0001193125-13-350139.txt : 20130828 0001193125-13-350139.hdr.sgml : 20130828 20130828143059 ACCESSION NUMBER: 0001193125-13-350139 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130826 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20130828 DATE AS OF CHANGE: 20130828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DESTINATION XL GROUP, INC. CENTRAL INDEX KEY: 0000813298 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 042623104 STATE OF INCORPORATION: DE FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34219 FILM NUMBER: 131065465 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: CASUAL MALE RETAIL GROUP INC DATE OF NAME CHANGE: 20020821 FORMER COMPANY: FORMER CONFORMED NAME: DESIGNS INC DATE OF NAME CHANGE: 19920703 8-K 1 d590357d8k.htm FORM 8-K Form 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): August 26, 2013

01-34219

(Commission File Number)

 

 

DESTINATION XL 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 7.01. Regulation FD Disclosure.

On August 26, 2013, Destination XL Group, Inc. (the “Company”) approved a stock trading plan adopted by Dennis R. Hernreich, Executive Vice President, Chief Operating Officer and Chief Financial Officer of the Company. Mr. Hernreich adopted the stock trading plan in accordance with Rule 10b5–1 promulgated under the Securities Exchange Act of 1934, as amended.

Under Rule 10b5–1, directors, officers and other employees of public companies who are not in possession of material non–public information may adopt a pre–arranged plan or contract providing for the sale of their company’s securities under specified conditions and at specified times. Under 10b5–1 plans, individuals may gradually diversify their investment portfolios, spread stock trades out over an extended period of time to reduce market impact and avoid concerns about transactions occurring at a time when they might possess material non–public information.

Transactions under Mr. Hernreich’s plan (the “Plan”) will not commence before September 1, 2013, which is the effective date of the Plan. The Plan will expire on August 31, 2014. As previously disclosed, Mr. Hernreich was recently awarded options and restricted shares (the “Awards”) pursuant to the Company’s 2013-2016 Long-Term Incentive Plan. None of the Awards is subject to the Plan and, accordingly, will not be sold under the Plan. As a way to diversify Mr. Hernreich’s asset holdings, the Plan will involve a maximum of 400,000 shares already owned by Mr. Hernreich. The Plan focuses on sales of shares based on stock price increases as the Company transitions from Casual Male XL to the DXL concept. Shares will be sold in the open market at prevailing market prices and subject to minimum price thresholds specified in the Plan. The Plan was adopted and approved during the Company’s open window for insider transactions.

Transactions under the Plan will be disclosed publicly through Form 4 and Form 144 filings with the Securities and Exchange Commission.

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.

 

DESTINATION XL GROUP, INC.
By:  

/s/ Robert S. Molloy

Name:   Robert S. Molloy
Title:   Senior Vice President and General Counsel

Date: August 28, 2013