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<P align="center" style="font-size: 10pt">As Filed with the Securities and Exchange Commission on August&nbsp;18, 2004


<P align="right" style="font-size: 10pt">Registration
No.&nbsp;333<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>



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<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<P align="center" style="font-size: 18pt"><B>FORM S-8</B>

<DIV align="center" style="font-size: 10pt"><B>REGISTRATION STATEMENT<br>
Under<br>
THE SECURITIES ACT OF 1933</B></DIV>

<P align="center" style="font-size: 24pt"><B>BAKERS FOOTWEAR GROUP, INC.</B>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
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<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>MISSOURI</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>43-0577980</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction of
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Identification No.)</TD>
</TR>

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</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><B>2815 Scott Avenue<BR>
St. Louis, Missouri 63103</B><BR>
(Address, including zip code, of registrant&#146;s principal executive offices)


<P align="center" style="font-size: 14pt"><B>Bakers Footwear Group, Inc. 2003 Stock Option Plan</B>
<div align="center" style="font-size: 10pt">(Full title of the
Plan)</div>


<P align="center" style="font-size: 10pt"><B>Peter A. Edison<BR>
Bakers Footwear Group, Inc.<BR>
2815 Scott Avenue<BR>
St. Louis, Missouri 63103<BR>
(314)&nbsp;621-0699</B><BR>
(Name, address, including zip code, and telephone number,<BR>
including area code, of agent for service)


<P align="center" style="font-size: 10pt"><B>Copies of all correspondence to:</B>


<P align="center" style="font-size: 10pt"><B>J. Mark Klamer, Esq.<BR>
Bryan Cave LLP<BR>
211 North Broadway, Suite&nbsp;3600<BR>
St. Louis, Missouri 63102-2750<BR>
Tel (314)&nbsp;259-2000, Fax (314)&nbsp;259-2020</B>


<P align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD width="39%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>

    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Title of Each Class</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>of Securities to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Per Unit<sup>(1)</sup></B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price<sup>(1)</sup></B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Fee</B><HR size="1" noshade></TD>
</TR>

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<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Common Stock, par
value $0.0001 per
share</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">868,992 shares<sup>(2)</sup></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">9.22</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">8,012,107</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,016</TD>
    <TD>&nbsp;</TD>
</TR>

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</TABLE>
</DIV>

<P>
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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act of
1933, as amended, solely for the purpose of calculating the amount of the
registration fee on the basis of the average of the high and the low
reported sales prices of a share of Registrant&#146;s Common Stock on August
13, 2004, as reported by The Nasdaq National Market.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">In addition, pursuant to Rule&nbsp;416 under the Securities Act of 1933, an
additional indeterminate number of shares of Common Stock issuable
pursuant to the anti-dilution provisions of the Bakers Footwear Group,
Inc. 2003 Stock Option Plan are being registered.</TD>
</TR>

</TABLE>



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<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

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</TR>
<TR><TD colspan="9"><A HREF="#000">PART I<BR> INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#001">Item&nbsp;1. Plan Information.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#002">Item&nbsp;2. Registrant Information and Employee Plan Annual Information.</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">PART II<BR> INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#004">Item&nbsp;3. Incorporation of Documents by Reference.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#005">Item&nbsp;4. Description of Securities.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#006">Item&nbsp;5. Interests of Named Experts and Counsel.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#007">Item&nbsp;6. Indemnification of Directors and Officers.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#008">Item&nbsp;7. Exemption from Registration Claimed.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#009">Item&nbsp;8. Exhibits.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#010">Item&nbsp;9. Undertakings.</A></TD></TR>
<TR><TD colspan="9"><A HREF="#011">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#012">POWER OF ATTORNEY</A></TD></TR>
<TR><TD colspan="9"><A HREF="#013">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="c87677exv5w1.htm">Opinion and Consent of Bryan Cave LLP</A></TD></TR>
<TR><TD colspan="9"><A HREF="c87677exv23w1.htm">Consent of Ernst & Young LLP</A></TD></TR>
</TABLE>
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<!-- link1 "PART I<BR> INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS" -->
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<P align="center" style="font-size: 10pt"><B>PART I<BR>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>





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<DIV align="left"><A NAME="001"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;1. Plan Information.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Information required by Part&nbsp;I of the Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule&nbsp;428 under the Securities Act of 1933, as amended
(Securities Act&#148;), and the Note to the instructions to
Part&nbsp;I of<br>Form S-8.

