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): July 11, 2005
STEIN MART, INC.
(Exact name of registrant as specified in its charter)
Florida 0-20052 64-0466198
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
1200 Riverplace Blvd.,
Jacksonville, Florida 32207
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (904) 346-1500
(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:
[ ] 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 1.01 Entry into a Material Definitive Agreement
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On July 11, 2005, Stein Mart, Inc. (the "Company") entered into
employment agreements (the "Executive Officer Employment Agreements") with the
following Executive Officers: Michael D. Fisher, the Company's President and
Chief Executive Officer, James G. Delfs, the Company's Chief Financial Officer,
D. Hunt Hawkins, the Company's Senior Vice President of Human Resources and
Michael D. Ray, the Company's Senior Vice President/Director of Stores. The
Executive Officer Employment Agreements, among other things, provide: (i) for a
term of three years, with annual renewals thereafter, (ii) initial base salary
of $700,000 as to Mr. Fisher, $305,000 for Mr. Delfs, $280,000 for Mr. Hawkins,
and $275,000 for Mr. Ray, (iii) severance compensation equal to 200% of their
respective annual base compensation if terminated without cause by the Company
or with good reason by the executive, (iii) if terminated without cause by the
Company or with good reason by the executive following a change of control,
severance compensation of 200% of their respective bonuses, if any, already
earned for the then current year through the date of termination, (iv)
restrictive covenants against competing with the Company or recruiting any
Company personnel for two years following termination, and (v) vesting of
unvested options and restricted shares upon death or disability. The executives
remain eligible for other benefit plans and incentive plans in effect from time
to time. Mr. Fisher's Executive Officer Employment Agreement also contains
certain rights of appeal to the Company's Board of Directors and certain cure
rights prior to his termination for cause.
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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.
STEIN MART, INC.
July 15, 2005 By: /s/ James G. Delfs
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Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
No. Description of Exhibit
10.1 Employment Agreement, dated as of July 11, 2005, between Stein Mart,
Inc. and Michael D. Fisher.
10.2 Employment Agreement, dated as of July 11, 2005, between Stein Mart,
Inc. and James G. Delfs.
10.3 Employment Agreement, dated as of July 11, 2005, between Stein Mart,
Inc. and D. Hunt Hawkins.
10.4 Employment Agreement, dated as of July 11, 2005, between Stein Mart,
Inc. and Michael D. Ray.
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