Form 8-K filed with the Commission on June 27, 2022).

4.2 By-Laws of the Company, as amended to date (incorporated herein by reference to Exhibit 3.B to the Company’s Current Report on Form 8-K filed with the Commission on March 17, 2023).

4.3 Shoe Carnival, Inc. Amended and Restated 2017 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 22, 2023).

5.1* Opinion of Faegre Drinker Biddle & Reath LLP.

23.1* Consent of Faegre Drinker Biddle & Reath LLP (contained in Exhibit 5.1 to this Registration Statement).

23.2* Consent of Deloitte & Touche LLP.

24.1* Powers of Attorney (included on the Signature Page of this Registration Statement).

107* Filing Fee Table.

* Filed herewith.

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company 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 June 23, 2023.

SHOE CARNIVAL, INC.
By	/s/ Mark J. Worden
	Mark J. Worden
	President and Chief Executive Officer

Each person whose signature appears below hereby authorizes Mark J. Worden and Erik D. Gast, each with full power of substitution, to execute in the name and on behalf of such person any amendment to this Registration Statement, including post-effective amendments, and to file the same, with exhibits thereto, and other documents in connection therewith, making such changes in this Registration Statement as the Company deems appropriate, and appoints each of Mark J. Worden and Erik D. Gast, each with full power of substitution, attorney-in-fact to sign any amendment to this Registration Statement, including post-effective amendments, and to file the same, with exhibits thereto, and other documents in connection therewith.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 23, 2023:

Signature	Title
/s/ J. Wayne Weaver	Chairman of the Board and Director
J. Wayne Weaver
/s/ Clifton E. Sifford	Vice Chairman and Director
Clifton E. Sifford
/s/ Mark J. Worden	President, Chief Executive Officer and Director
Mark J. Worden	(Principal Executive Officer)
/s/ James A. Aschleman	Director
James A. Aschleman
/s/ Andrea R. Guthrie	Director
Andrea R. Guthrie
/s/ Diane Randolph	Director
Diane Randolph
/s/ Charles B. Tomm	Director
Charles B. Tomm
/s/ Erik D. Gast	Executive Vice President, Chief Financial Officer and Treasurer
Erik D. Gast	(Principal Financial Officer)
/s/ Patrick C. Edwards	Vice President, Chief Accounting Officer, Corporate Controller
Patrick C. Edwards	and Secretary (Principal Accounting Officer)

EX-5.1

Exhibit 5.1

Faegre Drinker Biddle & Reath LLP

600 East 96th Street, Suite 600
Indianapolis, Indiana 46240

+1 317 569 9600 main

+1 317 569 4800 fax

June 23, 2023

Shoe Carnival, Inc. 

7500 East Columbia Street 

Evansville, Indiana 47715

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Shoe Carnival, Inc., an Indiana corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), registering the offer and sale of up to 1,800,000 additional shares of the Company’s Common Stock, par value $0.01 per share (the “Shares”), issuable pursuant to the Shoe Carnival, Inc. Amended and Restated 2017 Equity Incentive Plan (the “Amended and Restated Plan”).

For purposes of this opinion letter, we have examined the Amended and Restated Plan, the Registration Statement, the Company’s Amended and Restated Articles of Incorporation, as currently in effect, the Company’s By-Laws, as amended and currently in effect, and the resolutions of the Company’s Board of Directors authorizing the issuance of the Shares. We have also examined a certificate of the Secretary of the Company dated the date hereof (the “Certificate”) and originals, or copies certified or otherwise authenticated to our satisfaction, of such corporate and other records, agreements, instruments, certificates of public officials and documents as we have deemed necessary as a basis for the opinions hereinafter expressed and have made such examination of statutes as we have deemed relevant and necessary in connection with the opinions hereinafter expressed. As to facts material to this opinion letter, we have relied upon certificates, statements or representations of public officials, of officers and representatives of the Company (including the Certificate) and of others, without any independent verification thereof.

In our examination, we have assumed, without independent verification or investigation: (i) the legal capacity of all natural persons; (ii) the genuineness of all signatures, including electronic signatures; (iii) the authenticity of all documents submitted to us as originals; (iv) the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies; (v) the authenticity of the originals of such latter documents; (vi) the truth, accuracy and completeness of the information, representations and warranties contained in the agreements, documents, instruments, certificates and records we have reviewed; and (vii) the absence of any undisclosed modifications to the agreements and instruments reviewed by us.

Based upon such examination and review, and subject to the foregoing and the other qualifications, assumptions and limitations set forth herein, we are of the opinion that all necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of the Shares to be issued in accordance with the Amended and Restated Plan and that, when (a) the Shares have been issued and sold as contemplated in the Registration Statement and related prospectus and in accordance with the Amended and Restated Plan and any applicable award agreement, and (b) where applicable, the consideration for the Shares specified in the Amended and Restated Plan and any applicable award agreement has been received by the Company, the Shares will be validly issued, fully paid and nonassessable.

We do not express any opinion herein with respect to the laws of any jurisdiction other than, subject to the limitations and assumptions contained herein, the laws of the State of Indiana.

This opinion speaks only as of the date the Registration Statement becomes effective under the Act, and we assume no obligation to revise or supplement this opinion thereafter. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,
FAEGRE DRINKER BIDDLE & REATH LLP
By:	/s/ Janelle Blankenship
	Janelle Blankenship, Partner

2

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 24, 2023, relating to the financial statements of Shoe Carnival, Inc. and the effectiveness of Shoe Carnival, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Shoe Carnival, Inc. for the year ended January 28, 2023.

/s/ Deloitte & Touche LLP

Indianapolis, Indiana

June 23, 2023

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

FORM S-8 

(Form Type)

SHOE CARNIVAL, INC. 

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)(2)	Proposed Maximum Aggregate Offering Price Per Share (3)	Proposed Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, par value $0.01 per share	Rules 457(c) and (h)	1,800,000 shares	$21.885	$39,393,000.00	$0.00011020	$4,341.11
Total Offering Amounts					$39,393,000.00		$4,341.11
Total Fee Offsets							$0
Net Fee Due							$4,341.11

(1)	As described in the Explanatory Note in this Registration Statement, represents 1,800,000 additional shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”) being registered pursuant to the Shoe Carnival, Inc. Amended and Restated 2017 Equity Incentive Plan (the “Amended and Restated Plan”).
(2)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also includes an indeterminate number of additional shares of Common Stock that become issuable under the Amended and Restated Plan as a result of the anti-dilution and adjustment provisions described therein by reason of a stock split, stock dividend, recapitalization or any other similar transaction affected without the receipt of consideration which results in the increase in the number of the Registrant’s outstanding shares of Common Stock.
(3)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based on the average of the high and low sales prices per share of the Registrant’s Common Stock on June 20, 2023, as reported on the Nasdaq Stock Market.