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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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STEIN MART, INC.
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
FLORIDA 64-046618
(State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
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1200 RIVERPLACE BOULEVARD
JACKSONVILLE, FLORIDA 32207
(904) 346-1500
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
JOHN H. WILLIAMS, JR.
PRESIDENT AND CHIEF OPERATING OFFICER
STEIN MART, INC.
1200 RIVERPLACE BOULEVARD
JACKSONVILLE, FLORIDA 32207
(904) 346-1500
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
COPY TO:
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<S> <C>
LINDA Y. KELSO J. PAGE DAVIDSON
G. RAY DRIVER, JR. BASS, BERRY & SIMS PLC
FOLEY & LARDNER 2700 FIRST AMERICAN CENTER
200 LAURA STREET NASHVILLE, TENNESSEE 37238
JACKSONVILLE, FLORIDA 32202 (615) 742-6200
(904) 359-2000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-10895
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE FEE(2)
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Common Stock, $0.01 par value.... 402,500 shares $21.75 $8,754,375 $3,018.75
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(1) Includes up to 52,500 shares of Common Stock which the Underwriters have the
option to purchase to cover over-allotments, if any.
(2) Calculated pursuant to Rule 457(a) based on the offering price of the
securities registered.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form S-3 filed by Stein
Mart, Inc. (the "Company") with the Securities and Exchange Commission (File No.
333-10895) pursuant to the Securities Act of 1933, as amended, is incorporated
by reference in this Registration Statement.
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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-3 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 September 16,
1996.
STEIN MART, INC.
By /s/ JOHN H. WILLIAMS, JR.
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John H. Williams, Jr.
President and Chief Operating
Officer
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.
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SIGNATURE TITLE DATE
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* Chairman of the Board and September 16, 1996
- --------------------------------------------- Chief Executive Officer
Jay Stein
/s/ JOHN H. WILLIAMS, JR. President, Chief Operating September 16, 1996
- --------------------------------------------- Officer and Director
John H. Williams, Jr.
* Director September 16, 1996
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Mason Allen
/s/ JAMES G. DELFS Senior Vice President, September 16, 1996
- --------------------------------------------- Finance and Chief
James G. Delfs Financial Officer
* Vice President, Controller September 16, 1996
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Clayton E. Roberson, Jr.
* Director September 16, 1996
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Robert D. Davis
* Director September 16, 1996
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Albert Ernest, Jr.
Director
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Mitchell W. Legler
Director
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James H. Winston
*By: /s/ JAMES G. DELFS
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James G. Delfs
Attorney-in-Fact
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EXHIBIT INDEX
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SEQUENTIAL
PAGE NO.
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1. -- Form of Underwriting Agreement (incorporated by reference to Registration
Statement No. 333-10895)...................................................
4A. -- Provisions defining rights of holders of Common Stock of the Registrant are
contained in the Articles of Incorporation and Bylaws of the Registrant
filed as Exhibits 2, 3A and 3B of Registration Statement No. 33-46322
(incorporated by reference to Registration Statement No. 33-46322).........
4B. -- Form of stock certificate for Common Stock (incorporated by reference to
Registration Statement No. 33-46322).......................................
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 LLP............................................
24. -- Power of Attorney (incorporated by reference to Registration Statement No.
333-10895).................................................................
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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
EXHIBIT 5
September 16, 1996
Stein Mart, Inc.
1200 Riverplace Boulevard
Jacksonville, FL 32207
Re: Registration Statement on Form S-3 Pursuant to Rule 462(b)
Ladies and Gentlemen:
This opinion is being furnished in connection with the Registration
Statement on Form S-3 (the "Registration Statement") of Stein Mart, Inc. (the
"Company"), under the Securities Act of 1933, as amended, for the registration
of 402,500 shares of common stock, par value $0.01 (the "Shares").
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 in connection with the
issuance of the Shares;
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 are duly authorized, legally issued, fully paid and
non-assessable.
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
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Linda Y. Kelso
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EXHIBIT 23B
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 23, 1996, which appears on page 13 of the 1995 Annual Report to the
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. We
also consent to the references to us under the headings "Experts" and "Selected
Financial and Operating Data" in such Registration Statement. However, it should
be noted that Price Waterhouse LLP has not prepared or certified such "Selected
Financial and Operating Data".
PRICE WATERHOUSE LLP
Orlando, Florida
September 16, 1996
