As filed with the Securities and Exchange Commission on May 29, 1997
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
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, INC. EMPLOYEE STOCK PURCHASE 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 be price per offering registration
be registered registered(1) share(2) price (2) on fee(2)
Common Stock, 400,000 shares $30.065 $12,026,000 $3,644.25
$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.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities
and Exchange Commission are hereby incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended
December 28, 1996, including portions of the registrant's 1996
Annual Report to Stockholders and the registrant's definitive
proxy statement for its 1997 annual meeting of stockholders to
the extent specifically incorporated therein;
(b) Quarterly Report on Form 10-Q for the quarter ended
March 29, 1997;
(c) The description of the registrant's Common Stock, par
value $0.01 per share set forth under the caption "Description
of Registrant's Securities to be Registered" in the Company's
Registration Statement on Form 8-A (No. 0-20052) filed under the
Exchange Act; and
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates
that all shares of Common Stock being offered hereby have been sold or
which deregisters all shares of Common Stock then remaining unsold shall
be deemed incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Florida Business Corporation Act (the "Florida Act") permits a
Florida corporation to indemnify a present or former director or officer
of the corporation (and certain other persons serving at the request of
the corporation in related capacities) for liabilities, including legal
expenses, arising by reason of service in such capacity if such person
shall have acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and in any
criminal proceeding if such person had no reasonable cause to believe his
conduct was unlawful. However, in the case of actions brought by or in the
right of the corporation, no indemnification may be made with respect to
any matter as to which such director or officer shall have been adjudged
liable, except in certain limited circumstances.
Article X of the registrant's Bylaws provides that the registrant
shall indemnify directors to the fullest extent now or hereafter permitted
by the Florida Act. In addition, the registrant has entered into
Indemnification Agreements with its directors in which the registrant has
agreed to indemnify such persons to the fullest extent now or hereafter
permitted by the Florida Act. Such Indemnification Agreements entitle
directors who also serve as officers of the registrant to indemnification
for liabilities arising out of their services as officers as well as
directors.
The registrant has a standard policy of directors' and officers'
liability insurance covering directors and officers of the corporation
with respect to liabilities incurred as a result of their service in such
capacities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4. Stein Mart, Inc. Employee Stock Purchase Plan (to be filed as an
Amendment)
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
Item 8. Undertakings
The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this 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, as amended (the "Securities Act"), 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 the time shall be deemed to be the initial bona fide
offering thereof.
(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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the Articles of Incorporation or
Bylaws of the registrant 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 Securities
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 the 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 Securities Act and will be governed by
the final adjudication of such issue.
<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 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
<PAGE>
EXHIBIT INDEX
Sequential
Page No.
4. Stein Mart, Inc. Employee Stock Purchase Plan (to
be filed as an Amendment)
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)
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 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 400,000 shares of common stock par value $0.01 (the
"Shares") issuable pursuant to the Stein Mart, Inc. Employee Stock
Purchase 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
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
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 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 Accountants
Orlando, Florida
May 27, 1997
