Securities Registration: Employee Benefit Plan (s-8)
December 01 2016 - 4:46PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 1, 2016.
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STEIN MART,
INC.
(Exact name of registrant as specified in its charter)
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Florida
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64-0466198
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1200 Riverplace Blvd.
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Jacksonville, FL
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32207
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(Address of Principal Executive Offices)
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(Zip Code)
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Stein Mart, Inc. Employee Stock Purchase Plan
(Full title of the plan)
Gregory W. Kleffner
Executive Vice President and Chief Financial 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)
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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CALCULATION
OF REGISTRATION FEE
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Title of
Securities to
be
Registered
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Amount to be
Registered(1)
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Proposed
Maximum Offering
Price per
Share
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration Fee
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Common Stock, $0.01 par value
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125,000 shares
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$5.11(2)
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$638,750
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$74.03
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional shares of the Registrant’s common stock
that become issuable under the Stein Mart, Inc. Employee Stock Purchase Plan, as amended, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number
of the Registrant’s outstanding shares of common stock.
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(2)
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Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(a) and Rule 457(h)(1) under the Securities, the offering price per share and aggregate offering price per share are based upon
the average of the high and low prices of the Registrant’s common stock on November 29, 2016, as reported on the NASDAQ Global Select Market.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to the registration of an additional 125,000 shares of Common Stock, par value $0.01 per
share, of Stein Mart, Inc. (the “Registrant”), to be offered pursuant to the Stein Mart, Inc. Employee Stock Purchase Plan (the “ESPP”). The Registrant has previously filed Registration Statements with respect to the ESPP on Form
S-8 with the Securities and Exchange Commission (the “SEC”) on May 29, 1997 (File No. 333-27991) (the “Original ESPP Registration Statement”), on August 7, 2001 (File No. 333-67038) (the “Second ESPP
Registration Statement”), and on June 26, 2009 (File No. 333-160248) (the “Third ESPP Registration Statement”) which related to the registration of an aggregate of 2,800,000 shares of the Registrant’s Common Stock (as
adjusted for a 2-for-1 stock split in 1998) offered pursuant to the ESPP, the contents of which Original ESPP Registration Statement, Second ESPP Registration Statement and Third ESPP Registration Statement are incorporated herein by reference. In
accordance with the provisions of General Instruction E to Form S-8, Part I and Part II of Form S-8 are omitted from this Registration Statement.
PART II
INFORMATION REQUIRED IN THE INFORMATION STATEMENT
The list of Exhibits is incorporated herein by reference to the Index to
Exhibits.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 December 1, 2016.
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STEIN MART, INC.
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By:
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/s/ D. Hunt Hawkins
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D. Hunt Hawkins
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Interim Chief Executive Officer and Director
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on
Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ D. Hunt Hawkins
D. Hunt Hawkins
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Interim Chief Executive
Officer and Director
(Principal
Executive Officer)
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December 1, 2016
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/s/ Gregory W. Kleffner
Gregory W. Kleffner
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Executive Vice President and
Chief Financial Officer
(Principal
Financial Officer)
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December 1, 2016
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/s/ E. Chantelle Quick
E. Chantelle Quick
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Senior Vice President
and Controller
(Principal
Accounting Officer)
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December 1, 2016
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/s/ Jay Stein
Jay Stein
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Chairman of the Board
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December 1, 2016
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/s/ John H. Williams, Jr.
John H. Williams, Jr.
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Vice Chairman of the Board
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December 1, 2016
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/s/ Irwin Cohen
Irwin Cohen
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Director
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December 1, 2016
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/s/ Thomas L. Cole
Thomas L. Cole
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Director
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December 1, 2016
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/s/ Timothy Cost
Timothy Cost
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Director
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December 1, 2016
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/s/ Lisa Galanti
Lisa Galanti
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Director
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December 1, 2016
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/s/ Mitchell W. Legler
Mitchell W. Legler
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Director
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December 1, 2016
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/s/ Richard L. Sisisky
Richard L. Sisisky
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Director
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December 1, 2016
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/s/ Burton M. Tansky
Burton M. Tansky
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Director
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December 1, 2016
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II-2
INDEX TO EXHIBITS
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Exhibit Number
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Description
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5(a)
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Opinion of Bradley Arant Boult Cummings LLP.
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10(a)
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Amended and Restated Stein Mart, Inc. Employee Stock Purchase Plan, incorporated by reference to the Company’s definitive proxy statement on Schedule 14A filed on April 24, 2015.
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23(a)
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Consent of KPMG LLP.
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23(b)
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Consent of Bradley Arant Boult Cummings LLP (contained in Exhibit 5(a)).
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