Post-effective Amendment to an S-8 Filing (s-8 Pos)
June 23 2023 - 4:28PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on June 23, 2023
Registration No. 333-183748
Registration No. 333-153421
Registration No. 333-117231
Registration No. 333-60114
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Post-Effective Amendment No. 2 to Form S-8 Registration
Statement No. 333-183748
Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-153421
Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-117231
Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-60114
UNDER THE
Securities Act of 1933
SHOE CARNIVAL, INC.
(Exact name of Registrant as specified in its charter)
Indiana
(State or other jurisdiction of
incorporation or organization)
|
|
35-1736614
(I.R.S. Employer
Identification No.)
|
7500 East Columbia Street
Evansville, Indiana
(Address of principal executive offices) |
|
47715
(Zip Code) |
SHOE CARNIVAL, INC.
2000
STOCK OPTION AND INCENTIVE PLAN
(Full
title of the plan)
Mark J. Worden
President and Chief Executive Officer
7500 East Columbia Street
Evansville, Indiana 47715
(Name and address of agent for service)
(812) 867-4034
(Telephone number, including area code, of agent
for service)
Copy to:
Janelle Blankenship
Faegre Drinker Biddle & Reath LLP
600 E. 96th Street, Suite 600
Indianapolis, Indiana 46240
(317) 569-9600
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | |
Accelerated filer x |
Non-accelerated
filer ¨ | |
Smaller reporting
company ¨ |
| |
Emerging
growth company ¨ |
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
Shoe Carnival, Inc. (the “Company”)
is filing this Post-Effective Amendment to the Registration Statements on Form S-8 (File Nos. 333-183748, 333-153421, 333-117231 and 333-60114)
(each a “Registration Statement” and collectively, the “Registration Statements”) to withdraw and remove from
registration the unissued and unsold securities under the Shoe Carnival, Inc. 2000 Stock Option and Incentive Plan, as amended (the “2000
Plan”), previously registered by the Company pursuant to the Registration Statements. The Registration Statements registered up
to 3,900,000 shares of the Company’s Common Stock issuable to participants under the 2000 Plan (as adjusted for the three-for-two
stock split in March 2012).
In 2017, the Board of Directors and the shareholders
of the Company adopted and approved the Shoe Carnival, Inc. 2017 Equity Incentive Plan (the “2017 Plan”), which replaced the
2000 Plan. After the approval of the 2017 Plan by the shareholders of the Company on June 13, 2017, no further grants were made under
the 2000 Plan, and the 2000 Plan expired in accordance with its terms in June 2022. All awards granted under the 2000 Plan have expired,
have been fully exercised or have fully vested.
In accordance with the undertaking contained in
the Registration Statements pursuant to Item 512 of Regulation S-K, this Post-Effective Amendment to the Registration Statements is being
filed to deregister and remove all of the previously registered shares of the Company’s Common Stock that remain unissued and unsold
under the Registration Statements as of the date hereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Company 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 Post-Effective Amendment to the Registration Statements to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of Evansville, State of Indiana, on June 23, 2023.
| SHOE CARNIVAL, INC. |
| | |
| By | /s/ Mark J. Worden |
| | Mark J. Worden |
| | President and Chief Executive Officer |
Each person whose signature
appears below hereby authorizes Mark J. Worden and Erik D. Gast, each with full power of substitution, to execute in the name and on behalf
of such person any amendment to this Registration Statement, including post-effective amendments, and to file the same, with exhibits
thereto, and other documents in connection therewith, making such changes in this Registration Statement as the Company deems appropriate,
and appoints each of Mark J. Worden and Erik D. Gast, each with full power of substitution, attorney-in-fact to sign any amendment to
this Registration Statement, including post-effective amendments, and to file the same, with exhibits thereto, and other documents in
connection therewith.
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statements has been signed by the
following persons in the capacities indicated on June 23, 2023:
Signature |
|
Title |
|
|
|
/s/ J. Wayne Weaver |
|
Chairman of the Board and Director |
J. Wayne Weaver |
|
|
|
|
|
/s/ Clifton E. Sifford |
|
Vice Chairman and Director |
Clifton E. Sifford |
|
|
|
|
|
/s/ Mark J. Worden |
|
President, Chief Executive Officer and Director |
Mark J. Worden |
|
(Principal Executive Officer) |
|
|
|
/s/ James A. Aschleman |
|
Director |
James A. Aschleman |
|
|
|
|
|
/s/ Andrea R. Guthrie |
|
Director |
Andrea R. Guthrie |
|
|
|
|
|
/s/ Diane Randolph |
|
Director |
Diane Randolph |
|
|
|
|
|
/s/ Charles B. Tomm |
|
Director |
Charles B. Tomm |
|
|
|
|
|
/s/ Erik D. Gast |
|
Executive Vice President, Chief Financial Officer and Treasurer |
Erik D. Gast |
|
(Principal Financial Officer) |
|
|
|
/s/ Patrick C. Edwards |
|
Vice President, Chief Accounting Officer, Corporate Controller |
Patrick C. Edwards |
|
and Secretary (Principal Accounting Officer) |
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