Form 8-K SHOE CARNIVAL INC For: Dec 10
Tweet
Share
E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
Date of Report (Date of earliest event reported)
|
December 10, 2015 (December 9, 2015)
|
|
SHOE CARNIVAL, INC.
|
|
(Exact name of registrant as specified in its charter)
|
|
Indiana
|
|
0-21360
|
|
35-1736614
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
7500 East Columbia Street, Evansville, IN
|
|
47715
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Registrant's telephone number, including area code
|
(812) 867-6471
|
|
Not Applicable
|
|
(Former name or former address if changed since last report)
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|
[ ]
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
[ ]
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
[ ]
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
[ ]
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 8.01 Other Events.
On December 9, 2015, the Board of Directors of Shoe Carnival, Inc. (the "Company") authorized a new share repurchase program for up to $50 million of its outstanding common stock, effective January 1, 2016. The purchases under the new share repurchase program may be made in the open market or through privately negotiated transactions from time-to-time through December 31, 2016, and in accordance with applicable laws, rules and regulations. Repurchases may also be made pursuant to a Rule 10b5-1 plan, which, if adopted by the Company, would permit shares to be repurchased in accordance with pre-determined criteria when the Company might otherwise be prohibited from doing so under insider trading laws or because of self-imposed trading blackout periods. The share repurchase program may be amended, suspended or discontinued at any time and does not commit the Company to repurchase shares of its common stock. The actual number and value of the shares to be purchased will depend on the performance of the Company's stock price and other market conditions.
The new share repurchase program will replace the existing $25 million share repurchase program that was authorized on December 11, 2014, which will expire in accordance with its terms on December 31, 2015. There is currently $12.2 million that remains authorized for repurchases under the existing share repurchase program. Additional purchases may be made under the existing share repurchase program prior to its expiration.
In addition, the Company's Board of Directors approved the payment of a quarterly cash dividend of $0.065 per share to be paid on January 25, 2016, to shareholders of record as of the close of business on January 11, 2016.
A copy of the press release announcing the new share repurchase program and the payment of the quarterly cash dividend is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
The following item is filed as an exhibit to this Current Report on Form 8-K:
|
Exhibit No.
|
Exhibit
|
|
99.1
|
Press Release of the Company dated December 10, 2015.
|
2
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 hereunto duly authorized.
|
|
SHOE CARNIVAL, INC.
|
|||
|
Dated: December 10, 2015
|
By:
|
/s/ W. Kerry Jackson
|
|
|
W. Kerry Jackson
|
|||
|
Senior Executive Vice President
Chief Operating and Financial Officer and Treasurer
|
|||
3
|
7500 East Columbia Street
Evansville, IN 47715
www.shoecarnival.com
(812) 867-6471
|
Contact Cliff Sifford
President, Chief Executive Officer and
Chief Merchandising Officer
or W. Kerry Jackson
Senior Executive Vice President
Chief Operating and Financial Officer and Treasurer
|
|
FOR IMMEDIATE RELEASE
|
|
SHOE CARNIVAL ANNOUNCES NEW $50 MILLION SHARE REPURCHASE
PROGRAM AND DECLARES QUARTERLY CASH DIVIDEND
|
Evansville, Indiana, December 10, 2015 - Shoe Carnival, Inc. (NASDAQ: SCVL) a leading retailer of moderately priced footwear and accessories, today announced that its Board of Directors authorized a new share repurchase program for up to $50 million of its outstanding common stock, effective January 1, 2016. In addition, its Board of Directors approved the payment of a quarterly cash dividend of $0.065 per share to be paid on January 25, 2016, to shareholders of record as of the close of business on January 11, 2016.
The new share repurchase program will replace the existing $25 million share repurchase program that was authorized on December 11, 2014, which will expire in accordance with its terms on December 31, 2015. There is currently $12.2 million that remains authorized for repurchases under the existing share repurchase program. Additional purchases may be made under the existing share repurchase program prior to its expiration.
