FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 17, 1996 (July 16, 1996)
Date of Report (Date of earliest event reported)
SHOE CARNIVAL, INC.
(Exact name of registrant as specified in its charter)
Indiana 0-21360 35-1736614
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
8233 BAUMGART ROAD EVANSVILLE, INDIANA 47711
(Address of principal executive offices)
Registrant's telephone number, including area code: (812) 867-6471
Not Applicable
(Former name or former address, if changed since last report.)
Page 1 of 46 Pages
Exhibit Index at Page 4
1
Item 5. Other Events.
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 ("SCI Indiana"). The
purpose of the merger was to change the state of incorporation of SCI
Delaware from Delaware to Indiana. The merger was effected pursuant to
that certain Plan and Agreement of Merger, dated April 25, 1996 (the
"Merger Agreement"), which was approved and adopted by the stockholders of
SCI Delaware at the Annual Meeting of Shareholders held on June 14, 1996.
Articles of Merger were filed with the Secretary of State of Indiana on
July 16, 1996, and a Certificate of Merger was filed with the Secretary of
State of Delaware on that same date.
Pursuant to the Merger Agreement, SCI Indiana restated its Articles
of Incorporation and changed its name to "Shoe Carnival, Inc." On the
effective date of the merger, the issued and outstanding shares of Common
Stock, $0.10 par value per share, of SCI Delaware automatically converted
into shares of the Common Stock, without par value, of SCI Indiana on a
one-for-one basis, and SCI Indiana succeeded to all of the assets,
liabilities and business of SCI Delaware. The shareholders of SCI Delaware
were not required to surrender their certificates of Common Stock of SCI
Delaware, and replacement certificates representing shares of SCI Indiana
Common Stock will be issued in exchange therefor upon presentment.
Additionally at the effective time of the merger, SCI Indiana assumed SCI
Delaware's Employee Stock Purchase Plan, its 1993 Stock Option and
Incentive Plan, as amended, and options and all obligations of SCI Delaware
under such plans.
The merger did not result in any change in the business,
management, location of the principal executive offices, assets,
liabilities or stockholders' equity of SCI Delaware.
Pursuant to Rule 12g-3, SCI Indiana is the successor issuer to SCI
Delaware and the shares of Common Stock, without par value, of SCI Indiana
issued in the merger are deemed registered under Section 12 of the
Securities Exchange Act of 1934, as amended.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Because SCI Indiana was a wholly-owned subsidiary of SCI
Delaware, the Registrant is not required to provide financial
statements of SCI Indiana with respect to the merger.
2
(b) Pro forma financial information.
Because SCI Indiana was a wholly-owned subsidiary of SCI
Delaware, the Registrant is not required to provide pro forma
financial information with respect to the merger.
(c) Exhibits.
2.1 Plan and Agreement of Merger between Shoe Carnival, Inc.
and SCI Indiana, Inc., dated April 25, 1996.
2.2 Articles of Merger, dated as of July 15, 1996, of Shoe Carnival,
Inc. into SCI Indiana, Inc., and filed with the Secretary of
State of Indiana on July 16, 1996.
2.3 Certificate of Merger, dated as of July 15, 1996, of Shoe
Carnival, Inc. into SCI Indiana, Inc., and filed with the
Secretary of State of Delaware on July 16, 1996.
3.1 Restated Articles of Incorporation of Shoe Carnival, Inc.
(incorporated as SCI Indiana, Inc.).
3.2 By-Laws of Shoe Carnival, Inc., as amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto 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
3
INDEX TO EXHIBITS
Page No.
Exhibit in this
No. Description Filing
- ------- --------------------------------------------- --------
2.1 Plan and Agreement of Merger between Shoe 5
Carnival, Inc. and SCI Indiana, Inc., dated
April 25, 1996
2.2 Articles of Merger, dated as of July 15, 1996, 11
of Shoe Carnival, Inc. into SCI Indiana, Inc.,
and filed with the Secretary of State of
Indiana on July 16, 1996
2.3 Certificate of Merger, dated as of July 15, 13
1996, of Shoe Carnival, Inc. into SCI Indiana,
Inc., and filed with the Secretary of State
of Delaware on July 16, 1996
3.1 Restated Articles of Incorporation of Shoe 15
Carnival, Inc. (incorporated as SCI
Indiana, Inc.)
3.2 By-Laws of Shoe Carnival, Inc, as amended 28
4