As filed with the Securities and Exchange Commission on May 29, 1997
Registration No. 33-88176
SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 2 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
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 price per offering registration
be registered be registered(1) share(2) price(2) on fee(2)
Common Stock, 1,500,000 shares $30.065 $45,097,50 $13,665.91
$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.
This Amendment No. 2 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.
<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.
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 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 Amendment No. 2 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 1,500,000 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.
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
LYK:dkm
EXHIBIT 23B
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Stein Mart, Inc. 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 Accounts
Orlando, Florida
May 27, 1997
