As filed with the Securities and Exchange Commission on August 23, 1996
Registration No. 33-88176
SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 1 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
Foley & Lardner
200 Laura Street
Jacksonville, Florida 32202
(904) 359-2000
<TABLE>
Calculation of Registration Fee
- ---------------------------------------------------------------------------------------
<CAPTION>
Title of each Proposed Proposed
class of maximum maximum
securities to be Amount to be offering price aggregate Amount of
registered registered(1) per share offering price registration fee(2)
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 542,000 $23.8125 $12,906,375 $4,450.47
$0.01 par value shares
- ---------------------------------------------------------------------------------------
</TABLE>
(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 August 19, 1996.
<PAGE>
This Amendment No. 1 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.
1
<PAGE>
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 August 21, 1996.
STEIN MART, INC.
By/s/ Jay Stein
--------------------------------------------
Jay Stein, Chairman of the Board
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: August 21, 1996 /s/ Jay Stein
-------------------------------------------------------
Jay Stein, Chairman of the Board and Chief Executive
Officer (Principal Executive Officer)
Date: August 21, 1996 /s/ John Williams, Jr.
--------------------------------------------------------
John H. Williams, Jr., President, Chief Operating Officer
and Director
Date: August 21, 1996 /s/ James G. Delfs
--------------------------------------------------------
James G. Delfs, Senior Vice President, Finance and
Chief Financial Officer
Date: August 21, 1996 /s/ Clayton E. Roberson, Jr.
--------------------------------------------------------
Clayton E. Roberson, Jr., Vice President. Controller
Date: August 21, 1996 /s/ Mason Allen
--------------------------------------------------------
Mason Allen, Director
Date: August 21, 1996 /s/ Robert D. Davis
---------------------------------------------------------
Robert D. Davis, Director
Date: August 21, 1996 /s/ Albert Ernest, Jr.
---------------------------------------------------------
Albert Ernest, Jr., Director
Date: August 21, 1996 /s/ Mitchell W. Legler
---------------------------------------------------------
Mitchell W. Legler, Director
Date: August 21, 1996 /s/ James H. Winston
---------------------------------------------------------
James H. Winston, Director
*By:_____________________________
Attorney-in-Fact
2
<PAGE>
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 4-5
to be issued
23A. Consent of Foley & Lardner (included in Opinion filed as
Exhibit 5)
23B. Consent of Price Waterhouse 6
24. Power of Attorney (previously filed)
3
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
August 21, 1996
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. 1 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 542,000 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.
4
<PAGE>
Stein Mart, Inc
August 21, 1996
Page 2
- -----------------
EXHIBIT 5
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.
FOLEY & LARDNER
By: /s/ Linda Y. Kelso
--------------------------------------
Linda Y. Kelso
LYK:dkm
5
EXHIBIT 23B
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 23, 1996, which appears on
page 13 of the 1995 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 30, 1995.
Price Waterhouse LLP
Certified Public Accounts
Orlando, Florida
August 22, 1996
6
