-----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, LRq0W2z/SNhKmvsOCkC5QJQEQjkoKs5P8nwuibvKX5d/8y8gZ3E8J5IynOZGPPa7 65WLhPnVNoMGHdRnm75NiA== 0001157523-04-000190.txt : 20040114 0001157523-04-000190.hdr.sgml : 20040114 20040114103232 ACCESSION NUMBER: 0001157523-04-000190 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040103 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANK JOS A CLOTHIERS INC /DE/ CENTRAL INDEX KEY: 0000920033 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 363189198 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-14657 FILM NUMBER: 04524056 BUSINESS ADDRESS: STREET 1: 500 HANOVER PIKE CITY: HAMPSTEAD STATE: MD ZIP: 21074 BUSINESS PHONE: 4102392700 8-K 1 a4549666.txt JOS A. BANK 8-K Securities and Exchange Commission ---------------------------------- Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2004 JOS. A. BANK CLOTHIERS, INC. ---------------------------- (Exact name of registrant as specified in its character) Delaware 36-3189198 -------- ---------- (State of Incorporation) (I.R.S. Employer Identification No.) 500 Hanover Pike, Hampstead, MD 21074 ------------------------------- ----- (Address of principal executive offices) (zip code) (410) 239-2700 --------------- (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE On January 14, 2004 Jos. A. Bank Clothiers, Inc. (the "Registrant") issued a press release in which the Registrant announced that on January 13, 2004 its Board of Directors declared a 50% stock dividend. Each shareholder of record as of January 30, 2004 will receive one additional share of common stock for each two shares then owned. As a result of the stock dividend, the number of outstanding shares of common stock of the Registrant will increase to approximately 10.5 million from approximately 7.0 million. The dividend shares will be distributed on February 18, 2004. A copy of the Press Release is attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 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 hereunto duly authorized. Jos. A. Bank Clothiers, Inc. (Registrant) By: /s/ Robert N. Wildrick ------------------------------------ Robert N. Wildrick Chief Executive Officer and Director Dated: January 14, 2004 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 99.1 Press dated January 14, 2004. EX-99 3 a4549666ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 JoS. A. Bank Clothiers Declares 50% Stock Dividend HAMPSTEAD, Md.--(BUSINESS WIRE)--Jan. 14, 2004--JoS. A. Bank Clothiers, Inc. (Nasdaq National Market: "JOSB") announced that on January 13, 2004 the Company's Board of Directors declared a 50% stock dividend. Each shareholder of record as of January 30, 2004 will receive one additional share of common stock for each two shares then owned. As a result of the stock dividend, the number of outstanding shares of common stock will increase to approximately 10.5 million from approximately 7.0 million. The dividend shares will be distributed on February 18, 2004. "The Board of Directors' decision recognizes the growth the Company has achieved and the strong prospects for continuing this strong trend," said Robert N. Wildrick, Chief Executive Officer of JoS. A. Bank Clothiers, Inc. "We believe the stock dividend will enhance the Company's liquidity by making our common stock available to more investors and will serve to increase shareholder value." JoS. A. Bank Clothiers, Inc., established in 1905, is one of the nation's leading retailers of men's classically-styled tailored and casual clothing, sportswear, footwear and accessories. The Company sells its full product line through 210 stores in 35 states and the District of Columbia, a nationwide catalog, and an e-commerce website that can be accessed at www.josbank.com. The Company is headquartered in Hampstead, MD, and its common stock is listed on the Nasdaq National Market under the symbol "JOSB". The Company's statements concerning future operations contained herein are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those forecast due to a variety of factors outside of the Company's control that can affect the Company's operating results, liquidity and financial condition such as risks associated with economic, weather, public health and other factors affecting consumer spending, the ability of the Company to finance its expansion plans, the mix and pricing of goods sold, the market price of key raw materials such as wool and cotton, availability of lease sites for new stores, the ability to source product from its global supplier base and other competitive factors. These cautionary statements qualify all of the forward-looking statements the Company makes herein. The Company cannot assure you that the results or developments anticipated by the Company will be realized or, even if substantially realized, that those results or developments will result in the expected consequences for the Company or affect the Company, its business or its operations in the way the Company expects. The Company cautions you not to place undue reliance on these forward-looking statements, which speak only as of their respective dates, and assumes no obligation to update any of the forward-looking statements. These risks should be carefully reviewed before making any investment decision. CONTACT: JoS. A. Bank Clothiers, Inc., Hampstead, MD David E. Ullman, EVP/CFO, 410-239-5715 or RJ Falkner and Company, Inc. Investor Relations Counsel R. Jerry Falkner, CFA 800-377-9893 info@rjfalkner.com or E-commerce Address for JoS. A. Bank Clothiers, Inc.: www.josbank.com -----END PRIVACY-ENHANCED MESSAGE-----