-----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, D4uqGLB6z4+U1kXkWk9gTHlh+0y+ywS2i8TG0oLC3/NXyMS1ddAxGJv+sX7yisGt +O6WItJi2aUNAtLctxEGHQ== 0000950129-02-003023.txt : 20020612 0000950129-02-003023.hdr.sgml : 20020612 20020612114251 ACCESSION NUMBER: 0000950129-02-003023 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020612 EFFECTIVENESS DATE: 20020612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MENS WEARHOUSE INC CENTRAL INDEX KEY: 0000884217 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 741790172 STATE OF INCORPORATION: TX FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-90308 FILM NUMBER: 02677036 BUSINESS ADDRESS: STREET 1: 5803 GLENMONT DR CITY: HOUSTON STATE: TX ZIP: 77081 BUSINESS PHONE: 7135927200 MAIL ADDRESS: STREET 1: 5803 GLENMONT DR CITY: HOUSTON STATE: TX ZIP: 77081 S-8 1 h97656sv8.txt THE MEN'S WEARHOUSE, INC. - 1996 STOCK OPTION PLAN As filed with the Securities and Exchange Commission on June 12, 2002. REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- THE MEN'S WEARHOUSE, INC. (Exact name of registrant as specified in its charter) TEXAS 74-1790172 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5803 GLENMONT DRIVE HOUSTON, TEXAS 77081 (Address of Principal Executive Offices) (Zip Code) THE MEN'S WEARHOUSE, INC. 1996 STOCK OPTION PLAN (Full title of the plan) -------------------- GARY G. CKODRE 5803 GLENMONT DRIVE HOUSTON, TEXAS 77081 (Name and address of agent for service) (713) 592-7200 (Telephone number, including area code, of agent for service) -------------------- With Copy to: FULBRIGHT & JAWORSKI L.L.P. 1301 MCKINNEY, SUITE 5100 HOUSTON, TEXAS 77010 (713) 651-5151 ATTENTION: MICHAEL W. CONLON --------------------
CALCULATION OF REGISTRATION FEE ====================================================================================================================== PROPOSED PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED BE REGISTERED PRICE PER UNIT(2) PRICE(2) REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------- Common Stock $.01 par value 725,000 shares(1) $26.86 $19,473,500 $1,792 ======================================================================================================================
(1) Represents shares added to the 1996 Stock Option Plan (the "1996 Plan") by the Second [sic] Amendment thereto. There are also registered hereby such indeterminate number of shares of Common Stock as may become issuable by reason of the anti-dilution provisions of the 1996 Plan. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933 and based upon the average of the high and low sales price of a share of Common Stock on the New York Stock Exchange on June 6, 2002. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement registers additional securities of the same class as other securities for which a registration statement on this Form (Registration No. 333-21109, the "Earlier Registration Statement") relating to The Men's Wearhouse, Inc. 1996 Stock Option Plan (the "1996 Plan") is effective. Pursuant to Instruction E to Form S-8, the contents of the Earlier Registration Statement are incorporated herein by reference. ITEM 8. EXHIBITS 4.1 - 1996 Stock Option Plan (incorporated by reference from Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended August 3, 1996). 4.2 - Second Amendment [sic] to 1996 Stock Option Plan (incorporated by reference from Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended July 29, 2000). 5.1 - Opinion of Fulbright & Jaworski L.L.P. 23.1 - Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1). 23.2 - Consent of Deloitte & Touche LLP, independent auditors. 24.1 - Powers of Attorney from certain members of the Board of Directors of the Company (contained on pages II-3 and II-4). II-2 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 Houston, State of Texas, on June 10, 2002. THE MEN'S WEARHOUSE, INC. By: /s/ GEORGE ZIMMER ----------------------------------- George Zimmer Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints George Zimmer, Eric J. Lane and Gary G. Ckodre, or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same and all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting said attorney-in-fact and agent, and any of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any of them, or his or their 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 by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ GEORGE ZIMMER Chairman of the Board, Chief Executive June 10, 2002 - ----------------------------------------- Officer and Director George Zimmer /s/ DAVID H. EDWAB Vice Chairman of the Board June 10, 2002 - ---------------------------------------- and Director David H. Edwab /s/ ERIC J. LANE President and Chief Operating Officer June 10, 2002 - ----------------------------------------- Eric J. Lane /s/ NEILL P. DAVIS Executive Vice President, Chief Financial June 10, 2002 - ----------------------------------------- Officer, Treasurer and Principal Financial Neill P. Davis Officer /s/ GARY G. CKODRE Senior Vice President and Principal June 10, 2002 - ----------------------------------------- Accounting Officer Gary G. Ckodre