<!-- link2 "Item&nbsp;2. Registrant Information and Employee Plan Annual Information." -->
<DIV align="left"><A NAME="002"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;2. Registrant Information and Employee Plan Annual Information.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Information required by Part&nbsp;I of the Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule&nbsp;428 under the Securities Act, and the Note to the
instructions to Part&nbsp;I of Form S-8.

<!-- link1 "PART II<BR> INFORMATION REQUIRED IN THE REGISTRATION STATEMENT" -->
<DIV align="left"><A NAME="003"></A></DIV>

<P align="center" style="font-size: 10pt"><B>PART II<BR>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>




<!-- link2 "Item&nbsp;3. Incorporation of Documents by Reference." -->
<DIV align="left"><A NAME="004"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by Bakers Footwear Group, Inc.
(&#147;Registrant&#148;) pursuant to the Securities Exchange Act of 1934 (the &#147;1934 Act&#148;)
are incorporated by reference into this Registration Statement:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Registrant&#146;s Annual Report on Form 10-K (File No.&nbsp;000-50563)
which contains audited financial statements for the year ended January
3, 2004.</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Registrant&#146;s Quarterly Reports on Form 10-Q (File No.
000-50563) for the quarterly periods ended April&nbsp;3, 2004 and July&nbsp;3,
2004.</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of Registrant&#146;s Common Stock, which is contained in
the Registration Statement on Form 8-A (File No.&nbsp;000-50563), dated and
filed on January&nbsp;30, 2004 pursuant to Section&nbsp;12 of the 1934 Act.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to filing 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 a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.



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<DIV align="left"><A NAME="005"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;4. Description of Securities.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

<!-- link2 "Item&nbsp;5. Interests of Named Experts and Counsel." -->
<DIV align="left"><A NAME="006"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

<!-- link2 "Item&nbsp;6. Indemnification of Directors and Officers." -->
<DIV align="left"><A NAME="007"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Registrant is a Missouri corporation. Sections&nbsp;351.355(1) and (2)&nbsp;of The
General and Business Corporation Law of the State of Missouri (&#147;GBCL&#148;) provide
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 by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, 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&#146; fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, except that, in the case
of an action or suit by or in the right of the corporation, no person shall be
indemnified as to any


