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Shoe Carnival Inc – ‘8-K’ for 12/12/19

On:  Friday, 12/13/19, at 4:15pm ET   ·   For:  12/12/19   ·   Accession #:  1564590-19-45961   ·   File #:  0-21360

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/13/19  Shoe Carnival Inc                 8-K:8,9    12/12/19    2:71K                                    ActiveDisclosure/FA

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     23K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     15K 


‘8-K’   —   Current Report


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UNITED 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 13, 2019 (December 12, 2019)

 

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, Indiana

 

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 Instructions 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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

SCVL

 

The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. 

 

 


Item 8.01 Other Events.

 

On December 12, 2019, 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, 2020. 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, 2020, 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 $50 million share repurchase program that was authorized on December 13, 2018, which will expire in accordance with its terms on December 31, 2019.  There is currently $19.1 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 $0.085 per share to be paid on January 27, 2020, to shareholders of record as of the close of business on January 13, 2020.

 

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:

   

Exhibit No.Exhibits

  

99.1Press Release of the Company Dated December 13, 2019

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.

 

 

 

 (Registrant)          

 

Date:  December 13, 2019

By:

/s/ W. Kerry Jackson

 

 

 

W. Kerry Jackson

 

 

 

 Senior Executive Vice President

 

 

 

Chief Financial and Administrative Officer and Treasurer

 

 

 

 

 

 

3

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
12/31/20None on these Dates
1/27/20
1/13/20
1/1/20
12/31/19
Filed on:12/13/19
For Period end:12/12/19
12/13/18
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