catos8

S-8 1 catos8.htm FORM S-8 catos8

As filed with the Securities and Exchange Commission on May 29, 2025

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 October 1, 2025)

(Full title of the plan)

Charles D. Knight

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)

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Copy to

Patrick S. Bryant

Robinson Bradshaw & Hinson, P.

101 North Tryon Street

Charlotte, North Carolina 28246-0106

(704) 377-8366

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.

☐

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 October 1, 2025 (the

“Plan”).

The Class A Common Stock registered hereunder are the same class as

those previously registered on

Forms S-8 filed with the Securities and Exchange Commission (the “Commission”)

on May 31, 2013 (File No. 333-

188990) and May 27, 2021 (File No. 333-256538) (collectively,

the “Prior Registration Statements”).

This Registration Statement 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 Statements are incorporated herein by reference and made part of this

Registration Statement, except as

amended or superseded hereby.

PART

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 of 1933 (the “Securities Act”) and

the Note to Part I of Form S-8.

PART

INFORMATION REQUIRED

IN THE REGISTRATION

STATEMENT

Item 3.

Incorporation of Documents by Reference.

The Company hereby incorporates by reference into this Registration Statement the following

documents filed with

the Commission by the Company:

(a)

Annual Report on Form 10-K for the fiscal year ended February 1, 2025;

(b)

Quarterly Report on Form 10-Q for the fiscal quarter ended May 3, 2025;

(c)

The description of the Company’s Class

A Common Stock contained in Exhibit 4.1, as amended, filed with

the Company’s Form 10-K for the fiscal

year ended February 1, 2020.

All documents subsequently filed by the Registrant pursuant to Section 13(a),

13(c), 14 or 15(d) of the Securities

Exchange Act of 1934 (the “Exchange Act”) and prior to the filing of a post-effective

amendment which indicates

that all securities offered have been sold or which deregisters all securities then remaining

unsold, shall be deemed

to be incorporated by reference in this Registration Statement and to be a part

hereof from the date of filing such

documents.

Any statement contained in this Registration Statement shall be deemed to be

modified or superseded to

the extent that a statement contained in a subsequently filed document

which is, or is deemed to be, incorporated by

reference herein modifies or supersedes such statement.

Any statement so modified or superseded shall not be

deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Any statement

contained in a document incorporated or deemed to be incorporated by reference herein shall

be deemed to be

modified or superseded for purposes of this Registration Statement to the extent that a statement

contained in any

other subsequently filed document that is or is deemed to be incorporated

by reference herein, modifies or

supersedes such statement.

Item 6.

Indemnification of Directors and Officers.

Section 102 of the General Corporation Law of the State of Delaware (the “DGCL”) allows a corporation

to adopt a

provision of its certificate of incorporation that limits or eliminates the personal liability

of directors and officers of

a corporation to the corporation or its stockholders for monetary damages for breach

of fiduciary duty as a director

or officer, except that no provision

may limit or eliminate the liability of (i) a director or officer for a breach of the

duty of loyalty, (ii) a director

or officer for acts or omissions not in good faith or that involve intentional

misconduct

or a knowing violation of law, (iii)

a director for the payment of a dividend or approval of a stock repurchase or

redemption in violation of the DGCL, (iv) a director or officer for

a transaction from which the director or officer

obtained an improper personal benefit, or (v) an officer in an action by or

in the right of the corporation, including

any derivative action.

Section 145 of the DGCL provides, among other things, that a corporation

may indemnify any person who was or is

a party or is threatened to be made a party to any threatened, pending or completed action, suit or

proceeding—other

than an action by or in the right of the Company—by reason of the fact that the person is

or was a director, officer,

employee or agent of the Company, or

is or was serving at the request of the corporation as a director,

officer,

employee or agent of another corporation, partnership, joint venture, trust or other enterprise

against expenses,

including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably

incurred by the

person in connection with such action, suit or proceeding. The power to indemnify applies

(a) if such person is

successful on the merits or otherwise in defense of any action, suit or proceeding or

(b) if such person is acting in

good faith and in a manner such person reasonably believed to be in the best interest,

or not opposed to the best

interest, of the Company, and

with respect to any criminal action or proceeding, had no reasonable cause to believe

his or her conduct was unlawful. The power to indemnify applies to actions brought by or

in the right of the

Company as well as but only to the extent of defense expenses, including attorneys’

fees actually and reasonably

incurred, but does not apply to judgments or amounts paid in settlement, and

with the further limitation that in such

actions no indemnification of expenses shall be made in the event of any adjudication

of liability to the Company,

unless the court believes that in light of all the circumstances indemnification should apply.