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt">claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation, unless and only to the extent that the court in
which the action or suit was brought determines upon application that such
person is fairly and reasonably entitled to indemnity for proper expenses.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant&#146;s restated bylaws generally provide that the corporation
shall indemnify each person (other than a party plaintiff suing on his or her
own behalf or in the right of the corporation) who at any time is serving or
has served as a director of the corporation against any claim, liability or
expense incurred as a result of such service (or as a result of any other
service on behalf of or at the request of the corporation) to the maximum
extent permitted by law. This indemnification includes, but is not limited to,
indemnification of any such person (other than a party plaintiff suing on his
or her behalf or in the right of the corporation), who was or is a party or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding (including, but not limited to, an action by or in the right
of the corporation) by reason of such service against expenses (including,
without limitation, costs of investigation and attorneys&#146; fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him or
her in connection with such action, suit or proceeding.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant&#146;s restated bylaws further generally provide that the
corporation may indemnify any person (other than a party plaintiff suing on his
or her own behalf or in the right of the corporation) who at any time is
serving or has served as an officer, employee or agent of the corporation
against any claim, liability or expense incurred as a result of such service
(or as a result of any other service on behalf of or at the request of the
corporation) to the maximum extent permitted by law or to such lesser extent as
the corporation, in its discretion, may deem appropriate. Without limiting the
generality of the foregoing, the corporation may indemnify any such person
(other than a party plaintiff suing on his or her own behalf or in the right of
the corporation), who was or is a party, or is threatened to be made a party,
to any threatened, pending or completed action, suit or proceeding (including,
but not limited to, an action by or in the right of the corporation) by reason
of such service, against expenses (including, without limitation, costs of
investigation and attorneys&#146; fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;351.355(3) of the GBCL provides that, except as otherwise provided
in the corporation&#146;s articles of incorporation or the bylaws, to the extent a
director, officer, employee or agent of the corporation has been successful in
the defense of any such action, suit or proceeding or any claim, issue or
matter therein, he shall be indemnified against expenses, including attorney&#146;s
fees, actually and reasonably incurred in connection with such action, suit or
proceeding. The Registrant&#146;s restated bylaws provide that such indemnification
shall be mandatory.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;351.355(7) of the GBCL provides that a corporation may provide
additional indemnification to any person indemnifiable under subsection (1)&nbsp;or
(2), provided such additional indemnification is authorized by the
corporation&#146;s articles of incorporation or an amendment thereto or by a
shareholder-approved bylaw or agreement, provided further that no person shall
thereby be indemnified against conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant&#146;s restated articles of incorporation and restated bylaws
provide that the liability of the Registrant&#146;s directors to the Registrant or
to any of its shareholders for monetary damages for breach of fiduciary duties
as a director shall be limited to the fullest extent permitted by the GBCL. Any
change to the Registrant&#146;s articles of incorporation affecting this limitation
on liability shall not apply to actions taken or omissions made prior to such
change.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the Registrant expects to enter into indemnification
contracts with its directors. Pursuant to those agreements, the Registrant
expects to agree to indemnify the directors to the full extent authorized or
permitted by the GBCL. The Registrant expects the agreements to provide for
the advancement of expenses of defending any civil or criminal action, claim,
suit or proceeding against the director and for repayment of such expenses by
the director if it is ultimately judicially determined that the director is not
entitled to such indemnification.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant also has directors&#146; and officers&#146; insurance which protects
each director and officer from liability for actions taken in their capacity as
directors or officers. This insurance may provide broader coverage for such
individuals than may be required by the provisions of the restated articles of
incorporation.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The foregoing represents a summary of the general effect of the
indemnification provisions of the GBCL, the restated articles of incorporation,
the restated bylaws and such agreements and insurance. Additional information


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt">regarding indemnification of directors and officers can be found in Section
351.355 of the GBCL, the restated articles of incorporation, the restated
bylaws and any pertinent agreements.

<!-- link2 "Item&nbsp;7. Exemption from Registration Claimed." -->
<DIV align="left"><A NAME="008"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

<!-- link2 "Item&nbsp;8. Exhibits." -->
<DIV align="left"><A NAME="009"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;8. Exhibits.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Reference is made to the Exhibit index.

<!-- link2 "Item&nbsp;9. Undertakings." -->
<DIV align="left"><A NAME="010"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;9. Undertakings.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The undersigned registrant hereby undertakes:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:



<P align="left" style="margin-left:5%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) To include any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act of 1933;



<P align="left" style="margin-left:5%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the &#147;Calculation of Registration
Fee&#148; table in the effective registration statement;



<P align="left" style="margin-left:5%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>provided, however</I>, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section&nbsp;13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant&#146;s annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan&#146;s annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">asserted by such director, officer, or 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 Act and
will be governed by the final adjudication of such issue.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="011"></A></DIV>

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of 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 St. Louis, State of Missouri, on August&nbsp;18, 2004.

