-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GWybtbgv6DCgNr6RNDBTIfyTIFPF5xR10l5TqxDz9SgA0IP7FzjZPJncbFsMfoBu g3aqRhczBaZlzd7YU8G2OA== 0000813298-05-000064.txt : 20050620 0000813298-05-000064.hdr.sgml : 20050617 20050620164333 ACCESSION NUMBER: 0000813298-05-000064 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050615 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050620 DATE AS OF CHANGE: 20050620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASUAL MALE RETAIL GROUP INC CENTRAL INDEX KEY: 0000813298 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 042623104 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15898 FILM NUMBER: 05906169 BUSINESS ADDRESS: STREET 1: 555 TURNPIKE STREET CITY: CANTON STATE: MA ZIP: 02021 BUSINESS PHONE: 7818215900 MAIL ADDRESS: STREET 1: 555 TURNPIKE STREET CITY: CANTON STATE: MA ZIP: 02021 FORMER COMPANY: FORMER CONFORMED NAME: DESIGNS INC DATE OF NAME CHANGE: 19920703 8-K 1 form8kjmiamend.txt FORM 8-K DATED JUNE 15, 2005 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): June 15, 2005 0-15898 (Commission File Number) ______________________________ CASUAL MALE RETAIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 04-2623104 (State of Incorporation) (IRS Employer Identification Number) 555 Turnpike Street, Canton, Massachusetts 02021 (Address of registrant's principal executive office) (781) 828-9300 (Registrant's telephone number) ______________________________ 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 1.01 Entry Into a Definitive Material Contract Casual Male Retail Group, Inc. (the "Company") and Jewelcor Management, Inc. ("JMI") entered into an Amendment to Consulting Agreement dated as of June 15, 2005, to increase JMI's annual compensation, effective May 9, 2005, to $412,000 from $392,000. The Amendment to Consulting Agreement also permits JMI's participation in the Company's Executive Incentive Plan for the year ending January 28, 2006. A copy of the Amendment to Consulting Agreement dated June 15, 2005 is attached hereto as Exhibit 10.1. Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit No. Description - ----------- ------------ 10.1 Amendment to Consulting Agreement, effective May 9, 2005, between the Company and Jewelcor Management, Inc. 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, thereunto duly authorized. CASUAL MALE RETAIL GROUP, INC. By: /s/ Dennis R. Hernreich --------------------------- Name: Dennis R. Hernreich Title: Executive Vice President and Chief Financial Officer Date: June 20, 2005 EX-10 2 jmiamend05.txt EXH 10.1 AMENDMENT TO JMI CONSULTING AGREEMENT AMENDMENT TO CONSULTING AGREEMENT June 15, 2005 WHEREAS, Casual Male Retail Group, Inc., (formerly Designs, Inc., the "Corporation") and Jewelcor Management, Inc. (the "Independent Contractor") entered into a certain Consulting Agreement dated as of April 29, 2000, as amended by Letter Agreement dated April 28, 2001, by Letter Agreement dated as of April 28, 2002, by Amendment to Consulting Agreement dated as of April 29, 2003, by Amendment to Consulting Agreement dated as of April 26, 2004, and by Amendment to Consulting Agreement dated as of August 26, 2004 (hereinafter referred to as the "Agreement"), and WHEREAS, Corporation and Independent Contractor wish to amend, modify and/or restate certain terms, provisions, conditions and covenants of the Agreement. NOW THEREFORE, in consideration of the foregoing, and for and in consideration of the mutual promises and covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the Corporation and the Independent Contractor hereby agree to amend the Agreement as follows: 1. Effective May 9, 2005, subject to the provisions of Section 4 of the Agreement, the consideration to be furnished to the Independent Contractor by the Corporation for the Services rendered by the Independent Contractor under the Agreement shall consist of (a) annual compensation of $412,000 payable, at the election of the Independent Contractor, either in cash or in non-forfeitable, fully paid and non-assessable shares of Common Stock of the Corporation, the number of which shares of Common Stock shall be valued as of, and determined by, the last closing price on May 9, 2005, and (b) an annual amount of $24,000 payable in monthly installments of $2,000 per month for the reimbursement of expenses incurred by the Independent Contractor in the rendering of Services under the Agreement. Section 4 of the Agreement is further amended as follows: 4.5 Bonus The Independent Contractor is eligible to participate in the Company's 2005 Executive Incentive Program, pursuant to which the Independent Contractor may receive a Bonus Award Payout up to $460,000, if the Company achieves certain specific sales and EBITDA thresholds as described in the 2005 Executive Incentive Program. A copy of the 2005 Executive Incentive Program is attached hereto. This Agreement must be in force at the end of the respective fiscal year and at the time the bonus is distributed to be eligible to receive such payout. The remaining terms of the Agreement shall remain in full force and effect without change. For the avoidance of doubt, the parties hereby agree and acknowledge that the foregoing extension does not change the compensation or other rights or obligations of the parties originally provided in the Agreement with respect to any prior period. IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Consulting Agreement as a sealed instrument, in any number of counterpart copies, each of which shall be deemed an original for all purposes, as of the day and year first written above. THE CORPORATION: CASUAL MALE RETAIL GROUP, INC. By: /s/ DAVID LEVIN Name: David Levin Title: President and Chief Executive Officer By: /s/ DENNIS R. HERNREICH Name: Dennis R. Hernreich Title: Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary INDEPENDENT CONTRACTOR: JEWELCOR MANAGEMENT, INC. By: /s/ SEYMOUR HOLTZMAN Name: Seymour Holtzman Title: Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----