8-K

UNITED STATES

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): March 16, 2005

Commission File No. 0-11682

S & K FAMOUS BRANDS, INC.

(Exact name of registrant as specified in its charter)

Virginia	54-0845694
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

11100 West Broad Street, P. O. Box 31800, Richmond, Virginia 23294-1800

(Address of principal executive offices)

Registrant’s telephone number, including area code: (804) 346-2500

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))

Item 2.02 Results of Operations and Financial Condition

On March 16, 2005, the Company issued a press release which included its results of operations for the fourth quarter and fiscal year ended January 29, 2005. The information contained in the press release, which is attached hereto as Exhibit 99.1, is incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(b) Karen L. Newman, a director of the Company and a member of the Audit and Nominating/ Governance Committees, has notified the Company that she does not intend to stand for re-election at the Company’s next annual meeting of shareholders expected to be held in July 2005. Ms. Newman has advised the Company that her request not to stand for re-election is due to her relocation to Colorado and not due to any disagreement with the Company regarding any matter.

Item 8.01 Other Events

On March 16, 2005, the Company filed with the Securities and Exchange Commission a Certification and Notice of Termination of Registration on Form 15 with respect to the Company’s common stock. As a result, the Company’s periodic reporting obligations under the Securities Exchange Act of 1934 were immediately suspended and the Company’s shares have ceased to be listed on the Nasdaq National Market.

Item 9.01 Financial Statements and Exhibits

(c) Exhibit 99.1 Press release of S&K Famous Brands, Inc. dated March 16, 2005 (filed herewith).

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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.

	S & K FAMOUS BRANDS, INC.
	(Registrant)
Date: March 17, 2005	/s/ Robert E. Knowles
	Robert E. Knowles
	Executive Vice President,
	Chief Financial Officer,
	Secretary and Treasurer
	(Principal Financial Officer)

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Index to Exhibits

Exhibit Number	Description
99.1	Press Release of S&K Famous Brands, Inc., dated March 16, 2005 (filed herewith).

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EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

S & K FAMOUS BRANDS REPORTS PRELIMINARY FOURTH QUARTER AND YEAR END RESULTS; ANNOUNCES FILING TO DEREGISTER ITS COMMON STOCK WITH SEC

Richmond, VA, March 16, 2005 — S&K Famous Brands, Inc. (NASDAQ:SKFB; www.skmenswear.com), today announced preliminary earnings for the fourth quarter and year ended January 29, 2005. The Company also announced that it filed to voluntarily terminate the registration of its Common Stock under the Securities Exchange Act of 1934.

Financial Results

Net income for the fourth quarter ended January 29, 2005 increased 31% to $1,285,000, or $0.49 per diluted share, from net income of $982,000, or $0.37 per diluted share, in fiscal 2004. Net income for the fiscal year ended January 29, 2005 was $3.1 million, or $1.19 per diluted share, compared to net income of $2.8 million, or $1.10 per diluted share, in fiscal 2004.

Sales for the fourth quarter were up 7.6% to $54.6 million compared to $50.7 million in the prior year with same store sales up 5.6%. Sales for the year were up 7.0% to $188.6 million compared to $176.2 million in the prior year with same store sales up 4.5%.

Stewart M. Kasen, President and Chief Executive Officer, said, “We are pleased that our year-end results drove 10% growth in net income as well as 7.2% higher book value at $20.75 per share. The improved leverage of our expenses more than offset the higher cost of sales resulting from our value pricing strategy. We are encouraged with our most recent sales trend and look forward to the upcoming spring season.”

Deregistration of Common Stock

The Company voluntarily filed today to terminate the registration of the Company’s Common Stock under the Securities Exchange Act of 1934. As a result, the Company’s periodic reporting obligations under the Exchange Act were immediately suspended and the Company’s shares have ceased to be listed on the Nasdaq National Market. A registered broker-dealer has already indicated its intention to act as a market maker for the Company’s stock in the Pink Sheets.

S&K’s decision to deregister its stock was made after careful consideration by the Board of Directors of the advantages and disadvantages of continuing as a publicly-traded company. Among the factors considered by the Board were the substantial costs associated with being a public company as a result of increasing SEC and Nasdaq regulations, particularly the requirements under Section 404 of the Sarbanes-Oxley Act of 2002.

Stewart M. Kasen, President and Chief Executive Officer, said, “The increasing financial cost and commitment of management’s time to regulatory compliance have become a burden that will only increase over time. We estimate that the financial costs alone of remaining a public company would be in the range of $300,000 annually going forward. The Board of Directors believes that the Company and its shareholders will be better served by applying the financial and management resources that will be freed up by deregistering to the operation of the business and the creation of shareholder value.”

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The Board of Directors took into consideration the possibility that the liquidity for the Company’s stock may be reduced and the price of its stock may decrease at least in the near term as a result of deregistration. However, the Board of Directors unanimously determined that the disadvantages of remaining a public company significantly outweighed the potential advantages.