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">BAKERS FOOTWEAR GROUP, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">/s/ Peter A. Edison
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Peter A. Edison&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Chairman of the Board and Chief
Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>
<!-- link1 "POWER OF ATTORNEY" -->
<DIV align="left"><A NAME="012"></A></DIV>

<P align="center" style="font-size: 10pt"><B>POWER OF ATTORNEY</B>




<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each person whose signature appears below hereby constitutes and appoints
Peter A. Edison and Lawrence L. Spanley, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) and supplements 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 (or any other governmental or
regulatory authority), and hereby grants to such 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, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by or on behalf of the following
persons in the capacities and on the date indicated.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="28%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="49%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR><TD>&nbsp;</TD></TR>
<TR valign="bottom">
    <TD align="center" nowrap valign="top"><DIV style="margin-left:lem; text-indent:-10px">/s/ Peter A. Edison<BR>
<HR size="1" noshade>
Peter A. Edison</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Chairman of the Board and Chief Executive Officer and Director (Principal Executive Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August 18, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Lawrence L. Spanley<BR>
<HR size="1" noshade>
Lawrence L. Spanley</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Chief Financial Officer, Vice President &#150; Finance, Treasurer
and Secretary (Principal Financial Officer and Principal Accounting Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August 12, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Andrew N. Baur<BR>
<HR size="1" noshade>
Andrew N. Baur</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August 12, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Michele A. Bergerac<BR>
<HR size="1" noshade>
Michele A. Bergerac</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August 12, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Timothy F. Finley<BR>
<HR size="1" noshade>
Timothy F. Finley</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August 12, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Harry E. Rich<BR>
<HR size="1" noshade>
Harry E. Rich</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August 12, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Scott C. Schnuck<BR>
<HR size="1" noshade>
Scott C. Schnuck</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August 12, 2004</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="013"></A></DIV>

