10-Q/A 1 c44314_10qa.htm

United States Securities and Exchange Commission
Washington, DC 20549

FORM 10-Q/A 
Amendment No. 1 

x
  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
     
    For the quarterly period ended July 29, 2006. 
     
    or 
     
o
  Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
     
    Commission File Number 0-23874 

Jos. A. Bank Clothiers, Inc.
(Exact name of registrant as specified in its charter)

Delaware    36-3189198 
(State incorporation)    (I.R.S. Employer 
    Identification 
    Number) 
 
500 Hanover Pike, Hampstead, MD    21074-2095 
(Address of Principal Executive Offices)    (Zip Code) 

410-239-2700
(Registrant’s telephone number including area code)

None
(Former name or former address, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x   No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (see definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act):

Large accelerated filer o   Accelerated filer x   Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes o   No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class 
Outstanding as of September 1, 2006 
 


 
Common Stock, $.01 par value
18,015,826 
 


EXPLANATORY NOTE

This Amendment No. 1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended July 29, 2006, as originally filed on September 7, 2006, is being filed solely to submit Exhibit 3.1 as an exhibit thereto, to amend the Exhibit Index included in Item 6 of Part II to modify the description of Exhibit 3.1, and to replace the Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. The replacement Exhibits 32.1 and 32.2 contain the corrected quarter ended date July 29, 2006.

Except as described above, no other changes have been made to the Report. This Amendment No. 1 does not update any other disclosures to reflect developments since the original date of filing.

 

 

2


PART II.  OTHER INFORMATION 
   
Item 6.  Exhibits 
   
Exhibits   

3.1      Certificate of Amendment of the Restated Certificate of Incorporation of the Company and the Restated Certificate of Incorporation of the Company.
 
31.3      Certification of Chief Executive Officer pursuant to Rule 13a-14 or 15d-14(a).
 
31.4      Certification of Chief Financial Officer pursuant to Rule 13a-14 or 15d-14(a).
 
32.1  Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
32.2  Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

SIGNATURE

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.

    Dated: September 15, 2006 
  Jos. A. Bank Clothiers, Inc. 
    (Registrant) 
 
     /s/ David E. Ullman 

 
    David E. Ullman 
    Executive Vice President, 
    Chief Financial Officer 
    (Principal Financial and Accounting Officer and 
    Duly Authorized Officer) 

3


Exhibit Index

Exhibits

3.1      Certificate of Amendment of the Restated Certificate of Incorporation of the Company and the Restated Certificate of Incorporation of the Company.
 
31.3      Certification of Chief Executive Officer pursuant to Rule 13a-14 or 15d-14(a).
 
31.4      Certification of Chief Financial Officer pursuant to Rule 13a-14 or 15d-14(a).
 
32.1  Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
32.2  Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.