-----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, QupU5WBTHULlev/7TJgmVymgoyYfr+QgPElhs8NQw+ujwcRMFfpGf6Lht4i1TEcA tEpt8WBVq7FjWbRQXFhf4Q== 0000950129-97-000370.txt : 19970225 0000950129-97-000370.hdr.sgml : 19970225 ACCESSION NUMBER: 0000950129-97-000370 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970204 EFFECTIVENESS DATE: 19970204 SROS: NASD 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: 0202 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-21121 FILM NUMBER: 97517879 BUSINESS ADDRESS: STREET 1: 5803 GLENMONT DR CITY: HOUSTON STATE: TX ZIP: 77081 BUSINESS PHONE: 7132957200 MAIL ADDRESS: STREET 1: 5083 GLENMONT DR CITY: HOUSTON STATE: TX ZIP: 77081 S-8 1 THE MENS WAREHOUSE, INC. 1 As filed with the Securities and Exchange Commission on February 4, 1997 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) THE MEN'S WEARHOUSE, INC. 1992 STOCK OPTION PLAN DAVID H. EDWAB 40650 ENCYCLOPEDIA CIRCLE FREMONT, CALIFORNIA 94538 (Name and address of agent for service) (510) 657-9821 (Telephone number, including area code, of agent for service) __________________________________ With Copy to: FULBRIGHT & JAWORSKI L.L.P. 801 PENNSYLVANIA AVENUE, N.W. WASHINGTON, D.C. 20004 (202) 662-4660 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(3) price(3) registration fee - -------------------------------------------------------------------------------------------------------------- Common Stock $.01 par value 208,088 shares(1)(2) $26.44 $5,501,847 $1,668 ==============================================================================================================
(1) 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 1992 Stock Option Plan, as amended. (2) Pursuant to Rule 429, the prospectus related to this registration statement also relates to the registration statement on Form S-8 (No. 33-48109), which also registered shares of Common Stock to be issued upon exercise of options granted under the 1992 Stock Option Plan. (3) Estimated, pursuant to Rule 457(h), solely for the purpose of calculating the registration fee and based upon the average of the high and low sales prices of a share of Common Stock on the Nasdaq National Market on January 28, 1997. ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The contents of the registrant's Registration Statement on Form S-8 (No. 33-48109), registering shares of Common Stock issuable under The Men's Wearhouse, Inc. 1992 Stock Option Plan, are hereby incorporated by reference herein.
ITEM 8. EXHIBITS - ------- -------- 4.1 - Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended July 30, 1994). 4.2 - By-laws (incorporated by reference from Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 29, 1994). 4.3 - Form of Common Stock certificate (incorporated by reference from Exhibit 4.3 to the Registrant's Registration Statement on Form S-1 (Registration No. 33-45949)). 4.4 - Employment Agreement dated as of January 31, 1991, by and between the Company and David H. Edwab, including the First Amendment thereto dated as of September 30, 1991 (incorporated by reference from Exhibit 4.4 to the Registrant's Registration Statement on Form S-1 (Registration No. 33-45949)). 4.5 - Second Amendment effective as of January 1, 1993, to Employment Agreement dated as of January 31, 1991, by and between the Company and David H. Edwab (incorporated by reference from Exhibit 4.5 to the Registrant's Registration Statement on Form S-1 (Registration No. 33-60516)). 4.6 - Second [sic] Amendment dated as of April 12, 1994, to Employment Agreement dated as of January 31, 1991, by and between the Company and David H. Edwab (incorporated by reference from Exhibit 4.6 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 28, 1995). 4.7 - Option Issuance Agreement dated as of September 30, 1991, by and between the Company and David H. Edwab (incorporated by reference from Exhibit 4.5 to the Registrant's Registration Statement on Form S-1 (Registration No. 33-45949)).
II-2 3 4.8 - First Amendment to Option Issuance Agreement dated April 22, 1992, but effective as of September 30, 1991 (incorporated by reference from Exhibit 4.7 to the Registrant's Registration Statement on Form S-8 (Registration No. 33-48109)). 4.9 - Second Amendment to Option Issuance Agreement dated effective as of January 1, 1993 (incorporated by reference from Exhibit 4.8 to the Registrant's Registration Statement on Form S-1 (Registration No. 33-60516)). 4.10 - First [sic] Amendment to Option Issuance Agreement dated as of April 12, 1994 (incorporated by reference from Exhibit 4.10 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 28, 1995). 4.11 - 1992 Stock Option Plan (incorporated by reference from Exhibit 10.5 to the Registrant's Registration Statement on Form S-1 (Registration No. 33-45949)). 4.12 - First Amendment to 1992 Stock Option Plan (incorporated by reference from Exhibit 10.9 to the Registrant's Registration Statement on Form S-1 (Registration No. 33-60516)). 4.13 - Second Amendment to 1992 Stock Option Plan. 5.1 - Opinion of Fulbright & Jaworski L.L.P. as to the legality of the securities being registered. 23.1 - Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1). 23.2 - Consent of Deloitte & Touche LLP.
