-----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, OVIhilWW4io63TlHmswsjHvGw+eE4PlSZ9S7tBryJ9o7BwMan0XusWX7FBOP+I5X L1a/adLGlxGZEx+XB4DkEw== 0000950129-99-002545.txt : 19990607 0000950129-99-002545.hdr.sgml : 19990607 ACCESSION NUMBER: 0000950129-99-002545 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990604 EFFECTIVENESS DATE: 19990604 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: SEC FILE NUMBER: 333-80033 FILM NUMBER: 99640844 BUSINESS ADDRESS: STREET 1: 5803 GLENMONT DR CITY: HOUSTON STATE: TX ZIP: 77081 BUSINESS PHONE: 7135927200 MAIL ADDRESS: STREET 1: 5083 GLENMONT DR CITY: HOUSTON STATE: TX ZIP: 77081 S-8 1 THE MEN'S WEARHOUSE, INC. 1998 KEY EMP. STOCK OP. 1 As filed with the Securities and Exchange Commission on June 4, 1999 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. 1998 KEY EMPLOYEE STOCK OPTION PLAN (Full title of the plan) -------------------- DAVID H. EDWAB 40650 ENCYCLOPEDIA CIRCLE FREMONT, CALIFORNIA 94538-2453 (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. 1301 MCKINNEY, SUITE 5100 HOUSTON, TEXAS 77010 (713) 651-5100 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 750,000 shares(1) $26.00 $19,500,000.00 $5,421.00 ==================================================================================================================
(1) Represents shares added to the 1998 Key Employee Stock Option Plan (the "1998 Plan") by amendment dated May 27, 1999. 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 1998 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 Nasdaq National Market on June 1, 1999. ================================================================================ 2 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. 333-72549, the "Earlier Registration Statement") relating to The Men's Wearhouse, Inc. 1998 Key Employee Stock Option Plan (the "1998 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 - First Amendment to The Men's Wearhouse, Inc. 1998 Key Employee Stock Option Plan. 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. 24.1 - Powers of Attorney from certain members of the Board of Directors of the Company (contained on page II-3). II-2 3 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 4, 1999. THE MEN'S WEARHOUSE, INC. By: /s/ GEORGE ZIMMER -------------------------------- George Zimmer Chairman of the Board and Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints George Zimmer, David Edwab 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 Officer June 4, 1999 - ---------------------------------------- and Director George Zimmer (Principal Executive Officer) /s/ DAVID EDWAB President and Director June 4, 1999 - ---------------------------------------- David Edwab /s/ GARY G. CKODRE Vice President-Finance and Principal Financial June 4, 1999 - ---------------------------------------- and Accounting Officer (Principal Financial and Gary G. Ckodre Accounting Officer) /s/ RICHARD E. GOLDMAN Executive Vice President and Director June 4, 1999 - ---------------------------------------- Richard E. Goldman /s/ ROBERT E. ZIMMER Senior Vice President - Real Estate and Director June 4, 1999 - ---------------------------------------- Robert E. Zimmer /s/ JAMES E. ZIMMER Senior Vice President - Merchandising and June 4, 1999 - ---------------------------------------- Director James E. Zimmer /s/ HARRY M. LEVY Executive Vice President - Planning and June 4, 1999 - ---------------------------------------- Systems and Director Harry M. Levy /s/ STEPHEN H. GREENSPAN Chief Executive Officer - Value Priced Clothing June 4, 1999 - ---------------------------------------- Division and Director Stephen H. Greenspan
4 /s/ RINALDO S. BRUTOCO Director June 4, 1999 - ---------------------------------------- Rinaldo S. Brutoco /s/ MICHAEL L. RAY Director June 4, 1999 - ---------------------------------------- Michael L. Ray /s/ SHELDON I. STEIN Director June 4, 1999 - ---------------------------------------- Sheldon I. Stein
5 INDEX TO EXHIBITS
Exhibit Number Description --------- ----------- 4.1 First Amendment to The Men's Wearhouse, Inc. 1998 Key Employee Stock Option Plan. 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. 24.1 Powers of Attorney from certain members of the Board of Directors of the Company (contained on page II-3).
EX-4.1 2 1ST AMEND. TO 1998 KEY EMPLOYEE STOCK OPTION PLAN 1 EXHIBIT 4.1 FIRST AMENDMENT TO THE MEN'S WEARHOUSE, INC. 1998 KEY EMPLOYEE STOCK OPTION PLAN THIS AGREEMENT by The Men's Wearhouse, Inc.(the "Sponsor"), WITNESSETH: WHEREAS, the Sponsor maintains the Plan known as "The Men's Wearhouse, Inc. 1998 Key Employee Stock Option Plan" (the "Plan"); and WHEREAS, the Sponsor retained the right in Article VII of the Plan to amend the Plan from time to time; and WHEREAS, the Board of Directors of the Sponsor approved resolutions on the 25th day of May, 1999, to amend the Plan; NOW, THEREFORE, the Sponsor agrees that, effective as of May 27, 1999, Section 4.2 of the Plan is hereby amended in its entirety to read as follows: 4.2 DEDICATED SHARES. The total number of shares of Stock with respect to which Options may be granted under the Plan shall be 1,500,000 shares. The shares may be treasury shares or authorized but unissued shares. The number of shares stated in this Section 4.2 shall be subject to adjustment in accordance with the provisions of Section 4.5. If any outstanding Option expires or terminates for any reason or any Option is surrendered, the shares of Stock allocable to the unexercised portion of that Option may again be subject to an Option under the Plan. IN WITNESS WHEREOF, the Sponsor has executed this Agreement this 27th day of May, 1999. THE MEN'S WEARHOUSE, INC. By: /s/ GARY G. CKODRE ----------------------------- Name: Gary G. Ckodre --------------------------- Title: Vice President - Finance ------------------------- EX-5.1 3 OPINION OF FULBRIGHT & JAWORSKI L.L.P. 1 EXHIBIT 5.1 [FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD] June 4, 1999 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 750,000 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 1998 Key Employee 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, /s/ FULBRIGHT & JAWORSKI L.L.P. Fulbright & Jaworski L.L.P. EX-23.2 4 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of The Men's Wearhouse, Inc. on Form S-8 of our report dated March 9, 1999, appearing in the Annual Report on Form 10-K of The Men's Wearhouse, Inc. for the year ended January 30, 1999. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Houston, Texas June 4, 1999 -----END PRIVACY-ENHANCED MESSAGE-----