As filed with the Securities and Exchange Commission on June 19, 2014
Registration No. 333-167580
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-167580
UNDER
THE SECURITIES ACT OF 1933
JOS. A. BANK CLOTHIERS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
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36-3189198 |
(State or Other Jurisdiction of |
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(I.R.S. Employer |
Incorporation or Organization) |
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Identification Number) |
500 Hanover Pike
Hampstead, MD 21074
(410) 239-2700
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Jos. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan
(Full title of the Plan)
Jon W. Kimmins
Executive Vice President, Treasurer and Chief Financial Officer
500 Hanover Pike
Hampstead, Maryland 21074
(410) 239-5730
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Steven A. Seidman
Michael A. Schwartz
Laura L. Delanoy
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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RECENT EVENTS: DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to Registration Statement No. 333-167580 (the Registration Statement) of Jos. A. Bank Clothiers, Inc. (the Company) on Form S-8, registering 1,000,000 shares of the Companys common stock, par value $0.01 (Common Stock) under the Jos. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan, as amended.
On June 18, 2014, after completion of a tender offer (the Offer) by Java Corp. (Java), a Delaware corporation wholly owned by The Mens Wearhouse, Inc., a Texas corporation (MW), for all of the outstanding shares of Common Stock, Java merged with and into the Company, with the Company continuing as the surviving corporation (the Merger). Pursuant to the Agreement and Plan of Merger, dated as of March 11, 2014, governing the Merger, each outstanding share of Common Stock not tendered in the Offer (other than (i) shares of Common Stock held in treasury by the Company or owned by the Company, MW or any of their respective direct or indirect wholly owned subsidiaries, which shares were cancelled in the Merger, and (ii) shares owned by the Companys stockholders who properly perfected their appraisal rights under the Delaware General Corporation Law) was converted into the right to receive $65.00 in cash, without interest, less any required withholding taxes. The Merger became effective on June 18, 2014 (the Effective Time) following the filing of a Certificate of Merger with the Secretary of State of the State of Delaware.
As a result of the Merger, the Company has terminated any and all offerings of its securities pursuant to the Registration Statement. In accordance with an undertaking made by the Company in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, the Company hereby removes from registration any and all securities of the Company registered but unsold under the Registration Statement as of the Effective Time.
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 Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 19, 2014.
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JOS. A. BANK CLOTHIERS, INC. | |
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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, Treasurer and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by or on behalf of the following persons in the capacities indicated, on June 19, 2014.
Signature |
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Title |
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/s/ Douglas S. Ewert |
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Director, President and Chief Executive Officer |
Name: Douglas S. Ewert |
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(Principal Executive Officer) |
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/s/ Jon W. Kimmins |
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Director, Executive Vice President, Treasurer and Chief Financial Officer |
Name: Jon W. Kimmins |
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(Principal Financial Officer) |
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/s/ Brian Vaclavik |
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Senior Vice President and Chief Accounting Officer |
Name: Brian Vaclavik |
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(Principal Accounting Officer) |