The purchases under the new share repurchase program may be made in the open market or through privately negotiated transactions from time-to-time through December 31, 2016, and in accordance with applicable laws, rules and regulations. Repurchases may also be made pursuant to a Rule 10b5-1 plan, which, if adopted by the Company, would permit shares to be repurchased in accordance with pre-determined criteria when the Company might otherwise be prohibited from doing so under insider trading laws or because of self-imposed trading blackout periods. The share repurchase program may be amended, suspended or discontinued at any time and does not commit the Company to repurchase shares of its common stock. The Company intends to fund the share repurchase program from cash on hand and any shares acquired will be available for stock-based compensation awards and other corporate purposes. The actual number and value of the shares to be purchased will depend on the performance of the Company’s stock price and other market conditions.
Future declarations of dividends are subject to approval of the Board of Directors and will depend on the Company's results of operations, financial condition, business conditions and other factors deemed relevant by the Board of Directors.
About Shoe Carnival
Shoe Carnival, Inc. is one of the nation’s largest family footwear retailers, offering a broad assortment of moderately priced dress, casual and athletic footwear for men, women and children with emphasis on national and regional name brands. As of December 10, 2015, the Company operates 406 stores in 34 states and Puerto Rico, and offers online shopping at www.shoecarnival.com. Headquartered in Evansville, IN, Shoe Carnival trades on The NASDAQ Stock Market LLC under the symbol SCVL. Shoe Carnival's press releases and annual report are available on the Company's website at www.shoecarnival.com.
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties. A number of factors could cause our actual results, performance, achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, but are not limited to: general economic conditions in the areas of the continental United States and Puerto Rico in which our stores are located; the effects and duration of economic downturns and unemployment rates; changes in the overall retail environment and more specifically in the apparel and footwear retail sectors; our ability to generate increased sales at our stores; the potential impact of national and international security concerns on the retail environment; changes in our relationships with key suppliers; the impact of competition and pricing; our ability to successfully manage and execute our marketing initiatives and maintain positive brand perception and recognition; changes in weather patterns, consumer buying trends and our ability to identify and respond to emerging fashion trends; the impact of disruptions in our distribution or information technology operations; the effectiveness of our inventory management; the impact of hurricanes or other natural disasters on our stores, as well as on consumer confidence and purchasing in general; risks associated with the seasonality of the retail industry; the impact of unauthorized disclosure or misuse of personal and confidential information about our customers, vendors and employees; our ability to manage our third-party vendor relationships; our ability to successfully execute our growth strategy, including the availability of desirable store locations at acceptable lease terms, our ability to open new stores in a timely and profitable manner, including our entry into major new markets, and the availability of sufficient funds to implement our growth plans; higher than anticipated costs associated with the closing of underperforming stores; our ability to successfully grow our e-commerce business; the inability of manufacturers to deliver products in a timely manner; changes in the political and economic environments in China, Brazil, Europe and East Asia, where the primary manufacturers of footwear are located; the impact of regulatory changes in the United States and the countries where our manufacturers are located; the continued favorable trade relations between the United States and China and the other countries which are the major manufacturers of footwear; the resolution of litigation or regulatory proceedings in which we are or may become involved; and our ability to meet our labor needs while controlling costs; and other factors described in the Company’s SEC filings, including the Company’s latest Annual Report on Form 10-K.
In addition, these forward-looking statements necessarily depend upon assumptions, estimates and dates that may be incorrect or imprecise and involve known and unknown risks, uncertainties and other factors. Accordingly, any forward-looking statements included in this press release do not purport to be predictions of future events or circumstances and may not be realized. Forward-looking statements can be identified by, among other things, the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “pro forma,” “anticipates,” “intends” or the negative of any of these terms, or comparable terminology, or by discussions of strategy or intentions. Given these uncertainties, we caution investors not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We disclaim any obligation to update any of these factors or to publicly announce any revisions to the forward-looking statements contained in this press release to reflect future events or developments.
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Millicom (Tigo) share repurchase activity
- Four ONDA Partners Earn Placement on D Magazine’s Best Lawyers List
- Voxtur Engages ICP Securities Inc. for Automated Market Making Services
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