<P align="center" style="font-size: 10pt"><B>EXHIBIT INDEX</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="92%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit&nbsp;3.1 of the Company&#146;s Annual
Report on Form&nbsp;10-K filed April&nbsp;2, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Restated Bylaws of the Company (incorporated by reference to
Exhibit&nbsp;3.2 of the Company&#146;s Annual Report on Form&nbsp;10-K filed April
2, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Debenture Purchase Agreement dated April&nbsp;4, 2002 by and among
the Company and the persons on the attached signature pages
(incorporated by reference to Exhibit&nbsp;4.1 of the Company&#146;s
Registration Statement on Form&nbsp;S-1 (File No.&nbsp;333-86332), filed April
16, 2002).</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Convertible Debenture Exchange Agreement dated January&nbsp;2,
2004 by and among the Company, Special Situations Private Equity
Fund, L.P., Special Situations Cayman Fund, L.P., Special Situations
Fund III, L.P., Julian Edison, The Crown Advisors, LLC, Crown
Investment Partners, L.P. and SWB Holdings, Inc. (incorporated by
reference to Exhibit&nbsp;4.1.1 of Amendment No.&nbsp;3 to the Company&#146;s
Registration Statement on Form&nbsp;S-1 (File No.&nbsp;333-86332), filed
January&nbsp;8, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;4.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Subordinated Convertible Debenture dated January&nbsp;2004
(included as Exhibit&nbsp;A to Exhibit&nbsp;4.4).</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;4.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Second Registration Rights Agreement dated January&nbsp;2, 2004 by
and among the Company, Special Situations Fund III, L.P., Special
Situations Cayman Fund, L.P., Special Situations Private Equity
Fund, L.P., The Crown Advisors LLC, Crown Investment Partners, LP,
SWB Holdings, Inc. and Julian Edison (incorporated by reference to
Exhibit&nbsp;4.2.1 of Amendment No.&nbsp;3 to the Company&#146;s Registration
Statement on Form&nbsp;S-1 (File No.&nbsp;333-86332), filed January&nbsp;8, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;4.7
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Letter to Ryan Beck &#038; Co., Inc. and BB&#038;T Capital Markets, as
representatives of the underwriters, relating to restrictions on
transferability of common stock underlying convertible debentures,
executed by all holders of subordinated convertible
debentures (incorporated by reference to Exhibit&nbsp;4.2.2 of the
Company&#146;s Annual Report on Form&nbsp;10-K filed April&nbsp;2, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;4.8
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Representatives&#146; Warrant Agreement, dated February&nbsp;10, 2004
by and among the Company, Ryan Beck &#038; Co., Inc. and BB&#038;T Capital
Markets, a Division of Scott &#038; Stringfellow, Inc. (incorporated by
reference to Exhibit&nbsp;4.3 of the Company&#146;s Annual Report on Form&nbsp;10-K
filed April&nbsp;2, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;4.9
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Intercreditor and Subordination
Agreement dated January&nbsp;2, 2004 by and among Fleet Retail Group, Inc.
(f/k/a Fleet Retail Finance, Inc.), Special Situations Private Equity Fund, L.P., Special
Situations Cayman Fund, L.P., Special Situations Fund III, L.P.,
Julian Edison, The Crown Advisors, LLC, Crown Investment
Partners, L.P., SWB Holdings, Inc. and the Company (incorporated by
reference to Exhibit&nbsp;4.4 of Amendment No.&nbsp;3 to the Company&#146;s
Registration Statement on Form&nbsp;S-1 (File No.&nbsp;333-86332), filed
January&nbsp;8, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;4.10
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Letter to Ryan Beck &#038; Co., Inc. and BB&#038;T Capital Markets, as
representatives of the underwriters, relating to restrictions on
transferability of common stock, executed by all directors, officers
and shareholders prior to the initial public offering (incorporated
by reference to Exhibit&nbsp;4.5 of the Company&#146;s Annual Report on Form
10-K filed April&nbsp;2, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;4.11
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of common stock certificate (incorporated by reference
to Exhibit&nbsp;4.6 of the Company&#146;s Annual Report on Form&nbsp;10-K filed
April&nbsp;2, 2004).</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="92%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;4.12
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Warrants issued by the Company to representatives of the
underwriters, or their designees (incorporated by reference to
Exhibit&nbsp;4.7 of the Company&#146;s Annual Report on Form&nbsp;10-K filed April
2, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Bryan Cave LLP.</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Ernst &#038; Young LLP.</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Bryan Cave LLP (included in Exhibit&nbsp;5.1).</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included in Signature Page).</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bakers Footwear Group, Inc. 2003 Stock Option Plan
(incorporated by reference to Exhibit&nbsp;10.1 of Amendment No.&nbsp;3 to the
Company&#146;s Registration Statement on Form&nbsp;S-1 (File No.&nbsp;333-86332),
filed January&nbsp;8, 2004).</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>




