SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 1 to Form 8-A)
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
Shoe Carnival, Inc.
(Exact name of registrant as specified in its charter)
Indiana 35-1736614
(State of incorporation of organization) (IRS Employer
Identification No.)
8233 Baumgart Road Evansville, Indiana 47711
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
NONE
Securities to be registered pursuant to section 12(g) of the Act:
Common Stock, without par value
(Title of Class)
Page 1 of 6 Pages
Exhibit Index on Page 6
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Securities to be Registered.
Effective July 16, 1996, Shoe Carnival, Inc., a Delaware corporation
("SCI Delaware"), merged with and into its wholly-owned subsidiary, SCI
Indiana, Inc., an Indiana corporation (the "Company"). The purpose of the
merger was to change the state of incorporation of SCI Delaware from
Delaware to Indiana. Pursuant to the merger, the Company changed its name
to "Shoe Carnival, Inc." Pursuant to Rule 12g-3, the Company is the
successor issuer to SCI Delaware and the shares of the Company's Common
Stock, without par value ("Common Stock") issued in the merger are deemed
registered under Section 12 of the Securities Exchange Act of 1934, as
amended.
Under the Company's Restated Articles of Incorporation (the "Restated
Articles"), the Company's authorized capital stock consists of 50,000,000
shares of Common Stock, without par value, and 5,000,000 shares of
preferred stock, without par value("Preferred Stock"). As of the date of
this Amendment, 13,022,133 shares of Common Stock are outstanding and no
shares of the Preferred Stock are outstanding.
Common Stock
Holders of the Company's Common Stock are entitled to receive ratably
such dividends as the Board of Directors may from time to time declare out
of funds legally available therefor. Holders of the Company's Common Stock
are entitled to one vote per share on each matter submitted to
shareholders. In general, shareholder approval of a matter is obtained if a
quorum is present and if the votes cast favoring the action exceed the
votes cast opposing the action. However, action to approve a merger, a
share exchange, a sale of substantially all of the Company's assets, the
granting of control share voting rights, certain business combinations
under the Indiana Business Corporation Law and a voluntary dissolution must
be approved by a majority of the votes entitled to be cast on the matter,
unless a greater vote is required by the Restated Articles. Cumulative
voting for election of Directors is not permitted. Directors are elected
by a plurality of the votes cast. The Company's Common Stock has no
redemption provisions, except as provided in the Control Share Act (as
defined below), and the holders thereof have no preemptive rights. Upon
liquidation of the Company, after payment or provision for payment of all
of the Company's obligations and any liquidation preference of outstanding
Preferred Stock, the holders of the Company's Common Stock share ratably in
the remaining assets of the Company.
Preferred Stock
The Board of Directors has the authority, without any additional
shareholder approval, to issue Preferred Stock in one or more series and to
determine the designation, rights, preferences, privileges and
restrictions, including voting rights (with multiple or fractional votes
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per share), conversion rights, dividend rights, liquidation rights and
other relative benefits, restrictions and limitations. As a result, the
Board of Directors could, without shareholder approval, issue Preferred
Stock with voting and conversion rights adverse to the interests of the
holders of the Company's Common Stock. A series of Preferred Stock could
be accorded, for example, voting rights as a separate class with the effect
that the holders of such shares would have the power to prevent a business
combination even if the business combination had been approved by the
holders of all other securities.
Certain Provisions of Indiana Law
The Company is governed by Indiana law, which includes certain
provisions regarding control share acquisitions and business combinations
with shareholders owning 10% or more of the outstanding Common Stock.
Indiana Code 23-1-42 (the "Control Share Act") provides that any
person or group of persons that acquires the power to vote one-fifth or
more of certain corporations' shares shall not have the right to vote such
shares unless granted voting rights by the holders of a majority of the
outstanding shares of the corporation and by the holders of a majority of
the outstanding shares excluding "interested shares." Interested shares
are those shares held by the acquiring person, officers of the corporation
and employees of the corporation who are also directors of the corporation.
If voting rights are granted, additional shareholder approvals are required
when a shareholder acquires the power to vote one-third or more and a
majority or more of the voting power of the corporation's shares. In the
absence of such approval, the additional shares acquired by the shareholder
may not be voted.
If the shareholders grant voting rights to the shares after a
shareholder has acquired a majority or more of the voting power, all
shareholders of the corporation are entitled to exercise statutory
dissenters' rights and to demand the value of their shares in cash from the
corporation. If voting rights are not granted to the shares, the
corporation may have the right to redeem them. The provisions of the
Control Share Act do not apply to acquisitions of voting power pursuant to
a merger or share exchange agreement to which the corporation is a party.
Indiana Code 23-1-43 (the "Business Combination Act") prohibits a
person who acquires beneficial ownership of 10% or more of certain
corporations' shares (an "Interested Shareholder"), or any affiliate or
associate of an Interested Shareholder, from effecting a merger or other
business combination with the corporation for a period of five years from
the date on which the person became an Interested Shareholder, unless the
transaction in which the person became an Interested Shareholder was
approved in advance by the corporation's Board of Directors. Following the
five-year period, a merger or other business combination may be effected
with an Interested Shareholder only if (i) the business combination is
approved by the corporation's shareholders, excluding the Interested
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Shareholder and any of its affiliates or associates, or (ii) the
consideration to be received by shareholders in the business combination is
at least equal to the highest price paid by the Interested Shareholder in
acquiring its interest in the corporation, with certain adjustments, and
certain other requirements are met. The Business Combination Act broadly
defines the term "business combination" to include mergers, sales or leases
of assets, transfer of shares of the corporation, proposals for liquidation
and the receipt by an Interested Shareholder of any financial assistance or
tax advantage from the corporation, except proportionately as a shareholder
of the corporation.
The overall effect of the above provisions may be to render more
difficult or to discourage a merger, tender offer, proxy contest, the
assumption of control of the Company by a holder of a large block of the
Company's stock or other person, or the removal of incumbent management,
even if such actions may be beneficial to the Company's shareholders
generally.
Transfer Agent and Registrar
The Transfer Agent and Registrar for the Company's Common Stock is
Harris Trust and Savings Bank.
Item 2. Exhibits.
Pursuant to Instruction I to the Instructions as to Exhibits to
Form 8-A, the following exhibits are being filed herewith:
1(a) Restated Articles of Incorporation of the Company
(incorporated herein by reference from Exhibit 3.1 to
the Current Report on Form 8-K dated July 17, 1996).
1(b) By-laws of the Company, as amended (incorporated herein
by reference from Exhibit 3.2 to the Current Report on
Form 8-K dated July 17, 1996).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
SHOE CARNIVAL, INC.
Dated: July 17, 1996
By: /s/ Mark L. Lemond
-------------------------
Mark L. Lemond, Executive
Vice President - Chief
Operating Officer and
Chief Financial Officer
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INDEX TO EXHIBITS
Page No. In
Exhibit No. Description This Filing
- ----------- ------------------------------- -----------
1.1 Restated Articles of
Incorporation of the Company
(incorporated herein by
reference from Exhibit 3.1 to
the Current Report on Form 8-K
dated July 17, 1996)
1.2 By-laws of the Company,
as amended (incorporated herein
by reference from Exhibit 3.2
to the Current Report on Form
8-K dated July 17, 1996)
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