UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)
March 21, 2016 (March 15, 2016)    
   

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))



 
 
 

EXPLANATORY NOTE
 
This amendment on Form 8-K/A (this “Amended Report”) is being filed by Shoe Carnival, Inc. (the “Company”) solely to replace an incorrect version of the form of restricted stock award agreement filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated March 21, 2016 (the “Original Filing”) with the correct version of the form of restricted stock award agreement. The attached Exhibit 10.2 supersedes and replaces the previously filed Exhibit 10.2 in its entirety.
 
Except for the foregoing, this Amended Report does not amend, modify or update the Original Filing in any way and should be read in conjunction with the Original Filing, which speaks only as of its original filing date.

Item 9.01.    Financial Statements and Exhibits.

(d)           Exhibit:

Exhibit No.
Exhibit
10.2
Form of Award Agreement for restricted stock with both performance-based and time-based restrictions granted under the Shoe Carnival, Inc. 2000 Stock Option and Incentive Plan, as amended
 
 
 

 
 
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)
       
       
Dated:  April 25, 2016
 
By:
/s/ W. Kerry Jackson
     
W. Kerry Jackson
     
Senior Executive Vice President
Chief Operating and Financial Officer and Treasurer
       

 
 
3
 

Exhibit 10.2



Notice of Grant of Award
and Award Agreement
Shoe Carnival, Inc.
ID: 35-1736614
7500 E. Columbia Street
Evansville, IN 47715

[Name]
[Address]
 
Award Number:
Plan:  2000 Stock Option and Incentive Plan, as amended (the “2000 Plan”)
ID:
   

Effective [Grant Date] (the “Grant Date”), you have been granted a restricted stock award of [Number of Shares] shares (the “Shares”) of Shoe Carnival, Inc. (the “Company”) common stock. The value of the award on the date of grant is $[            ].
 
The Shares are subject to the performance-based and time-based restrictions and conditions set forth herein during the period from the Grant Date until such Shares become vested and nonforfeitable (the “Restricted Period”).  While the Shares will be registered in your name and you will have the right to vote the Shares, they will be held by the Company until the Restricted Period has expired. Any dividends declared during the Restricted Period will be deferred and paid upon vesting. The Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered until the Restricted Period has expired.
 
Except as otherwise set forth herein or in the 2000 Plan, if the performance target with respect to such Shares, as set forth below, is met in [any of][insert description of performance period(s)] (the “Performance Period[s]”), then such Shares shall become vested and nonforfeitable, meaning that the Restricted Period shall expire with respect to such Shares, on [                         ] (the “Vesting Date”). If the performance target with respect to such Shares is not met in [any of] the Performance Period[s], such Shares and any deferred dividends on such Shares will be forfeited and returned to the Company on the Vesting Date.
 
Shares
[             ]
Performance Target
[                      ]
 
If you cease to maintain Continuous Service (as defined in the 2000 Plan) prior to the Vesting Date by reason of retirement , all Shares (whether or not the performance target has been met), and any deferred dividends on all Shares, will automatically be forfeited and returned to the Company. In the event of a Change in Control (as defined in the 2000 Plan), all Shares (whether or not the performance target has been met) shall become fully vested along with any deferred dividends, and the Restricted Period on all Shares shall expire.
 
By your signature and the Company’s signature below, you and the Company agree that this award is granted under and governed by the terms and conditions of the 2000 Plan and the Award Agreement, all of which are attached and made a part of this document.
 

 
Shoe Carnival, Inc.
 
 
[Name of Award Recipient]
 
 
Date
 
 
Date