<P align="center" style="font-size: 10pt">&nbsp;
</DIV>


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sv8
Table of Contents
As Filed with the Securities and Exchange Commission on August 18, 2004
Registration
No. 333
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
BAKERS FOOTWEAR GROUP, INC.
(Exact name of registrant as specified in its charter)
MISSOURI
43-0577980
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
2815 Scott Avenue
St. Louis, Missouri 63103
(Address, including zip code, of registrant's principal executive offices)
Bakers Footwear Group, Inc. 2003 Stock Option Plan
(Full title of the
Plan)
Peter A. Edison
Bakers Footwear Group, Inc.
2815 Scott Avenue
St. Louis, Missouri 63103
(314) 621-0699
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all correspondence to:
J. Mark Klamer, Esq.
Bryan Cave LLP
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750
Tel (314) 259-2000, Fax (314) 259-2020
CALCULATION OF REGISTRATION FEE
Title of Each Class
Amount
Proposed Maximum
Proposed Maximum
Amount of
of Securities to be
to be
Offering Price
Aggregate
Registration
Registered
Registered
Per Unit
(1)
Offering Price
(1)
Fee
Common Stock, par
value $0.0001 per
share
868,992 shares
(2)
$
9.22
$
8,012,107
$
1,016
(1)
Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act of
1933, as amended, solely for the purpose of calculating the amount of the
registration fee on the basis of the average of the high and the low
reported sales prices of a share of Registrant's Common Stock on August
13, 2004, as reported by The Nasdaq National Market.
(2)
In addition, pursuant to Rule 416 under the Securities Act of 1933, an
additional indeterminate number of shares of Common Stock issuable
pursuant to the anti-dilution provisions of the Bakers Footwear Group,
Inc. 2003 Stock Option Plan are being registered.
TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Item 2. Registrant Information and Employee Plan Annual Information.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Item 4. Description of Securities.
Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
Item 7. Exemption from Registration Claimed.
Item 8. Exhibits.
Item 9. Undertakings.
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX
Opinion and Consent of Bryan Cave LLP
Consent of Ernst & Young LLP
Table of Contents
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Part I of the Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule 428 under the Securities Act of 1933, as amended
(Securities Act"), and the Note to the instructions to
Part I of
Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Information required by Part I of the Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule 428 under the Securities Act, and the Note to the
instructions to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Bakers Footwear Group, Inc.
("Registrant") pursuant to the Securities Exchange Act of 1934 (the "1934 Act")
are incorporated by reference into this Registration Statement:
•
The Registrant's Annual Report on Form 10-K (File No. 000-50563)
which contains audited financial statements for the year ended January
3, 2004.
•
The Registrant's Quarterly Reports on Form 10-Q (File No.
000-50563) for the quarterly periods ended April 3, 2004 and July 3,
2004.
•
The description of Registrant's Common Stock, which is contained in
the Registration Statement on Form 8-A (File No. 000-50563), dated and
filed on January 30, 2004 pursuant to Section 12 of the 1934 Act.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to filing 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 a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Registrant is a Missouri corporation. Sections 351.355(1) and (2) of The
General and Business Corporation Law of the State of Missouri ("GBCL") provide
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 by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, 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 him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, except that, in the case
of an action or suit by or in the right of the corporation, no person shall be
indemnified as to any
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claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation, unless and only to the extent that the court in
which the action or suit was brought determines upon application that such
person is fairly and reasonably entitled to indemnity for proper expenses.
The Registrant's restated bylaws generally provide that the corporation
shall indemnify each person (other than a party plaintiff suing on his or her
own behalf or in the right of the corporation) who at any time is serving or
has served as a director of the corporation against any claim, liability or
expense incurred as a result of such service (or as a result of any other
service on behalf of or at the request of the corporation) to the maximum
extent permitted by law. This indemnification includes, but is not limited to,
indemnification of any such person (other than a party plaintiff suing on his
or her behalf or in the right of the corporation), who was or is a party or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding (including, but not limited to, an action by or in the right