Stuart C. Siegel, Chairman of the Board, said, “Given our small size, the thinly-traded nature of our stock and the lack of analyst coverage, we have not enjoyed many of the benefits traditionally associated with being listed on the Nasdaq National Market. The financial and administrative burdens of being a publicly-traded company have become disproportionate to the limited benefits our shareholders are receiving.”

The Company expects that the deregistration will become effective within 90 days after today’s filing of a Form 15 with the Securities and Exchange Commission. Having filed the Form 15, the Company’s obligations to file certain reports with the SEC, including Forms 10-K, 10-Q and 8-K, were suspended immediately. However, the Company currently plans to provide its shareholders and the market with quarterly financial information, including annual audited financial statements, through its website. The Company will continue to hold annual meetings of its shareholders and plans to hold this year’s annual meeting in July. Although it will no longer be subject to Nasdaq and SEC requirements, the Company is committed to following good corporate governance practices, including maintaining a board with a majority of independent directors.

The Company anticipates that its stock will be quoted “over-the-counter” in the Pink Sheets, which is a centralized quotation service that collects and publishes market maker quotes in real time, primarily through its website at www.pinksheets.com. Davenport Company, LLC, a registered broker-dealer, is a sponsor of the Company’s shares in the Pink Sheets and has indicated an intention to act as a market maker. The Company anticipates, but cannot guarantee, that one or more additional broker-dealers may also become market makers in the Company’s stock.

Lease-Related Accounting Adjustments

Like numerous retailers and restaurant chains, the Company has undertaken a comprehensive review of its accounting treatment for leases and lease-related items. The Company, in consultation with its audit committee, changed its accounting practices in this area and restated its historical financial statements. The impact of the lease accounting corrections results in a $105,000 decrease in retained earnings as of January 30, 2000. The effect on net income does not exceed $0.02 per diluted share in any of the four years ended January 31, 2004.

The Company does not believe that these corrections resulted in a material restatement of the company’s financial statements for any annual or interim periods previously reported. The resulting adjustments do not affect the Company’s historical or future cash flows, the timing of payments under the related leases, or compliance with any debt covenants. Also, the corrections do not affect the Company’s financial strength or business projections for fiscal 2006 and beyond. Fiscal 2004 amounts in this press release have been presented on a restated basis.

S&K Famous Brands, Inc. is a retailer of value-price menswear operating 236 stores in 27 states reaching from the East Coast to Texas and from Maine to Florida. S&K offers a complete line of men’s apparel generally priced 20-40% below department store and specialty store regular prices. For more information, go to our website at www.skmenswear.com.

(Financial Tables Follow)

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Except for historical information contained herein, the statements in this release may be forward-looking and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause future events to differ materially from those expressed in such forward-looking statements. Such risks and uncertainties include, among other things, the unknown effects of deregistration and the unpredictability of market conditions, whether any broker-dealers are willing and able to be market makers in the Company’s stock, as well as numerous operational and economic conditions, such as the competitive environment in the value-priced men’s apparel industry in general and in the Company’s specific market area, inflation, changes in costs of goods and services and economic conditions in general and in the Company’s specific market area. Certain of these and other risks are more fully described in the Company’s filings with the Securities and Exchange Commission. The forward-looking statements made in this release are made only as of the date of this release, and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

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S & K FAMOUS BRANDS, INC.

STATEMENTS OF INCOME

(unaudited)

($ and shares in 000s)	Three Months Ended						Year Ended
	January 29, 2005			January 31, 2004			January 29, 2005			January 31, 2004
Net sales	$	54,562		$	50,729		$	188,536		$	176,189
Cost of sales		30,486			28,126			104,450			95,486
Gross profit		24,076			22,603			84,086			80,703
Other costs and expenses:
Selling, general and administrative		21,081			20,091			75,406			72,280
Interest		77			101			301			458
Depreciation and amortization		814			844			3,268			3,392
Other income, net		31			(17	)		61			(8	)
Income before income taxes		2,073			1,584			5,050			4,581
Provision for income taxes		788			602			1,919			1,741
Net income	$	1,285		$	982		$	3,131		$	2,840
Diluted net earnings per share	$	0.49		$	0.37		$	1.19		$	1.10
Weighted average common shares outstanding plus dilutive potential common shares		2,638			2,645			2,640			2,589
Effective income tax rate		38.0	%		38.0	%		38.0	%		38.0	%

CONDENSED BALANCE SHEETS

(unaudited)

($ in 000s)	January 29, 2005		January 31, 2004
Assets:
Cash and cash equivalents	$	2,492	$	2,384
Inventory		53,720		48,477
Other current assets		3,922		4,388
Total current assets		60,134		55,249
Property and equipment, net		15,813		16,268
Other assets		4,597		3,994
	$	80,544	$	75,511
Liabilities and Shareholders’ Equity:
Accounts payable	$	13,835	$	13,664
Other current liabilities		6,449		5,647
Total current liabilities		20,284		19,311
Long-term debt		4,458		4,161
Other long-term liabilities		3,172		2,630
Deferred income taxes		933		1,209
Shareholders’ equity		51,697		48,200
	$	80,544	$	75,511

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