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As filed with the Securities and Exchange Commission on
 
May 27, 2021
Registration No. 333-
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
 
D.C. 20549
FORM S-8
REGISTRATION STATEMENT
 
UNDER THE SECURITIES ACT OF 1933
THE CATO
 
CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of
incorporation)
56-0484485
(IRS Employer
Identification No.)
 
8100 Denmark Road
Charlotte, North Carolina 28723-5975
(Address of principal executive offices) (Zip Code)
THE CATO
 
CORPORATION 2013 EMPLOYEE STOCK
 
PURCHASE PLAN
(Amended and Restated as of April 1, 2021)
(Full title of the plan)
Mr.
 
John Howe
Executive Vice President and
 
Chief Financial Officer
The Cato Corporation
8100 Denmark Road
Charlotte, North Carolina 28273-5975
(704) 554-8510
(Name, Address, including Zip Code, and Telephone number,
Including Area Code, of Agent for Service)
---------------------------------------------------------------------
Copy to
:
Patrick S. Bryant
Robinson Bradshaw & Hinson, P.
 
A.
101 North Tryon
 
Street
Charlotte, North Carolina 28246-0106
(704) 377-8366
 
 
 
 
 
 
 
 
 
 
 
 
 
2
 
Indicate by check mark whether the registrant is a large
 
accelerated filer, an accelerated filer,
 
a non-accelerated filer,
a smaller reporting company,
 
or an emerging growth company.
 
See the definitions of “large accelerated
 
filer,”
“accelerated filer,” “smaller reporting company”
 
and “emerging growth company”
 
in Rule 12b-2 of the Securities
Exchange Act of 1934, as amended.
 
 
Large accelerated filer
☐
Accelerated filer
☑
Non-accelerated filer
☐
Smaller reporting company
☐
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 7(a)(2)(B) of the Securities Act.
 
☐
 
 
CALCULATION OF
 
REGISTRATION
 
FEE
 
Title of securities
to be registered
Amount
to be
registered(1)
Proposed
maximum
offering price
per share(2)
Proposed
maximum
aggregate
offering price(2)
Amount of
registration fee
Class A Common Stock
250,000 Shares
$15.28
$3,820,000
$416.76
 
 
(1) Pursuant
 
to Rule 416 under the Securities Act of 1933, as amended (the “Securities
 
Act”), this registration
statement also relates to an indeterminate number of additional shares
 
registered hereunder in the event of a
stock split, stock dividend or other similar transaction.
 
(2) Estimated
 
solely for purposes of calculating the registration fee in accordance
 
with Rule 457(c) and (h) under
the Securities Act on the basis of the average high and low prices
 
for the Class A Common Stock of the
Registrant on May 24,
 
2021 as reported on the New York
 
Stock Exchange.
 
 
 
 
3
 
EXPLANATORY
 
NOTE
 
This Registration Statement on Form S-8 is filed by The Cato
 
Corporation, a Delaware Corporation (the “Company”
or the “Registrant”), to register an additional 250,000
 
Shares of Class A Common Stock of the Company issuable
under the Company’s 2013
 
Employee Stock Purchase Plan, Amended and Restated as of April 1,
 
2021 (the “Plan”).
 
The Company previously filed with the Securities and Exchange Commission
 
(the “SEC”) a registration statement
on Form S-8 (File No. 333-188990) registering 250,000
 
Shares of Class A Common Stock of the Company issuable
under the Plan (the “Prior Registration Statement”).
 
This Registration Statement relates to the same class as that to
 
which the Prior Registration Statement relates and is
submitted in accordance with General Instruction E to Form S-8 regarding
 
registration of additional securities.
 
Pursuant to General Instruction E of Form S-8, the contents of
 
the Prior Registration Statement are incorporated
herein by reference and made part of this Registration Statement,
 
except as amended or superseded hereby.
 
PART
 
I
INFORMATION
 
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
 
prospectus relating to the Plan is omitted from
this Registration Statement in accordance with Rule 428 under
 
the Securities Act and the Note to Part I of Form S-8.
PART
 
II
INFORMATION
 
REQUIRED IN THE REGISTRATION
 
STATEMENT
Item 8. Exhibits
Exhibit
No.
Description of Exhibit
4.1
5.1*
 
23.1*
23.2*
24
Powers of Attorney (included on the signature page hereto)
 
*Filed herewith.
[SIGNATURES ON
 
THE NEXT PAGE]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4
 
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
 
the registrant certifies that it has reasonable
grounds to believe that it meets all the requirements for filing on Form
 
S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
 
authorized, in the City of Charlotte, North
Carolina, on this 27
th
 
day of May, 2021.
THE CATO CORPORATION
By:
 
/s/ John P.
 
D. Cato
 
John P.D.
 
Cato
Chairman, President and
Chief Executive Officer
 
Power of Attorney
.
Each person whose signature appears below constitutes and appoints
 
Mr. John P.D.
 
Cato and
Mr. John R. Howe as his or her
 
true and lawful attorney-in-fact and agent, with full power of substitution
 
and
resubstitution, for such person and in his or her name, place and
 
stead, in any and all capacities, to sign any or all
further amendments (including post-effective amendments)
 
to this registration statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith,
 
with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them,
 
full power and authority to do and perform each
and every act and thing requisite and necessary to be done in
 
and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying
 
and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to
 
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
 
Statement has been signed by the
following persons in the capacities and on the dates indicated
 
below.
Signature
Title
Date
/s/ John P.
 
D. Cato
 
John P.
 
D. Cato
Chairman, President and Chief Executive
Officer (Principal Executive Officer)
May 27, 2021
/s/ John R. Howe
 
John R. Howe
Executive Vice President and
 
Chief Financial
Officer (Principal Financial Officer)
May 27, 2021
/s/ Jeffrey R. Shock
 
Jeffrey R. Shock
Senior Vice President and Controller
 
(Principal
Accounting Officer)
May 27, 2021
/s/ Pamela L. Davies
 
Pamela L. Davies
Director
May 27, 2021
/s/ Thomas B. Henson
 
Thomas B. Henson
Director
May 27, 2021
/s/ Bryan F. Kennedy,
 
III
 
Bryan F. Kennedy,
 
III
Director
May 27, 2021
/s/ Thomas E. Meckley
 
Thomas E. Meckley
Director
May 27, 2021
/s/ Bailey W.
 
Patrick
 
Bailey W.
 
Patrick
Director
May 27, 2021
/s/ D. Harding Stowe
 
D. Harding Stowe
Director
May 27, 2021
 
 
5
 
/s/ Theresa J. Drew
 
Theresa J. Drew
Director
May 27, 2021