UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE MENS WEARHOUSE, INC.
(Exact name of registrant as specified in its charter)
Texas (State of incorporation or organization) |
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74-1790172 (I.R.S. Employer Identification No.) |
6380 Rogerdale Road, Houston, Texas (Address of principal executive offices) |
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77072 (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered |
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Name of each exchange on which each class |
Preferred Share Purchase Rights |
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New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o
Securities Act registration statement file number to which this form relates:
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Form 8-A/A is filed by The Mens Wearhouse, Inc. (the Company), to amend Item 1 of the Form 8-A first filed by the Company with the Securities and Exchange Commission on October 11, 2013.
On May 5, 2014, the Company and American Stock Transfer & Trust Company LLC (the Rights Agent) entered into an amendment (Amendment No. 1) to that certain Rights Agreement, dated as of October 10, 2013 (the Rights Agreement). Amendment No. 1 amends the Rights Agreement in certain respects, including to provide that the Rights (as defined in the Rights Agreement) shall expire on May 5, 2014.
Accordingly, Item 1 is hereby amended as follows:
Item 1. Description of Registrants Securities to be Registered
Distribution Date; Exercisability
The last sentence of the third paragraph of this section is deleted in its entirety and replaced as set forth below:
The Rights will expire on May 5, 2014 (the Expiration Date), unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below.
Item 2. Exhibits
Item 2 is hereby amended and supplemented to add the following exhibit:
4.2 Amendment No. 1 to Rights Agreement, dated as of May 5, 2014, between The Mens Wearhouse, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on May 5, 2014).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
THE MENS WEARHOUSE, INC. |
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Date: May 5, 2014 |
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By: |
/s/ Jon W. Kimmins |
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Name: |
Jon W. Kimmins |
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Title: |
Executive Vice President, Chief Financial Officer, |
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Treasurer and Principal Financial Officer |
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