of the corporation) by reason of such service against expenses (including,
without limitation, costs of investigation and attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him or
her in connection with such action, suit or proceeding.
The Registrant's restated bylaws further generally provide that the
corporation may indemnify any person (other than a party plaintiff suing on his
or her own behalf or in the right of the corporation) who at any time is
serving or has served as an officer, employee or agent of the corporation
against any claim, liability or expense incurred as a result of such service
(or as a result of any other service on behalf of or at the request of the
corporation) to the maximum extent permitted by law or to such lesser extent as
the corporation, in its discretion, may deem appropriate. Without limiting the
generality of the foregoing, the corporation may indemnify any such person
(other than a party plaintiff suing on his or her own behalf or in the right of
the corporation), who was or is a party, or is threatened to be made a party,
to any threatened, pending or completed action, suit or proceeding (including,
but not limited to, an action by or in the right of the corporation) by reason
of such service, against expenses (including, without limitation, costs of
investigation and attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding.
Section 351.355(3) of the GBCL provides that, except as otherwise provided
in the corporation's articles of incorporation or the bylaws, to the extent a
director, officer, employee or agent of the corporation has been successful in
the defense of any such action, suit or proceeding or any claim, issue or
matter therein, he shall be indemnified against expenses, including attorney's
fees, actually and reasonably incurred in connection with such action, suit or
proceeding. The Registrant's restated bylaws provide that such indemnification
shall be mandatory.
Section 351.355(7) of the GBCL provides that a corporation may provide
additional indemnification to any person indemnifiable under subsection (1) or
(2), provided such additional indemnification is authorized by the
corporation's articles of incorporation or an amendment thereto or by a
shareholder-approved bylaw or agreement, provided further that no person shall
thereby be indemnified against conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct.
The Registrant's restated articles of incorporation and restated bylaws
provide that the liability of the Registrant's directors to the Registrant or
to any of its shareholders for monetary damages for breach of fiduciary duties
as a director shall be limited to the fullest extent permitted by the GBCL. Any
change to the Registrant's articles of incorporation affecting this limitation
on liability shall not apply to actions taken or omissions made prior to such
change.
In addition, the Registrant expects to enter into indemnification
contracts with its directors. Pursuant to those agreements, the Registrant
expects to agree to indemnify the directors to the full extent authorized or
permitted by the GBCL. The Registrant expects the agreements to provide for
the advancement of expenses of defending any civil or criminal action, claim,
suit or proceeding against the director and for repayment of such expenses by
the director if it is ultimately judicially determined that the director is not
entitled to such indemnification.
The Registrant also has directors' and officers' insurance which protects
each director and officer from liability for actions taken in their capacity as
directors or officers. This insurance may provide broader coverage for such
individuals than may be required by the provisions of the restated articles of
incorporation.
The foregoing represents a summary of the general effect of the
indemnification provisions of the GBCL, the restated articles of incorporation,
the restated bylaws and such agreements and insurance. Additional information
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regarding indemnification of directors and officers can be found in Section
351.355 of the GBCL, the restated articles of incorporation, the restated
bylaws and any pertinent agreements.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit index.
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 of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however
, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the 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 of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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
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asserted by such director, officer, or 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 Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of 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 St. Louis, State of Missouri, on August 18, 2004.
BAKERS FOOTWEAR GROUP, INC.
By:
/s/ Peter A. Edison
Peter A. Edison