The Company’s Amended and

Restated Certificate of Incorporation eliminates the liability of its directors for

monetary damages to the Company and its stockholders to the fullest extent permitted by the

DGCL, and further

provides that the Company shall indemnify its directors and officers, including

when acting as directors, officers,

employees and agents of other enterprises, to the fullest extent permitted by the DGCL.

The Plan provides that no member of the Committee that administers the Plan or the Board

of Directors will be

liable for any action or decision made in good faith relating to the Plan.

The Company also maintains insurance against certain liabilities that may be incurred

by the Company’s officers

and directors.

Item 8.

Exhibits

Exhibit

No.

Description of Exhibit

4.1

The Cato Corporation 2013 Employee Stock Purchase Plan (Amended and Restated

as of October 1,

2025), incorporated by reference to Appendix A to the Proxy Statement of the Company

filed on

April 10, 2025

4.2

Amended and Restated Certificate of Incorporation, incorporated by reference to

Exhibit 3.1 to Form

10-Q of the Company for the quarter ended May 2, 2020

4.3

Amended and Restated By-Laws, incorporated by reference to Exhibit 3.2

to Form 10-Q of the

Company for the quarter ended May 2, 2020

5.1*

Opinion of Robinson Bradshaw & Hinson, P.A

23.1*

Consent of Robinson Bradshaw & Hinson, P.A.

(included in Exhibit 5.1)

23.2*

Consent of PricewaterhouseCoopers LLP

Powers of Attorney (included on the signature page hereto)

107*

Filing Fee Table

*Filed herewith.

Item 9. Undertakings.

(a)

The undersigned Registrant hereby undertakes:

(1)

To file, during any period in

which offers or sales are being made, a post-effective amendment

to this

Registration Statement:

(i)

To include any prospectus

required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus

any facts or events arising after the effective date of this Registration

Statement (or the most recent post-effective amendment thereof)

which, individually or in the aggregate,

represent a fundamental change in the information set forth in this Registration Statement;

and

(iii)

To include any material information

with respect to the plan of distribution not previously disclosed in

this Registration Statement or any material change to such information in this Registration

Statement;

provided, however,

that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required

to be included in a

post-effective amendment by those paragraphs is contained in reports

filed with or furnished to the Commission by

the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated

by reference in this

Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each

such post-effective amendment

shall be deemed to be a new registration statement relating to the securities offered

therein, and the offering of such

securities at that time shall be deemed to be the initial

bona fide

offering thereof.

(3)

To remove from registration

by means of a post-effective amendment any of the securities being registered

which remain unsold at the termination of the offering.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability

under the

Securities Act, each filing of the Registrant’s

annual report pursuant to Section 13(a) or Section 15(d) of the

Exchange Act that is incorporated by reference in this Registration Statement shall be deemed

to be a new

registration statement relating to the securities offered therein, and

the offering of such securities at that time shall be

deemed to be the initial

bona fide

offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted

to directors, officers,

and controlling persons of the Registrant pursuant to the foregoing provisions or

otherwise, the Registrant has been

advised that in the opinion of the Commission such indemnification is against public policy as expressed

in the

Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities

(other than the payment by the Registrant of expenses incurred or paid by a director,

officer, or controlling person of

the Registrant in the successful defense of any action, suit, or proceeding) is asserted

by such director, officer,

controlling person in connection with the securities being registered, the Registrant

will, unless in the opinion of its

counsel the matter has been settled by controlling precedent, submit to a court of appropriate

jurisdiction the

question whether such indemnification by it is against public policy as expressed in the Securities

Act and will be

governed by the final adjudication of such issue.

SEC Form S-8 filed by Cato Corporation