II-3 4 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 Houston, Texas, on the 31st day of January, 1997. THE MEN'S WEARHOUSE, INC. By: /s/ George Zimmer ------------------------------------ George Zimmer Chairman, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints David H. Edwab and Gary G. Ckodre, or either 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 each 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 either of them, or their or his 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. /s/ George Zimmer Chairman of the Board, January 31, 1997 - ------------------------------------------- President and Chief George Zimmer Executive Officer (Principal Executive Officer)
II-4 5 /s/ David H. Edwab Chief Operating and January 31, 1997 - ------------------------------------------- Financial Officer, David H. Edwab Treasurer and Director (Principal Financial Officer) /s/ Gary G. Ckodre Vice President and January 31, 1997 - ------------------------------------------- Chief Accounting Officer Gary G. Ckodre /s/ Richard E. Goldman Executive Vice January 31, 1997 - ------------------------------------------- President and Director Richard E. Goldman /s/ Robert E. Zimmer Senior Vice President-- January 31, 1997 - ------------------------------------------- Real Estate and Director Robert E. Zimmer /s/ James E. Zimmer Senior Vice President-- January 31, 1997 - ------------------------------------------- Merchandising and Director James E. Zimmer /s/ Harry M. Levy Senior Vice President-- January 31, 1997 - ------------------------------------------- Planning and Systems, Harry M. Levy Chief Information Officer and Director /s/ Michael L. Ray Director January 28, 1997 - ------------------------------------------- Michael L. Ray /s/ Sheldon I. Stein Director January 31, 1997 - ------------------------------------------- Sheldon I. Stein
II-5 6 INDEX TO EXHIBITS
Exhibit Number Description of Exhibits ------ ----------------------- 4.1 Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended July 30, 1994). 4.2 By-laws (incorporated by reference from Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 29, 1994). 4.3 Form of Common Stock certificate (incorporated by reference from Exhibit 4.3 to the Registrant's Registration Statement on Form S-1 (Registration No. 33-45949)). 4.4 Employment Agreement dated as of January 31, 1991, by and between the Company and David H. Edwab, including the First Amendment thereto dated as of September 30, 1991 (incorporated by reference from Exhibit 4.4 to the Registrant's Registration Statement on Form S-1 (Registration No. 33-45949)). 4.5 Second Amendment effective as of January 1, 1993, to Employment Agreement dated as of January 31, 1991, by and between the Company and David H. Edwab (incorporated by reference from Exhibit 4.5 to the Registrant's Registration Statement on Form S-1 (Registration No. 33-60516)). 4.6 Second [sic] Amendment dated as of April 12, 1994, to Employment Agreement dated as of January 31, 1991, by and between the Company and David H. Edwab (incorporated by reference from Exhibit 4.6 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 28, 1995). 4.7 Option Issuance Agreement dated as of September 30, 1991, by and between the Company and David H. Edwab (incorporated by reference from Exhibit 4.5 to the Registrant's Registration Statement on Form S-1 (Registration No. 33-45949)). 4.8 First Amendment to Option Issuance Agreement dated April 22, 1992, but effective as of September 30, 1991 (incorporated by reference from Exhibit 4.7 to the Registrant's Registration Statement on Form S-8 (Registration No. 33-48109)). 4.9 Second Amendment to Option Issuance Agreement dated effective as of January 1, 1993 (incorporated by reference from Exhibit 4.8 to the Registrant's Registration Statement on Form S-1 (Registration No. 33-60516)).
7 Exhibit Number Description of Exhibits ------ ----------------------- 4.10 First [sic] Amendment to Option Issuance Agreement dated as of April 12, 1994 (incorporated by reference from Exhibit 4.10 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 28, 1995). 4.11 1992 Stock Option Plan (incorporated by reference from Exhibit 10.5 to the Registrant's Registration Statement on Form S-1 (Registration No. 33-45949)). 4.12 First Amendment to 1992 Stock Option Plan (incorporated by reference from Exhibit 10.9 to the Registrant's Registration Statement on Form S-1 (Registration No. 33-60516)). 4.13 Second Amendment to 1992 Stock Option Plan. 5.1 Opinion of Fulbright & Jaworski L.L.P. as to the legality of the securities being registered. 23.1 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1). 23.2 Consent of Deloitte & Touche LLP.
EX-4.13 2 AMEND #2 TO 1992 STOCK OPTION PLAN 1 EXHIBIT 4.13 SECOND AMENDMENT TO THE MEN'S WEARHOUSE, INC. 1992 STOCK OPTION PLAN WHEREAS, the Board of Directors and the shareholders of The Men's Wearhouse, Inc., a Texas corporation (the "Company"), have approved the Company's 1992 Stock Option Plan (as amended by the First Amendment thereto, the "Plan"); and WHEREAS, the Board of Directors of the Company believes it to be in the best interest of the Company to amend the Plan to increase the number of shares of Common Stock that may be issuable thereunder from 337,500 (after giving effect to a 50% stock dividend paid on August 6, 1993) to 476,225 shares, an increase of 138,725 shares. W I T N E S S E T H: The first sentence of the second paragraph of Section 3 of the Plan is hereby amended to read in its entirety: "The total amount of the Common Stock with respect to which Options may be granted shall not exceed in the aggregate 476,225 shares; provided, that the class and aggregate number of shares which may be subject to the Options granted hereunder shall be subject to adjustment in accordance with the provisions of Paragraph 16 hereof." EX-5.1 3 OPINION OF FULBRIGHT & JAWORSKI L.L.P. 1 EXHIBIT 5.1 [LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.] February 3, 1997 The Men's Wearhouse, Inc. 40650 Encyclopedia Circle Fremont, California 94538 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 an additional 208,088 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 1992 Stock Option Plan (as amended, the "Plan"). We have examined (i) the Restated Articles of Incorporation and By-Laws of the Company, each as amended to date, (ii) the 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, Fulbright & Jaworski L.L.P. EX-23.2 4 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 6, 1996 included in The Men's Wearhouse, Inc.'s Annual Report on Form 10-K for the fiscal year ended February 3, 1996. DELOITTE & TOUCHE LLP Houston, Texas February 3, 1997 -----END PRIVACY-ENHANCED MESSAGE-----