As filed with the Commission on July 17, 1996.
Registration No. 33-80979
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
________________
SHOE CARNIVAL, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1736614
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8233 Baumgart Road
Evansville, Indiana 47711
(Address of Principal Executive Offices) (Zip Code)
________________
SHOE CARNIVAL, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
________________
Mark L. Lemond
Executive Vice President - Chief Operating Officer
and Chief Financial Officer
8233 Baumgart Road
Evansville, Indiana 47711
(Name and address of agent for service)
(812) 867-6471
(Telephone number, including area code, of agent for service)
Copies to:
James A. Aschleman, Esq.
Baker & Daniels
300 North Meridian Street, Suite 2700
Indianapolis, Indiana 46204
________________
<PAGE> 1
DESCRIPTION OF THE TRANSACTION
This Amendment is being filed in connection with a merger (the "Merger")
of Shoe Carnival, Inc., a Delaware corporation ("SCI Delaware"), with and
into its newly formed, wholly-owned subsidiary, SCI Indiana, Inc., an
Indiana corporation (the "Surviving Corporation" or "Company"), which was
formed as a vehicle to effect the change of SCI Delaware's state of
incorporation from Delaware to Indiana through the Merger.
Pursuant to the Merger, each outstanding share of Common Stock, $0.10 par
value per share, of SCI Delaware was automatically converted into one share
of Common Stock, without par value, of the Surviving Corporation. In
addition, as a result of the Merger, all shares of Common Stock offered
under the Shoe Carnival, Inc. Employee Stock Purchase Plan (the "Plan") are
now shares of the Surviving Corporation Common Stock, not shares of SCI
Delaware Common Stock. By virtue of the Merger, the Surviving Corporation
has succeeded to all the business, properties, assets and liabilities of
SCI Delaware. The Merger was approved by the stockholders of SCI Delaware
at the Annual Meeting of Shareholders on June 14, 1996. The Merger became
effective as of July 16, 1996 and at such time, the name of the Surviving
Corporation became "Shoe Carnival, Inc."
Pursuant to Rule 414(d) under the Securities Act of 1933, as amended,
(the "Act"), the Surviving Corporation, as successor issuer to SCI
Delaware, hereby expressly adopts, as of July 16, 1996, the Registration
Statement on Form S-8 (Registration No. 33-80979) of SCI Delaware, which
Registration Statement is applicable to shares of Common Stock issuable
under the Plan, as the Registration Statement of the Surviving Corporation
for all purposes under the Act and the Securities and Exchange Act of 1934,
as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company's Annual Report on Form 10-K for the fiscal year ended
February 3, 1996 and the description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A under the
Securities Exchange Act of 1934 with respect to such stock filed with the
Securities and Exchange Commission, including any amendments or reports
filed for the purpose of updating such description, are incorporated herein
by reference. All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since the end of the fiscal year for
which audited financial statements are contained in the Annual Report on
Form 10-K described above are incorporated herein by reference. All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934 after the date hereof and
prior to the termination of the offering of the securities offered hereby
shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents with the Securities and
Exchange Commission. The Company will promptly provide without charge to
each person to whom a prospectus is delivered, a copy of any or all
information that has been incorporated herein by reference (not including
exhibits to the information that is incorporated by reference unless such
exhibits are specifically incorporated by reference into such information),
upon the written or oral request of such person directed to the Secretary
of the Company at its principal offices, 8233 Baumgart Road, Evansville,
Indiana 47711, (812) 867-6471.
<PAGE> 2
Item 6. Indemnification of Directors and Officers.
Reference is made to Article VI of the Company's Restated Articles of
Incorporation filed as Exhibit 4-A hereto and Article V of the Registrant's
By-Laws, as amended to date, filed as Exhibit 4-B hereto, which provide
that the Registrant shall indemnify and advance expenses to its currently
acting and its former directors, officers, employees or agents to the
fullest extent permitted by applicable law, as amended from time to time.
The Indiana Business Corporation Law provides in regard to
indemnification of directors and officers as follows:
23-1-37-8.[BASIS.](a) A corporation may indemnify an individual made a
party to a proceeding because the individual is or was a director against
liability incurred in the proceeding if:
(1) The individual's conduct was in good faith; and
(2) The individual reasonably believed:
(A) In the case of conduct in the individual's official
capacity with the corporation, that the individual's conduct was
in its best interests; and
(B) In all other cases, that the individual's conduct was
at least not opposed to its best interests; and
(3) In the case of any criminal proceeding, the individual
either:
(A) Had reasonable cause to believe the individual's
conduct was lawful; or
(B) Had no reasonable cause to believe the individual's
conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for
a purpose the director reasonably believed to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subsection (a)(2)(B).
(c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of
conduct described in this section.
23-1-37-9. [AUTHORIZED.] Unless limited by its articles of
incorporation, a corporation shall indemnify a director who was wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which the director was a party because the director is or was a director of
the corporation against reasonable expenses incurred by the director in
connection with the proceeding.