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Peter A. Edison and Lawrence L. Spanley, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) and supplements 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 (or any other governmental or
regulatory authority), and hereby grants to such 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, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his or her 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 below by or on behalf of the following
persons in the capacities and on the date indicated.
Signature
Title
Date
/s/ Peter A. Edison
Peter A. Edison
Chairman of the Board and Chief Executive Officer and Director (Principal Executive Officer)
August 18, 2004
/s/ Lawrence L. Spanley
Lawrence L. Spanley
Chief Financial Officer, Vice President – Finance, Treasurer
and Secretary (Principal Financial Officer and Principal Accounting Officer)
August 12, 2004
/s/ Andrew N. Baur
Andrew N. Baur
Director
August 12, 2004
/s/ Michele A. Bergerac
Michele A. Bergerac
Director
August 12, 2004
/s/ Timothy F. Finley
Timothy F. Finley
Director
August 12, 2004
/s/ Harry E. Rich
Harry E. Rich
Director
August 12, 2004
/s/ Scott C. Schnuck
Scott C. Schnuck
Director
August 12, 2004
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EXHIBIT INDEX
Exhibit
Number
Description
4.1
Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the Company's Annual
Report on Form 10-K filed April 2, 2004).
4.2
Restated Bylaws of the Company (incorporated by reference to
Exhibit 3.2 of the Company's Annual Report on Form 10-K filed April
2, 2004).
4.3
Debenture Purchase Agreement dated April 4, 2002 by and among
the Company and the persons on the attached signature pages
(incorporated by reference to Exhibit 4.1 of the Company's
Registration Statement on Form S-1 (File No. 333-86332), filed April
16, 2002).
4.4
Convertible Debenture Exchange Agreement dated January 2,
2004 by and among the Company, Special Situations Private Equity
Fund, L.P., Special Situations Cayman Fund, L.P., Special Situations
Fund III, L.P., Julian Edison, The Crown Advisors, LLC, Crown
Investment Partners, L.P. and SWB Holdings, Inc. (incorporated by
reference to Exhibit 4.1.1 of Amendment No. 3 to the Company's
Registration Statement on Form S-1 (File No. 333-86332), filed
January 8, 2004).
4.5
Form of Subordinated Convertible Debenture dated January 2004
(included as Exhibit A to Exhibit 4.4).
4.6
Second Registration Rights Agreement dated January 2, 2004 by
and among the Company, Special Situations Fund III, L.P., Special
Situations Cayman Fund, L.P., Special Situations Private Equity
Fund, L.P., The Crown Advisors LLC, Crown Investment Partners, LP,
SWB Holdings, Inc. and Julian Edison (incorporated by reference to
Exhibit 4.2.1 of Amendment No. 3 to the Company's Registration
Statement on Form S-1 (File No. 333-86332), filed January 8, 2004).
4.7
Letter to Ryan Beck & Co., Inc. and BB&T Capital Markets, as
representatives of the underwriters, relating to restrictions on
transferability of common stock underlying convertible debentures,
executed by all holders of subordinated convertible
debentures (incorporated by reference to Exhibit 4.2.2 of the
Company's Annual Report on Form 10-K filed April 2, 2004).
4.8
Representatives' Warrant Agreement, dated February 10, 2004
by and among the Company, Ryan Beck & Co., Inc. and BB&T Capital
Markets, a Division of Scott & Stringfellow, Inc. (incorporated by
reference to Exhibit 4.3 of the Company's Annual Report on Form 10-K
filed April 2, 2004).
4.9
Amended and Restated Intercreditor and Subordination
Agreement dated January 2, 2004 by and among Fleet Retail Group, Inc.
(f/k/a Fleet Retail Finance, Inc.), Special Situations Private Equity Fund, L.P., Special
Situations Cayman Fund, L.P., Special Situations Fund III, L.P.,
Julian Edison, The Crown Advisors, LLC, Crown Investment
Partners, L.P., SWB Holdings, Inc. and the Company (incorporated by
reference to Exhibit 4.4 of Amendment No. 3 to the Company's
Registration Statement on Form S-1 (File No. 333-86332), filed
January 8, 2004).
4.10
Letter to Ryan Beck & Co., Inc. and BB&T Capital Markets, as
representatives of the underwriters, relating to restrictions on
transferability of common stock, executed by all directors, officers
and shareholders prior to the initial public offering (incorporated
by reference to Exhibit 4.5 of the Company's Annual Report on Form
10-K filed April 2, 2004).
4.11
Form of common stock certificate (incorporated by reference
to Exhibit 4.6 of the Company's Annual Report on Form 10-K filed
April 2, 2004).
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Exhibit
Number
Description
4.12
Warrants issued by the Company to representatives of the
underwriters, or their designees (incorporated by reference to
Exhibit 4.7 of the Company's Annual Report on Form 10-K filed April
2, 2004).
5.1
Opinion of Bryan Cave LLP.
23.1
Consent of Ernst & Young LLP.
23.2
Consent of Bryan Cave LLP (included in Exhibit 5.1).
24.1
Power of Attorney (included in Signature Page).
99.1
Bakers Footwear Group, Inc. 2003 Stock Option Plan
(incorporated by reference to Exhibit 10.1 of Amendment No. 3 to the
Company's Registration Statement on Form S-1 (File No. 333-86332),
filed January 8, 2004).