SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
January 29, 2018
(Date of Report; Date of Earliest Event Reported)
STEIN MART, INC.
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction
1200 Riverplace Blvd., Jacksonville, Florida 32207
(Address of Principal Executive Offices Including Zip Code)
(Registrants telephone number, including area code)
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))|
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 (§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 7.01||REGULATION FD DISCLOSURE|
On January 29, 2018, Stein Mart, Inc. (the Company) issued a press release announcing that a special committee appointed by its Board of Directors, together with management, have assembled a team to explore opportunities to improve operating performance and identify potential strategic alternatives. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
Except for historical information contained therein, the statements in the press release may be forward-looking and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company does not assume any obligation to update or revise any forward-looking statements even if experience or future changes make it clear that projected results expressed or implied will not be realized. Forward-looking statements involve known and unknown risks and uncertainties that may cause the Companys actual results in future periods to differ materially from forecasted or expected results. Those risks include, without limitation: the failure to identify and realize potential strategic alternatives, the Companys ability to implement its strategic plans, economic conditions, competition in the retail industry, capital availability and debt levels, dividend impact on stock price, dependence on certain key personnel, ability to attract and retain qualified employees, and other risks and uncertainties described in the Companys filings with the Securities and Exchange Commission.
The information contained in this report and in the exhibit attached to this report is being furnished to the Securities and Exchange Commission and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of that section, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
|ITEM 9.01||FINANCIAL STATEMENTS AND EXHIBITS|
|99.1||Stein Mart, Inc. press release dated January 29, 2018.|
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.
|STEIN MART, INC.|
|Date: January 30, 2018||By:|
|D. Hunt Hawkins|
|Chief Executive Officer|
|January 29, 2018||For more information:|
|Linda L. Tasseff|
|FOR IMMEDIATE RELEASE||Director, Investor Relations|
Stein Mart, Inc. Assembles Team to Improve Performance
and Explore Strategic Alternatives
JACKSONVILLE, Fla. Stein Mart, Inc. (NASDAQ: SMRT) today announced that a Special Committee appointed by its Board of Directors, together with management, have assembled a team to explore all opportunities to improve operating performance and identify potential strategic alternatives. The company has retained PJ SOLOMON as its investment banking and financial advisor and had previously engaged Alvarez & Marsal to review its operations for performance enhancements.
Given the continuing challenges of the retail environment, it is prudent for us to review our strategic options while focusing on ways to improve our business, said Hunt Hawkins, Chief Executive Officer.
Stein Mart has not set a timetable for completion of this process and does not intend to disclose further developments unless and until the Board of Directors Special Committee has approved a specific transaction or otherwise determined that disclosure is appropriate.
About Stein Mart
Stein Mart, Inc. is a national specialty off-price retailer offering designer and name-brand fashion apparel, home décor, accessories and shoes at everyday discount prices. Stein Mart provides real value that customers will love every day both in stores and online. The Company currently operates 293 stores across 31 states. For more information, please visit www.steinmart.com.