23-1-37-13. [OFFICERS, EMPLOYEES OR AGENTS.] Unless a corporation's
articles of incorporation provide otherwise:
(1) An officer of the corporation, whether or not a director, is
entitled to mandatory indemnification under section 9 of this chapter,
and is entitled to apply for court-ordered indemnification under
section 11 of this chapter, in each case to the same extent as a
director;
<PAGE> 3
(2) The corporation may indemnify and advance expenses under
this chapter to an officer, employee, or agent of the corporation,
whether or not a director, to the same extent as to a director; and
(3) A corporation may also indemnify and advance expenses to an
officer, employee, or agent, whether or not a director, to the extent,
consistent with public policy, that may be provided by its articles of
incorporation, bylaws, general or specific action of its board of
directors, or contract.
23-1-37-15. [REMEDY NOT EXCLUSIVE OF OTHER RIGHTS.] (a) The
indemnification and advance for expenses provided for or authorized by this
chapter does not exclude any other rights to indemnification and advance
for expenses that a person may have under:
(1) A corporation's articles of incorporation or bylaws;
(2) A resolution of the board of directors or of the
shareholders; or
(3) Any other authorization, whenever adopted, after notice, by
a majority vote of all the voting shares then issued and outstanding.
(b) If the articles of incorporation, bylaws, resolutions of the
board of directors or of the shareholders, or other duly adopted
authorization of indemnification or advance for expenses limit
indemnification or advance for expenses, indemnification and advance for
expenses are valid only to the extent consistent with the articles, bylaws,
resolutions of the board of directors or of the shareholders, or other duly
adopted authorization of indemnification or advance for expenses.
(c) This chapter does not limit a corporation's power to pay or
reimburse expenses incurred by a director, officer, employee, or agent in
connection with the person's appearance as a witness in a proceeding at a
time when the person has not been made a named defendant or respondent to
the proceeding.
In addition, the Company has obtained a directors' and officers'
liability and company reimbursement policy in the amount of $5,000,000,
which insures against certain liabilities, including liabilities under the
Securities Act, subject to applicable standards.
Item 8. Exhibits.
The list of Exhibits is incorporated herein by reference to the Index
to Exhibits at page 8.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the 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, 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 that time shall be deemed
to be the initial bona fide offering thereof.
<PAGE> 4
(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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to
be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
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 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 a 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 Act and will be governed by the final
adjudication of such issue.
<PAGE> 5
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 Evansville, State of Indiana, on
the 17th of July, 1996.
SHOE CARNIVAL, INC.
By /s/ Mark L. Lemond
-------------------------------------------
Mark L. Lemond, Executive Vice President -
Chief Operating Officer and Chief Financial
Officer
POWER OF ATTORNEY
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. Each person whose signature appears
below hereby constitutes David H. Russell and Mark L. Lemond, and each of
them singly, such person's true and lawful attorneys, with full power to
them and each of them to sign for such person and in such person's name and
capacity indicated below, any and all amendments to this Registration
Statement, hereby ratifying and confirming such person's signature as it
may be signed by said attorneys to any and all amendments.
Signature Title Date
- ----------------------- ---------------------------------- -------------
/s/ J. Wayne Weaver* Chairman of the Board and Director July 17, 1996
- -----------------------
J. Wayne Weaver
/s/ David H. Russell* President, Chief Executive Officer July 17, 1996
- ----------------------- and Director (Principal Executive
David H. Russell Officer)
/s/ Mark L. Lemond Executive Vice President-Chief July 17, 1996
- ----------------------- Operating Officer, Chief Financial
Mark L. Lemond Officer and Director (Principal
Financial Officer)
/s/ W. Kerry Jackson* Vice President-Controller and July 17, 1996
- ----------------------- Chief Accounting Officer
W. Kerry Jackson (Principal Accounting Officer)
/s/ William E. Bindley* Director July 17, 1996
- -----------------------
William E. Bindley
/s/ Gerald W. Schoor* Director July 17, 1996
- -----------------------
Gerald W. Schoor
*By /s/ Mark L. Lemond July 17, 1996
-------------------
Mark L. Lemond, Attorney-in-Fact
<PAGE> 6
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement No. 33-80979 of Shoe Carnival, Inc.
on Form S-8 of our reports dated March 8, 1996 (April 10, 1996 as to Note 6),
appearing in and incorporated by reference in the Annual Report on Form 10-K
of Shoe Carnival, Inc. for the year ended February 3, 1996.
Deloitte & Touche LLP
Stamford, Connecticut
July 17, 1996
<PAGE> 7
INDEX TO EXHIBITS
Page No.
Exhibit This
No. Description of Exhibit Filing
- ------- --------------------------------------------- --------
4-A 1 Restated Articles of Incorporation of
Registrant
4-B 2 By-Laws of Registrant, as Amended to date
4-C 3 Employee Stock Purchase Plan of Registrant
5 3 Opinion of Baker & Daniels, counsel for
Registrant, as to the legality of the
securities being registered
23 The written consent of Deloitte & Touche LLP 7
is contained in this Registration Statement
at page 7.
- --------------
1 The copy of this exhibit filed as Exhibit 3.1 to the Registrant's
Current Report on Form 8-K, dated July 17, 1996 is incorporated herein
by reference.
2 The copy of this exhibit filed as Exhibit 3.2 to the Registrant's
Current Report on Form 8-K, dated July 17, 1996 is incorporated herein
by reference.
3 This exhibit has been previously filed.
<PAGE> 8
