-----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, TwLafWA0AAD1KV1XZBn/Bt0SOqdC9jOyFSEj/O960bdNUupgQQKTUpFPzSdgKN4j NylUav8zKlBSejl+ma21tw== 0001157523-05-001796.txt : 20050223 0001157523-05-001796.hdr.sgml : 20050223 20050223172348 ACCESSION NUMBER: 0001157523-05-001796 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050216 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050223 DATE AS OF CHANGE: 20050223 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: 05635177 BUSINESS ADDRESS: STREET 1: 500 HANOVER PIKE CITY: HAMPSTEAD STATE: MD ZIP: 21074 BUSINESS PHONE: 4102392700 8-K 1 a4829066.txt JOS A. BANK 8-K ================================================================================ UNITED STATES 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): February 16, 2005 Jos. A. Bank Clothiers, Inc. (Exact name of registrant as specified in its charter) Delaware 0-23874 36-3189198 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 500 Hanover Pike 21074 Hampstead, Maryland (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (410) 239-2700 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (d) By unanimous written consent adopted on February 16, 2005, and effective April 1, 2005, the board of directors of Jos. A. Bank Clothiers, Inc. (the "Company") increased the size of the board from four directors to five directors and appointed William E. Herron as a new director of the Company to fill the vacancy created by such increase. Mr. Herron has not been appointed to any committee of the board as of the date of this Report on Form 8-K. Mr. Herron will stand for election at the Company's 2006 Annual Meeting of Stockholders as a nominee for director. The Company's Board of Directors is divided into three classes. Each class holds office for a term of three years. If elected, Mr. Herron will serve as a director for a term of three years expiring at the 2009 Annual Meeting of Stockholders or at such later time as his successor is duly elected and qualified. A copy of the Company's press release dated February 23, 2005 announcing the appointment of Mr. Herron as a director of the Company is attached to this Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein. Mr. Herron is an independent consultant advising large professional service organizations on the development of strategic and operating plans for entry into the federal government marketplace. He was a partner in Arthur Andersen from 1982 to 2001 and served as Managing Partner of Arthur Andersen's Office of Government Services from 1997 to 2001. He was in the Accounting and Audit practice from 1982 to 1994 and in the Business Consulting practice from 1995 to 2001. Mr. Herron was a licensed certified public accountant for over 30 years. He is currently a member of the American Institute of Certified Public Accountants and the Pennsylvania Institute of Certified Public Accountants. Mr. Herron has served on the boards of directors of several privately held companies, including serving as chair of the audit committee of a privately-held internet service provider. He has been active for over 25 years on the boards of various civic and charitable institutions. In 2000, Mr. Herron retired from the United States Naval Reserve with the rank of Rear Admiral. There is no arrangement or understanding between Mr. Herron and any other persons pursuant to which Mr. Herron was appointed as a director of the Company and there have been no transactions during the last two years, or proposed transactions, to which the Company was or is to be a party, in which Mr. Herron had or is to have a direct or indirect material interest. Item 9.01 Financial Statements and Exhibits (c) Exhibits. 2 Exhibit No. Description - ----------- ----------- 99.1 Press Release of Jos. A. Bank Clothiers, Inc. dated February 23, 2005 SIGNATURES 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) Date: February 23, 2005 By: /s/ Robert N. Wildrick _______________________ Robert N. Wildrick, Chief Executive Officer and Director 3 Exhibit Index ------------- Exhibit No. Description - ----------- ----------- 99.1 Press Release of Jos. A. Bank Clothiers, Inc. dated February 23, 2005 4 EX-99.1 2 a4829066ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 JoS A. Bank Elects New Director; William E. Herron to Join Board HAMPSTEAD, Md.--(BUSINESS WIRE)--Feb. 23, 2005--JoS. A. Bank Clothiers, Inc. (Nasdaq National Market:JOSB) announced today that William E. Herron has been named as an additional director of the Company. Mr. Herron, a retired United States Naval Reserve Rear Admiral, is a strategic business consultant, with extensive background in accounting and auditing practices. Mr. Herron was a licensed certified public accountant for over 30 years and is a member of the American Institute of Certified Public Accountants and the Pennsylvania Institute of Certified Public Accountants. "I am pleased to be associated with such a dynamic and successful company," said Mr. Herron, a former Managing Partner of Arthur Andersen's Office of Governmental Services. He continued, "JoS. A. Bank's sustained, double digit growth in sales and earnings over the past five years has made it a leader in the industry. I look forward to working with management and my fellow board members as the Company moves toward its strategic goal of 500 stores by fiscal year-end 2007." Robert N. Wildrick, Chief Executive Officer and President, welcomed Mr. Herron saying, "We are fortunate that Bill has agreed to join our Board. He will further strengthen the considerable financial and corporate governance expertise already represented by our directors." 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 269 stores in 37 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-----