As filed with the Securities and Exchange
Commission on January 9, 1998. Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
8233 Baumgart Road, Evansville, Indiana 47711
(Address of Principal Executive Offices) (Zip Code)
SHOE CARNIVAL, INC.
1993 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
Mark L. Lemond
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
Baker & Daniels
300 North Meridian Street, Suite 2700
Indianapolis, Indiana 46204
(317) 237-0300
CALCULATION OF REGISTRATION FEE
Title of Proposed maximum Proposed maximum Amount of
Securities Amount to be offering price aggregate registration
to registered registered(1) per share(2) offering price(2) fee
- --------------- -------------------------------- ------------------ ------------
Common Stock,
without par
value......... 600,000 shares $8.375(3) $5,025,000(3) 1,482.38(3)
=============== ================================ ================== ============
(1) Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities
Act"), this Registration Statement, also registers such additional shares of
Common Stock as may be offered or issued to prevent dilution resulting from
stock splits, stock dividends and similar transactions.
(2) It is impracticable to state the maximum offering price. Shares offered
pursuant to incentive stock options granted under the 1993 Stock Option and
Incentive Plan are to be offered at not less than the market value of one share
of common stock of Shoe Carnival, Inc. on the date such incentive stock options
are granted.
(3) Estimated solely for purposes of calculating the registration fee and
computed in accordance with Rule 457(c) under the Securities Act using the
average of the high and low prices of the Common Stock as reported by NASDAQ on
January 8, 1998, which was $8.375 per share.
<PAGE>
The Registrant's Registration Statement on Form S-8 (Registration No.
33-74050) is incorporated herein by reference.
-1-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 8th day of
December, 1997.
SHOE CARNIVAL, INC.
By: /s/ Mark L. Lemond
Mark L. Lemond, President and
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in their respective
capacities and on the respective dates indicated opposite their names. Each
person whose signature appears below hereby authorizes Mark L. Lemond and W.
Kerry Jackson, each with full power of substitution, to execute in the name and
on behalf of such person any post-effective amendment to this Registration
Statement and to file the same, with exhibits thereto, and other documents in
connection therewith, making such changes in this Registration Statement as the
registrant deems appropriate, and appoints each of Mark L. Lemond and W. Kerry
Jackson, each with full power of substitution, attorney-in-fact to sign any
amendment and any post-effective amendment to this Registration Statement and to
file the same, with exhibits thereto, and other documents in connection
therewith.
Signature Title Date
--------- ----- ----
/s/ J. Wayne Weaver Chairman of the Board and December 8, 1997
J. Wayne Weaver Director
/s/ Mark L. Lemond President, Chief Executive December 8, 1997
Mark L. Lemond Officer and Director (Principal
Executive Officer)
/s/ W. Kerry Jackson Vice President, Chief Financial December 8, 1997
W. Kerry Jackson Officer and Treasurer (Principal
Financial Officer and Principal
Accounting Officer)
-2-
<PAGE>
Signature Title Date
--------- ----- ----
/s/ William E. Bindley Director December 8, 1997
William E. Bindley
/s/ Gerald W. Schoor Director December 8, 1997
Gerald W. Schoor
-3-
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description of Exhibit
4.1 Restated Articles of Incorporation of Registrant (The copy of this
Exhibit filed as Exhibit 3.1 to the Company's Current Report on Form
8-K dated July 17, 1996 is incorporated by reference.)
4.2 By-Laws of Registrant, as amended to date. (The copy of this Exhibit
filed as Exhibit 3-B to the Company's Quarterly Report on Form 10-Q for
the quarter ended November 2, 1996 is incorporated by reference.)
4.3 1993 Stock Option and Incentive Plan of Registrant, as amended to date.
(The copy of this Exhibit filed as Exhibit 10-E to the Company's
Quarterly Report on Form 10-Q for the quarter ended August 2, 1997 is
incorporated by reference.)
5 Opinion of Baker & Daniels, counsel for Registrant, as to the legality
of the securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Baker & Daniels (included in Baker & Daniels Opinion filed
as Exhibit 5).
24 Power of Attorney (included on the Signature Page of the Registration
Statement).
-4-
<PAGE>
Exhibit 5
BAKER & DANIELS
300 North Meridian Street, Suite 2700
Indianapolis, Indiana 46204
December 29, 1997
Shoe Carnival, Inc.
8233 Baumgart Road
Evansville, Indiana 47711
Gentlemen:
We have examined the corporate records and proceedings of Shoe
Carnival, Inc., an Indiana corporation ("Company"), with respect to (a) the
organization of the Company, and (b) the legal sufficiency of all corporate
proceedings of the Company taken in connection with the authorization,
reservation for issuance, validity and nonassessability of the additional
600,000 shares of common stock of the Company, without par value ("Common
Stock") that may be issued under the Company's 1993 Stock Option and Incentive
Plan (the "1993 Plan"), pursuant to the Company's Registration Statement on Form
S-8 ("Registration Statement"), in connection with which this opinion is given.
Based upon such examination, we are of the opinion that:
1. The Company is a duly organized and validly existing corporation
under the laws of the State of Indiana.
2. When the Registration Statement shall have become effective and
the shares of Common Stock offered pursuant thereto have been issued and sold in
accordance with the terms of the 1993 Plan such shares will be validly
authorized, legally issued, and fully paid and nonassessable.
Our opinion expressed above is limited to the federal law of the
United States and the law of the State of Indiana.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby concede that
we are within the category of persons whose consent is required under Section 7
of the Act or the Rules and Regulations of the Commission thereunder.
Yours very truly,
/s/ Baker & Daniels
BAKER & DANIELS
-5-
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Shoe Carnival, Inc. on Form S-8 of our report dated March 7, 1997, appearing in
the Annual Report on Form 10-K of Shoe Carnival, Inc. for the fiscal year ended
February 1, 1997.
Deloitte & Touche LLP
Stamford, Connecticut
January 9, 1998
-6-
<PAGE>