II-3
Signature Title Date --------- ----- ---- /s/ JAMES E. ZIMMER Senior Vice President - Merchandising and June 10, 2002 - ---------------------------------------- Director James E. Zimmer /s/ ROBERT E. ZIMMER Senior Vice President - Real Estate June 10, 2002 - ---------------------------------------- and Director Robert E. Zimmer /s/ STEPHEN H. GREENSPAN Senior Vice President - K&G Men's Company and June 10, 2002 - ---------------------------------------- Director Stephen H. Greenspan /s/ RICHARD E. GOLDMAN Director June 10, 2002 - ---------------------------------------- Richard E. Goldman /s/ RINALDO S. BRUTOCO Director June 10, 2002 - ---------------------------------------- Rinaldo S. Brutoco /s/ MICHAEL L. RAY Director June 10, 2002 - ---------------------------------------- Michael L. Ray /s/ SHELDON I. STEIN Director June 10, 2002 - ---------------------------------------- Sheldon I. Stein /s/ KATHLEEN MASON Director June 10, 2002 - ---------------------------------------- Kathleen Mason
II-4 INDEX TO EXHIBITS
Exhibit Number Description of Exhibits - ------- ----------------------- 4.1 1996 Stock Option Plan (incorporated by reference from Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended July 29, 2000). 4.2 Second Amendment [sic] to 1996 Stock Option Plan (incorporated by reference from Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended July 29, 2000). 5.1 Opinion of Fulbright & Jaworski L.L.P. 23.1 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1). 23.2 Consent of Deloitte & Touche LLP, independent auditors. 24.1 Powers of Attorney from certain members of the Board of Directors of the Company (contained on pages II-3 and II-4).
EX-5.1 3 h97656exv5w1.txt OPINION OF FULBRIGHT & JAWORKSI L.L.P. EXHIBIT 5.1 [FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD] June 10, 2002 The Men's Wearhouse, Inc. 40650 Encyclopedia Circle Fremont, California 94538 Ladies and Gentlemen: We have acted as counsel for The Men's Wearhouse, Inc., a Texas corporation (the "Company"), in connection with its filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") with respect to the registration under the Securities Act of 1933, as amended, of 725,000 shares of the Company's common stock, $.01 par value per share (the "Shares"), to be offered upon the terms and subject to the conditions set forth in the Company's 1996 Stock Option Plan, as amended (the "1996 Plan"). We have examined (i) the Restated Articles of Incorporation and By-Laws of the Company, each as amended to date, (ii) the 1996 Plan, (iii) the Registration Statement, and (iv) such certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed. In connection with this opinion, we have assumed the authenticity and completeness of all records, certificates and other instruments submitted to us as originals, the conformity to original documents of all records, certificates and other instruments submitted to us as copies, the authenticity and completeness of the originals of those records, certificates and other instruments submitted to us as copies and the correctness of all statements of fact contained in all records, certificates and other instruments that we have examined. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ FULBRIGHT & JAWORSKI L.L.P. Fulbright & Jaworski L.L.P. EX-23.2 4 h97656exv23w2.txt CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of The Men's Wearhouse, Inc. (the "Company") on Form S-8 of our report dated February 25, 2002 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the Company's change in its method of accounting for its foreign currency forward exchange contracts), appearing in the Annual Report on Form 10-K of The Men's Wearhouse, Inc. for the year ended February 2, 2002. /s/ DELOITTE & TOUCHE LLP Houston, Texas June 10, 2002 -----END PRIVACY-ENHANCED MESSAGE-----